Goodwin Procter Sample Contracts

Registration Rights Agreement (July 20th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

Pebblebrook Hotel Trust Sends Letter to Board of Lasalle Hotel Properties (July 20th, 2018)

BETHESDA, MD, JULY 20, 2018 - Pebblebrook Hotel Trust (NYSE:PEB) ("Pebblebrook") today sent a letter to the Board of Trustees of LaSalle Hotel Properties (NYSE:LHO) ("LaSalle") to reconfirm its proposal for a strategic combination of the two companies, which remains outstanding, request that the LaSalle Board reevaluate our proposal given the current facts and circumstances, and that LaSalle determine it to be "Superior."

Registration Rights Agreement (July 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 19, 2018 by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (Rockwell), each of which is sometimes referred to herein as a Party and collectively as the Parties.

Rubius Therapeutics, Inc. – Underwriting Agreement (July 9th, 2018)

Rubius Therapeutics, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the Underwriters), for whom you are acting as representatives (the Representatives), an aggregate of [ * ] shares of common stock, $0.001 par value per share, of the Company (the Underwritten Shares) and, at the option of the Underwriters, up to an additional [ * ] shares of common stock of the Company (the Option Shares). The Underwritten Shares and the Option Shares are herein referred to as the Shares. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the Stock.

Columbia Laboratories, Inc. – AGREEMENT AND PLAN OF MERGER by and Among: CATALENT PHARMA SOLUTIONS, INC., CATALENT BOSTON, INC. AND JUNIPER PHARMACEUTICALS, INC. Dated as of July 2, 2018 (July 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 2, 2018, by and among: CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (Parent); CATALENT BOSTON, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub); and JUNIPER PHARMACEUTICALS, INC., a Delaware corporation (the Company).

Catalent, Inc. – AGREEMENT AND PLAN OF MERGER by and Among: CATALENT PHARMA SOLUTIONS, INC., CATALENT BOSTON, INC. AND JUNIPER PHARMACEUTICALS, INC. Dated as of July 2, 2018 (July 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 2, 2018, by and among: CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (Parent); CATALENT BOSTON, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub); and JUNIPER PHARMACEUTICALS, INC., a Delaware corporation (the Company).

Summit Semiconductor Inc. – Securities Purchase Agreement (July 2nd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of May 17, 2017, between Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Keryx Biopharmaceuticals, Inc. – AGREEMENT AND PLAN OF MERGER by and Among AKEBIA THERAPEUTICS, INC., ALPHA THERAPEUTICS MERGER SUB, INC., and KERYX BIOPHARMACEUTICALS, INC. Dated June 28, 2018 (June 28th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated June 28, 2018, by and among Akebia Therapeutics, Inc. (Akebia), a Delaware corporation, Alpha Therapeutics Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Akebia (Merger Sub), and Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx).

Notes Conversion Agreement (June 28th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ * ], is made by and between:

AGREEMENT AND PLAN OF MERGER by and Among AKEBIA THERAPEUTICS, INC., ALPHA THERAPEUTICS MERGER SUB, INC., and KERYX BIOPHARMACEUTICALS, INC. Dated June 28, 2018 (June 28th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated June 28, 2018, by and among Akebia Therapeutics, Inc. (Akebia), a Delaware corporation, Alpha Therapeutics Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Akebia (Merger Sub), and Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx).

Notes Conversion Agreement (June 28th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ * ], is made by and between:

Keryx Biopharmaceuticals, Inc. – Notes Conversion Agreement (June 28th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ * ], is made by and between:

Keryx Biopharmaceuticals, Inc. – Notes Conversion Agreement (June 28th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ * ], is made by and between:

Techne Corporation – Agreement and Plan of Merger by and Among Bio-Techne Corporation, (June 26th, 2018)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of June 25, 2018, by and among Bio-Techne Corporation, a Minnesota corporation ("Parent"), Enzo Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), Exosome Diagnostics, Inc., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholders' Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A. Parent, Merger Sub, the Company, and the Securityholders' Representative are occasionally referred to herein as the "parties."

Biohaven Pharmaceutical Holding Co Ltd. – Biohaven Pharmaceutical Holding Company Ltd. Common Stock Purchase Agreement (June 25th, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (the Agreement) is made as of June 18, 2018 (the Execution Date) by and between Biohaven Pharmaceutical Holding Company Ltd., a business company organized under the laws of the British Virgin Islands (the Company), and RPI Finance Trust, a Delaware statutory trust (the Investor).

Zeta Acquisition Corp II – [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT (June 25th, 2018)

This License Agreement (this Agreement), dated as of June __, 2018 (the Effective Date), is made by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation having business offices at 9987 Carver Road, Suite 420, Cincinnati, OH 45254 (Aerpio), and GB004, Inc., a Delaware corporation having business offices at 3013 Science Park Road, Suite 200, San Diego, CA 92121 (Licensee). Aerpio and Licensee are sometimes hereinafter referred to each as a Party and collectively as the Parties.

Biohaven Pharmaceutical Holding Co Ltd. – Funding Agreement by and Between Biohaven Pharmaceutical Holding Company Ltd. And Rpi Finance Trust Dated as of June 18, 2018 (June 25th, 2018)

This FUNDING AGREEMENT, dated as of June 18, 2018 (this Agreement), is made and entered into by and between RPI FINANCE TRUST, a Delaware statutory trust (the Buyer), and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a business company organized under the laws of the British Virgin Islands (the Seller).

Rubius Therapeutics, Inc. – SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Rubius Therapeutics, Inc. (June 22nd, 2018)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 23, 2018, by and among Rubius Therapeutics, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (each, an Investor, and together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsection 6.9, the Investors).

Easterly Government Properties, Inc. – Easterly Government Properties, Inc. 18,000,000 Shares Common Stock ($0.01 Par Value) Underwriting Agreement (June 21st, 2018)

Easterly Government Properties, Inc., a corporation organized under the laws of the State of Maryland (the "Issuer"), Easterly Government Properties LP, a Delaware limited partnership (the "Operating Partnership"), and, in their capacity as forward sellers, Citigroup Global Markets Inc., in its capacity as agent for one of its affiliates ("Citigroup"), and Jefferies LLC ("Jefferies" and, together with Citigroup, in such capacities, the "Forward Sellers"), at the request of the Issuer in connection with the Forward Sales Agreements (as defined below), confirm their respective agreements with the several underwriters named in Schedule II-A hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives on the terms set forth herein, with respect to (i) the Issuer's proposal to sell to the Underwriters an aggregate of 11,000,000 shares (the "Underwritten Initial Securities") of common stock, par value $0.01 per share ("Common Stock") of the Issuer, (ii) sub

Easterly Government Properties, Inc. – Amended and Restated Credit Agreement (June 21st, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 18, 2018 (this "Agreement") among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the "Borrower"), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors from time to time (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) or 7.05, from time to time, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), CITIBANK, N.A., Wells Fargo Bank, N.A. ("Wells Fargo") and PNC Bank, National Association ("PNC"), as the initial issuers of Letters of Credit (as hereinafter defined) (the "Initial Issuing Banks") and CITIBANK, N.A. ("Citibank"), as administrative agent (together w

Easterly Government Properties, Inc. – Second Amendment to Term Loan Agreement (June 21st, 2018)

TERM LOAN AGREEMENT dated as of September 29, 2016 (this "Agreement") among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the "Borrower"), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors from time to time (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) or 7.05, from time to time, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), as administrative agent (together with any successor administrative agent appointed pursuant to Section 8.06, the "Administrative Agent") for the Lenders (as hereinafter defined), with U.S. BANK NATIONAL ASSOCIATION ("USBNA") and SUNTRUST

AGREEMENT AND PLAN OF MERGER Dated as of June 18, 2018 Among FOUNDATION MEDICINE, INC., ROCHE HOLDINGS, INC. And 062018 MERGER SUBSIDIARY, INC. (June 19th, 2018)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 18, 2018 among Foundation Medicine, Inc., a Delaware corporation (the Company), Roche Holdings, Inc., a Delaware corporation (Parent), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (Merger Subsidiary).

STOCK PURCHASE AGREEMENT by and Among AMAG PHARMACEUTICALS, INC. CBR ACQUISITION HOLDINGS CORP. And GI CHILL ACQUISITION LLC June 14, 2018 (June 15th, 2018)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of June 14, 2018, is made by and among CBR Acquisition Holdings Corp., a Delaware corporation (the Company), GI Chill Acquisition LLC, a Delaware limited liability company (the Purchaser), and AMAG Pharmaceuticals, Inc., a Delaware corporation (the Seller). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.

Immunomedics, Inc. – IMMUNOMEDICS, INC. 11,500,000 Shares of Common Stock UNDERWRITING AGREEMENT (June 15th, 2018)
Catabasis Pharmaceuticals Inc – Catabasis Pharmaceuticals, Inc. Form of Underwriting Agreement (June 12th, 2018)
SECURITIES PURCHASE AGREEMENT Between PTC INC. And ROCKWELL AUTOMATION, INC. Dated as of June 11, 2018 (June 11th, 2018)

This SECURITIES PURCHASE AGREEMENT, dated as of June 11, 2018 (this Agreement), is made by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (the Purchaser).

SECURITIES PURCHASE AGREEMENT Between PTC INC. And ROCKWELL AUTOMATION, INC. Dated as of June 11, 2018 (June 11th, 2018)

This SECURITIES PURCHASE AGREEMENT, dated as of June 11, 2018 (this Agreement), is made by and between PTC Inc., a Massachusetts corporation (the Company), and Rockwell Automation, Inc., a Delaware corporation (the Purchaser).

Aptinyx Inc. – Underwriting Agreement Aptinyx Inc. (June 11th, 2018)
Eidos Therapeutics, Inc. – EIDOS THERAPEUTICS, INC. Shares of Common Stock, Par Value $0.001 Per Share Underwriting Agreement (June 8th, 2018)
SENIOR INDENTURE CAPSTONE TURBINE CORPORATION ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. TRUSTEE Dated as Of (June 7th, 2018)

Senior Indenture, dated as of [__] [__], 2018, between Capstone Turbine Corporation, a Delaware corporation (Company), and Computershare Trust Company, N.A., a national banking association, as trustee (Trustee).

SUBORDINATED INDENTURE CAPSTONE TURBINE CORPORATION ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. TRUSTEE Dated as Of (June 7th, 2018)

Subordinated Indenture, dated as of [__] [__], 2018, between Capstone Turbine Corporation, a Delaware corporation (Company), and Computershare Trust Company, N.A., a national banking association, as trustee (Trustee).

Investor Rights Agreement (June 6th, 2018)

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is entered into as of May 31, 2018, by and among GTT Communications, Inc. a Delaware corporation (the Company), and Aleph Tiger Investors LP, a Guernsey limited partnership (the Investor).

Amended and Restated Securities Purchase Agreement (June 6th, 2018)

This Amended and Restated Securities Purchase Agreement (this Agreement) is dated as of May 30, 2018, by and among GTT Communications, Inc., a Delaware corporation (the Company), and The Spruce House Partnership LP, a Delaware limited partnership (including its successors and assigns, Purchaser).

CREDIT AGREEMENT Dated as of May 31, 2018 Among GTT COMMUNICATIONS, INC., as the U.S. Borrower, GTT COMMUNICATIONS B.V., as the EMEA Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as LC Issuer and as Administrative Agent (June 6th, 2018)

This CREDIT AGREEMENT is entered into as of May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the U.S. Borrower); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the EMEA Borrower and, together with the U.S. Borrower, each, a Borrower and collectively, the Borrowers); (iii) the lenders from time to time party hereto (each, a Lender and collectively, the Lenders); and (iv) KeyBank National Association, as the administrative agent (the Administrative Agent), and as an LC Issuer (as hereinafter defined).

Investor Rights Agreement (June 6th, 2018)

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is entered into as of May 31, 2018, by and among GTT Communications, Inc. a Delaware corporation (the Company), the Persons listed on Schedule I hereto (each, individually and not jointly, including its successors and assigns, an Investor and collectively, the Investors).