NPS Pharmaceuticals Inc Sample Contracts

AMENDMENT AGREEMENT between SmithKline Beecham Corporation and NPS Pharmaceuticals, Inc. dated October 27, 1997.
Agreement • January 27th, 1998 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
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STOCK PURCHASE AGREEMENT between SmithKline Beecham Corporation and NPS Pharmaceuticals, Inc. dated November 26, 1997
Stock Purchase Agreement • January 27th, 1998 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
AND
NPS Pharmaceuticals Inc • March 22nd, 2002 • Biological products, (no disgnostic substances) • New York
6,880,000 Shares NPS Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 16th, 2010 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
NPS PHARMACEUTICALS, INC. 6,000,000 Shares of Common Stock Underwriting Agreement
NPS Pharmaceuticals Inc • May 22nd, 2013 • Biological products, (no disgnostic substances) • New York
AGREEMENT ---------
Registration Rights Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENT ---------
Restricted Stock Purchase Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Common Stock
Underwriting Agreement • November 9th, 2000 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Exhibit 10.14 MANUFACTURING AGREEMENT by and between NPS ALLELIX CORP.
Manufacturing Agreement • June 11th, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of NPS Pharmaceuticals, Inc., a Delaware corporation, is being filed jointly...
Joint Filing Agreement • March 28th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

TO THE RESEARCH AND DEVELOPMENT AGREEMENT
Research and Development Agreement • March 31st, 1998 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT among NPS PHARMACEUTICALS, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED and GOLDMAN, SACHS & CO., as Initial Purchasers Dated as of June 17, 2003
Registration Rights Agreement • August 12th, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 17, 2003 between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., (the “Initial Purchasers”) pursuant to the Purchase Agreement dated June 11, 2003 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 6th, 2009 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 5th day of August 2009 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and NPS Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2014 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New Jersey

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of March 10, 2014 (the "Effective Date") by and between NPS PHARMACEUTICALS, INC., a Delaware corporation, with a business address at 550 Hills Drive, Bedminster, New Jersey 07921, and all its affiliates (collectively the "Company"), and Paul Firuta (the "Executive").

AGREEMENT ---------
Mutual Termination and Release Agreement • July 2nd, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
7,000,000 Shares NPS Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2005 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to you as underwriter (the “Underwriter”) an option to purchase up to an additional 1,050,000 shares of the Common Stock (the “Option Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.

EXHIBIT 4.1 RIGHTS AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST, INC. AND NPS PHARMACEUTICALS, INC. DATED DECEMBER 4, 1996
Rights Agreement • December 19th, 1996 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
VOTING AGREEMENT
Voting Agreement • February 21st, 2003 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2003, by and between NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), and the undersigned Stockholder of Enzon (“Stockholder”).

NPS PHARMACEUTICALS, INC. SEPARATION AND RELEASE OF CLAIMS AGREEMENT
Separation and Release of Claims Agreement • March 17th, 2008 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Utah

This Separation and Release of Claims Agreement ("Agreement") documents the agreement between you, Val Antczak, and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates ("NPS") concerning the termination of your status as an employee of NPS effective December 7, 2007.

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AGREEMENT AND PLAN OF MERGER dated as of JANUARY 11, 2015 among
Agreement and Plan of Merger • January 12th, 2015 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 11, 2015 among NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shire Pharmaceutical Holdings Ireland Limited, a Company incorporated in Ireland (“Parent”), Knight Newco 2, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Subsidiary”), and, solely for the purposes set forth in Section 12.14, Shire plc, a Company incorporated in Jersey (“Parent Holdco”).

NPS Pharmaceuticals Inc. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 13th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)

THIS RESTRICTED STOCK UNIT AGREEMENT, is made and is effective as of the above Date of Grant between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to the Participant named above, who is an employee of the Company. The Company hereby irrevocably grants to Participant the number of Restricted Stock Units (“RSUs”) set forth above subject to the conditions provided herein and in the 2005 Omnibus Incentive Plan, as amended and restated (the “Plan”). Unless otherwise specified, capitalized terms shall have the meanings specified in attached Terms and Conditions and the Plan.

TERMINATION AND TRANSITION AGREEMENT DATED AS OF MARCH 18, 2013 BY AND AMONG NPS PHARMACEUTICALS, INC., TAKEDA GmbH, AND TAKEDA PHARMA A/S
Termination and Transition Agreement • March 19th, 2013 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

THIS TERMINATION AND TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2013 (the “Effective Date”), by and among NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), Takeda GmbH, a German company (formerly known as Nycomed GmbH) (“Takeda GmbH”), and Takeda Pharma A/S, a Danish company (formerly known as Nycomed Danmark ApS) (“Takeda Pharma” and, together with Takeda GmbH, “Takeda”). NPS and Takeda are sometimes referred to herein individually as a “Party” and together as the “Parties”.

FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • November 3rd, 2011 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California

THIS FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (the "Amendment") is dated as of November 19, 2004, which Amendment shall become effective as of the effective date of that certain Second Amendment to the Agreement (as defined below) (the "Effective Date"), by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen"). NPS and Amgen are referred to in this Amendment individually as a "Party" and collectively as the "Parties."

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2007 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2007, by and among NPS Pharmaceuticals Inc., a Delaware corporation, with headquarters located at 300 Interpace Parkway, Building B, Parsippany, NJ 07054 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

LEASE AGREEMENT
Lease Agreement • August 9th, 2004 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Ontario

The undermentioned is a summary of some of the essential terms of this lease. For details of the terms and meanings of the terms referred to below, recourse should be had to the balance of this lease. This summary is for convenience only and if a conflict occurs between the provisions of this summary and any other provisions of this lease, the other provisions of this lease shall govern.

SECOND AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • November 3rd, 2011 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California

THIS SECOND AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (the "Second Amendment") is made and entered into on November 19, 2004 (the "Second Amendment Effective Date"), by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen"). NPS and Amgen are referred to in this Second Amendment individually as a "Party" and collectively as the "Parties."

FIFTH AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • August 1st, 2012 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)

THIS FIFTH AMENDMENT (the "Fifth Amendment") to the DEVELOPMENT AND LICENSE AGREEMENT by and between NPS Pharmaceuticals, Inc. ("NPS") and Amgen Inc. ("Amgen") is dated as of June 29, 2012 (the "Amendment Effective Date"). NPS and Amgen are referred to in this Fifth Amendment individually as a "Party" and collectively as the "Parties". Additionally, Royalty Sub (as defined below) hereby acknowledges and agrees to the provisions contained in this Fifth Amendment. Certain terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement (as defined below).

INDENTURE dated as of December 22, 2004 by and between CINACALCET ROYALTY SUB LLC a Delaware limited liability company, as issuer of the Notes, and U.S. BANK NATIONAL ASSOCIATION as initial trustee of the Notes (As amended by the Supplemental...
NPS Pharmaceuticals Inc • February 7th, 2005 • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of December 22, 2004 (this “Indenture”), by and between CINACALCET ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes (the “Trustee”).

For Immediate Release Contact:
NPS Pharmaceuticals Inc • March 19th, 2013 • Biological products, (no disgnostic substances)

NPS Pharmaceuticals, Inc. Corporate Communications (908) 450-5516 smesco@npsp.com Takeda Pharmaceutical Company Limited Corporate Communications Dept. +81-3-3278-2037 Takeda Pharmaceuticals International GmbH +41445551501 tobias.cottmann@takeda.com

SEPARATION AGREEMENT
Separation Agreement • March 14th, 2007 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Ontario

This Separation Agreement documents the agreement between Edward F. Nemeth and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates (“NPS” or “the Company”) concerning the termination of Dr. Nemeth’s status as an employee of the Company.

AMENDMENT NUMBER ONE TO AMENDING AGREEMENT
Amending Agreement • March 17th, 2008 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances)

WHEREAS, the Parties have entered into a COMMERCIAL MANUFACTURING AGREEMENT dated as of OCTOBER 18, 2002 (hereinafter, the "Agreement") for the manufacture of NPS ALLELIX proprietary product ALX-11 (also known as PREOS®), for which the active ingredient is recombinant human parathyroid hormone eighty-four (84) amino acids ("rhPTH"); and

STOCK PURCHASE AGREEMENT By and Between NYCOMED DANMARK ApS and NPS PHARMACEUTICALS, INC. April 20, 2004
Stock Purchase Agreement • July 8th, 2004 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) dated April 20, 2004, by and between Nycomed Danmark ApS, a Danish corporation (the “Buyer”), and NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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