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Full Doc
 | 2000 |
Copromotion Agreement
Copromotion Agreement (126K)
Doc #281755: Click preview link for longer preview.
COPROMOTION AGREEMENT
THIS COPROMOTION AGREEMENT (this "AGREEMENT") is entered into and
effective as of this 22nd day of June, 2000 (the "EFFECTIVE DATE"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth-Ayerst Laboratories Division ("WYETH-AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product
ramipril in the United States and Puerto Rico under the registered trademark
ALTACE(R);
WHEREAS, AHPC is engaged in the business of and has expertise in, among
other things, the promotion of pharmaceutical products to physicians; and
WHEREAS, KING and AHPC desire to work together to promote the Product
in the United States, its territories and possessions, the District of Columbia
and the Commonwealth of Puerto Rico upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS
Capitalized terms used herein without definition shall have the
respective meanings assigned thereto in Annex I attached hereto and incorporated
herein for all purposes of this Agreement (such definitions to be equally
applicable to both the singular and plural forms of the terms defined). Unless
otherwise specified, all references herein to "Articles" or "Sections" are to
Articles or Sections of this Agreement.
2. GRANT OF RIGHTS TO AHPC
2.1 COPROMOTION RIGHTS.
(a) KING hereby grants to AHPC and its Affiliates, on an
exclusive basis together with KING and its Affiliates, the right to promote the
Product in the Territory during the Term of this Agreement, upon and subject to
the terms and conditions set forth in this Agreement.
(b) The grant of rights set forth in Section 2.1(a) is subject
to and limited by (i) the existing agreement with Medeva Pharmaceuticals, Inc.
("Medeva") pursuant to which Medeva and KING have agreed that Medeva, during the
next twelve (12) month period, will continue to distribute to Physicians in the
Territory, those samples of the Product that Medeva previously received from
KING pursuant to that certain copromotion agreement between KING and Medeva
1
{PAGE} 2
dated May 7, 1999, which Agreement has been terminated as of May 16, 2000, at a
rate of no more than 10,000 physician sample packs of the Product per each three
(3) month period, (ii) the right of KING and its Affiliates to promote the
Product in the Territory during the Term of this Agreement in accordance with
the terms hereof; and (iii) other applicable limits and restrictions on KING set
forth in the HMR AGREEMENTS, true and correct copies of which have been provided
to AHPC prior to the date of this Agreement.
(c) In consideration of the rights granted hereunder, upon
execution of this Agreement, AHPC shall pay to KING an amount in cash (by wire
transfer of immediately available funds to an account designated by KING in
writing) equal to Twenty-Five Million Dollars ($25,000,000.00) (the "INITIAL
PAYMENT").
(d) In further consideration of the rights granted hereunder,
AHPC shall pay to KING an amount in cash (by the same means as described in
Section 2.1(c)), equal to Fifty Million Dollars ($50,000,000) within thirty (30)
days after the Initiation Date, provided this Agreement shall not theretofore
have been terminated or written notice of termination have theretofore been
given by AHPC in accordance with Section 11.3.
2.2 TRADEMARK.
(a) Required Use and Compliance. Each party shall promote the
Product only under the Trademarks. Neither Party shall use any Trademarks other
than those listed in Exhibit 2.2 hereto in promoting the Product without the
prior approval of the AMC.
(b) Validity of Trademarks. Each party acknowledges the
validity of the other party's right, title and interest in and to its Trademarks
and shall not have, assert or acquire any right, title or interest in or to any
of such other party's Trademarks, except as otherwise explicitly provided in
this Agreement.
(c) Use of Trademarks. In connection with the subject matter
hereof, each party shall use the other party's Trademarks only in a manner
consistent with the trademark usage guidelines (the "Guidelines") and shall not
use any such Trademark in connection with any goods or products other than the
Product, notwithstanding that such goods or products are dissimilar to the
Product or have a different use. The parties shall develop the Guidelines as
soon as practicable after the Effective Date. Each party shall use the other
party's Tradermarks only to the extent authorized herein.
(d) Notice of Infringement.
(i) Each party shall give the other party notice of
any infringement or threatened infringement of any of such other
party's Trademarks used in connection with the Product. Each party
shall determine in its sole discretion what action, if any, to take in
response to the infringement or threatened infringement of that party's
Trademark, other than the primary brand Trademark(s). The Parties
intend that ALTACE(R) shall be the primary brand Trademark (the
"Primary Brand Trademark"). In the event that one party chooses to take
enforcement action in response to the infringement or threatened
2
{PAGE} 3
infringement of its Trademark, the other Party shall reasonably
cooperate in such enforcement; provided, however, the enforcing party
shall reimburse the other party for reasonable expenses incurred by the
other party that are related to such enforcement.
(ii) As to the Primary Brand Trademark(s) only, if
the Party owning such a Trademark fails to take enforcement action
within one hundred twenty (120) days following notice thereof in
response to the infringement or threatened infringement of its
Trademark, the other Party shall have the right, in its sole
discretion, to conduct litigation or other enforcement proceedings at
its own expense, naming the Trademark owner as a party plaintiff. In
such event, the Trademark owner shall reasonably cooperate in such
enforcement; provided, however, the enforcing Party shall reimburse the
other party for reasonable expenses incurred by the other party that
are related to such enforcement.
(iii) The parties shall cooperate in good faith with
respect to all Trademark enforcement action hereunder, and each party
shall notify the other party promptly of all substantive developments
with respect to such Trademark enforcement actions, including, without
limitation, all material filings, court papers and other related
documents. Each party shall consider the timely given, reasonable
comments and advice of the other party with respect to the strategy
employed and submissions made relative to any Trademark enforcement
actions. The party enforcing such Trademark action shall retain for its
281755
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King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, – COPROMOTION AGREEMENT (this "AGREEMENT") is entered into and
effective as of this 22nd day of June, 2000 (the "EFFECTIVE DATE"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth-Ayerst Laboratories Division ("WYETH-
_____________
King Pharmaceuticals
– such notice is received. The
designated officers are as follows:
For AHPC: President of Wyeth-Ayerst Pharmaceuticals -
North America
For KING: President of King Pharmaceuticals
In the event such designated officers are unable to
resolve such dispute, (i) the decision of AHPC, with respect to Detailing,
marketing
_____________
King Pharmaceuticals, – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
30
{PAGE} 31
with a copy to:
King Pharmaceuticals,
_____________
King Pharmaceuticals, – KING:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
30
{PAGE} 31
with a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to AHPC:
Wyeth-
_____________
KING PHARMACEUTICALS, – or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Copromotion
Agreement as of the first date written above.
KING PHARMACEUTICALS, INC.
By: /s/ Jefferson J. Gregory
----------------------------
Name: Jefferson J. Gregory
Title: President and Chief Operating Officer
AMERICAN HOME
PRODUCTS CORPORATION
By: /s/
_____________
dt 221559
;
Aventis Pharma
As referenced in this Copromotion Agreement:
Aventis Pharmaceuticals, Inc – as may be amended from time to
time, together with those certain agreements dated June 22, 2000 by and among
King Pharmaceuticals, Inc., Aventis Pharmaceuticals, Inc . and Aventis Pharma
Deutschland GmbH and styled as the Altace(R) Finished Product Manufacturing
Agreement and the Inventory Agreement together with all
_____________
dt 222190
;
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Wyeth
As referenced in this Copromotion Agreement:
Wyeth- – DATE"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth- Ayerst Laboratories Division ("WYETH-AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product
ramipril in the United States and Puerto Rico under the
_____________
"WYETH- – KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting
through its Wyeth-Ayerst Laboratories Division ("WYETH- AYERST").
WHEREAS, KING markets and distributes the pharmaceutical product
ramipril in the United States and Puerto Rico under the registered trademark
ALTACE(R);
_____________
Wyeth- – attempted resolution
by negotiations within thirty (30) days after such notice is received. The
designated officers are as follows:
For AHPC: President of Wyeth- Ayerst Pharmaceuticals -
North America
For KING: President of King Pharmaceuticals
In the event such designated officers are unable to
resolve such dispute, (i)
_____________
Wyeth- – King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to AHPC:
Wyeth- Ayerst Global Pharmaceuticals
555 E. Lancaster Ave.
St. Davids, Pennsylvania 19087
Attn: President
Facsimile: (610) 688-9498
with a copy to:
American Home
_____________
dt 227017
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| 2001 |
Copromotion Agreement
Copromotion Agreement (168K)
Doc #319883: Click preview link for longer preview.
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
2
TABLE OF CONTENTS
1. DEFINITIONS.................................................................. . . .
319883
|
King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, INC – SEQUENCE}3
{FILENAME}w44469ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
EXECUTION COPY
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC .
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{C} {C}
1. DEFINITIONS............................................................................1
2. GRANT OF RIGHTS..........................................................................2
2.1 Grant
_____________
KING PHARMACEUTICALS, INC – COPROMOTION AGREEMENT (this "Agreement") is entered into
and effective as of this 8th day of January, 2001 (the "Effective Date"), by and
between KING PHARMACEUTICALS, INC ., a Tennessee corporation ("KING"), and
NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales
force
_____________
KING Pharmaceuticals, Inc – 30) days after such notice is received. The
designated officers are as follows:
For NOVAVAX: President of Novavax, Inc.
For KING: President of KING Pharmaceuticals, Inc .
Any dispute that cannot be resolved within thirty (30)
calendar days after submission to the designated officers shall be submitted for
arbitration
_____________
KING Pharmaceuticals, Inc – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
KING Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute
_____________
KING Pharmaceuticals, Inc – Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute notice) to:
KING Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to NOVAVAX:
Novavax, Inc.
_____________
dt 625734
;
|
Novavax
As referenced in this Copromotion Agreement:
NOVAVAX, – EX-10.2
{SEQUENCE}3
{FILENAME}w44469ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
EXECUTION COPY
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{C} {C}
1. DEFINITIONS............................................................................1
2. GRANT OF
_____________
NOVAVAX. – C}
1. DEFINITIONS............................................................................1
2. GRANT OF RIGHTS..........................................................................2
2.1 Grant of Rights to KING..............................................................2
2.2 Grant of Rights to NOVAVAX. ..........................................................2
2.3 Trademark............................................................................2
3. RESPONSIBILITIES OF KING.................................................................4
3.1 Promotion by KING....................................................................4
3.2 Manufacture, Shipment, Etc. of
_____________
NOVAVAX. – Etc. of the KING Products.....................................6
3.3 KING Detail and Sales Reports........................................................6
3.4 KING Sales Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX. .............................................................8
4.1 Promotion of Copromote Products by NOVAVAX...........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3
_____________
NOVAVAX. – Detail and Sales Reports........................................................6
3.4 KING Sales Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX..............................................................8
4.1 Promotion of Copromote Products by NOVAVAX. ..........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3 NOVAVAX Detail and Sales Reports....................................................10
4.4 NOVAVAX
_____________
NOVAVAX – Force.....................................................................7
4. RESPONSIBILITIES OF NOVAVAX..............................................................8
4.1 Promotion of Copromote Products by NOVAVAX...........................................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products..................................9
4.3 NOVAVAX Detail and Sales Reports....................................................10
4.4 NOVAVAX Sales Force.................................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.......................................................12
5.
_____________
dt 616393
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| 2006 |
Collaboration Agreement
Collaboration Agreement (182K)
Doc #1032598: Click preview link for longer preview.
COLLABORATION AGREEMENT
This COLLABORATION AGREEMENT is entered into as of November 9, 2005 (the �Effective Date�), by and between PAIN THERAPEUTICS, INC., a Delaware corporation having an address of 416 Browning Way, South San Francisco, California 94080 (�PTI�), and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501 Fifth Avenue, Bristol, Tennessee 37620 (�King�). Each of King and PTI is sometimes referred to individually herein as a �Party� and collectively as the �Parties.�
WHEREAS, PTI owns or controls certain technology and . . .
1032598
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King Pharma
As referenced in this Collaboration Agreement:
KING PHARMACEUTICALS, INC – of November 9, 2005 (the Effective Date), by and between PAIN THERAPEUTICS, INC., a Delaware corporation having an address of 416 Browning Way, South San Francisco, California 94080 (PTI), and KING PHARMACEUTICALS, INC ., a Tennessee corporation having an address of 501 Fifth Avenue, Bristol, Tennessee 37620 (King). Each of King and PTI is sometimes referred to individually herein as a Party and
_____________
King Pharmaceuticals, Inc – Parties at the following addresses (or at such other addresses as shall be specified by like notice) with postage or delivery charges prepaid:
37
If to King:
If to PTI:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Tel.: (423) 989-8000
Fax: (423) 990-2566
Attention: General Counsel
Pain Therapeutics, Inc.
416 Browning Way
South San Francisco, California 94080
Tel.: (
_____________
King Pharmaceuticals, Inc – Therapeutics, Inc.
416 Browning Way
South San Francisco, California 94080
Tel.: (650) 825-3342
Fax: (650) 624-8222
Attention: President & CEO
With a copy to:
With a copy to:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Tel.: (423) 989-8000
Fax: (423) 274-2602
Attention: Business Development
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California
_____________
KING PHARMACEUTICALS, INC – this Collaboration Agreement to be executed by their duly authorized representatives as of the Effective Date.
PAIN THERAPEUTICS, INC.
By:
/s/ Remi Barbier
Name:
Remi Barbier
Title:
President & CEO
KING PHARMACEUTICALS, INC .
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and Chief Executive Officer
ANNEX A
DEFINITIONS TO COLLABORATION AGREEMENT
1. AAA has the meaning set forth in
_____________
dt 1551175
;
Pain Therapeutic
As referenced in this Collaboration Agreement:
PAIN THERAPEUTICS, INC – COLLABORATION AGREEMENT DATED NOVEMBER 9, 2005
Exhibit 10.8
Execution Copy
COLLABORATION AGREEMENT
This COLLABORATION AGREEMENT is entered into as of November 9, 2005 (the Effective Date), by and between PAIN THERAPEUTICS, INC ., a Delaware corporation having an address of 416 Browning Way, South San Francisco, California 94080 (PTI), and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501 Fifth
_____________
Pain Therapeutics, Inc – delivery charges prepaid:
37
If to King:
If to PTI:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Tel.: (423) 989-8000
Fax: (423) 990-2566
Attention: General Counsel
Pain Therapeutics, Inc .
416 Browning Way
South San Francisco, California 94080
Tel.: (650) 825-3342
Fax: (650) 624-8222
Attention: President & CEO
With a copy to:
With a copy to:
King
_____________
PAIN THERAPEUTICS, INC – Remainder of page intentionally left blank]
40
IN WITNESS WHEREOF, the Parties have caused this Collaboration Agreement to be executed by their duly authorized representatives as of the Effective Date.
PAIN THERAPEUTICS, INC .
By:
/s/ Remi Barbier
Name:
Remi Barbier
Title:
President & CEO
KING PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
President and Chief Executive Officer
_____________
dt 1429550
;
|
 WSGR
As referenced in this Collaboration Agreement:
Wilson Sonsini – amp; CEO
With a copy to:
With a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Tel.: (423) 989-8000
Fax: (423) 274-2602
Attention: Business Development
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Tel.: (650) 493-9300
Fax: (650) 493-6811
Attention: Michael ODonnell
13.2 Governing Law. This Agreement
_____________
dt 1324761
|
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| 2005 |
Collaboration Agreement
Collaboration Agreement (99K)
Doc #1248609: Click preview link for longer preview.
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.***
COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT (this �Agreement�) is entered into and effective as of this 8th day of September, 2005 (the �Effective Date�), by and between KING PHARMACEUTICALS, INC., a Tennessee corporation (�King�), and INYX, INC., a Nevada corporation (�Inyx�).
WHEREAS, King owns certain technology and proprietary materials related to the drugs Intal and Tilade;
WHEREAS, Inyx is a developer and manufacturer of pharmaceutical aerosol products; . . .
1248609
|
King Pharma
As referenced in this Collaboration Agreement:
KING PHARMACEUTICALS, INC – FILED WITH THE COMMISSION.***
COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT (this Agreement) is entered into and effective as of this 8th day of September, 2005 (the Effective Date), by and between KING PHARMACEUTICALS, INC ., a Tennessee corporation (King), and INYX, INC., a Nevada corporation (Inyx).
WHEREAS, King owns certain technology and proprietary materials related to the drugs Intal and Tilade;
WHEREAS, Inyx is
_____________
King Pharmaceuticals, Inc – facsimile number set out below for such party or such other address as the party may from time to time designate by written notice to the other:
If to King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
with a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President
_____________
King Pharmaceuticals, Inc – time designate by written notice to the other:
If to King:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8006
with a copy to:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
and
Jones Day
222 East 41st Street
New York, New York 10017
_____________
KING PHARMACEUTICALS, INC – required under applicable law, in connection with securities or other public filings.
IN WITNESS WHEREOF, the parties have duly executed this Collaboration Agreement as of the first date written above.
KING PHARMACEUTICALS, INC .
By:
/s/ Brian Markison
Brian Markison
President and CEO
INYX, INC.
By:
/s/ Jack Kachkar
Jack Kachkar
Chairman and CEO
CONFIDENTIAL TREATMENT
36
EXHIBIT A
TECHNOLOGY TRANSFER AGREEMENT
CONFIDENTIAL
_____________
dt 1551180
;
| |
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| 2004 |
Collaborative Development and Marketing Agreement
Collaborative Development and Marketing Agreement (195K)
Doc #321403: Click preview link for longer preview.
COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into as of August 12, 2004 (the �Effective Date�), by and between PALATIN TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 (�Palatin�) and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501 Fifth Avenue, Bristol, Tennessee 37620, (�King�). Each of King and Palatin is sometimes referred to individually herein as a . . .
321403
|
King Pharma
As referenced in this Collaborative Development and Marketing Agreement:
KING PHARMACEUTICALS, INC – by their duly authorized representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC.,
By:_________________________
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:_________________________
Name:
Title:
58
_____________
dt 625749
;
CTI
As referenced in this Collaborative Development and Marketing Agreement:
Competitive Technologies, Inc – Option has the meaning set forth in Section 5.1.
1.30 CT License Agreement means the License Agreement dated as of March 31, 1998 by and between Palatin and Competitive Technologies, Inc . (CT), a copy of which has been provided to King, as it may be amended from time to time hereafter, with the consent of King, to the extent required
_____________
dt 1435830
;
Mintz Levin
As referenced in this Collaborative Development and Marketing Agreement:
Mintz Levin – Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And a copy to:
Mintz Levin Cohn Ferris Glovsky and Popeo PC
666 Third Avenue
New York, New York 10017
Tel: (212) 935-3000
Fax: (212) 983-3115
Attention:
_____________
dt 501208
;
|
Mylan
As referenced in this Collaborative Development and Marketing Agreement:
Mylan Laboratories – by the JDMC and annexed hereto as an amendment to Exhibit F.
11
1.84 Merger means the merger contemplated by the Agreement and Plan of Merger by and among Mylan Laboratories Inc., Summit Merger Corporation and King, dated as of July 23, 2004.
1.85 NA means the countries and jurisdictions in North America, including Canada, Mexico, and Puerto Rico, and
_____________
dt 1334826
;
Palatin Tech.
As referenced in this Collaborative Development and Marketing Agreement:
Palatin Technologies, Inc – General Counsel
With a copy to:
501 Fifth Street
Bristol, Tennessee 37620
Tel: (423) 989-8000
Fax:
Attention: Business Development
If to Palatin:
Palatin Technologies, Inc .
Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
Attention:
_____________
Palatin Technologies, Inc – New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
Attention: Carl Spana, Ph.D.
With a copy to:
Stephen T. Wills
Palatin Technologies, Inc .
Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And
_____________
PALATIN TECHNOLOGIES, INC – the Parties have caused this Collaborative Development and Marketing Agreement to be executed by their duly authorized representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC .,
By:_________________________
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC.,
By:_________________________
Name:
Title:
58
_____________
dt 648355
|
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| 2005 |
Collaborative Development and Marketing Agreement
Collaborative Development and Marketing Agreement (316K)
Doc #1025927: Click preview link for longer preview.
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into
as of August 12, 2004 (the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501
Fifth Avenue, Bristol, Tennessee 37620, ("King"). Each of King and Palatin is
sometimes referred to individually herein as a "Party" and collectively as the
"Parties" . . .
1025927
|
King Pharma
As referenced in this Collaborative Development and Marketing Agreement:
KING PHARMACEUTICALS, INC – the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC ., a Tennessee corporation having an address of 501
Fifth Avenue, Bristol, Tennessee 37620, ("King"). Each of King and Palatin is
sometimes referred to individually herein as a "Party" and
_____________
KING PHARMACEUTICALS, INC – Collaborative
Development and Marketing Agreement to be executed by their duly authorized
representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC.,
By:
----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:
----------------------------------
Name:
Title:
58
EXHIBIT A
INITIAL PLAN FOR DEVELOPMENT AND MARKETING PROGRAM
[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]
EXHIBIT B
_____________
King Pharmaceuticals, Inc – and between Palatin
Technologies, Inc. a Delaware corporation, with its principal place of business
at Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey
08512 (the "Company"), and King Pharmaceuticals, Inc ., a Tennessee corporation
with a place of business at 501 Fifth Street, Bristol, Tennessee 37620 (the
"Purchaser"). The Company and the Purchaser are sometimes hereafter referred to
individually as
_____________
KING PHARMACEUTICALS, INC – caused this Agreement to be executed by their duly authorized representatives,
as of the date first written above.
PALATIN TECHNOLOGIES, INC.,
By:
-----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:
-----------------------------------
Name:
Title:
[Signature Page to Securities Purchase Agreement]
EXHIBIT I
FORM OF WARRANTS
FORM OF
WARRANT CERTIFICATE
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
_____________
KING PHARMACEUTICALS, INC – COMMON STOCK PURCHASE WARRANT CERTIFICATE
THE WARRANTS EVIDENCED BY THIS CERTIFICATE
ARE NOT EXERCISABLE AFTER 5:00 P.M.,
NEW YORK CITY TIME, ON
_________________, ____, 20____
THIS CERTIFIES THAT:
KING PHARMACEUTICALS, INC ., or its registered assigns, is the
registered holder (the "Registered Holder") of the number of Warrants
set forth above, each of which represents the right to purchase from
Palatin
_____________
dt 1551172
;
CTI
As referenced in this Collaborative Development and Marketing Agreement:
Competitive Technologies, Inc – OPTION" has the meaning set forth in Section 5.1.
1.30 "CT LICENSE AGREEMENT" means the License Agreement dated as of March 31,
1998 by and between Palatin and Competitive Technologies, Inc . ("CT"), a copy of
which has been provided to King, as it may be amended from time to time
hereafter, with the consent of King, to the extent required
_____________
dt 1435839
;
|
Mylan
As referenced in this Collaborative Development and Marketing Agreement:
Mylan Laboratories – the JDMC and annexed hereto as an amendment to
Exhibit F.
11
1.84 "MERGER" means the merger contemplated by the Agreement and Plan of Merger
by and among Mylan Laboratories Inc., Summit Merger Corporation and King, dated
as of July 23, 2004.
1.85 "NA" means the countries and jurisdictions in North America, including
Canada, Mexico, and Puerto Rico, and
_____________
dt 1334827
;
Palatin Tech.
As referenced in this Collaborative Development and Marketing Agreement:
PALATIN
TECHNOLOGIES, INC – TEXT>
EXHIBIT 10.2
COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into
as of August 12, 2004 (the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC ., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC., a Tennessee corporation having an
_____________
Palatin Technologies, Inc – of receipt by overnight courier addressed as follows,
or to such other address as may be designated from time to time:
If to King: If to Palatin:
501 Fifth Street Palatin Technologies, Inc .
Bristol, Tennessee 37620 Cedar Brook Corporate Centre
Tel: (423) 989-8000 4-C Cedar Brook Drive
Fax: Cranbury, New Jersey 08512
Attention: General Counsel Tel: (609) 495-2200
Fax: (
_____________
Palatin Technologies, Inc – 609) 495-2203
With a copy to: Attention: Carl Spana, Ph.D.
501 Fifth Street
Bristol, Tennessee 37620 With a copy to:
Tel: (423) 989-8000 Stephen T. Wills
Fax: Palatin Technologies, Inc .
Attention: Business Development Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And a copy to:
Mintz
_____________
PALATIN TECHNOLOGIES, INC – LEFT BLANK]
57
IN WITNESS WHEREOF, the Parties have caused this Collaborative
Development and Marketing Agreement to be executed by their duly authorized
representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC .,
By:
----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC.,
By:
----------------------------------
Name:
Title:
58
EXHIBIT A
INITIAL PLAN FOR DEVELOPMENT AND MARKETING PROGRAM
[INFORMATION OMITTED AND
_____________
Palatin
Technologies, Inc – EXHIBIT H
FORM OF SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is made effective
as of ______________, _______ (the "Effective Date") by and between Palatin
Technologies, Inc . a Delaware corporation, with its principal place of business
at Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey
08512 (the "Company"), and King Pharmaceuticals, Inc., a
_____________
dt 1501040
|
Preview
Full Doc
| 2004 |
Common Stock Purchase Agreement
Common Stock Purchase Agreement (79K)
Doc #319794: Click preview link for longer preview.
NOVAVAX, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this �Agreement�) is made and entered into as of July 16, 2004, by and between Novavax, Inc., a Delaware corporation (the �Company�), and Joseph R. Gregory, an individual resident of the State of Tennessee (such investor, or his nominee, the �Investor�).
1. AGREEMENT TO PURCHASE AND SELL STOCK.
1.1 Authorization. As of the Closing (as defined below), the Company will have . . .
319794
|
King Pharma
As referenced in this Common Stock Purchase Agreement:
King Pharmaceuticals, Inc – Option Plan, (iii) approximately 5,188,147 additional shares of Common Stock reserved for issuance upon the conversion of convertible notes issued to King Pharmaceuticals, Inc ., and (iv) warrants to purchase an aggregate of approximately 70,000 shares of Common Stock, there are not outstanding any options, warrants,
_____________
dt 625692
;
Novavax
As referenced in this Common Stock Purchase Agreement:
NOVAVAX, –
exv99w2
EX-99.2 3 w99186exv99w2.htm EXHIBIT 99.2
Exhibit 99.2
NOVAVAX, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 16, 2004,
_____________
Novavax, – STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 16, 2004, by and between Novavax, Inc., a Delaware corporation (the Company), and Joseph R. Gregory, an individual resident of the State of Tennessee (such investor, or his
_____________
Novavax, – IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Purchase Agreement as of the date first above written.
THE COMPANY:
INVESTOR:
Novavax, Inc.,
Joseph R. Gregory
a Delaware corporation
By: /s/ Nelson M. Sims
/s/ Joseph R. Gregory
Title: President/Chief Executive Officer
[COUNTERPART
_____________
dt 616309
;
|
 Nasdaq Stock Market Inc.
As referenced in this Common Stock Purchase Agreement:
Nasdaq Stock Market, Inc – registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and is listed on The Nasdaq Stock Market, Inc . National Market (the Nasdaq National Market). The Company will use its best efforts to comply with all requirements of the National Association
_____________
dt 687385
|
Preview
Full Doc
| 2003 |
Common Stock Purchase Agreement
Common Stock Purchase Agreement (86K)
Doc #319827: Click preview link for longer preview.
NOVAVAX, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this �Agreement�) is made and entered into as of February 17, 2003, by and among Novavax, Inc., a Delaware corporation (the �Company�), and the parties listed on the Schedule of Investors separately delivered to the Investors (the �Schedule of Investors�) (each hereinafter individually referred to as an �Investor� and collectively referred to as the �Investors�).
1. AGREEMENT TO PURCHASE AND SELL STOCK. . . .
319827
|
King Pharma
As referenced in this Common Stock Purchase Agreement:
King Pharmaceuticals, Inc – Option Plan, (iii) approximately 4,748,309 additional shares of Common Stock reserved for issuance upon the conversion of convertible notes issued to King Pharmaceuticals, Inc . and (iv) warrants to purchase an aggregate of approximately 70,000 shares of Common Stock, there are not outstanding any options, warrants,
_____________
King Pharmaceuticals, Inc – M. Gregory is neither an officer nor a director of, and neither Mr. Gregory nor SJ Strategic Investments LLC is an affiliate of, King Pharmaceuticals, Inc . and that the investment being made in the Company by SJ Strategic Investments LLC is not being made at the direction of
_____________
King Pharmaceuticals, Inc – Inc. and that the investment being made in the Company by SJ Strategic Investments LLC is not being made at the direction of King Pharmaceuticals, Inc .
23
9.16. Standstill. Without the prior written consent of the Company, during the period commencing on the date of this Agreement
_____________
dt 625700
;
Novavax
As referenced in this Common Stock Purchase Agreement:
NOVAVAX, –
exv99w2
EX-99.2 4 w83865exv99w2.htm EXHIBIT 99.2
Exhibit 99.2
NOVAVAX, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of February 17, 2003,
_____________
Novavax, – STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of February 17, 2003, by and among Novavax, Inc., a Delaware corporation (the Company), and the parties listed on the Schedule of Investors separately delivered to the Investors (the Schedule
_____________
Novavax, – IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Purchase Agreement as of the date first above written.
THE COMPANY:
INVESTOR:
Novavax, Inc.,
a Delaware corporation
______
Name of Investor
By:
By:
Title:
Title:
[COUNTERPART SIGNATURE PAGE
COMMON STOCK PURCHASE AGREEMENT]
25
_____________
dt 616340
;
|
Nasdaq Stock Market Inc.
As referenced in this Common Stock Purchase Agreement:
Nasdaq Stock Market, Inc – registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and is listed on The Nasdaq Stock Market, Inc . National Market (the Nasdaq National Market). The Company will use its best efforts to comply with all requirements of the National Association
_____________
dt 687388
|
| Full Doc
| 2000 |
Draft Talking Points
Draft Talking Points (20K)
Doc #281752: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}425
{SEQUENCE}1
{FILENAME}e425.txt
{DESCRIPTION}KING PHARMACEUTICALS, INC.
{TEXT}
{PAGE} 1
Filed by King Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Commission File No.: 001-15875
Subject Company: King Pharmaceuticals, Inc.
THE FOLLOWING IS THE TEXT OF AN OUTLINE FOR A PORTION OF A CONFERENCE CALL HELD
BY REPRESENTATIVES OF KING PHARMACEUTICALS, INC. AND JONES PHARMA INCORPORATED
ON JULY 13, 2000.
KING PHARMACEUTICALS / JONES PHARMA
DRAFT TALKING POINTS
--------------------------------------------------------------------------------
Operator
- Welcome to the King Pharmaceuticals and Jones Pharma conference call. A
digital replay of this call will be available for two weeks after
today. The US number to access this call is (888) 264-3165 and the
international number is (402) 220-0140. The access code is 7927.
- [Provide information regarding how questions can be asked.]
- I would now like to turn the call over to John Gregory.
John Gregory
- Good morning, this is John Gregory, Chairman and CEO of King
Pharmaceuticals.
- Thank you for joining us to discuss King Pharmaceuticals' recently
announced merger with Jones Pharma.
- Before we begin, I would just like to say that this conference call may
contain forward-looking statements which reflect Management's current
views of future events and operations. These forward-looking
statements are based on assumptions and external factors, including
assumptions relating to regulatory actions and competing products. Any
changes in such assumptions or external factors could produce
significantly different results. Certain factors that may cause actual
results to differ materially from the forward-looking statements are
discussed on King's current Form 10-K and other filings with the SEC.
- With me today are Dennis Jones, Chairman and CEO of Jones Pharma,
Andrew Franz, COO of Jones Pharma, Mike Bramblett, Executive Vice
President, Business Development of Jones Pharma, Jeff Gregory,
President of King Pharmaceuticals, Joseph Gregory, Vice Chairman of
Operations for the Board of Directors of King Pharmaceuticals; Richard
Williams, Vice-Chairman of Research for the Board of Directors of King
Pharmaceuticals, Ernest Bourne, President of the International Division
of King Pharmaceuticals, and John Bellamy, Executive Vice President,
Legal Affairs and General Counsel of King Pharmaceuticals.
- As you know from our press release, King has entered into a definitive
agreement to merge with Jones in a stock-for-stock pooling-of-interests
transaction that will be tax free to both King and Jones Shareholders.
As part of the transaction, King will offer 1.125 shares of its stock
for each share of Jones.
- Jones is an excellent merger partner for the following reasons:
* Jones adds scale to King, and will position us among the
largest, highest quality emerging growth pharmaceutical
companies;
{PAGE} 2
KING PHARMACEUTICALS / JONES PHARMA
DRAFT TALKING POINTS
--------------------------------------------------------------------------------
* The merger combines two of the strongest performers in the
emerging growth pharmaceutical industry;
* It diversifies our product portfolio by providing multiple new
growth engines with attractive margins;
* It complements our current therapeutic focus. For example,
several of Jones' products are prescribed heavily by general
practitioners and by women's health physicians, both of which
are key focuses of King's sales force;
* The merger enhances our marketing capabilities;
* It provides increased liquidity and further strengthens the
balance sheet of King. The cash and capital strength that this
transaction adds provides even a stronger platform for
additional growth;
* Productivity and efficiency gains will be realized by
cross-selling opportunities for the combined sales force; and
* It will be immediately accretive to earnings in 2000, and we
expect it to be in the range of 3% to 4% accretive to earnings
in 2001.
* Dennis Jones will serve as a consultant for a period of time.
- I am also proud that Drew Franz, the current President and COO of
Jones, will be joining King's Board of Directors and will become
President and CEO of the Jones subsidiary. We have very much enjoyed
working with Drew and look forward to the benefit of his insight and
experience going forward. In addition, we think that Dennis Jones has
built a tremendous management team and we look forward to working with
them in the future.
- I would now like to turn the call over to the Chairman and CEO of
Jones, Dennis Jones.
Dennis Jones
- Thank you John.
- We believe this merger also makes strategic sense for Jones:
- It provides Jones shareholders with a stake in a fully integrated
specialty pharmaceutical company with a promising R&D pipeline as well
as outstanding marketing strength;
- Jones can now take advantage of a combined sales and marketing
infrastructure of over 400 sales people to increase the marketing
efforts of its products, particularly with general practitioners and
family practitioners, a great strength of King;
- Diversifies Jones' therapeutic presence, including large, growing
markets such as the $4 billion ACE inhibitor market: Altace, King's key
growth driver, is one of the most promising ACE inhibitors, and is
patent protected until 2008;
281752
|
King Pharma
As referenced in this Draft Talking Points:
}KING PHARMACEUTICALS, – {DOCUMENT}
{TYPE}425
{SEQUENCE}1
{FILENAME}e425.txt
{DESCRIPTION}KING PHARMACEUTICALS, INC.
{TEXT}
{PAGE} 1
Filed by King Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Commission
_____________
King Pharmaceuticals, – {DOCUMENT}
{TYPE}425
{SEQUENCE}1
{FILENAME}e425.txt
{DESCRIPTION}KING PHARMACEUTICALS, INC.
{TEXT}
{PAGE} 1
Filed by King Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Commission File No.: 001-15875
Subject Company: King Pharmaceuticals,
_____________
King Pharmaceuticals, – by King Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Commission File No.: 001-15875
Subject Company: King Pharmaceuticals, Inc.
THE FOLLOWING IS THE TEXT OF AN OUTLINE FOR A PORTION OF A CONFERENCE CALL HELD
BY REPRESENTATIVES OF KING PHARMACEUTICALS,
_____________
KING PHARMACEUTICALS, – Company: King Pharmaceuticals, Inc.
THE FOLLOWING IS THE TEXT OF AN OUTLINE FOR A PORTION OF A CONFERENCE CALL HELD
BY REPRESENTATIVES OF KING PHARMACEUTICALS, INC. AND JONES PHARMA INCORPORATED
ON JULY 13, 2000.
KING PHARMACEUTICALS / JONES PHARMA
DRAFT TALKING POINTS
--------------------------------------------------------------------------------
Operator
- Welcome to the King Pharmaceuticals
_____________
KING PHARMACEUTICALS – OUTLINE FOR A PORTION OF A CONFERENCE CALL HELD
BY REPRESENTATIVES OF KING PHARMACEUTICALS, INC. AND JONES PHARMA INCORPORATED
ON JULY 13, 2000.
KING PHARMACEUTICALS / JONES PHARMA
DRAFT TALKING POINTS
--------------------------------------------------------------------------------
Operator
- Welcome to the King Pharmaceuticals and Jones Pharma conference call. A
digital replay of this call
_____________
dt 221556
| |
Preview
Full Doc
| 2007 |
Confidentiality Agreement
Confidentiality Agreement (6K)
Doc #2688489: Click preview link for longer preview.
AMENDMENT NUMBER 1 TO
PURCHASE AGREEMENT, CONTRACT SALES FORCE AGREEMENT AND
CONFIDENTIALITY AGREEMENT
THIS AMENDMENT, (the �Amendment�) effective as of November 30, 2006 (the �Effective Date of this Amendment�), is made by and between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation, and all of its successors and assigns (the �Seller�), KING PHARMACEUTICALS, INC., a Tennessee corporation (�King�) and KING PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC., a Delaware corporation and wholly owned subsidiary of King (�King R & D; King R & D . . .
2688489
|
King Pharma
As referenced in this Confidentiality Agreement:
KING PHARMACEUTICALS, INC – of November 30, 2006 (the Effective Date of this Amendment), is made by and between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation, and all of its successors and assigns (the Seller), KING PHARMACEUTICALS, INC ., a Tennessee corporation (King) and KING PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC., a Delaware corporation and wholly owned subsidiary of King (King R & D; King R & D together
_____________
King Pharmaceuticals, Inc – the Confidentiality Agreement shall be amended to add the following final sentence:
Upon Closing (as such term is defined in that certain Purchase Agreement by and among Ligand Pharmaceuticals Incorporated, King Pharmaceuticals, Inc . and King Pharmaceuticals Research and Development, Inc. and dated as of September 6, 2006 (the Purchase Agreement), Proprietary Information of King received by Ligand as the Receiving Party hereunder
_____________
KING PHARMACEUTICALS, INC – effect in accordance with their terms as amended by this Amendment.
* * *
[signature page follows]
-3-
IN WITNESS WHEREOF, the Parties have executed this Amendment in multiple counterparts.
LIGAND PHARMACEUTICALS INCORPORATED
KING PHARMACEUTICALS, INC .
By:
/s/ Warner R. Broaddus
By:
/s/ James W. Elrod
Title:
VP, GC & Secty
Title:
GC and Secretary
KING PHARMACEUTICAL RESEARCH AND DEVELOPMENT, INC.
By:
/s/ James W.
_____________
dt 1683789
| |
Preview
Full Doc
| 2002 |
Convertible Note
Convertible Note (30K)
Doc #319838: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT, OR (II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF . . .
319838
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a
Tennessee corporation, or its registered assigns ("Payee"), the principal
amount of Ten Million Dollars ($10,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – Inc.
8320 Guilford Road
Columbia, Maryland 21046
Attn: Ann P. McGeehan, Esq.
Vice President and General Counsel
Telecopy: (301) 854-3902
To Payee:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President of Legal Affairs
and General Counsel
Telecopy: (423) 989-6282
- 8 -
{PAGE}
_____________
dt 625703
;
Novavax
As referenced in this Convertible Note:
NOVAVAX, – FILENAME}g76829a2exv7.txt
{DESCRIPTION}CONVERTIBLE NOTE NO. 4
{TEXT}
{PAGE}
EXHIBIT 7
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL,
WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY
SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH
SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR
(B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR
(B) A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER
THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION
WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION
BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY
SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 4 June 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 616350
;
|
Hogan & Hartson
As referenced in this Convertible Note:
Hogan & Hartson – Vice President of Legal Affairs
and General Counsel
Telecopy: (423) 989-6282
- 8 -
{PAGE}
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 543540
|
Preview
Full Doc
| 2002 |
Convertible Note
Convertible Note (27K)
Doc #319843: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE �SECURITIES ACT�), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR (II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH . . .
319843
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a Tennessee corporation, or its registered assigns (Payee), the principal amount of Ten Million Dollars ($10,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – Inc.
8320 Guilford Road
Columbia, Maryland 21046
Attn:
Ann P. McGeehan, Esq.
Vice President and General Counsel
Telecopy: (301) 854-3902
To Payee:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn:
Executive Vice President of Legal Affairs
and General Counsel
Telecopy: (423) 989-6282
with a
_____________
dt 625708
;
|
Novavax
As referenced in this Convertible Note:
NOVAVAX, –
exv99w3
EX-99.3 5 w61907exv99w3.htm CONVERTIBLE NOTE
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 4
June 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a Tennessee
_____________
dt 616355
|
Preview
Full Doc
| 2001 |
Convertible Note
Convertible Note (30K)
Doc #319858: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR
(II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF . . .
319858
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a
Tennessee corporation, or its registered assigns ("Payee"), the principal amount
of Five Million Dollars ($5,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – Investor Rights Agreement dated as of December 19, 2000,
as amended (the "Investor
{PAGE} 2
Rights Agreement"), by and between the Company and King Pharmaceuticals, Inc .
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months and
_____________
King Pharmaceuticals, Inc – to:
White & McDermott, P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
_____________
dt 625715
;
Novavax
As referenced in this Convertible Note:
NOVAVAX, – DESCRIPTION}CONVERTIBLE NOTE NO. 2
{TEXT}
{PAGE} 1
EXHIBIT 4
EXECUTION COPY
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 2 September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 616368
;
|
Hogan & Hartson
As referenced in this Convertible Note:
Hogan & Hartson – Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 543546
|
Preview
Full Doc
| 2001 |
Convertible Note
Convertible Note (30K)
Doc #319859: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR
(II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF . . .
319859
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a
Tennessee corporation, or its registered assigns ("Payee"), the principal amount
of Five Million Dollars ($5,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – Investor Rights Agreement dated as of December 19, 2000,
as amended (the "Investor
{PAGE} 2
Rights Agreement"), by and between the Company and King Pharmaceuticals, Inc .
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months and
_____________
King Pharmaceuticals, Inc – to:
White & McDermott, P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
_____________
dt 625716
;
Novavax
As referenced in this Convertible Note:
NOVAVAX, – DESCRIPTION}CONVERTIBLE NOTE NO. 3
{TEXT}
{PAGE} 1
EXHIBIT 5
EXECUTION COPY
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 3 September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 616369
;
|
Hogan & Hartson
As referenced in this Convertible Note:
Hogan & Hartson – Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 543547
|
Preview
Full Doc
| 2001 |
Convertible Note
Convertible Note (26K)
Doc #319867: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE �SECURITIES ACT�), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR (II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND . . .
319867
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a Tennessee corporation, or its registered assigns (Payee), the principal amount of Five Million Dollars ($5,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – in the Investor Rights Agreement dated as of December 19, 2000, as amended (the Investor Rights Agreement), by and between the Company and King Pharmaceuticals, Inc .
Interest payable on this Note shall be computed on the basis of a 360-day year of twelve 30-day months and
_____________
King Pharmaceuticals, Inc – to:
White & McDermott, P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
_____________
dt 625724
;
|
Novavax
As referenced in this Convertible Note:
NOVAVAX, – EX-99.4 6 w53253ex99-4.htm CONVERTIBLE NOTE
Exhibit 99.4
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 2
September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a Tennessee
_____________
dt 616377
|
Preview
Full Doc
| 2001 |
Convertible Note
Convertible Note (26K)
Doc #319868: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE �SECURITIES ACT�), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR (II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND . . .
319868
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a Tennessee corporation, or its registered assigns (Payee), the principal amount of Five Million Dollars ($5,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – in the Investor Rights Agreement dated as of December 19, 2000, as amended (the Investor Rights Agreement), by and between the Company and King Pharmaceuticals, Inc .
Interest payable on this Note shall be computed on the basis of a 360-day year of twelve 30-day months and
_____________
King Pharmaceuticals, Inc – to:
White & McDermott, P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
_____________
dt 625725
;
|
Novavax
As referenced in this Convertible Note:
NOVAVAX, – EX-99.5 7 w53253ex99-5.htm CONVERTIBLE NOTE
Exhibit 99.5
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES) WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 3
September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the Company), for value received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a Tennessee
_____________
dt 616378
|
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Full Doc
| 2001 |
Convertible Note
Convertible Note (29K)
Doc #319889: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR
(II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF . . .
319889
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 19, 2000
$20,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a
Tennessee corporation, or its registered assigns ("Payee"), the principal amount
of Twenty Million Dollars ($20,000,000), on December 19, 2007,
_____________
King
Pharmaceuticals, Inc – to them in the Investor Rights Agreement dated as of December 19, 2000
(the "Investor Rights Agreement") by and between the Company and King
Pharmaceuticals, Inc .
{PAGE} 2
Interest payable on this Note shall be computed on the basis of
a 360-day year of twelve 30-day
_____________
King Pharmaceuticals, Inc – P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
-6-
{PAGE} 7
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President
and General Counsel
Telecopy: (423) 989-6282
with a copy (which shall
_____________
dt 625741
;
Novavax
As referenced in this Convertible Note:
NOVAVAX, – w43971ex99-3.txt
{DESCRIPTION}CONVERTIBLE NOTE
{TEXT}
{PAGE} 1
EXHIBIT 99.3
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 1 December 19, 2000
$20,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 616399
;
|
Hogan & Hartson
As referenced in this Convertible Note:
Hogan & Hartson – Bristol, Tennessee 37620
Attn: Executive Vice President
and General Counsel
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 543555
|
Preview
Full Doc
| 2000 |
Convertible Note
Convertible Note (30K)
Doc #319892: Click preview link for longer preview.
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR
(II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF . . .
319892
|
King Pharma
As referenced in this Convertible Note:
KING PHARMACEUTICALS, INC – 19, 2000
$20,000,000
NOVAVAX, INC., a Delaware corporation (the "COMPANY"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC ., a
Tennessee corporation, or its registered assigns ("PAYEE"), the principal amount
of Twenty Million Dollars ($20,000,000), on December 19, 2007,
_____________
King Pharmaceuticals, Inc – to them in the Investor
Rights Agreement dated as of December 19, 2000 (the "INVESTOR RIGHTS AGREEMENT")
by and between the Company and King Pharmaceuticals, Inc .
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months and
_____________
King Pharmaceuticals, Inc – P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
-7-
{PAGE} 8
To King:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President
and General Counsel
Telecopy: (423) 989-6282
with a copy (which shall
_____________
dt 625744
;
Novavax
As referenced in this Convertible Note:
NOVAVAX, – {DOCUMENT}
{TYPE}EX-1
{SEQUENCE}2
{FILENAME}g66078ex1.txt
{DESCRIPTION}CONVERTIBILE NOTE OF NOVAVAX, INC.
{TEXT}
{PAGE} 1
Exhibit 1
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
_____________
NOVAVAX, – txt
{DESCRIPTION}CONVERTIBILE NOTE OF NOVAVAX, INC.
{TEXT}
{PAGE} 1
Exhibit 1
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
dt 616401
;
|
Hogan & Hartson
As referenced in this Convertible Note:
Hogan & Hartson – Bristol, Tennessee 37620
Attn: Executive Vice President
and General Counsel
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 543557
|
Preview
Full Doc
| 2002 |
Convertible Senior Note
Convertible Senior Note (30K)
Doc #281671: Click preview link for longer preview.
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT, OR (II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL,
WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY
SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH
SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR
(B) A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER
THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION
WILL NOT RESULT IN A RECOMMENDATION BY THE STAFF OF THE COMMISSION THAT ACTION
BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY
SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 4 June 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee corporation, or its registered assigns ("Payee"), the principal
amount of Ten Million Dollars ($10,000,000), on December 19, 2007, with
interest from the date hereof on the unpaid balance of such principal amount as
provided herein, which interest is payable semi-annually on June 30 and
December 31 of each year commencing June 30, 2002, and on the date such unpaid
balance shall become due and payable in full (whether at maturity or at a date
fixed for repurchase or by declaration or otherwise) (each an "Interest Payment
Date"). Capitalized terms used and not defined in this Note shall have the
meanings assigned to them in the Amended
{PAGE}
and Restated Investor Rights Agreement dated as of the date hereof, as amended,
restated, supplemented or otherwise modified from time to time (the "Amended
and Restated Investor Rights Agreement"), by and between the Company and Payee.
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months and applied to the actual number of days
elapsed and shall accrue at a fixed rate equal to four percent (4%) per annum.
All payments with respect to this Note shall be credited first to the payment
of accrued but unpaid interest and then to the repayment of principal. The rate
of interest payable hereunder shall in no event exceed the maximum rate
permitted by applicable law.
Payments of principal on this Note shall be made in lawful money of
the United States in immediately available funds at the address of Payee set
forth below.
Except as provided in the following sentence, payments of interest on
this Note shall be made in lawful money of the United States in immediately
available funds at the address of Payee set forth below. If the Average Closing
Price calculated with respect to an Interest Payment Date is equal to or
greater than the Conversion Price then in effect and no Event of Default shall
have occurred and be continuing as of such Interest Payment Date, the Company,
at its option, shall have the right to pay up to the full amount of the Stock
Interest Portion of the interest due on such Interest Payment Date by issuing
to Payee the number of fully paid and nonassessable shares of Common Stock
which is determined by dividing such Stock Interest Portion by the Average
Closing Price calculated with respect to such Interest Payment Date and by
delivering a certificate or certificates for shares of such Common Stock in
such denomination or denominations as Payee may request at the address
specified by Payee. For purposes of the foregoing provision:
"Average Closing Price" means, with respect to any Interest Payment
Date, the average Closing Price per share, rounded up to four (4) decimal
points, of the Common Stock during the twenty (20) consecutive trading days
ending with and including the third trading day immediately preceding such
Interest Payment Date.
"Closing Price" means, with respect to each share of Common Stock, for
any day, the reported last sales price regular way per share or, in case no
such reported sale takes place on such day, the average of the reported closing
bid and asked prices regular way, in either case (a) on the
281671
|
King Pharma
As referenced in this Convertible Senior Note:
KING PHARMACEUTICALS, – 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee corporation, or its registered assigns ("Payee"), the principal
amount of Ten Million Dollars ($10,000,000), on December 19,
_____________
King Pharmaceuticals, – Inc.
8320 Guilford Road
Columbia, Maryland 21046
Attn: Ann P. McGeehan, Esq.
Vice President and General Counsel
Telecopy: (301) 854-3902
To Payee:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President of Legal Affairs
and General Counsel
Telecopy: (423) 989-6282
- 8 -
{
_____________
dt 221482
;
Novavax
As referenced in this Convertible Senior Note:
NOVAVAX, – FILENAME}g76829a2exv7.txt
{DESCRIPTION}CONVERTIBLE NOTE NO. 4
{TEXT}
{PAGE}
EXHIBIT 7
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL,
WHICH COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY
SATISFACTORY TO NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH
SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR
(B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR
(B) A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") REASONABLY SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER
THE SECURITIES ACT THE PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION
WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION
BE TAKEN WITH RESPECT THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY
SATISFACTORY TO NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 4 June 26, 2002
$10,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 215947
;
|
Hogan & Hartson
As referenced in this Convertible Senior Note:
Hogan & Hartson – Vice President of Legal Affairs
and General Counsel
Telecopy: (423) 989-6282
- 8 -
{PAGE}
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 218465
|
Preview
Full Doc
| 2001 |
Convertible Senior Note
Convertible Senior Note (30K)
Doc #281688: Click preview link for longer preview.
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR
(II) THE HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
RECOMMENDATION BY THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 2 September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee corporation, or its registered assigns ("Payee"), the principal amount
of Five Million Dollars ($5,000,000), on December 19, 2007, with interest from
the date hereof on the unpaid balance of such principal amount as provided
herein, which interest is payable semi-annually on June 30 and December 31 of
each year commencing December 31, 2001, and on the date such unpaid balance
shall become due and payable in full (whether at maturity or at a date fixed for
repurchase or by declaration or otherwise) (each an "Interest Payment Date").
Capitalized terms used and not defined in this Note shall have the meanings
assigned to them in the Investor Rights Agreement dated as of December 19, 2000,
as amended (the "Investor
{PAGE} 2
Rights Agreement"), by and between the Company and King Pharmaceuticals, Inc.
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months and applied to the actual number of days
elapsed and shall accrue at a fixed rate equal to four percent (4%) per annum.
All payments with respect to this Note shall be credited first to the payment of
accrued but unpaid interest and then to the repayment of principal. The rate of
interest payable hereunder shall in no event exceed the maximum rate permitted
by applicable law.
Payments of principal on this Note shall be made in lawful money of the
United States in immediately available funds at the address of Payee set forth
below.
Except as provided in the following sentence, payments of interest on
this Note shall be made in lawful money of the United States in immediately
available funds at the address of Payee set forth below. If the Average Closing
Price calculated with respect to an Interest Payment Date is equal to or greater
than the Conversion Price then in effect and no Event of Default shall have
occurred and be continuing as of such Interest Payment Date, the Company, at its
option, shall have the right to pay up to the full amount of the Stock Interest
Portion of the interest due on such Interest Payment Date by issuing to Payee
the number of fully paid and nonassessable shares of Common Stock which is
determined by dividing such Stock Interest Portion by the Average Closing Price
calculated with respect to such Interest Payment Date and by delivering a
certificate or certificates for shares of such Common Stock in such denomination
or denominations as Payee may request at the address specified by Payee. For
purposes of the foregoing provision:
"Average Closing Price" means, with respect to any Interest Payment
Date, the average Closing Price per share, rounded up to four (4) decimal
points, of the Common Stock during the twenty (20) consecutive trading days
ending with and including the third trading day immediately preceding such
Interest Payment Date.
"Closing Price" means, with respect to each share of Common Stock, for
any day, the reported last sales price regular way per share or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case (a) on the principal (as determined
by the Board of Directors) national securities exchange on which the Common
Stock is listed or admitted to trading or (b) if not listed or admitted to
trading on any national securities exchange, on the Nasdaq National Market, or,
if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted on the Nasdaq National
281688
|
King Pharma
As referenced in this Convertible Senior Note:
KING PHARMACEUTICALS, – 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee corporation, or its registered assigns ("Payee"), the principal amount
of Five Million Dollars ($5,000,000), on December 19,
_____________
King Pharmaceuticals, – Investor Rights Agreement dated as of December 19, 2000,
as amended (the "Investor
{PAGE} 2
Rights Agreement"), by and between the Company and King Pharmaceuticals, Inc.
Interest payable on this Note shall be computed on the basis of a
360-day year of twelve 30-day months
_____________
King Pharmaceuticals, – to:
White & McDermott, P.C.
65 William Street
Suite 250
Wellesley, Massachusetts 02481
Attn: David A. White
Telecopy: (781) 237-8120
To King:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice)
_____________
dt 221496
;
Novavax
As referenced in this Convertible Senior Note:
NOVAVAX, – DESCRIPTION}CONVERTIBLE NOTE NO. 2
{TEXT}
{PAGE} 1
EXHIBIT 4
EXECUTION COPY
CONVERTIBLE NOTE
THIS NOTE AND THE SHARES OF COMMON STOCK OF NOVAVAX, INC. (OR OTHER SECURITIES)
WHICH MAY BE ISSUABLE AS INTEREST ON OR UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER
_____________
NOVAVAX, – HOLDER HEREOF PROVIDES (A) A WRITTEN OPINION OF LEGAL COUNSEL, WHICH
COUNSEL AND OPINION (IN FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO
NOVAVAX, INC., TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B)
_____________
NOVAVAX, – WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") REASONABLY
SATISFACTORY TO NOVAVAX, INC. TO THE EFFECT THAT UNDER THE SECURITIES ACT THE
PROPOSED TRANSFER OF THE SECURITIES WITHOUT REGISTRATION WILL NOT RESULT IN A
_____________
NOVAVAX, – THE STAFF OF THE COMMISSION THAT ACTION BE TAKEN WITH RESPECT
THERETO, OR (C) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO
NOVAVAX, INC. THAT THE PROPOSED TRANSFER OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No.
_____________
NOVAVAX, – SUCH SECURITIES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
4% CONVERTIBLE SENIOR NOTE
No. 2 September 7, 2001
$5,000,000
NOVAVAX, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to the order of KING PHARMACEUTICALS, INC., a
Tennessee
_____________
dt 215952
;
|
Hogan & Hartson
As referenced in this Convertible Senior Note:
Hogan & Hartson – Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Legal Affairs
Telecopy: (423) 989-6282
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, Virginia 22102
Attn: Richard T. Horan, Jr.
Thomas E. Repke
Telecopy: (703) 610-6200
or to
_____________
dt 218468
|