Registration Rights Agreement Dated as of July 25, 2006 between New River Pharmaceuticals Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • July 27th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 25th day of July, 2006, between New River Pharmaceuticals Inc., a Virginia corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”).
NEW RIVER PHARMACEUTICALS INC. 4,200,000 Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
New River Pharmaceuticals Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 4,200,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 630,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus, which is referred to below.
NEW RIVER PHARMACEUTICALS INC. (a Virginia corporation)Purchase Agreement • July 27th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
New River Pharmaceuticals Inc., a Virginia corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and W.R. Hambrecht + Co., LLC (together with Merrill Lynch, the “Initial Purchasers”), for whom Merrill Lynch is acting as representative, with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $125,000,000 aggregate principal amount of the Company’s Convertible Subordinated Notes due 2013 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $18,750,000 aggregate principal amount of the Company’s Convertible Subordinated Notes due 2013 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securit
LEASE AGREEMENTLease Agreement • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS LEASE AGREEMENT (“Agreement”), made and executed to be effective as of August 10, 2004, by and between NEW RIVER PHARMACEUTICALS INC., a Virginia corporation (“NEW RIVER”), and THIRD SECURITY, LLC, a Virginia limited liability company (“THIRD SECURITY”),
SUBLEASE AGREEMENTSublease Agreement • July 16th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
This is a Sublease Agreement (this “Agreement”), dated July 23, 2001 among Veterinary Technologies Corporation of 1872 Pratt Drive, Suite 1100, Blacksburg, Virginia 24060 (“VTC”), New River Pharmaceuticals Inc. of 1861 Pratt Drive, Suite 1090, Blacksburg, Virginia 24060 (“New River”), and Virginia Tech Foundation, Inc., c/o Virginia Tech Corporate Research Center, Inc., 1872 Pratt Drive, Suite 1000, Blacksburg, Virginia 24060 (“Landlord”) for the subletting of some laboratory space known as Research Building II, Suite 1120 (approximately 508 rentable square feet) located in the Virginia Tech Corporate Research Center (“VTCRC”) at 1861 Pratt Drive, Blacksburg, Virginia 24060 (the “Sublet Premises”).
Confirmation of OTC Warrant TransactionNew River Pharmaceuticals Inc • July 27th, 2006 • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
AGREEMENT OF MERGER Dated as of February 20, 2007 among SHIRE PLC, SHUTTLE CORPORATION and NEW RIVER PHARMACEUTICALS INC.Agreement of Merger • February 23rd, 2007 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AGREEMENT OF MERGER, dated as of February 20, 2007 (this “Agreement”), is among Shire plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Shuttle Corporation, a Virginia corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and New River Pharmaceuticals Inc., a Virginia corporation (the “Company”).
VIRGINIA TECH CORPORATE RESEARCH CENTER LEASE FUNDAMENTAL LEASE PROVISIONSFundamental Lease Provisions • June 11th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations
THIS LEASE (the “Lease”) is made as of May 15, 2000, between Virginia Tech Foundation, Inc., a Virginia corporation (“Landlord”), and Lotus Biochemical Corporation (“Tenant”).
Manufacturing Services Agreement Between Patheon Pharmaceuticals Inc. And New River Pharmaceuticals Inc. August 18, 2006Manufacturing Services Agreement • November 9th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
March 2, 2007New River Pharmaceuticals Inc • March 2nd, 2007 • Pharmaceutical preparations
We are pleased to inform you that New River Pharmaceuticals Inc. (“New River”) has entered into an Agreement of Merger (the “Merger Agreement”) with Shire plc (“Shire”) and Shuttle Corporation, an indirect wholly owned subsidiary of Shire (“Purchaser”).
SERVICES AGREEMENTServices Agreement • July 16th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2004 by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and New River Pharmaceuticals Inc., a Virginia corporation, including all of its now or hereafter existing subsidiaries (“NEW RIVER”).
VIRGINIA TECH CORPORATE RESEARCH CENTER LEASE FUNDAMENTAL LEASE PROVISIONSFundamental Lease • August 8th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations
THIS LEASE (the “Lease”) is made as June 19, 2006, between Virginia Tech Foundation, Inc., a Virginia corporation ("Landlord"), and New River Pharmaceuticals Inc., (“Tenant").
UNITED STATES COLLABORATION AGREEMENT BY AND AMONG SHIRE LLC SHIRE PHARMACEUTICALS GROUP PLC AND NEW RIVER PHARMACEUTICALS INC. DATED AS OF MARCH 31, 2005Collaboration Agreement • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS UNITED STATES COLLABORATION AGREEMENT (the “Agreement”) is dated as of March 31, 2005 by and among SHIRE LLC, a Kentucky limited liability company having a principal place of business at 9200 Brookfield Court, Florence, Kentucky 41042 (“Shire”), SHIRE PHARMACEUTICALS GROUP PLC, a British public limited company having a principal place of business at Hampshire International Business Park, Chineham, Basingstoke, England RG24 8EP, solely for purposes of the provisions of Section 15.10 of this Agreement, and NEW RIVER PHARMACEUTICALS INC., a Virginia corporation having a principal place of business at 1881 Grove Avenue, Radford, Virginia 24141 (“New River”). Shire and New River are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
NEW RIVER PHARMACEUTICALS INC. Stock Option AgreementStock Option Agreement • December 9th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS AGREEMENT dated the ___ day of ___________, 20__ between NEW RIVER PHARMACEUTICALS INC., a Virginia corporation (the "Company"), and ______________ (the "Participant"), is made pursuant and subject to the provisions of the Company's Incentive Compensation Plan (the "Plan"), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
NRP104 ACTIVE PHARMACEUTICAL INGREDIENT SUPPLY AGREEMENT by and betweenSupply Agreement • July 13th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SUPPLY AGREEMENT (the “Agreement”) is entered into as of May 18, 2006 (the “Effective Date”), by and between ORGANICHEM CORPORATION, a Delaware corporation, with offices at 33 Riverside Avenue, Rensselaer, New York 12144 (“ORGANICHEM”) and NEW RIVER PHARMACEUTICALS INC., a Virginia corporation, with corporate offices at 1881 Grove Avenue, Radford, Virginia 24141 and its designees (“NEW RIVER”).
AGREEMENTAgreement • July 16th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
This agreement (hereinafter referred to as the “AGREEMENT”) by and between New River Pharmaceuticals Inc., its predecessors, successors and assigns, a Virginia corporation having its principal place of business at The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141 (hereinafter “NEW RIVER”), and Innovative Technologies, L.L.C., its predecessors, successors and assigns, a Virginia corporation having its principal place of business at 15120 Industrial Park Road, Bristol, VA 24202-3710 (hereinafter referred to as “INNOVATIVE”), and Keith Latham, his heirs, estates, successors, and assigns, who resides at 799 Barclay Drive, Abingdon, VA 24210 (hereinafter referred to as “LATHAM”) (hereinafter referred to collectively as the “PARTIES” or individually as the “PARTY”) is entered into as of this 30th day of June, 2004 (hereinafter the “EFFECTIVE DATE”).
NEW RIVER PHARMACEUTICALS INC. Stock Option AgreementStock Option Agreement • December 9th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS AGREEMENT dated the ___ day of _______, 20__, between NEW RIVER PHARMACEUTICALS INC., a Virginia corporation (the "Company"), and _______________ (the "Participant"), is made pursuant and subject to the provisions of the Company's Incentive Compensation Plan (the "Plan"), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
RENEWAL OF SUBLEASERenewal of Sublease • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations
THIS RENEWAL OF SUBLEASE is made and entered into this 16th day of November, 2004, by and between Veterinary Technologies Corporation, hereinafter called Tenant; New River Pharmaceuticals, Inc., hereinafter called Subtenant; and Virginia Tech Foundation, Inc., hereinafter called Landlord. The terms Tenant and Subtenant are intended to include the successors and assigns of the original parties and their heirs, legal representatives, successors and assigns of the respective entities.
ROW TERRITORY LICENSE AGREEMENT BY AND AMONG SHIRE PHARMACEUTICALS IRELAND LIMITED SHIRE PHARMACEUTICALS GROUP PLC AND NEW RIVER PHARMACEUTICALS INC. DATED AS OF MARCH 31, 2005Row Territory License Agreement • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS ROW TERRITORY LICENSE AGREEMENT (the “Agreement”) is dated as of March 31, 2005 by and among SHIRE PHARMACEUTICALS IRELAND LIMITED, an Irish resident company having a principal place of business at 2nd Floor, Unit 1A, Citylink Business Park, Old Naas Road, Dublin 12, Ireland (“Shire”), SHIRE PHARMACEUTICALS GROUP PLC, a British public limited company having a principal place of business at Hampshire International Business Park, Chineham, Basingstoke, England RG24 8EP, solely for purposes of the provisions of Section 14.10 of this Agreement, and NEW RIVER PHARMACEUTICALS INC., a Virginia corporation having a principal place of business at 1881 Grove Avenue, Radford, Virginia 24141 (“New River”). Shire and New River are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CREDIT AGREEMENTCredit Agreement • June 11th, 2004 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into effective the 23rd day of April, 2004, by and between Randal J. Kirk (2000) Limited Partnership, a Delaware limited partnership (“Lender”), and New River Pharmaceuticals Inc., a Virginia corporation (“Borrower”).
SERVICES AGREEMENTServices Agreement • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations • Virginia
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of August, 2004 by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and New River Pharmaceuticals Inc., a Virginia corporation, including all of its now or hereafter existing subsidiaries (“NEW RIVER”).
MODIFICATION OF LEASEModification of Lease • April 1st, 2005 • New River Pharmaceuticals Inc • Pharmaceutical preparations
THIS MODIFICATION OF LEASE is made and entered into as of the 1st day of August, 2004, by and between Virginia Tech Foundation, Inc., hereinafter called the Landlord, and New River Pharmaceuticals Inc., hereinafter called Tenant. The terms Landlord and Tenant are intended to include the successors and assigns of the original parties and their heirs, legal representatives, successors and assigns of the respective entities.
