SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2009 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2009, by and among Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NOL PRESERVATION LOCK-UP AGREEMENTNol Preservation Lock-Up Agreement • July 7th, 2009 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This NOL PRESERVATION LOCK-UP AGREEMENT (this “Agreement”) is made effective as of the Effective Date between Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investor signatories listed on Schedule A hereto (including any successor or assign of any such investor, each an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2009 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
ContractJazz Pharmaceuticals Inc • July 7th, 2009 • Pharmaceutical preparations • California
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PROVIDED BY ARTICLE IV OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 6, 2009, BY AND AMONG JAZZ PHARMACEUTICALS, INC. AND THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES THERETO.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2009 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 7, 2009, by and among Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchaser signatories hereto (including any successor or assign of any purchaser signatory hereto, each a “Purchaser” and collectively, the “Purchasers”).
