THERATECHNOLOGIES INC. Common Shares Controlled Equity OfferingSM Sales AgreementSales Agreement • July 26th, 2021 • Theratechnologies Inc. • Pharmaceutical preparations • New York
Theratechnologies Inc., a corporation formed under the Companies Act (Québec) and continued under the Business Corporations Act (Québec) (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 10, 2010 Between THERATECHNOLOGIES INC. and COMPUTERSHARE TRUST COMPANY OF CANADA as Rights Agent Fasken Martineau DuMoulin LLP Stock Exchange Tower Suite 3400, Box 242 800 Place Victoria...Shareholder Rights Plan Agreement • June 13th, 2011 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS the Board of Directors of the Company has determined that it is advisable that the Company adopt a shareholder rights plan to take effect on the Effective Date (as hereinafter defined), subject to approval by the Independent Shareholders (as hereinafter defined) at the annual and special meeting of shareholders of the Company scheduled to be held on March 25, 2010, to ensure fair and equal treatment of all the Company’s shareholders in the event of a take-over bid, to protect shareholders from coercive take-over tactics and to allow the Board of Directors and Shareholders of the Company adequate time to assess the bid and consider alternatives to enhance value for Shareholders (the “Rights Plan”);
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 6, 2022 (AMENDING AND RESTATING A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 10, 2019) BETWEEN THERATECHNOLOGIES INC. and COMPUTERSHARE TRUST COMPANY OF CANADA as Rights...Shareholder Rights Plan Agreement • April 14th, 2022 • Theratechnologies Inc. • Pharmaceutical preparations
AMENDED AND RESTATED MASTER SERVICE AGREEMENTProject Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations • New Jersey
This Amended and Restated Master Service Agreement (this “Agreement”) is made as of December 14, 2016 (the “Effective Date”) by and between inVentiv Commercial Services, LLC with an office located at 500 Atrium Drive, Somerset, NJ 08873 (“inVentiv”) and Theratechnologies Inc., a Canadian corporation with offices located at 2015 Peel Street, 5th Floor, Montreal, Quebec, Canada H3A 1T8 (“Client”). Client and inVentiv may each be referred to herein as a “Party” and collectively, the “Parties”.
AMENDED AND RESTATED DISTRIBUTION AND MARKETING AGREEMENT DATED AS OF MARCH 6, 2017 BY AND BETWEEN THERATECHNOLOGIES INC. AND TAIMED BIOLOGICS INC.Distribution and Marketing Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED DISTRIBUTION AND MARKETING AGREEMENT (this “Agreement”) made as of March 6, 2017 (the “Execution Date”), by and between THERATECHNOLOGIES INC., a corporation organized under the laws of the Province of Québec, having its head office and principal place of business at 2015 Peel Street, 5th Floor, in the City of Montréal, Province of Québec, Canada, H3A 1T8 (“Theratechnologies”), and TaiMed Biologics Inc., a corporation organized under the laws of Taiwan, having its head office and principal place of business at 3F., No. 607, Ruiguang Rd., Neihu Dist., Taipei City 11492, Taiwan (“TaiMed”). Theratechnologies and TaiMed may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS Thera is a Canadian biopharmaceutical company engaged in the research, development and commercialization of therapeutic products;
AMENDMENT TO MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS Purchaser and Supplier signed a Manufacture and Supply Agreement dated as of December 23, 2009, as amended from time to time (the “MSA”);
AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT BETWEEN HOSPIRA WORLDWIDE, INC. and THERATECHNOLOGIES INC.Development and Supply Agreement • February 27th, 2014 • Theratechnologies Inc. • Pharmaceutical preparations
This Amendment to the Development and Supply Agreement (“Amendment”) is made and effective as of October 17, 2013 (“Amendment Effective Date”), by and between Hospira Worldwide, Inc., (“Hospira”), and Theratechnologies Inc., (“Theratechnologies”) each herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined herein). References to numbered sections and exhibits cited herein refer to specific sections of, and exhibits to the Agreement, as amended.
DISTRIBUTION AND LICENSING AGREEMENTDistribution and Licensing Agreement • February 28th, 2012 • Theratechnologies Inc. • Pharmaceutical preparations • England and Wales
THIS DISTRIBUTION AND LICENSING AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this 3rd day of February, 2011 (hereinafter the “Effective Date”),
May 15, 2023 Via EMAIL MAM Tiger Lender LLCTheratechnologies Inc. • November 3rd, 2023 • Pharmaceutical preparations
AMENDED AND RESTATED FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Theratechnologies Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED FOURTH AMENDMENT TO CREDIT AGREEMENT (this “A&R Amendment”) is made and entered into as of September 21, 2023 by and among THERATECHNOLOGIES INC., a corporation governed by the Business Corporations Act (Quebec) (the “Borrower”), and the lenders party hereto (the “Lenders”), which constitute the Required Lenders.
AMENDMENT #2 TO SHARE PURCHASE AGREEMENT AMONG: TRANSFERT PLUS, L.P. AND ALIGO INNOVATION, L.P. AND BORHANE ANNABI AND RICHARD BÉLIVEAU AND CYNDIA CHARFI AND JEAN-CHRISTOPHE CURRIE AND ALAIN LAROCQUE AND MICHEL DEMEULE AND SOPHIE KOZELKO AND...Share Purchase Agreement • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations • Quebec
WHEREAS the Purchaser and the Vendors have entered into a share purschase agreement dated February 25, 2019 (the “Share Purchase Agreement”), as amended on August 12, 2019 (the “First Amendment”) (the Share Purchase Agreement and the First Amendment, collectively the “Share Purchase Agreement”), pursuant to which Purchaser purchased from the Vendors all of the issued and outstanding common shares of Katana Biopharma Inc.;
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTAmended and Restated Exclusive License Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations • Quebec
This amended and restated exclusive license agreement (this “Agreement”) is made and entered into this 25th day of February, 2019 (the “Effective Date”).
ContractMutual Agreement • April 9th, 2013 • Theratechnologies Inc. • Pharmaceutical preparations • England and Wales
THIS MUTUAL AGREEMENT TO TERMINATE the distribution and licensing agreement dated February 3, 2011 is made and entered into as of April 2nd, 2013 (hereinafter the “Termination Agreement”).
THERATECHNOLOGIES INC. 12,500,000 Shares of Common Stock (no par value per share) Underwriting AgreementTheratechnologies Inc. • October 27th, 2023 • Pharmaceutical preparations • New York
Theratechnologies Inc., a corporation formed under the Companies Act (Québec) and continued under the Business Corporations Act (Québec) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 12,500,000 its common shares, no par value per share (the “Shares”). The 12,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,875,000 Shares pursuant to such option, which are hereinafter collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Underwriters agree that the sale of Offere
FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 15, 2013 BETWEEN THERATECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA.Shareholder Rights Plan Agreement • May 13th, 2013 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS the Corporation and the Rights Agent have entered into an amended and restated shareholder rights plan agreement as of April 15, 2013 (the “Rights Plan”), which amended and restated a shareholder rights plan agreement dated as of February 10, 2012;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS the Employee is employed by Thera since May 7, 2007 following the execution of an employment contract dated April 13, 2007, as amended May 23, 2012 and July 17, 2012 (the “employment contract”); and
MASTER SERVICES AGREEMENTMaster Services Agreement • February 25th, 2021 • Theratechnologies Inc. • Pharmaceutical preparations
This MASTER SERVICES AGREEMENT (hereinafter the “Agreement”) is entered into on December 18, 2020 (the “Effective Date”) between the following Parties:
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • February 25th, 2020 • Theratechnologies Inc. • Pharmaceutical preparations
This Second Amendment to Amended and Restated Master Services Agreement (this “Amendment 2”) dated February 3, 2020 (the “Amendment 2 Effective Date”) is made by and between inVentiv Commercial Services, LLC, a Syneos Health™ group company with an office located at 500 Atrium Drive, Somerset, NJ 08873 (“Syneos Health”) and Theratechnologies Inc., a Canadian corporation with offices located at 2015 Peel Street, 11th Floor, Montreal, Quebec, Canada H3A 1T8 (“Client”). Client and Syneos Health may each be referred to herein as a “Party” and collectively, the “Parties”.
AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT BETWEEN HOSPIRA WORLDWIDE, INC. and THERATECHNOLOGIES INC.Development and Supply Agreement • February 27th, 2014 • Theratechnologies Inc. • Pharmaceutical preparations
This Amendment to the Development and Supply Agreement (“Amendment”) is made and effective as of October 17, 2013 (“Amendment Effective Date”), by and between Hospira Worldwide, Inc. (“Hospira”), and Theratechnologies Inc. (“Theratechnologies”), each herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Kit Pack Agreement (as defined herein). References to numbered sections and exhibits cited herein refer to specific sections of, and exhibits to the Kit Pack Agreement, as amended.
MASTER SERVICES AGREEMENTMaster Services Agreement • February 25th, 2020 • Theratechnologies Inc. • Pharmaceutical preparations • New Jersey
This Master Services Agreement (“Agreement”) is made as of this 15th day of July, 2019 (the “Effective Date”) by and between Asembia LLC, a limited liability corporation incorporated under the laws of the State of Delaware having an address of 200 Park Avenue, Suite 300, Florham Park, New Jersey 07932, its affiliate under common majority control and ownership ASPN Pharmacies, LLC (collectively, “Provider”) and Theratechnologies Inc., a corporation governed by the Business Corporations Act (Québec) having an address of 2015 Peel, Suite 1100, Montreal, Québec H3A 1T8, including any and all affiliates (“Company”). Provider and Company may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
EMPLOYMENT CONTRACTEmployment Contract • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations • Quebec
DISTRIBUTION AND LICENSING AGREEMENTDistribution and Licensing Agreement • February 28th, 2012 • Theratechnologies Inc. • Pharmaceutical preparations • England and Wales
THIS DISTRIBUTION AND LICENSING AGREEMENT (hereinafter the “Agreement”) is made and entered into as of December 6th, 2010 (hereinafter the “Effective Date”)
BECTON DICKINSON CANADA INC. OEM AGREEMENTOem Agreement • June 13th, 2011 • Theratechnologies Inc. • Pharmaceutical preparations
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 25th, 2020 • Theratechnologies Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (“A&R Agreement”) is made as of the 3rd day of February, 2020 (“Effective Date”), between Theratechnologies Inc., a Québec company, having a principal place of business at 2015 Peel Street, 11th Floor, in the City of Montréal, Province of Québec, H3A 1T8, Canada (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Institution”), each referred to herein individually as a (“Party”) and, collectively, as the (“Parties”).
THERATECHNOLOGIES INC. - and - INVESTISSEMENT QUÉBEC INVESTOR RIGHTS AGREEMENT October 31, 2023Investor Rights Agreement • November 6th, 2023 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS a subscription agreement was entered into between the Investor and the Corporation pursuant to which the Investor purchased from the Corporation (i) 9,118,184 common shares in the share capital of the Corporation (the “Subscribed Shares”), representing approximately 19.9% of the issued and outstanding common shares in the share capital of the Corporation; and (ii) 3,381,816 subscription receipts (the “Subscription Receipts”) exchangeable, in accordance with the terms and conditions of the exchangeable receipt agreement entered into between the Investor and the Corporation on the date hereof, for common shares of the share capital of the Corporation on a one-for-one basis (the “Underlying Shares”), all of the issuable Underlying Shares representing, together with the Subscribed Shares, approximately 25.4% of the issued and outstanding common shares in the share capital of the Corporation; and
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Theratechnologies Inc. • Pharmaceutical preparations • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 28, 2023 by and among THERATECHNOLOGIES INC., a corporation governed by the Business Corporations Act (Quebec) (the “Borrower”), and the lenders party hereto (the “Lenders”), which constitute the Required Lenders.
EMPLOYMENT CONTRACTEmployment Contract • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS Thera wishes to hire the Employee to act as Senior Vice President and Chief Financial Officer in accordance with the terms and conditions contained herein; and
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SERVICE AGREEMENTMaster Service Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations • Quebec
This First Amendment (the “Amendment”) dated February 27, 2019 (the “Effective Date”) is made by and between inVentiv Commercial Services, LLC, a Syneos HealthTM group company, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Theratechnologies Inc., a Canadian corporation with an office located at 2015 Peel Street, 5th Floor, Montreal, Quebec, Canada H3A IT8 (as the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
MASTER SERVICE AGREEMENTMaster Service Agreement • April 7th, 2014 • Theratechnologies Inc. • Pharmaceutical preparations • New Jersey
This Master Service Agreement (this “Agreement”) is made as of December 10, 2013 (the “Effective Date”) by and between Ventiv Commercial Services, LLC with an office located at 500 Atrium Drive, Somerset, NJ 08873 (“inVentiv”) and Theratechnologies Inc., a Canadian corporation with offices located at 2310 Alfred-Nobel Blvd., Montreal, Quebec, Canada H4S2B4 (“Client”). Client and inVentiv may each be referred to herein as a “Party” and collectively, the “Parties”.
PERSONAL AND CONFIDENTIAL Montreal, July 31, 2023 John Leasure RE: Amendment to your Employment Agreement Dear John:Personal And • February 21st, 2024 • Theratechnologies Inc. • Pharmaceutical preparations
Further the decision of the board of directors of Theratechnologies Inc. (“Thera”) to harmonize the terms and conditions of all of the employment agreements of the executive officers related to a termination without a serious reason and a termination in the event of a change of control of Thera or other material transactions involving Thera, we hereby offer you to amend Sections 16.3 and 16.4 of your employment agreement dated January 6, 2023 (with an effective date of April 11, 2022) (the “Agreement”) as follows:
AMENDED & RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations • New York
This Amended and Restated Master Services Agreement (“Agreement”) is made as of the 1st day of November, 2017, by and between RxC Acquisition Company d/b/a RxCrossroads (“RxCrossroads”), a Delaware corporation with its principal place of business at 10350 Ormsby Park Place, Suite 500, Louisville, Kentucky 40223, and Theratechnologies Inc. (“Customer”), a corporation governed by the laws of Québec with a principal place of business at 2015 Peel Street., Suite 500, Montréal, Québec, H3A 1T8, Canada. RxCrossroads and Customer agree as follows:
TRUST INDENTURE between THERATECHNOLOGIES INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of 5.75% Convertible Unsecured Senior Notes Dated as of June 19, 2018Trust Indenture • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS the Corporation, under the laws relating to it, is duly authorized to create and issue the Notes as herein provided;
AMENDMENT #1 TO SHARE PURCHASE AGREEMENT AMONG: TRANSFERT PLUS, L.P. AND ALIGO INNOVATION, L.P. AND BORHANE ANNABI AND RICHARD BÉLIVEAU AND CYNDIA CHARFI AND JEAN-CHRISTOPHE CURRIE AND ALAIN LAROCQUE AND MICHEL DEMEULE AND SOPHIE KOZELKO AND...Share Purchase Agreement • September 27th, 2019 • Theratechnologies Inc. • Pharmaceutical preparations
WHEREAS the Purchaser and the Vendors have entered into a share purchase agreement dated February 25, 2019 (the “Share Purchase Agreement”) pursuant to which Purchaser purchased all of the issued and outstanding common shares of Katana Biopharma Inc. (“Katana”);
SUPPLY AGREEMENTSupply Agreement • June 13th, 2011 • Theratechnologies Inc. • Pharmaceutical preparations • New York
This Supply Agreement (hereafter the “Agreement” ) is made as of this 5th day of January, 2010 (hereafter“Effective Date”) by and between Theratechnologies Inc., having a principal place of business at 2310 Alfred-Nobel Boulevard, Montreal, Quebec, H4S 2B4, Canada (hereafter“Thera”) and Gruppo Cartotecnico Abar litofarma srl, having a principal place of business at Via Pusiano, 4 — Sesto Ulteriano 20098, San Giuliano, Milan, Italy (hereafter “GCAL”).
