OYSTER POINT PHARMA, INC. [●] Shares of Common Stock Underwriting AgreementOyster Point Pharma, Inc. • May 12th, 2020 • Biological products, (no disgnostic substances) • New York
Oyster Point Pharma, 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, par value $0.001 per share (the “Common Stock”), 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 to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
OYSTER POINT PHARMA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2019 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2019 and is between Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
OYSTER POINT PHARMA, INC. AND ___________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 5th, 2020 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between OYSTER POINT PHARMA, INC., a Delaware corporation (the “Company”), and [•], a [corporation][national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
OYSTER POINT PHARMA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 5th, 2020 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OYSTER POINT PHARMA, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OYSTER POINT PHARMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • October 4th, 2019 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Change in Control and Severance Agreement (the “Agreement”) is made between Oyster Point Pharma, Inc. (the “Company”) and ________ (the “Executive”), effective as of _________________, 2019 (the “Effective Date”).
OYSTER POINT PHARMA, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 5th, 2020 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2022 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 7, 2022 (the “Agreement Date”), by and among Viatris Inc., a Delaware corporation (“Parent”), Iris Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Oyster Point Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 1st, 2022 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2022, is by and among Viatris Inc., a Delaware corporation (“Parent”), Iris Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each stockholder listed on the signature pages hereto (each, a “Stockholder”).
CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • November 4th, 2021 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
CREDIT AGREEMENT AND GUARANTY, dated as of August 5, 2021 (this “Agreement”), by and among Oyster Point Pharma, Inc., a Delaware corporation (the “Borrower”), certain of the Subsidiaries of the Borrower that may be required to provide Guaranties from time to time hereunder, OrbiMed Royalty & Credit Opportunities III, LP (the “Initial Lender”) and each other lender that may from time to time become a party hereto (each, including the Initial Lender, a “Lender” and collectively, the “Lenders”), and OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent for the Lenders (in such capacity, the “Agent”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH NON-EXCLUSIVE PATENT LICENSE AGREEMENTNon-Exclusive Patent License Agreement • October 21st, 2019 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
This Non-Exclusive Patent License Agreement (the “Agreement”) is made as of 18th October 2019 (the “Effective Date”) by and between Pfizer Inc. a corporation organized under the laws of Delaware, having its principal place of business at 235 East 42nd Street, New York, NY 10017, USA (hereinafter “Pfizer”) on behalf of itself and its Affiliates, and Oyster Point Pharma, Inc. a corporation organized and existing under the laws of Delaware and having offices located at 202 Carnegie Center, Suite 109, Princeton, NJ 08540 (“Oyster”). Each of Oyster and Pfizer may be referred to individually herein as a “Party” or collectively as the “Parties”.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • November 4th, 2021 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
This License and Collaboration Agreement (this “Agreement”) is entered into as of August 5, 2021 (the “Effective Date”) by and between:
WAIVER AND AMENDMENTWaiver and Amendment • October 19th, 2021 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
This WAIVER AND AMENDMENT (this “Agreement”) is made and entered into as of October 19, 2021, by and among OYSTER POINT PHARMA, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (the “Majority Lenders”) and ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP, as administrative agent for the Lenders (as defined below) (in such capacity, the “Agent”).
OYSTER POINT PHARMA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 15, 2019Investor Rights Agreement • October 4th, 2019 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investor Rights Agreement (this “Agreement”) is dated as of February 15, 2019, and is between Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
Re: Retention AgreementRetention Agreement • December 1st, 2022 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
As you know, Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), Viatris Inc., a Delaware corporation (“Parent”), and Iris Purchaser Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Parent acquiring the Company. As a condition to the willingness of Parent to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under your Change in Control and Severance Agreement with the Company (the “Severance Agreement”), the Company’s Severance Pay Plan (the “Severance Plan”) and any other agreement between you and the Company that provides for severance, separation or retention payments or benefits. Capitalized terms used but not otherwise defined herein shall have
Re: Retention AgreementOyster Point Pharma, Inc. • December 1st, 2022 • Biological products, (no disgnostic substances) • Pennsylvania
As you know, Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), Viatris Inc., a Delaware corporation (“Parent”), and Iris Purchaser Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Parent acquiring the Company. As a condition to the willingness of Parent to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under your Change in Control and Severance Agreement with the Company (the “Severance Agreement”), the Company’s Severance Pay Plan (the “Severance Plan”) and any other agreement between you and the Company that provides for severance, separation or retention payments or benefits. Capitalized terms used but not otherwise defined herein shall have
