Exhibit 10.1

 

Execution Version

 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2016 and is entered into by and among INSMED INCORPORATED, a Virginia corporation (“Parent”), CELTRIX PHARMACEUTICALS, a Delaware corporation (“Celtrix”), and each of the subsidiaries joined hereto (the “Joined Subsidiaries”, together with Parent and Celtrix are hereinafter collectively referred to as the “Borrowers” and each individually as a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders hereunder (collectively referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation (formerly known as Hercules Technology Growth Capital, Inc.) in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).

 

RECITALS

 

A.                                    WHEREAS, the Borrowers, Lender and Agent are party to that certain Loan and Security Agreement dated as of June 29, 2012 (the “Original Closing Date”), as amended by that certain Amendment No. 1 to Loan and Security Agreement dated as of July 24, 2012, as amended by that certain Amendment No. 2 to Loan and Security Agreement dated as of November 25, 2013, as amended by that certain Amendment No. 3 to the Loan and Security Agreement dated as of December 15, 2014, as further amended by that certain Consent and Amendment No. 4 to the Loan and Security Agreement dated as of June 9, 2015 and as further amended by that certain Amendment No. 5 to the Loan and Security Agreement dated as of December 22, 2015 (as the same may have been amended, modified, supplemented or restated and in effect from time to time, the “Existing Loan and Security Agreement”);

 

B.                                    WHEREAS, immediately prior to the effectiveness of this Amended and Restated Loan and Security Agreement, there are Term Loans outstanding under the Existing Loan and Security Agreement in the aggregate principal amount of $25,000,000 (the “Existing Term Loans”);

 

C.                                    WHEREAS, the Borrowers desire to obtain financing to increase the aggregate amount of Term Loans up to an aggregate amount of $55,000,000 (inclusive of the Existing Term Loans) for general corporate purposes permitted pursuant to the terms of this Amended and Restated Loan and Security Agreement;

 

D.                                    WHEREAS, the parties hereto desire to amend and restate the Existing Loan and Security Agreement upon the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Amended and Restated Loan and Security Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree that

 











 

the Existing Loan and Security Agreement shall be amended and restated in its entirety to read as follows (it being agreed that this Amended and Restated Loan and Security Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of the Existing Term Loans under the Existing Loan and Security Agreement):

 

SECTION 1.  DEFINITIONS AND RULES OF CONSTRUCTION

 

1.1                             Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

 

“Account Control Agreement(s)” means any agreement entered into by and among the Agent, any Borrower and a third party Bank or other institution (including a Securities Intermediary) with which such Borrower maintains a Deposit Account or an account holding Investment Property in which such Borrower has granted to the Agent a perfected first priority security interest in the subject account or accounts.

 

“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form of Exhibit I.

 

“Additional Advance Conditions” means, in addition to the conditions set forth in Sections 4.2 and 4.3 hereof, (i) Borrowers’ receipt of the consent of Lender, in its sole discretion, to the making of the Additional Advance, (ii) receipt by Agent of an Advance Request in respect of the Additional Advance, and (iii) payment on the Advance Date of the Additional Advance of a fee equal to three hundred seventy-five one hundredths of one percent (0.375%) of the original principal amount of the Additional Advance (which fee shall be in addition to the Facility Charge and shall be fully earned and non-refundable on the Advance Date of the Additional Advance).

 

“Additional Advance” has the meaning given to it in Section 2.2(a).

 

“Administrative Borrower” has the meaning given to it in Section 11.20.

 

“Advance(s)” means a Term Loan Advance.

 

“Advance Date” means the funding date of any Advance.

 

“Advance Request” means a request for an Advance submitted by the Administrative Borrower to the Agent in substantially the form of Exhibit A.

 

“Affiliate” means (a) any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question or (b) any Person related by blood or marriage to any Person described in subsection (a) of this paragraph.  As used in the definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

 

“Agent” has the meaning given to it in the preamble to this Agreement.

 

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“Agreement” means this Amended and Restated Loan and Security Agreement, as amended, restated, supplemented or otherwise modified from time to time.

 

“Amortization Date” means May 1, 2018; provided that (i) such date shall be extended by six (6) months if Borrowers complete patient enrollment in a CONVERT Phase III study (INS-212) and (ii) such date also shall be extended by six (6) months if a Financing Event occurs.  For clarity, the total extension of the Amortization Date could be for twelve (12) months if both conditions (i) and (ii) above are satisfied.

 

“Assignee” has the meaning given to it in Section 11.13.

 

“Borrower Products” means all products (including all drugs and biologics), software, service offerings, technical data or technology currently being designed, manufactured or sold by any Borrower or which any Borrower intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or technology that have been sold, licensed or distributed by any Borrower since its incorporation.

 

“Business Day” means any day other than Saturday, Sunday and any other day on which banking institutions in the State of California are closed for business.

 

“Cash” means all cash, cash equivalents and liquid funds.

 

“Change in Control” means any reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of any Borrower or any Subsidiary, sale or exchange of outstanding shares (or similar transaction or series of related transactions) of any Borrower or any Subsidiary in which the holders of such Borrower or such Subsidiary’s outstanding shares immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the voting power of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether such Borrower or such Subsidiary is the surviving entity.

 

“Claims” has the meaning given to it in Section 11.10.

 

“Closing Date” means the date of this Agreement.

 

“Closing Date Term Loan Advance” has the meaning given in Section 2.2(a).

 

“Collateral” means the property described in Section 3.

 

“Confidential Information” has the meaning given to it in Section 11.12.

 

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any Indebtedness, lease, dividend, letter of credit or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in

 

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respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

 

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.

 

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States of America, any State thereof, or of any other country.

 

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit.

 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

 

“Event of Default” has the meaning given to it in Section 9.

 

“Existing Loan and Security Agreement” as defined in Recital A.

 

“Existing Term Loans” as defined in Recital B.

 

“Facility Charge” means Two Hundred Sixty Two Thousand Five Hundred Dollars ($262,500).

 

“Financial Statements” has the meaning given to it in Section 7.1.

 

“Financing Event” means evidence delivered by the Borrower to Agent that the Borrowers have received, after the Closing Date, unrestricted and unencumbered net cash proceeds in an amount of at least One Hundred Million Dollars ($100,000,000.00) from (a) the issuance and sale of new equity or convertible debt securities, and/or (b) net upfront payments paid to the Borrowers in conjunction with a development and/or commercial partnership(s) and/or other corporate transaction.

 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

 

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“Indebtedness” means indebtedness of any kind, including (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations.

 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

 

“Intellectual Property” means all of any Borrower’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; any Borrower’s applications for any of the foregoing and reissues, extensions, or renewals thereof; and any Borrower’s goodwill associated with any of the foregoing, together with any Borrower’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

 

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person.

 

“Joined Subsidiaries” has the meaning given to it in the preamble to this Agreement.

 

“Joinder Agreements” means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

 

“Lender” has the meaning given to it in the preamble to this Agreement.

 

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

 

“Loan” means the Advances made under this Agreement.

 

“Loan Documents” means this Agreement, the Notes (if any), the ACH Authorization, the Account Control Agreements, the Joinder Agreements, all UCC Financing Statements, the Warrant and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as the same may from time to time be amended, modified, supplemented or restated.

 

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets, prospects or condition (financial or otherwise) of the Borrowers

 

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(taken as a whole); or (ii) the ability of the Borrowers to perform or pay the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of the Agent or Lender to enforce any of its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or the Agent’s Liens on the Collateral or the priority of such Liens.

 

“Maximum Term Loan Amount” means Fifty-Five Million and No/100 Dollars ($55,000,000).

 

“Maximum Rate” shall have the meaning assigned to such term in Section 2.3.

 

“Note(s)” means a Term Note.

 

“Original Closing Date” as defined in Recital A.

 

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.

 

“Patents” means all letters patent, or rights corresponding thereto, in the United States of America or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States of America or any other country.

 

“Permitted Indebtedness” means: (i) Indebtedness of any Borrower in favor of the Agent or Lender arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on the Closing Date which is disclosed in Schedule 1A; (iii) Indebtedness of up to $500,000 outstanding at any time secured by a Lien described in clause (vii) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the Equipment financed with such Indebtedness; (iv) Indebtedness to trade creditors incurred in the ordinary course of business, including Indebtedness incurred in the ordinary course of business with corporate credit cards; (v) Indebtedness that also constitutes a Permitted Investment; (vi) Subordinated Indebtedness; (vii) reimbursement obligations in connection with letters of credit that are secured by Cash and issued on behalf of any Borrower or a Subsidiary thereof in an amount not to exceed $250,000 at any time outstanding, (viii) other Indebtedness in an amount not to exceed $500,000 at any time outstanding, (ix) guarantees of the obligations of any Borrower, (x) Indebtedness of any Borrower to another Borrower; and (xi) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon any Borrower or any Subsidiary, as the case may be.

 

“Permitted Investment” means: (i) Investments existing on the Closing Date which are disclosed in Schedule 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (b) commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one year from the

 

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date of investment therein, and (d) money market accounts; (iii) repurchases of stock from former employees, directors, or consultants of any Borrower under the terms of applicable repurchase agreements at the fair market value of such securities in an aggregate amount not to exceed $250,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the subject repurchase; (iv) Investments accepted in connection with Permitted Transfers; (v) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the Borrowers’ business; (vi) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (vi) shall not apply to Investments of any Borrower in any Subsidiary; (vii) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of any Borrower pursuant to employee stock purchase plans or other similar agreements approved by such Borrower’s Board of Directors; (viii) Investments consisting of travel advances or other customary business expenses, in each case, in the ordinary course of business; (ix) Investments in newly-formed Subsidiaries organized in the United States, provided that each such Subsidiary enters into a Joinder Agreement promptly after their formation by any Borrower and execute such other documents as shall be reasonably requested by the Agent; (x) Investments in other Borrowers; (xi) Investments in Subsidiaries organized outside of the United States for current, ordinary, and necessary operating expenses, not to exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate in any calendar year, provided that no Event of Default has occurred and is continuing or would exist after giving effect to such Investment; (xii) joint ventures or strategic alliances in the ordinary course of the Borrowers’ business consisting of the nonexclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by any Borrower do not exceed $300,000 in the aggregate in any fiscal year; and (xiii) additional Investments that do not exceed $250,000 in the aggregate.

 

“Permitted Liens” means any and all of the following: (i) Liens in favor of the Agent or Lender; (ii) Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that the Borrowers maintain adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of the Borrowers’ business; provided, that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business:  deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens on Equipment or software or other intellectual property constituting purchase money Liens and Liens in connection with capital leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness”;  (viii) Liens

 

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incurred in connection with Subordinated Indebtedness; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of business and not interfering in any material respect with the business of the licensor; (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (xii) statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; (xiii) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair Borrowers’ use of the related property; (xiv) Liens on Cash securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness; and (xv) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

 

“Permitted Transfers” means (i) sales of Inventory in the normal course of business, (ii) non-exclusive and exclusive licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business (including, without limitation, licenses of the Arikayce product) and licenses that could not result in a legal transfer of title of the licensed property, or (iii) dispositions of (x) worn-out, obsolete or surplus Equipment or (y) Intellectual Property or Licenses that are not material, in each case, at fair market value in the ordinary course of business, and (iv) other Transfers of assets having a fair market value of not more than $250,000 in the aggregate in any fiscal year.

 

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, other entity or government.

 

“Preferred Stock” means at any given time any equity security issued by any Borrower that has any rights, preferences or privileges senior to such Borrower’s common stock.

 

“Prepayment Charge” shall have the meaning assigned to such term in Section 2.5.

 

“Prime Rate” means for any day, the prime rate as reported in The Wall Street Journal for such day or if such rate is not published, as reasonably determined by the Agent by reference to a similar publication.

 

“Receivables” means (i) all of the Borrowers’ Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.

 

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“Required Lenders” means at any time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans then outstanding.

 

“Secured Obligations” means the Borrowers’ obligations under this Agreement (other than Section 8.1) and any Loan Document (other than the Warrant), including any obligation to pay any amount now owing or later arising.

 

“Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations in amounts and on terms and conditions satisfactory to the Lender in its sole discretion.

 

“Subsequent Financing” means the sale by any Borrower, following the Closing Date, pursuant to a broadly marketed offering to multiple investors, of shares of its capital stock or of securities or instruments convertible into or exercisable for shares of its capital stock (including, without limitation, an offering and sale of units consisting of more than one type of Borrower security) to one or more investor purchasers for cash in a single transaction or series of related transactions, which offering and sale are not registered under the Securities Act of 1933, as amended (such as a transaction in the nature of a so-called “private investment in public equity,” or PIPE, transaction), the primary purpose of which is a bona fide equity financing of the Borrower.

 

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which a Borrower owns or controls more than 50% of the outstanding voting securities, including each entity listed on Schedule 1 hereto.

 

“Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to the Borrower in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1.

 

“Term Loan Advance” means any Term Loan funds advanced under this Agreement.

 

“Term Loan Interest Rate” means for any day, greater of (a) nine and one-quarter percentage points (9.25%) plus the sum of (x) the Prime Rate minus (y) four and one-half percentage points (4.50%) or (b) nine and one-quarter percentage points (9.25%).

 

“Term Loan Maturity Date” means October 1, 2020.

 

“Term Note” means a Promissory Note in substantially the form of Exhibit B.

 

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.

 

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in

 

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the United States Patent and Trademark Office or in any similar office or agency of the United States of America, any State thereof or any other country or any political subdivision thereof.

 

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

 

“Warrant” means the warrant dated the Original Closing Date by and between Parent and Hercules Capital, Inc.

 

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement.  Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC.  Any obligations of a person under an operating lease (whether existing on the date hereof or entered into thereafter) that is not required (or would not be required) to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on date hereof shall not be treated as a capital lease solely as a result of the changes in GAAP after the date hereof.

 

SECTION 2.  THE LOANS

 

2.1                             [Reserved.].

 

2.2                             Term Loans.

 

(a)                                 Advances.  Subject to the terms and conditions of this Agreement, (i) the Lender made and the Borrower drew the Existing Term Loans on the Original Closing Date (which Existing Term Loans remain outstanding on the Closing Date), (ii) the Lender will make, and the Borrowers agree to draw, a Term Loan Advance (exclusive of the Existing Term Loans Advance) of $10,000,000 on the Closing Date (the “Closing Date Term Loan Advance”) and (iii) beginning on the Closing Date and continuing through June 30, 2017, and subject to the Additional Advance Conditions, the Administrative Borrower may request one (1) additional Term Loan Advance (the “Additional Advance”) in the amount of $20,000,000.  The aggregate outstanding Term Loan Advances shall in no event exceed the Maximum Term Loan Amount.

 

(b)                                 Advance Request.  To obtain a Term Loan Advance, the Administrative Borrower shall complete, sign and deliver an Advance Request (at least two Business

 

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Days before the Advance Date in the case of the Closing Date Term Loan Advance) to the Agent.  Lender shall fund a Term Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date.

 

(c)                                  Interest.  The principal balance of each Term Loan Advance shall bear interest thereon from such Advance Date at the Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed.  The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time.

 

(d)                                 Payment.  The Borrowers will pay interest in arrears on each Term Loan Advance on the first day of each month, beginning the month after the Advance Date.  The Borrowers shall repay the aggregate Term Loan principal balance that is outstanding on the Amortization Date in thirty (30) equal monthly installments of principal and interest commencing on the applicable Amortization Date and continuing on the first business day of each month thereafter with any yet to accrue amortization payments due on the Term Loan Maturity Date.  The entire Term Loan principal balance and all accrued but unpaid interest hereunder, shall be due and payable on the Term Loan Maturity Date.  The Borrowers shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to the Administrative Borrower’s account as authorized on the ACH Authorization (i) on each payment date of all periodic obligations payable to Lender under each Term Loan Advance and (ii) reasonable invoiced out-of-pocket legal fees and costs incurred by the Agent or Lender in connection with Section 11.11 of this Agreement.

 

2.3                                         Maximum Interest.  Notwithstanding any provision in this Agreement or any other Loan Document, it is the parties’ intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”).  If a court of competent jurisdiction shall finally determine that the Borrowers have actually paid to the Lender an amount of interest in excess of the amount that would have been payable if all of the Secured Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by the Borrowers shall be applied as follows:  first, to the payment of principal outstanding on the Secured Obligations; second, after all principal is repaid, to the payment of Lender’s and the Agent’s accrued interest, costs, expenses, professional fees and any other Secured Obligations; and third, after all Secured Obligations are repaid, the excess (if any) shall be refunded to the Borrowers.

 

2.4                                         Default Interest.  In the event any payment is not paid on the scheduled payment date, an amount equal to five percentage points (5%) of the past due amount shall be payable on demand. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.2(c) plus five percentage points (5%) per annum.  In the event

 

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any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth in Section 2.2(c) or Section 2.4, as applicable.

 

2.5                                         Prepayment.  At the Borrowers’ option upon at least 7 Business Days’ prior notice to the Agent from the Administrative Borrower, the Borrowers may prepay all, but not less than all, of the outstanding Advances by paying entire principal balance, all accrued and unpaid interest, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 2%; after twelve (12) months but prior to twenty four (24) months, 1%; and thereafter, 0.50% (each, a “Prepayment Charge”).  The Borrowers agree that the Prepayment Charge is a reasonable calculation of the Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances.  The Borrowers shall prepay the outstanding amount of all principal and accrued interest and unpaid interest upon a Change in Control.

 

2.6                                         End of Term Charges.  On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that the Borrowers prepay the outstanding Secured Obligations, or (iii) the date that the Secured Obligations become due and payable, the Borrowers shall pay Lender a charge equal to 4.15% of the aggregate initial principal amount of all Advances funded hereunder. Notwithstanding the required payment date of such charges, such charges shall be deemed earned by Lender as of the Closing Date.

 

2.7                                         Notes.  If so requested by Lender by written notice to Borrowers, then Borrowers shall execute and deliver to Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of Lender pursuant to Section 11.13) (promptly after Borrowers’ receipt of such notice) a Note or Notes to evidence Lender’s Loans.

 

2.8                                         Commitment Fee; Facility Charge. The parties acknowledge and agree that (i) Borrower paid to Lender a commitment fee of $15,000 on or before the Closing Date, and that such commitment fee was fully earned on the Closing Date and non-refundable regardless of the early termination of this Agreement and (ii) the Facility Charge is fully earned and owed on the Closing Date and non-refundable regardless of the early termination of this Agreement.

 

2.9                                         Pro Rata Treatment.  Each payment (including prepayment) on account of any fee and any reduction of the Term Loans shall be made pro rata according to the Term Commitments of the relevant Lender.

 

SECTION 3.  SECURITY INTEREST

 

3.1                                         As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, the Borrowers grant to the Agent a security interest in all of the Borrowers’ right, title, and interest in and to the following: all of each Borrower’s personal property whether now owned or hereafter acquired (collectively, the “Collateral”), including the following:  (a) Receivables; (b)

 

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Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary if to include such capital stock as Collateral would cause Parent adverse tax consequences under Internal Revenue Section 956 (or any successor statute); (g) Deposit Accounts; (h) Cash; (i) Goods; and other tangible and intangible personal property of the Borrowers whether now or hereafter owned or existing, leased, consigned by, or acquired by, any Borrower and wherever located; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles (other than Intellectual Property Licenses which prohibit such assignment (unless such provision would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406 or 9-408 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”).  Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of the Agent’s security interest in the Rights to Payment.

 

SECTION 4.  CONDITIONS PRECEDENT TO LOANS

 

The obligations of Lender to make Term Loan Advances hereunder are subject to the satisfaction by the Borrowers of the following conditions:

 

4.1                                         Closing Date Advance.  On or prior to the Closing Date, the Borrowers shall have delivered to the Agent the following:

 

(a)                                 executed originals of the Loan Documents, Account Control Agreements, a legal opinion of the Borrowers’ counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Agent;

 

(b)                                 certified copy of resolutions of each Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents;

 

(c)                                  certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower;

 

(d)                                 a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which such Borrower does business and where the failure to be qualified would have a Material Adverse Effect;

 

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(e)                                  payment of the Facility Charge and reimbursement of the Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the Closing Date Term Loan Advance; and

 

(f)                                   such other documents as the Agent may reasonably request.

 

4.2                                         All Advances.  On each Advance Date:

 

(a)                                 The Agent shall have received (i) an Advance Request for the relevant Advance duly executed by the Administrative Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents the Agent may reasonably request.

 

(b)                                 The representations and warranties of the Borrowers set forth in this Agreement and in the Warrant shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

 

(c)                                  The Borrowers shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing.

 

(d)                                 Each Advance Request shall be deemed to constitute a representation and warranty by the Borrowers on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

 

4.3                                         No Default.  As of the Closing Date and each Advance Date, (i) no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

 

4.4                                         Additional Advance.  In addition to the conditions set forth in Sections 4.2 and 4.3, the Additional Advance shall be subject to the Additional Advance Conditions.

 

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

 

Each Borrower represents and warrants that:

 

5.1                                           Corporate Status.  Each Borrower is a corporation duly organized, legally existing and in good standing under the laws of its State of incorporation, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect.  Each Borrower’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit

 

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C, as may be updated by the Administrative Borrower in a written notice (including any Compliance Certificate) provided to the Agent after the Closing Date.

 

5.2                                         Collateral.  Each Borrower owns the Collateral and the Intellectual Property, free of all Liens, except for Permitted Liens.  Each Borrower has the power and authority to grant to the Agent a Lien in the Collateral as security for the Secured Obligations.

 

5.3                                         Consents.  Each Borrower’s execution, delivery and performance of the Notes, this Agreement and all other Loan Documents, and the Parent’s execution of the Warrant, (i) have been duly authorized by all necessary corporate action of such Borrower, (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents, (iii) do not violate any provisions of such Borrower’s Certificate or Articles of Incorporation (as applicable), bylaws, or any, law, regulation, order, injunction, judgment, decree or writ to which such Borrower is subject and (iv) except as described on Schedule 5.3, do not violate any contract or agreement to which such Borrower is a party or require the consent or approval of any other Person.  The individual or individuals executing the Loan Documents on behalf of the Borrowers are duly authorized to do so.

 

5.4                                         Material Adverse Effect.  No event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. No Borrower is aware of any event likely to occur that is reasonably expected to result in a Material Adverse Effect.

 

5.5                                         Actions Before Governmental Authorities.  Except as described on Schedule 5.5, there are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of any Borrower, threatened against or affecting any Borrower or its property.

 

5.6                                         Laws.  No Borrower is in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such violation or default is reasonably expected to result in a Material Adverse Effect.  No Borrower is in default in any manner under any provision of any agreement or instrument evidencing Indebtedness, or any other material agreement to which it is a party or by which it is bound.  Each Borrower, its Affiliates and, to the knowledge of such Borrower and its Affiliates, any agent or other party acting on behalf of such Borrower or its Affiliates are in compliance with all applicable anti-money laundering, economic sanctions and anti-bribery laws and regulations, and none of the funds to be provided under this Agreement will be used, directly or indirectly, for any activities in violation of such laws and regulations.

 

5.7                                         Information Correct and Current.  No information, report, Advance Request, financial statement, exhibit or schedule furnished, by or on behalf of any Borrower to the Agent or Lender in connection with any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not

 

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misleading at the time such statement was made or deemed made. Additionally, any and all financial or business projections provided by any Borrower to the Agent or Lender shall be (i) provided in good faith and based on the most current data and information available to such Borrower, and (ii) the most current of such projections provided to such Borrower’s Board of Directors.

 

5.8                                         Tax Matters.  Except as described on Schedule 5.8, (a) each Borrower has filed all federal, state and local tax returns that it is required to file, (b) each Borrower has duly paid or fully reserved for all taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns, and (c) each Borrower has paid or fully reserved for any tax assessment received by such Borrower for the three (3) years preceding the Closing Date, if any (including any taxes being contested in good faith and by appropriate proceedings).

 

5.9                                         Intellectual Property Claims.  Each Borrower is the sole owner of, or otherwise has the right to use, its Intellectual Property.  Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to any Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which each Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by each Borrower or any Subsidiary, in each case as of the Closing Date. No Borrower is in material breach of, nor has any Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to any Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

 

5.10                                  Intellectual Property.  Except as described on Schedule 5.10, each Borrower has, or in the case of any proposed business, will have, all material rights with respect to Intellectual Property necessary in the operation or conduct of such Borrower’s business as currently conducted and proposed to be conducted by such Borrower.  Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, each Borrower has the right, to the extent required to operate such Borrower’s business, to freely transfer, license or assign Intellectual Property without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and each Borrower owns or has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of Borrower Products.

 

5.11                                  Borrower Products.  Except as described on Schedule 5.11, no Intellectual Property owned by any Borrower or any Borrower Product has been or is subject to any actual or, to the knowledge of any Borrower, threatened litigation, proceeding (including

 

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any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner such Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of any Borrower or any Borrower Products.  No Borrower has received any written notice or claim, or, to the knowledge of any Borrower, oral notice or claim, challenging or questioning any Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to any Borrower’s knowledge, is there a reasonable basis for any such claim.  No Borrower’s use of its Intellectual Property nor the production and sale of any Borrower Products infringes the Intellectual Property or other rights of others.

 

5.12                                  Financial Accounts.  Exhibit E, as it may be updated by the Administrative Borrower in a written notice provided to the Agent after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which any Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which any Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

 

5.13                                  Employee Loans.  Except for Permitted Investments, no Borrower has any outstanding loans to any employee, officer or director of any Borrower, nor has any Borrower guaranteed the payment of any loan made to an employee, officer or director of any Borrower by a third party.

 

5.14                                  Capitalization and Subsidiaries.  Each Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto.  No Borrower owns any stock, partnership interest or other securities of any Person, except for Permitted Investments.  Attached as Schedule 5.14, as such schedule may be updated by the Administrative Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

 

SECTION 6.  INSURANCE; INDEMNIFICATION

 

6.1                                         Coverage.  Each Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form (except for products liability coverage, which may be on a claims made basis), against risks customarily insured against in such Borrower’s line of business.  Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability.  Borrower’s must maintain a minimum of $1,000,000 of commercial general liability insurance for each occurrence and a minimum of $2,000,000 in the aggregate.

 

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Parent has and agrees to maintain a minimum of $2,000,000 of directors and officers’ insurance for each occurrence and $5,000,000 in the aggregate.  So long as there are any Secured Obligations outstanding, each Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles.  Each Borrower shall also carry and maintain a fidelity insurance policy in an amount not less than $100,000.

 

6.2                                         Certificates.  Each Borrower shall deliver to the Agent certificates of insurance that evidence such Borrower’s compliance with its insurance obligations in Section 6.1 and the obligations contained in this Section 6.2.  Each Borrower’s insurance certificate shall state the Agent (shown as “Hercules Capital, Inc.”, as Agent”) is an additional insured for commercial general liability, an additional insured and a loss payee for all risk property damage insurance and subject to the insurer’s approval, a loss payee for fidelity insurance.  Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance and fidelity.  All certificates of insurance will provide for a minimum of thirty (30) days advance written notice to the Agent of cancellation (other than cancellation for non-payment of premiums, for which ten (10) days’ advance written notice shall be sufficient) or any other change adverse to the Agent’s interests.  Any failure of the Agent to scrutinize such insurance certificates for compliance is not a waiver of any of the Agent’s rights, all of which are reserved.

 

6.3                                         Indemnity.  Each Borrower agrees to indemnify and hold the Agent, Lender and their officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each, an “Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or asserted against or incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent resulting solely from any Indemnified Person’s gross negligence or willful misconduct. Each Borrower agrees to pay, and to save the Agent and Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of the Agent or Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement.  In no event shall any Indemnified Person be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). This Section 6.3 shall survive the repayment of indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement.

 

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SECTION 7.  COVENANTS OF BORROWER

 

Each Borrower agrees as follows:

 

7.1                                         Financial Reports.  The Administrative Borrower shall furnish to the Agent the Compliance Certificate in the form of Exhibit F monthly within thirty (30) days after the end of each month and the financial statements listed hereinafter (the “Financial Statements”):

 

(a)                                 as soon as practicable (and in any event within thirty (30) days) after the end of each month, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against any Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by the Administrative Borrower’s Chief Executive Officer or Chief Financial Officer or Vice President of Finance to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, (ii) that they are subject to normal year-end adjustments, and (iii) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements;

 

(b)                                 as soon as practicable (and in any event within forty (40) days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such calendar quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against any Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect,  certified by the Administrative Borrower’s Chief Executive Officer or Chief Financial Officer or Vice President of Finance to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are subject to normal year-end adjustments; as well as the most recent capitalization table for each Borrower, including the weighted average exercise price of employee stock options;

 

(c)                                  as soon as practicable (and in any event within one hundred fifty (150) days) after the end of each fiscal year, unqualified audited financial statements as of the end of such year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by the Borrowers and reasonably acceptable to the Agent, accompanied by any management report from such accountants; provided, that consolidating financial statements may be prepared by the Borrowers;

 

(d)                                 [Reserved.]

 

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(e)                                  promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports that any Borrower has made available to holders of its Preferred Stock and copies of any regular, periodic and special reports or registration statements that any Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or any national securities exchange; provided that delivery hereunder shall be deemed made when Parent notifies the Lender that the subject document is available on Parent’s website or a public database;

 

(f)                                   upon written request of the Agent, copies of all notices, minutes, consents and other materials that any Borrower provides to its directors in connection with meetings of the Board of Directors and minutes of such meeting; provided, that each Borrower may, in good faith, withhold any information from the Agent and/or redact any and all minutes, to the extent that (i) access to such information or minutes would adversely affect the attorney-client privilege between such Borrower and its counsel, (ii) access to such information or minutes could reasonably be expected to result in disclosure of trade secrets or a conflict of interest, (iii) the Agent or Lender is the subject matter of such information or the topic of discussion in such portion of such minutes, (iv) such information is related to executive sessions or officer performance and/or (v) such information is subject to a confidentiality agreement; and

 

(g)                                  financial and business projections promptly following their approval by each Borrower’s Board of Directors, as well as budgets, operating plans and other financial information reasonably requested by the Agent.

 

The executed Compliance Certificate may be sent via email to the Agent at legal@herculestech.com.  All Financial Statements required to be delivered pursuant to clauses (a), (b) and (c) shall be sent via e-mail to financialstatements@herculestech.com with a copy to legal@herculestech.com provided, that if e-mail is not available or sending such Financial Statements via e-mail is not possible, they shall be sent to the Agent at: legal@herculestech.com, attention Chief Credit Officer.

 

7.2                                         Management Rights.  Each Borrower shall permit any representative that the Agent or Lender authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of such Borrower at reasonable times and upon reasonable notice during normal business hours.  In addition, any such representative shall have the right to meet with management and officers of each Borrower to discuss such books of account and records.  In addition, the Agent and Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of each Borrower concerning significant business issues affecting the Borrowers.  Such consultations shall not unreasonably interfere with the Borrowers’ business operations.  The parties intend that the rights granted the Agent and Lender shall constitute “management rights” within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by the Agent or Lender with respect to any business issues shall not be deemed to give the Agent or Lender, nor be deemed an exercise by the Agent or Lender of, control over any Borrower’s management or policies.

 

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7.3                                         Further Assurances.  Each Borrower shall from time to time execute, deliver and file, alone or with the Agent, any financing statements, security agreements, collateral assignments, notices, control agreements, or other documents to perfect or give the highest priority to the Agent’s Lien on the Collateral.  Each Borrower shall from time to time procure any instruments or documents as may be requested by the Agent, and take all further action that may be necessary or desirable, or that the Agent may reasonably request, to perfect and protect the Liens granted hereby and thereby.  In addition, and for such purposes only, each Borrower hereby authorizes the Agent to execute and deliver on behalf of such Borrower and to file such financing statements (including an indication that the financing statement covers “all assets” or “all personal property” of each Borrower in accordance with Section 9-504 of the UCC), collateral assignments, notices, control agreements, security agreements and other documents without the signature of such Borrower either in the Agent’s name or in the name of the Agent as agent and attorney-in-fact for such Borrower if Borrower unreasonably withholds or delays the delivery of such signatures.  Each Borrower shall protect and defend such Borrower’s title to the Collateral and the Agent’s Lien thereon against all Persons claiming any interest adverse to such Borrower or the Agent other than Permitted Liens.

 

7.4                                         Minimum Cash Liquidity.  Borrowers and any guarantors under this Agreement or the other Loan Documents shall maintain, at all times, unrestricted cash and cash equivalents on a consolidated basis in an amount of not less than $25,000,000, which cash and cash equivalents shall (x) be subject to a first priority perfected lien in favor of Agent for the benefit of Lenders and (y) held in a Deposit Account that is subject to a Deposit Account Control Agreement.  This provision shall commence on the date of the funding of the Additional Advance and shall terminate upon the earlier of the date by which a Borrower completes an equity financing with at least $75,000,000 in proceeds or the date a Borrower generates and announces data from the CONVERT Phase III study in a manner that could support an NDA filing.

 

7.5                                         Indebtedness.  No Borrower shall create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on any Borrower an obligation to prepay any Indebtedness, except for the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion.

 

7.6                                         Collateral.  Each Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in such Borrower’s business or in which such Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give the Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens (except for Permitted Liens) thereon.  Each Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and each Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give the Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

 

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No Borrower shall agree with any Person other than the Agent not to encumber its property (except for negative pledges in favor of holders of Permitted Liens described in clause (vii) of such definition).

 

7.7                                         Investments.  No Borrower shall directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.

 

7.8                                         Distributions.  No Borrower shall, or allow any Subsidiary to, (a) repurchase or redeem any class of stock or other equity interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case, the repurchase or redemption price does not exceed the fair market value of such stock or equity interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest, except that a Subsidiary may pay dividends or make distributions to its equity owners, or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate, or (d) waive, release or forgive any indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate.

 

7.9                                         Transfers.  Except for Permitted Transfers, no Borrower shall, or allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of its assets.

 

7.10                                  Mergers or Acquisitions.  No Borrower shall merge or consolidate (except with another Borrower), or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into a Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person.

 

7.11                                  Taxes.  Each Borrower and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against such Borrower, the Lender or the Collateral or upon such Borrower’s ownership, possession, use, operation or disposition thereof or upon such Borrower’s rents, receipts or earnings arising therefrom.  Each Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral.  Notwithstanding the foregoing, a Borrower may contest, in good faith and by appropriate proceedings, taxes for which such Borrower maintains adequate reserves therefor in accordance with GAAP.

 

7.12                                  Corporate Changes.  No Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the Agent.  No Borrower nor any Subsidiary shall suffer a Change in Control. No Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the Agent; and (ii) such relocation shall be within the continental United States.  No Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the

 

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ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year (other than relocations of Equipment in the ordinary course of business to establish additional sources to manufacture Borrower’s Products), and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to the Agent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the Agent.

 

7.13                                  Deposit Accounts.  No Borrower nor any Subsidiary shall maintain any Deposit Accounts, or accounts holding Investment Property, except with respect to which the Agent has an Account Control Agreement.

 

7.14                                  Joinder.  Each Borrower shall notify the Agent of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation, shall cause any such Subsidiary organized under the laws of any State within the United States to execute and deliver to the Agent a Joinder Agreement.

 

7.15                                  Notification of Event of Default.  The Borrowers shall notify the Agent immediately of the occurrence of any Event of Default.

 

SECTION 8.   RIGHT TO INVEST

 

8.1                                         So long as any Term Loans remain outstanding after closing of a Subsequent Financing, each bank or other financial institution or entity holding such Term Loans and constituting “Lender” hereunder, or its assignee or nominee, shall have the right, in its discretion, to participate in a Subsequent Financing on a pro rata basis (based upon the relative principal amount of outstanding Term Loans then held by such bank or other financial institution or entity) in an aggregate amount of up to $2,000,000 on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing.  The foregoing notwithstanding, such participation right shall terminate at such time as Lender has participated for $2,000,000 in a Subsequent Financing.

 

SECTION 9.  EVENTS OF DEFAULT

 

The occurrence of any one or more of the following events shall be an Event of Default:

 

9.1                                         Payments.  The Borrowers fail to pay (a) any principal or interest when due under this Agreement or (ii) fails to pay any other amounts due under any of the other Loan Documents within five (5) days of when due; provided, that, in each case, it will not be a violation of this Section 9.1 if the Borrower has sufficient funds in the account subject to the ACH Authorization, but the Agent fails to timely make any ACH transfer or any technical malfunction (not the result of any action or inaction of the Borrower) occurs so long as the Borrower makes such payment within three (3) Business Days after it has received written notice of such technical malfunction; or

 

9.2                                         Covenants.  Any Borrower breaches or defaults in the performance of any covenant or Secured Obligation under this Agreement, the Notes, or any of the other Loan

 

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Documents, and (a) with respect to a default under any covenant under this Agreement (other than under Sections 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10 or 7.15) such default continues for more than twenty (20) days after the earlier of the date on which (i) the Agent has given notice of such default to such Borrower and (ii) such Borrower has actual knowledge of such default or (b) with respect to a default under any of Sections 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10 or 7.15 the occurrence of such default; or

 

9.3                                         Material Adverse Effect.  A circumstance has occurred that would reasonably be expected to have a Material Adverse Effect; or

 

9.4                                         Other Loan Documents.  The occurrence of any default under any Loan Document or any other agreement between any Borrower and the Lender or the Agent and such default continues for more than twenty (20) days after the earlier of (a) the Agent has given notice of such default to such Borrower, or (b) such Borrower has actual knowledge of such default; or

 

9.5                                         Representations.  Any representation or warranty made by any Borrower in any Loan Document or in the Warrant shall have been false or misleading in any material respect; or

 

9.6                                         Insolvency.  Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) sixty (60) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) sixty (60) days shall have expired after the appointment, without the consent or acquiescence of such Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

 

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9.7                                         Attachments; Judgments.  Any portion of any Borrower’s assets is attached or seized, or a levy is filed against any such assets (having a fair market value in excess of $100,000), or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $300,000 for which such Borrower has not been reimbursed by or which is not within the coverage of its insurer (and as to which the insurer has not disclaimed coverage), or any Borrower is enjoined or in any way prevented by court order from conducting any material part of its business; or

 

9.8                                         Other Obligations.  The occurrence of any default under any agreement or obligation of any Borrower involving any Indebtedness in excess of $300,000, or the occurrence of any default under any agreement or obligation of any Borrower that could reasonably be expected to have a Material Adverse Effect.

 

SECTION 10.  REMEDIES

 

10.1                                  General.  Upon and during the continuance of any one or more Events of Default, (i) the Agent may, and at the direction of the Required Lenders shall, accelerate and demand payment of all or any part of the Secured Obligations together with a Prepayment Charge and declare them to be immediately due and payable (provided, that upon the occurrence of an Event of Default of the type described in Section 9.6, all of the Secured Obligations shall automatically be accelerated and made due and payable, in each case without any further notice or act), (ii) the Agent may, at its option, sign and file in any Borrower’s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Secured Obligations, and in furtherance thereof, each Borrower hereby grants the Agent an irrevocable power of attorney coupled with an interest, and (iii) the Agent may notify any of the Borrowers’ account debtors to make payment directly to the Agent, compromise the amount of any such account on the Borrowers’ behalf and endorse the Agent’s name without recourse on any such payment for deposit directly to the Agent’s account.  The Agent may, and at the direction of the Required Lenders shall, exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral.  All of the Agent’s rights and remedies shall be cumulative and not exclusive.

 

10.2                                  Collection; Foreclosure.  Upon the occurrence and during the continuance of any Event of Default, the Agent may, and at the direction of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Agent may elect.  Any such sale may be made either at public or private sale at its place of business or elsewhere.  Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to Parent.  The Agent may require each Borrower to assemble the Collateral and make it available to the Agent at a place designated by the Agent that is reasonably convenient to the Agent and such Borrower.  The proceeds of any

 

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sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Agent in the following order of priorities:

 

First, to the Agent and Lender in an amount sufficient to pay in full the Agent’s and Lender’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.11;

 

Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, and the Default Rate interest), in such order and priority as the Agent may choose in its sole discretion; and

 

Finally, after the full, final and indefeasible payment in Cash of all of the Secured Obligations (other than inchoate obligations), to any creditor holding a junior Lien on the Collateral, or to the Administrative Borrower or its representatives or as a court of competent jurisdiction may direct.

 

The Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

 

10.3                                  No Waiver.  The Agent shall be under no obligation to marshal any of the Collateral for the benefit of any Borrower or any other Person, and each Borrower expressly waives all rights, if any, to require the Agent to marshal any Collateral.

 

10.4                                  Cumulative Remedies.  The rights, powers and remedies of Agent hereunder shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative.  The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of Agent.

 

SECTION 11.  MISCELLANEOUS

 

11.1                                  Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

11.2                                  Notice.  Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication (including the delivery of Financial Statements) that is required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by electronic mail or hand delivery or delivery by an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States of America mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows:

 

(a)                                 If to Agent:

 

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HERCULES CAPITAL, INC.
 Legal Department
 Attention:  Chief Legal Officer and R. Bryan Jadot
 400 Hamilton Avenue, Suite 310
 Palo Alto, CA 94301
 email: legal@herculestech.com
 Telephone:  650-289-3060

 

(b)                                 If to Lender:

 

HERCULES CAPITAL, INC.
 Legal Department
 Attention: Chief Legal Officer and R. Bryan Jadot
 400 Hamilton Avenue, Suite 310
 Palo Alto, CA  94301
 email: legal@herculestech.com
 Telephone:  650-289-3060

 

(c)                                  If to Borrower:

 

INSMED INCORPORATED

Attention:  Chief Financial Officer

10 Finderne Avenue, Building 10

Bridgewater, NJ 08807

Facsimile:  908-526-4026
 Telephone:  908-977-9900

 

or to such other address as each party may designate for itself by like notice.

 

11.3                                  Entire Agreement; Amendments.

 

(a)                                 This Agreement and the other Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof (including the Lender’s revised proposal letter dated June 10, 2016).  None of the terms of this Agreement, the Notes or any of the other Loan Documents may be amended except by an instrument executed by each of the parties hereto.

 

(b)                                 Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.3(b).  The Required Lenders and Borrowers party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Agent and the Borrowers party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other

 

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Loan Documents or changing in any manner the rights of the Lenders or of the Borrowers hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder) or extend the scheduled date of any payment thereof, in each case without the written consent of each Lender directly affected thereby; (B) eliminate or reduce the voting rights of any Lender under this Section 11.3(b) without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release a Borrower from its obligations under the Loan Documents, in each case without the written consent of all Lenders; or (D) amend, modify or waive any provision of Section 11.17 without the written consent of the Agent.  Any such waiver and any such amendment, supplement or modification shall apply equally to each Lender and shall be binding upon Borrowers, Lender, the Agent and all future holders of the Loans.

 

11.4                                  No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

 

11.5                                  No Waiver.  The powers conferred upon the Agent and Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon the Agent or Lender to exercise any such powers.  No omission or delay by the Agent or Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by any Borrower at any time designated, shall be a waiver of any such right or remedy to which the Agent or Lender is entitled, nor shall it in any way affect the right of the Agent or Lender to enforce such provisions thereafter.

 

11.6                                  Survival.  All agreements, representations and warranties contained in this Agreement and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of the Agent and Lender and shall survive the execution and delivery of this Agreement. Sections 6.3 and 11.17 shall survive payment in full of the Secured Obligations and the termination of this Agreement.

 

11.7                                  Successors and Assigns.  The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on each Borrower and its permitted assigns (if any). No Borrower shall assign its obligations under this Agreement or any of the other Loan Documents without the Agent’s express prior written consent, and any such attempted assignment shall be void and of no effect.  The Agent and Lender may

 

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assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to any of the Borrowers, and all of such rights shall inure to the benefit of the Agent’s and Lender’s successors and assigns; provided that, so long as no Event of Default exists, the Agent and Lender shall not assign, transfer or endorse any of its rights hereunder and under the other Loan Documents to any direct competitor of any Borrower (as reasonably determined by the Agent) without the consent of Borrower, it being understood that in all cases, any transfer to an Affiliate of any Lender or the Agent shall be permitted.

 

11.8                                  Governing Law.  This Agreement and the other Loan Documents have been negotiated and delivered to the Agent and Lender in the State of California, and shall have been accepted by the Agent and Lender in the State of California.  Payment to the Agent and Lender by the Borrowers of the Secured Obligations is due in the State of California.  This Agreement and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

 

11.9                                  Consent to Jurisdiction and Venue.  All judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement or any of the other Loan Documents may be brought in any state or federal court located in the State of California.  By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the other Loan Documents.  Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2.  Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

 

11.10                           Mutual Waiver of Jury Trial / Judicial Reference.

 

(a)                                 Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert Person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws.  EACH BORROWER, THE AGENT AND LENDER EACH SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY ANY BORROWER AGAINST THE AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE OR BY THE AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST ANY BORROWER.  This waiver extends to all such Claims, including Claims that involve Persons other than the Agent, the Borrowers and Lender; Claims that arise out of or are in

 

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any way connected to the relationship among the Borrowers, the Agent and Lender; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document.

 

(b)                                 If the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County, California.  Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding.

 

(c)                                  In the event Claims are to be resolved by judicial reference, either party may seek from a court identified in Section 11.9, any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

 

11.11                             Professional Fees.  The Borrowers promise to pay all of the Agent’s and Lender’s fees and expenses necessary to finalize the loan documentation, including but not limited to reasonable invoiced attorneys fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, the Borrowers promise to pay any and all reasonable attorneys’ and other professionals’ fees and expenses (including fees and expenses of in-house counsel) incurred by the Agent and Lender after the Closing Date in connection with or related to:  (a) the Loan; (b) the administration (exclusive of normal overhead), collection, or enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to any Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to any Borrower, the Collateral, the Loan Documents, including representing the Agent or Lender in any adversary proceeding or contested matter commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof.

 

11.12                             Confidentiality.  The Agent and Lender acknowledge that certain items of Collateral and information provided to the Agent and Lender by the Borrowers are confidential and proprietary information of the Borrowers, if and to the extent such information either (x) is marked as confidential by the Borrowers at the time of disclosure, or (y) should reasonably be understood to be confidential (the “Confidential Information”).  Accordingly, the Agent and Lender agree that any Confidential Information it may obtain in the course of originating, administering or enforcing the Term Loans or acquiring, administering, or perfecting the Agent’s security interest in the Collateral shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior written consent of any Borrower, except that the Agent and Lender may disclose any such information:  (a) to its own directors, officers, employees, accountants,

 

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counsel and other professional advisors and to its Affiliates if the Agent or Lender in their sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over the Agent or Lender; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by the Agent’s or Lender’s counsel; (e) to comply with any legal requirement or law applicable to the Agent or Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including the Agent’s sale, lease, or other disposition of Collateral after default; (g) to any participant or assignee of the Agent or Lender or any prospective participant or assignee; provided, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of Parent; provided, that any disclosure made in violation of this Agreement shall not affect the obligations of any Borrower or any of its Affiliates or any guarantor under this Agreement or the other Loan Documents.

 

11.13                             Assignment of Rights.  Each Borrower acknowledges and understands that the Agent or Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”).  After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given.  No such assignment by the Agent or Lender shall relieve any Borrower of any of its obligations hereunder.  Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

 

11.14                             Revival of Secured Obligations.  This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against any Borrower for liquidation or reorganization, if any Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of any Borrower’s assets, or if any payment or transfer of Collateral is recovered from the Agent or Lender.  The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to the Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, the Agent, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made.  In the event that any

 

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payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to the Agent or Lender in Cash.

 

11.15                             Counterparts.  This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

 

11.16                             No Third Party Beneficiaries.  No provisions of the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any Person other than the Agent, Lender and the Borrowers unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents will be personal and solely among the Agent, Lender and the Borrowers.

 

11.17                             Agency.

 

(a)                                 Lender hereby irrevocably appoints Hercules Capital, Inc. to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

 

(b)                                 Lender agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), according to its respective Term Commitment percentage (based upon the total outstanding Term Loan Commitments) in effect on the date on which indemnification is sought under this Section 11.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment in full of the Secured Obligations.

 

(c)                                  Agent in Its Individual Capacity.  The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Agent hereunder in its individual capacity.

 

(d)                                 Exculpatory Provisions.  The Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Agent shall not:

 

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(i)             be subject to any fiduciary or other implied duties, regardless of whether any default or any Event of Default has occurred and is continuing;

 

(ii)          have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Lender, provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law; and

 

(iii)       except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and the Agent shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by any Person serving as the Agent or any of its Affiliates in any capacity.

 

(e)                                  The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of Lender or as the Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct.

 

(f)                                   The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

 

(g)                                  Reliance by Agent.  The Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties.  In the absence of its gross negligence or willful misconduct, the Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents.  The Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by the Agent hereunder or under any Loan Documents in accordance therewith.  The Agent shall have the right at any time to seek

 

33











 

instructions concerning the administration of the Collateral from any court of competent jurisdiction.  The Agent shall not be under any obligation to exercise any of the rights or powers granted to the Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lender unless the Agent shall have been provided by Lender with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

 

11.18                             Publicity.  The Agent and Lender may use each Borrower’s name and logo, and include a brief description (without disclosure of any material non-public information) of the relationship between such Borrower and the Agent and Lender, in the Agent’s and Lender’s marketing materials.

 

11.19                             Joint and Several Liability.  Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents (other than the Warrant) in consideration of the financial accommodations to be provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of their undertakings to accept joint and several liability for the Secured Obligations.  Each Borrower, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.19), it being the intention of each Borrower that all the Secured Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.  If and to the extent that any Borrower fails to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons comprising the Borrowers will make such payment with respect to, or perform, such Secured Obligation.  Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons comprising the Borrowers with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in Cash.  Any claim which any of the Borrowers may have against any other Persons comprising the Borrowers with respect to any payments to the Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in Cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of the Borrowers, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in Cash before any payment or distribution of any character, whether in Cash, securities or other property, shall be made to any other Persons comprising the Borrowers therefor.

 

11.20                             Administrative Borrower.  Each Borrower irrevocably appoints the Parent as the borrowing agent and attorney-in-fact (“Administrative Borrower”) for all Persons comprising the Borrowers, which appointment shall remain in full force and effect unless

 

34











 

and until the Agent shall have received prior written notice signed by each of the other Borrowers that such appointment has been revoked and that another Borrower has been appointed as the Administrative Borrower.

 

11.21                             Lien Release.  At such time as the Secured Obligations have been repaid in full and the Borrowers have no further rights to request any Advances hereunder, the Liens granted to the Agent hereunder shall be deemed terminated and released without requirement of any further action on the part of any Person, and the Agent shall, at the request and expense of the Borrowers, execute, deliver and file (or permit the Borrowers to file) any and all termination statements and other documents as may be necessary or appropriate in order to give effect to such release or Liens hereunder.

 

11.22                             Existing Loan and Security Agreement Amended and Restated.  Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Loan and Security Agreement in its entirety (except to the extent that definitions from the Existing Loan and Security Agreement are incorporated herein by reference) and (b) the rights and obligations of the parties under the Existing Loan and Security Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that the Borrowers hereby agree that all outstanding Secured Obligations of the Borrowers under, and as defined in, the Existing Loan and Security Agreement and the other Loan Documents shall remain outstanding, shall constitute continuing Secured Obligations secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such obligations and other liabilities.  The Borrowers hereby acknowledge and reaffirm each and every Loan Document entered into in connection with the Existing Loan and Security Agreement and acknowledges that each such Loan Document remains in full force and effect and enforceable against the Borrowers in accordance with its respective terms after giving effect to the execution and delivery of this Agreement without further action by Lender, the Borrowers or any other Person. All reference to the “Loan and Security Agreement” in each such Loan Document shall be deemed to be a reference to this Agreement.

 

(SIGNATURES TO FOLLOW)

 

35











 

IN WITNESS WHEREOF, the Borrowers and the Agent and Lender have duly executed and delivered this Amended and Restated Loan and Security Agreement as of the day and year first above written.

 

	
 
    	
ADMINISTRATIVE   BORROWER:
    
	
 
    	
 
    
	
 
    	
INSMED   INCORPORATED
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Andrew T. Drechsler
    
	
 
    	
Name:
    	
Andrew T. Drechsler
    
	
 
    	
Its:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
BORROWERS:
    
	
 
    	
 
    
	
 
    	
INSMED   INCORPORATED
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Andrew T. Drechsler
    
	
 
    	
Name:
    	
Andrew T. Drechsler
    
	
 
    	
Its:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
CELTRIX   PHARMACEUTICALS, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Andrew T. Drechsler
    
	
 
    	
Name:
    	
Andrew T. Drechsler
    
	
 
    	
Its:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
Accepted in Palo Alto, California:
    	
 
    
	
 
    	
 
    
	
 
    	
AGENT:
    
	
 
    	
 
    
	
 
    	
HERCULES   CAPITAL, INC. formerly   known as Hercules Technology Growth Capital, Inc.)
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Jennifer Choe
    
	
 
    	
Name:
    	
Jennifer Choe
    
	
 
    	
Its:
    	
Assistant General   Counsel
    
	
 
    	
 
    
	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
HERCULES   CAPITAL, INC. (formerly known as Hercules Technology Growth   Capital, Inc.)
    


 

36











 

	
 
    	
By:
    	
 /s/Jennifer Choe
    
	
 
    	
Name:
    	
Jennifer Choe
    
	
 
    	
Its:
    	
Assistant General   Counsel
    
	
 
    	
 
    
	
HERCULES CAPITAL FUNDING TRUST 2014-1
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Hercules   Capital, Inc., Servicer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Jennifer Choe
    
	
 
    	
Name:
    	
Jennifer Choe
    
	
 
    	
Its:
    	
Assistant General   Counsel
    


 

37











 

Table of Addenda, Exhibits and Schedules

 

	
Exhibit A:
    	
 
    	
Advance Request
    
	
 
    	
 
    	
Attachment to Advance   Request
    
	
 
    	
 
    	
 
    
	
Exhibit B:
    	
 
    	
Term Note
    
	
 
    	
 
    	
 
    
	
Exhibit C:
    	
 
    	
Name, Locations, and   Other Information for Borrowers
    
	
 
    	
 
    	
 
    
	
Exhibit D:
    	
 
    	
Borrowers’ Patents,   Trademarks, Copyrights and Licenses
    
	
 
    	
 
    	
 
    
	
Exhibit E:
    	
 
    	
Borrowers’ Deposit   Accounts and Investment Accounts
    
	
 
    	
 
    	
 
    
	
Exhibit F:
    	
 
    	
Compliance Certificate
    
	
 
    	
 
    	
 
    
	
Exhibit G:
    	
 
    	
Joinder Agreement
    
	
 
    	
 
    	
 
    
	
Exhibit H:
    	
 
    	
ACH Debit Authorization   Agreement
    
	
 
    	
 
    	
 
    
	
Schedule 1
    	
 
    	
Subsidiaries
    
	
Schedule 1A
    	
 
    	
Existing Permitted   Indebtedness
    
	
Schedule 1B
    	
 
    	
Existing Permitted   Investments
    
	
Schedule 1C
    	
 
    	
Existing Permitted   Liens
    
	
Schedule 5.3
    	
 
    	
Consents, Etc.
    
	
Schedule 5.5
    	
 
    	
Actions Before   Governmental Authorities
    
	
Schedule 5.8
    	
 
    	
Tax Matters
    
	
Schedule 5.9
    	
 
    	
Intellectual Property   Claims
    
	
Schedule 5.10
    	
 
    	
Intellectual Property
    
	
Schedule 5.11
    	
 
    	
Borrower Products
    
	
Schedule 5.14
    	
 
    	
Capitalization
    


 

38












 

EXHIBIT A

 

ADVANCE REQUEST

 

	
To:
    	
The   Agent:
    	
Date:               [ ], 20[ ]
    
	
 
    	
 
    	
 
    
	
 
    	
Hercules   Capital, Inc.
    	
 
    
	
 
    	
400   Hamilton Avenue, Suite 310
    	
 
    
	
 
    	
Palo Alto, CA 94301
    	
 
    
	
 
    	
Facsimile:   650-473-9194
    	
 
    
	
 
    	
Attn:   Bryan Jadot
    	
 
    


 

Insmed Incorporated (the “Administrative Borrower”) hereby requests from Hercules Capital, Inc. (“Lender”) an Advance in the amount of [                      Dollars ($                ) on              ,      ] (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement between the Administrative Borrower, the other borrowers from time to time party thereto, and the Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

 

	
Please:
    	
Wire   Funds to the Administrative Borrower’s account
    
	
 
    	
 
    
	
 
    	
Bank:
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ABA   Number:
    	
 
    
	
 
    	
Account   Number:
    	
 
    
	
 
    	
Account   Name:
    	
 
    


 

The Administrative Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to:  (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that each Borrower is in compliance, in all material respects, with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents.  The Administrative Borrower understands and acknowledges that the Agent and Lender has the right to review the financial information supporting this representation and, based upon such review, the Lender may decline to fund the requested Advance.

 

The Administrative Borrower hereby represents that the Borrowers’ corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request.

 

39











 

The Administrative Borrower agrees to notify the Agent promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if the Agent has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date.

 

	
Executed as of [         ],   20[         ].
    	
 
    
	
 
    	
 
    
	
 
    	
ADMINISTRATIVE   BORROWER:
    
	
 
    	
 
    
	
 
    	
INSMED   INCORPORATED
    
	
 
    	
 
    	
 
    
	
 
    	
SIGNATURE:
    	
 
    
	
 
    	
TITLE:
    	
 
    
	
 
    	
PRINT   NAME:
    	
 
    


 

40











 

ATTACHMENT TO ADVANCE REQUEST

 

	
 
    	
Dated:
    	
 
    	
 
    


 

The Administrative Borrower hereby represents and warrants to the Agent that each Borrower’s current name and organizational status is as follows:

 

	
Names:
    	
[                                          ]
    
	
 
    	
 
    
	
Type   of organizations:
    	
Corporation
    
	
 
    	
 
    
	
States   of organization:
    	
[                                          ]
    
	
 
    	
 
    
	
Organization   file numbers:
    	
 
    


 

The Administrative Borrower hereby represents and warrants to the Agent that the street addresses, cities, states and postal codes of each Borrower’s current locations are as follows:

 

41











 

EXHIBIT B

 

SECURED TERM PROMISSORY NOTE

 

	
$[  ],000,000
    	
Advance Date:       , 20[  ]
    
	
 
    	
 
    
	
 
    	
Maturity Date: September 1, 2020
    


 

FOR VALUE RECEIVED, INSMED INCORPORATED, a Virginia corporation (“Parent”), for itself and each of its Subsidiaries joined to the below-defined Loan Agreement (the “Borrowers”) hereby promise to pay to the order of Hercules Capital, Inc., a Maryland corporation,  or the holder of this Note (the “Lender”) at 400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [  ] Million Dollars ($[  ],000,000) or such other principal amount as Lender has advanced to the Borrowers, together with interest at a floating rate equal to the Term Loan Interest Rate (as defined in the Loan Agreement (as defined below)), with interest computed daily based on the actual number of days in each month.

 

This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated September 30, 2016 by and among the Borrowers, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof.  All payments shall be made in accordance with the Loan Agreement.  All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.  An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note.

 

Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.   The Borrowers agree to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense.  This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California.  This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

 

[signature page follows]

 











 

	
 
    	
INSMED   INCORPORATED
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Its:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CELTRIX   PHARMACEUTICALS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Its:
    	
 
    


 











 

EXHIBIT C

 

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERS

 

1.                                      Each Borrower represents and warrants to the Agent and Lender that such Borrower’s current name and organizational status as of each applicable Advance Date is as follows:

 

	
Names:
    	
Parent: Insmed   Incorporated
    
	
 
    	
 
    
	
 
    	
Sub (1): Celtrix   Pharmaceuticals, Inc.
    
	
 
    	
 
    
	
Type of organizations:
    	
Parent: Corporation
    
	
 
    	
 
    
	
 
    	
Sub (1): Corporation
    
	
 
    	
 
    
	
States of organization:
    	
Parent: Virginia
    
	
 
    	
 
    
	
 
    	
Sub (1): Delaware
    
	
 
    	
 
    
	
Organization file   numbers:
    	
Parent: 05305412
    
	
 
    	
 
    
	
 
    	
Sub (1): 2248091
    


 

2.                                      Each Borrower represents and warrants to the Agent and Lender that for five (5) years prior to the Closing Date, such Borrower did not do business under any other name or organization or form except the following:

 

Name:           Transave, Inc. (Prior to Transave, LLC)
 Used during dates of: Prior to December 1, 2010
 Type of Organization: Corporation
 State of organization: Delaware
 Organization file Number: 2754858
 Borrowers’ fiscal year ends on December 31
 Borrowers’ federal employer tax identification numbers are

 

:                                                                                                                                                                                            Parent: Insmed Incorporated Tax ID# 54-1972729

 

Sub (1): Celtrix Pharmaceuticals, Inc. Tax ID# 94-3121462

 

3.                                      Each Borrower represents and warrants to the Agent and Lender that its chief executive office is located at 10 Finderne Avenue, Building 10, Bridgewater, NJ 08807.

 












 

EXHIBIT D

 

BORROWERS’ PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

 

Patents

 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-004/02AU
    	
 
    	
315953-2036
    	
 
    	
Australia
    	
 
    	
2009303542
    	
 
    	
10/13/2009
    	
 
    	
2009303542
    	
 
    	
8/28/2014
    	
 
    
	
INMD-004/03AU
    	
 
    	
315953-3181
    	
 
    	
Australia
    	
 
    	
2014201765
    	
 
    	
10/13/2009
    	
 
    	
2014201765
    	
 
    	
3/23/2016
    	
 
    
	
INMD-005/02AU
    	
 
    	
315953-2070
    	
 
    	
Australia
    	
 
    	
2008316841
    	
 
    	
10/23/2008
    	
 
    	
2008316841
    	
 
    	
7/31/2014
    	
 
    
	
INMD-012/01AU
    	
 
    	
315953-2088
    	
 
    	
Australia
    	
 
    	
2003304204
    	
 
    	
10/29/2003
    	
 
    	
2003304204
    	
 
    	
4/8/2010
    	
 
    
	
INMD-012/03AU
    	
 
    	
315953-2007
    	
 
    	
Australia
    	
 
    	
2006270008
    	
 
    	
7/19/2006
    	
 
    	
2006270008
    	
 
    	
1/3/2013
    	
 
    
	
INMD-018/01AU
    	
 
    	
315953-2024
    	
 
    	
Australia
    	
 
    	
2006322076
    	
 
    	
12/5/2006
    	
 
    	
2006322076
    	
 
    	
10/31/2013
    	
 
    
	
INMD-012/01AT
    	
 
    	
315953-3151
    	
 
    	
Austria
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03AT
    	
 
    	
315953-3113
    	
 
    	
Austria
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05AT
    	
 
    	
315953-3259
    	
 
    	
Austria
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01AT
    	
 
    	
315953-3292
    	
 
    	
Austria
    	
 
    	
E459637
    	
 
    	
12/20/2005
    	
 
    	
E459637
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01AT
    	
 
    	
315953-2683
    	
 
    	
Austria
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00AT
    	
 
    	
315953-2898
    	
 
    	
Austria
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01BE
    	
 
    	
315953-3152
    	
 
    	
Belgium
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03BE
    	
 
    	
315953-3112
    	
 
    	
Belgium
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05BE
    	
 
    	
315953-3260
    	
 
    	
Belgium
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01BE
    	
 
    	
315953-3293
    	
 
    	
Belgium
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01BE
    	
 
    	
315953-2684
    	
 
    	
Belgium
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00BE
    	
 
    	
315953-2900
    	
 
    	
Belgium
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01BG
    	
 
    	
315953-3153
    	
 
    	
Bulgaria
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03BG
    	
 
    	
315953-3114
    	
 
    	
Bulgaria
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05BG
    	
 
    	
315953-3261
    	
 
    	
Bulgaria
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-005/02CA
    	
 
    	
315953-2071
    	
 
    	
Canada
    	
 
    	
2703179
    	
 
    	
10/23/2008
    	
 
    	
2703179
    	
 
    	
6/7/2016
    	
 
    
	
INMD-012/01CA
    	
 
    	
315953-2019
    	
 
    	
Canada
    	
 
    	
2504317
    	
 
    	
10/29/2003
    	
 
    	
2504317
    	
 
    	
5/22/2012
    	
 
    
	
INMD-012/03CA
    	
 
    	
315953-2102
    	
 
    	
Canada
    	
 
    	
2614764
    	
 
    	
7/19/2006
    	
 
    	
2614764
    	
 
    	
3/18/2014
    	
 
    
	
INMD-012/04CA
    	
 
    	
315953-2022
    	
 
    	
Canada
    	
 
    	
2646255
    	
 
    	
4/3/2007
    	
 
    	
2646255
    	
 
    	
8/26/2014
    	
 
    
	
INMD-012/05CA
    	
 
    	
315953-3144
    	
 
    	
Canada
    	
 
    	
2838108
    	
 
    	
7/19/2006
    	
 
    	
2838108
    	
 
    	
5/17/2016
    	
 
    
	
INMD-012/06CA
    	
 
    	
315953-3184
    	
 
    	
Canada
    	
 
    	
2853611
    	
 
    	
4/3/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-015/01CA
    	
 
    	
315953-2243
    	
 
    	
Canada
    	
 
    	
2592014
    	
 
    	
12/20/2005
    	
 
    	
2592014
    	
 
    	
11/24/2015
    	
 
    
	
INMD-018/01CA
    	
 
    	
315953-2031
    	
 
    	
Canada
    	
 
    	
2631872
    	
 
    	
12/5/2006
    	
 
    	
2631872
    	
 
    	
4/1/2014
    	
 
    
	
INMD-018/02CA
    	
 
    	
315953-3145
    	
 
    	
Canada
    	
 
    	
2838111
    	
 
    	
12/5/2006
    	
 
    	
2838111
    	
 
    	
1/19/2016
    	
 
    
	
INMD-048/01CA
    	
 
    	
315953-2368
    	
 
    	
Canada
    	
 
    	
2529282
    	
 
    	
6/14/2004
    	
 
    	
2529282
    	
 
    	
5/28/2013
    	
 
    
	
INMD-052/00CA
    	
 
    	
315953-2136
    	
 
    	
Canada
    	
 
    	
2330925
    	
 
    	
5/28/1999
    	
 
    	
2330925
    	
 
    	
2/9/2010
    	
 
    
	
INMD-012/01CN
    	
 
    	
315953-2090
    	
 
    	
China
    	
 
    	
200380106534.2
    	
 
    	
10/29/2003
    	
 
    	
ZL 200380106534.2
    	
 
    	
11/24/2010
    	
 
    
	
INMD-012/03CN
    	
 
    	
315953-2029
    	
 
    	
China
    	
 
    	
200680034397.X
    	
 
    	
7/19/2006
    	
 
    	
ZL200680034397.X
    	
 
    	
8/7/2013
    	
 
    
	
INMD-012/03CR
    	
 
    	
315953-2104
    	
 
    	
Costa Rica
    	
 
    	
9736
    	
 
    	
7/19/2006
    	
 
    	
2979
    	
 
    	
12/12/2013
    	
 
    
	
INMD-012/01CY
    	
 
    	
315953-3155
    	
 
    	
Cyprus
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03CY
    	
 
    	
315953-3116
    	
 
    	
Cyprus
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    


 











 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-012/05CY
    	
 
    	
315953-3263
    	
 
    	
Cyprus
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01CZ
    	
 
    	
315953-3156
    	
 
    	
Czech Republic
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03CZ
    	
 
    	
315953-3117
    	
 
    	
Czech Republic
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05CZ
    	
 
    	
315953-3264
    	
 
    	
Czech Republic
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01DK
    	
 
    	
315953-3158
    	
 
    	
Denmark
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03DK
    	
 
    	
315953-3119
    	
 
    	
Denmark
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05DK
    	
 
    	
315953-3266
    	
 
    	
Denmark
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01EE
    	
 
    	
315953-3159
    	
 
    	
Estonia
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03EE
    	
 
    	
315953-3120
    	
 
    	
Estonia
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05EE
    	
 
    	
315953-3267
    	
 
    	
Estonia
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01EP
    	
 
    	
315953-2091
    	
 
    	
European Patent Office
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03EP
    	
 
    	
315953-2047
    	
 
    	
European Patent Office
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/04EP
    	
 
    	
315953-2172
    	
 
    	
European Patent Office
    	
 
    	
07754853.5
    	
 
    	
4/3/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/05EP
    	
 
    	
315953-2023
    	
 
    	
European Patent Office
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01EP
    	
 
    	
315953-3296
    	
 
    	
European Patent Office
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-018/01EP
    	
 
    	
315953-2130
    	
 
    	
European Patent Office
    	
 
    	
06847502.9
    	
 
    	
12/5/2006
    	
 
    	
1962805
    	
 
    	
7/6/2016
    	
 
    
	
INMD-048/01EP
    	
 
    	
315953-2369
    	
 
    	
European Patent Office
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00EP
    	
 
    	
315953-2696
    	
 
    	
European Patent Office
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-057/01EP
    	
 
    	
315953-2051
    	
 
    	
European Patent Office
    	
 
    	
99926092.0
    	
 
    	
5/28/1999
    	
 
    	
1082427
    	
 
    	
8/10/2005
    	
 
    
	
INMD-012/01FI
    	
 
    	
315953-3161
    	
 
    	
Finland
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03FI
    	
 
    	
315953-3122
    	
 
    	
Finland
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05FI
    	
 
    	
315953-3276
    	
 
    	
Finland
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-052/00FI
    	
 
    	
315953-2906
    	
 
    	
Finland
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01FR
    	
 
    	
315953-3188
    	
 
    	
France
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03FR
    	
 
    	
315953-3123
    	
 
    	
France
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05FR
    	
 
    	
315953-3277
    	
 
    	
France
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01FR
    	
 
    	
315953-3298
    	
 
    	
France
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01FR
    	
 
    	
315953-2688
    	
 
    	
France
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00FR
    	
 
    	
315953-2907
    	
 
    	
France
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01DE
    	
 
    	
315953-3157
    	
 
    	
Germany
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03DE
    	
 
    	
315953-3118
    	
 
    	
Germany
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05DE
    	
 
    	
315953-3265
    	
 
    	
Germany
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01DE
    	
 
    	
315953-3295
    	
 
    	
Germany
    	
 
    	
602005019784-2
    	
 
    	
12/20/2005
    	
 
    	
602005019784-2
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01DE
    	
 
    	
315953-2686
    	
 
    	
Germany
    	
 
    	
602004020771.3
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00DE
    	
 
    	
315953-2904
    	
 
    	
Germany
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01GR
    	
 
    	
315953-3163
    	
 
    	
Greece
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03GR
    	
 
    	
315953-3125
    	
 
    	
Greece
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05GR
    	
 
    	
315953-3279
    	
 
    	
Greece
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01GR
    	
 
    	
315953-3300
    	
 
    	
Greece
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-012/03HN
    	
 
    	
315953-2108
    	
 
    	
Honduras
    	
 
    	
2008-84
    	
 
    	
7/19/2006
    	
 
    	
4987
    	
 
    	
1/24/2011
    	
 
    


 











 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-012/03HK
    	
 
    	
315953-2107
    	
 
    	
Hong Kong
    	
 
    	
09102316.4
    	
 
    	
7/19/2006
    	
 
    	
1124770
    	
 
    	
1/30/2014
    	
 
    
	
INMD-012/05HK
    	
 
    	
315953-2139
    	
 
    	
Hong Kong
    	
 
    	
12102361.3
    	
 
    	
10/29/2003
    	
 
    	
1162303
    	
 
    	
4/1/2016
    	
 
    
	
INMD-012/01HU
    	
 
    	
315953-3164
    	
 
    	
Hungary
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03HU
    	
 
    	
315953-3126
    	
 
    	
Hungary
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05HU
    	
 
    	
315953-3280
    	
 
    	
Hungary
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01HU
    	
 
    	
315953-3301
    	
 
    	
Hungary
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01HU
    	
 
    	
315953-2690
    	
 
    	
Hungary
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
E006533
    	
 
    	
4/22/2009
    	
 
    
	
INMD-012/03IS
    	
 
    	
315953-3128
    	
 
    	
Iceland
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/01IN
    	
 
    	
315953-2087
    	
 
    	
India
    	
 
    	
2219/DELNP/2005
    	
 
    	
10/29/2003
    	
 
    	
243438
    	
 
    	
10/18/2010
    	
 
    
	
INMD-012/01IE
    	
 
    	
315953-3165
    	
 
    	
Ireland
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03IE
    	
 
    	
315953-3127
    	
 
    	
Ireland
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05IE
    	
 
    	
315953-3281
    	
 
    	
Ireland
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01IE
    	
 
    	
315953-3302
    	
 
    	
Ireland
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01IE
    	
 
    	
315953-2691
    	
 
    	
Ireland
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-012/01IL
    	
 
    	
315953-2086
    	
 
    	
Israel
    	
 
    	
168279
    	
 
    	
10/29/2003
    	
 
    	
168279
    	
 
    	
10/1/2015
    	
 
    
	
INMD-012/01IT
    	
 
    	
315953-3166
    	
 
    	
Italy
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03IT
    	
 
    	
315953-3129
    	
 
    	
Italy
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05IT
    	
 
    	
315953-3282
    	
 
    	
Italy
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01IT
    	
 
    	
315953-3303
    	
 
    	
Italy
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01IT
    	
 
    	
315953-2692
    	
 
    	
Italy
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00IT
    	
 
    	
315953-2912
    	
 
    	
Italy
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
ELSN-002/02JP
    	
 
    	
321893-2002
    	
 
    	
Japan
    	
 
    	
2007-540183
    	
 
    	
11/8/2005
    	
 
    	
5735724
    	
 
    	
4/24/2015
    	
 
    
	
INMD-004/02JP
    	
 
    	
315953-2012
    	
 
    	
Japan
    	
 
    	
2011-532180
    	
 
    	
10/13/2009
    	
 
    	
5677695
    	
 
    	
1/9/2015
    	
 
    
	
INMD-005/02JP
    	
 
    	
315953-2073
    	
 
    	
Japan
    	
 
    	
2010-531241
    	
 
    	
10/23/2008
    	
 
    	
5855829
    	
 
    	
12/18/2015
    	
 
    
	
INMD-012/01JP
    	
 
    	
315953-2092
    	
 
    	
Japan
    	
 
    	
2005-500829
    	
 
    	
10/29/2003
    	
 
    	
5118302
    	
 
    	
10/26/2012
    	
 
    
	
INMD-012/02JP
    	
 
    	
315953-2097
    	
 
    	
Japan
    	
 
    	
2011-1318
    	
 
    	
10/29/2003
    	
 
    	
5411878
    	
 
    	
11/15/2013
    	
 
    
	
INMD-012/03JP
    	
 
    	
315953-2110
    	
 
    	
Japan
    	
 
    	
2008-522895
    	
 
    	
7/19/2006
    	
 
    	
5415759
    	
 
    	
11/22/2013
    	
 
    
	
INMD-012/04JP
    	
 
    	
315953-2173
    	
 
    	
Japan
    	
 
    	
2009-504281
    	
 
    	
4/3/2007
    	
 
    	
5918922
    	
 
    	
4/15/2016
    	
 
    
	
INMD-012/05JP
    	
 
    	
315953-3098
    	
 
    	
Japan
    	
 
    	
2013-146934
    	
 
    	
7/19/2006
    	
 
    	
5800865
    	
 
    	
9/4/2015
    	
 
    
	
INMD-012/06JP
    	
 
    	
315953-3102
    	
 
    	
Japan
    	
 
    	
2013-167610
    	
 
    	
10/29/2003
    	
 
    	
5684343
    	
 
    	
1/23/2015
    	
 
    
	
INMD-012/08JP
    	
 
    	
315953-3215
    	
 
    	
Japan
    	
 
    	
2014-196130
    	
 
    	
7/19/2006
    	
 
    	
5902782
    	
 
    	
3/18/2016
    	
 
    
	
INMD-018/01JP
    	
 
    	
315953-2202
    	
 
    	
Japan
    	
 
    	
2008-544430
    	
 
    	
12/5/2006
    	
 
    	
5324223
    	
 
    	
7/26/2013
    	
 
    
	
INMD-047/01JP
    	
 
    	
315953-2365
    	
 
    	
Japan
    	
 
    	
2009-504301
    	
 
    	
4/4/2007
    	
 
    	
5600432
    	
 
    	
8/22/2014
    	
 
    
	
INMD-012/03LV
    	
 
    	
315953-3132
    	
 
    	
Latvia
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05LI
    	
 
    	
315953-3283
    	
 
    	
Liechtenstein
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/03LT
    	
 
    	
315953-3130
    	
 
    	
Lithuania
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-015/01LT
    	
 
    	
315953-3304
    	
 
    	
Lithuania
    	
 
    	
5854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-012/01LU
    	
 
    	
315953-3167
    	
 
    	
Luxembourg
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03LU
    	
 
    	
315953-3131
    	
 
    	
Luxembourg
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-015/01LU
    	
 
    	
315953-3305
    	
 
    	
Luxembourg
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-005/02MX
    	
 
    	
315953-2074
    	
 
    	
Mexico
    	
 
    	
MX/a/2010/004389
    	
 
    	
10/23/2008
    	
 
    	
334870
    	
 
    	
11/17/2015
    	
 
    
	
INMD-012/01MX
    	
 
    	
315953-2028
    	
 
    	
Mexico
    	
 
    	
PA/a/2005/004580
    	
 
    	
10/29/2003
    	
 
    	
276999
    	
 
    	
7/1/2010
    	
 
    
	
INMD-012/02MX
    	
 
    	
315953-2098
    	
 
    	
Mexico
    	
 
    	
MX/a/2010/000195
    	
 
    	
10/29/2003
    	
 
    	
318205
    	
 
    	
2/26/2014
    	
 
    


 











 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-012/03MX
    	
 
    	
315953-2114
    	
 
    	
Mexico
    	
 
    	
MX/a/2008/000425
    	
 
    	
7/19/2006
    	
 
    	
280091
    	
 
    	
10/18/2010
    	
 
    
	
INMD-012/04MX
    	
 
    	
315953-2122
    	
 
    	
Mexico
    	
 
    	
MX/a/2008/012684
    	
 
    	
4/3/2007
    	
 
    	
293096
    	
 
    	
12/5/2011
    	
 
    
	
INMD-012/01MC
    	
 
    	
315953-3168
    	
 
    	
Monaco
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03MC
    	
 
    	
315953-3133
    	
 
    	
Monaco
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05MC
    	
 
    	
315953-3284
    	
 
    	
Monaco
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-004/02ME
    	
 
    	
315953-2042
    	
 
    	
Montenegro
    	
 
    	
P-2011/64
    	
 
    	
10/13/2009
    	
 
    	
01166
    	
 
    	
3/20/2014
    	
 
    
	
INMD-012/03ME
    	
 
    	
315953-2113
    	
 
    	
Montenegro
    	
 
    	
P-68/2009
    	
 
    	
7/19/2006
    	
 
    	
00597
    	
 
    	
8/16/2011
    	
 
    
	
INMD-012/01NL
    	
 
    	
315953-3169
    	
 
    	
Netherlands
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03NL
    	
 
    	
315953-3134
    	
 
    	
Netherlands
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05NL
    	
 
    	
315953-3285
    	
 
    	
Netherlands
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01NL
    	
 
    	
315953-3306
    	
 
    	
Netherlands
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-052/00NL
    	
 
    	
315953-2916
    	
 
    	
Netherlands
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-004/02NZ
    	
 
    	
315953-2014
    	
 
    	
New Zealand
    	
 
    	
592217
    	
 
    	
10/13/2009
    	
 
    	
592217
    	
 
    	
7/2/2013
    	
 
    
	
INMD-004/03NZ
    	
 
    	
315953-3080
    	
 
    	
New Zealand
    	
 
    	
606383
    	
 
    	
10/13/2009
    	
 
    	
606383
    	
 
    	
1/6/2015
    	
 
    
	
INMD-012/01NZ
    	
 
    	
315953-2093
    	
 
    	
New Zealand
    	
 
    	
540087
    	
 
    	
10/29/2003
    	
 
    	
540087
    	
 
    	
1/8/2009
    	
 
    
	
INMD-012/03NZ
    	
 
    	
315953-2116
    	
 
    	
New Zealand
    	
 
    	
565300
    	
 
    	
7/19/2006
    	
 
    	
565300
    	
 
    	
11/7/2011
    	
 
    
	
INMD-012/03PL
    	
 
    	
315953-3135
    	
 
    	
Poland
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-015/01PL
    	
 
    	
315953-3307
    	
 
    	
Poland
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01PL
    	
 
    	
315953-2693
    	
 
    	
Poland
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-012/01PT
    	
 
    	
315953-3170
    	
 
    	
Portugal
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03PT
    	
 
    	
315953-3136
    	
 
    	
Portugal
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05PT
    	
 
    	
315953-3286
    	
 
    	
Portugal
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01KR
    	
 
    	
315953-2020
    	
 
    	
Republic of Korea
    	
 
    	
10-2005-7007679
    	
 
    	
10/29/2003
    	
 
    	
10-1301653
    	
 
    	
8/23/2013
    	
 
    
	
INMD-012/02KR
    	
 
    	
315953-3088
    	
 
    	
Republic of Korea
    	
 
    	
10-2013-7010499
    	
 
    	
10/29/2003
    	
 
    	
10-1424980
    	
 
    	
7/24/2014
    	
 
    
	
INMD-012/03KR
    	
 
    	
315953-2111
    	
 
    	
Republic of Korea
    	
 
    	
10-2008-7002031
    	
 
    	
7/19/2006
    	
 
    	
10-1358660
    	
 
    	
1/28/2014
    	
 
    
	
INMD-012/04KR
    	
 
    	
315953-3106
    	
 
    	
Republic of Korea
    	
 
    	
10-2013-7031379
    	
 
    	
7/19/2006
    	
 
    	
10-1437338
    	
 
    	
8/28/2014
    	
 
    
	
INMD-012/05KR
    	
 
    	
315953-3180
    	
 
    	
Republic of Korea
    	
 
    	
10-2014-7005780
    	
 
    	
10/29/2003
    	
 
    	
10-1504616
    	
 
    	
3/16/2015
    	
 
    
	
INMD-012/01RO
    	
 
    	
315953-3171
    	
 
    	
Romania
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03RO
    	
 
    	
315953-3137
    	
 
    	
Romania
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05RO
    	
 
    	
315953-3287
    	
 
    	
Romania
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01RO
    	
 
    	
315953-2532
    	
 
    	
Romania
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-004/02RU
    	
 
    	
315953-2044
    	
 
    	
Russian Federation
    	
 
    	
2011119018
    	
 
    	
10/13/2009
    	
 
    	
2537238
    	
 
    	
10/31/2014
    	
 
    
	
INMD-012/03RU
    	
 
    	
315953-2048
    	
 
    	
Russian Federation
    	
 
    	
2008102651
    	
 
    	
7/19/2006
    	
 
    	
2438655
    	
 
    	
1/10/2012
    	
 
    
	
INMD-012/03SG
    	
 
    	
315953-2118
    	
 
    	
Singapore
    	
 
    	
200800137-2
    	
 
    	
7/19/2006
    	
 
    	
138968
    	
 
    	
8/31/2010
    	
 
    
	
INMD-012/01SK
    	
 
    	
315953-3174
    	
 
    	
Slovakia
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03SK
    	
 
    	
315953-3140
    	
 
    	
Slovakia
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05SK
    	
 
    	
315953-3290
    	
 
    	
Slovakia
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-012/01SI
    	
 
    	
315953-3173
    	
 
    	
Slovenia
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03SL
    	
 
    	
315953-3139
    	
 
    	
Slovenia
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05SI
    	
 
    	
315953-3289
    	
 
    	
Slovenia
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-004/02ZA
    	
 
    	
315953-2004
    	
 
    	
South Africa
    	
 
    	
2011/02745
    	
 
    	
10/13/2009
    	
 
    	
2011/02745
    	
 
    	
12/28/2011
    	
 
    


 











 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-012/01ZA
    	
 
    	
315953-2096
    	
 
    	
South Africa
    	
 
    	
2005/04281
    	
 
    	
10/29/2003
    	
 
    	
2005/04281
    	
 
    	
9/27/2006
    	
 
    
	
INMD-012/03ZA
    	
 
    	
315953-2030
    	
 
    	
South Africa
    	
 
    	
2008/00367
    	
 
    	
7/19/2006
    	
 
    	
2008/00367
    	
 
    	
12/31/2008
    	
 
    
	
INMD-012/01ES
    	
 
    	
315953-3160
    	
 
    	
Spain
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03ES
    	
 
    	
315953-3121
    	
 
    	
Spain
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05ES
    	
 
    	
315953-3268
    	
 
    	
Spain
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01ES
    	
 
    	
315953-3297
    	
 
    	
Spain
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01ES
    	
 
    	
315953-2687
    	
 
    	
Spain
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00ES
    	
 
    	
315953-2905
    	
 
    	
Spain
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01SE
    	
 
    	
315953-3172
    	
 
    	
Sweden
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03SE
    	
 
    	
315953-3138
    	
 
    	
Sweden
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05SE
    	
 
    	
315953-3288
    	
 
    	
Sweden
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01SE
    	
 
    	
315953-3308
    	
 
    	
Sweden
    	
 
    	
5854704.3
    	
 
    	
12/20/2005
    	
 
    	
05854704-3
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01SE
    	
 
    	
315953-2694
    	
 
    	
Sweden
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00SE
    	
 
    	
315953-2919
    	
 
    	
Sweden
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01CH
    	
 
    	
315953-3154
    	
 
    	
Switzerland
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03CH
    	
 
    	
315953-3115
    	
 
    	
Switzerland
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05CH
    	
 
    	
315953-3262
    	
 
    	
Switzerland
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01CH
    	
 
    	
315953-3294
    	
 
    	
Switzerland
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01CH
    	
 
    	
315953-2685
    	
 
    	
Switzerland
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00CH
    	
 
    	
315953-2902
    	
 
    	
Switzerland
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
INMD-012/01TR
    	
 
    	
315953-3175
    	
 
    	
Turkey
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03TR
    	
 
    	
315953-3141
    	
 
    	
Turkey
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05TR
    	
 
    	
315953-3291
    	
 
    	
Turkey
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-004/02UA
    	
 
    	
315953-2045
    	
 
    	
Ukraine
    	
 
    	
201105955
    	
 
    	
10/13/2009
    	
 
    	
105644
    	
 
    	
6/10/2014
    	
 
    
	
INMD-012/01GB
    	
 
    	
315953-3162
    	
 
    	
United Kingdom
    	
 
    	
03816990.0
    	
 
    	
10/29/2003
    	
 
    	
1581236
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/03GB
    	
 
    	
315953-3124
    	
 
    	
United Kingdom
    	
 
    	
06787716.7
    	
 
    	
7/19/2006
    	
 
    	
1909759
    	
 
    	
9/4/2013
    	
 
    
	
INMD-012/05GB
    	
 
    	
315953-3278
    	
 
    	
United Kingdom
    	
 
    	
11159754.8
    	
 
    	
10/29/2003
    	
 
    	
2363114
    	
 
    	
5/20/2015
    	
 
    
	
INMD-015/01GB
    	
 
    	
315953-3299
    	
 
    	
United Kingdom
    	
 
    	
05854704.3
    	
 
    	
12/20/2005
    	
 
    	
1828225
    	
 
    	
3/3/2010
    	
 
    
	
INMD-048/01GB
    	
 
    	
315953-2689
    	
 
    	
United Kingdom
    	
 
    	
04755315.1
    	
 
    	
6/14/2004
    	
 
    	
1646650
    	
 
    	
4/22/2009
    	
 
    
	
INMD-052/00GB
    	
 
    	
315953-2908
    	
 
    	
United Kingdom
    	
 
    	
99955220.1
    	
 
    	
5/28/1999
    	
 
    	
1082133
    	
 
    	
7/14/2004
    	
 
    
	
ELSN-001/02US
    	
 
    	
321893-2001
    	
 
    	
United States
    	
 
    	
12/027,752
    	
 
    	
2/7/2008
    	
 
    	
9,186,322
    	
 
    	
11/17/2015
    	
 
    
	
ELSN-003/02US
    	
 
    	
321893-2003
    	
 
    	
United States
    	
 
    	
12/122,191
    	
 
    	
5/16/2008
    	
 
    	
9,107,824
    	
 
    	
8/18/2015
    	
 
    
	
ELSN-004/03US
    	
 
    	
321893-2051
    	
 
    	
United States
    	
 
    	
10/224,532
    	
 
    	
8/20/2002
    	
 
    	
6,793,912
    	
 
    	
9/21/2004
    	
 
    
	
INMD-004/01US
    	
 
    	
315953-2017
    	
 
    	
United States
    	
 
    	
12/250,412
    	
 
    	
10/13/2008
    	
 
    	
9,114,081
    	
 
    	
8/25/2015
    	
 
    
	
INMD-004/03US
    	
 
    	
315953-2540
    	
 
    	
United States
    	
 
    	
13/480,246
    	
 
    	
5/24/2012
    	
 
    	
9,119,783
    	
 
    	
9/1/2015
    	
 
    
	
INMD-004/04US
    	
 
    	
315953-2775
    	
 
    	
United States
    	
 
    	
13/566,707
    	
 
    	
8/3/2012
    	
 
    	
9,333,214
    	
 
    	
5/10/2016
    	
 
    
	
INMD-012/01US
    	
 
    	
315953-2094
    	
 
    	
United States
    	
 
    	
10/696,389
    	
 
    	
10/29/2003
    	
 
    	
7,544,369
    	
 
    	
6/9/2009
    	
 
    
	
INMD-012/03US
    	
 
    	
315953-2119
    	
 
    	
United States
    	
 
    	
11/185,448
    	
 
    	
7/19/2005
    	
 
    	
7,718,189
    	
 
    	
5/18/2010
    	
 
    
	
INMD-012/04US
    	
 
    	
315953-2174
    	
 
    	
United States
    	
 
    	
11/398,859
    	
 
    	
4/6/2006
    	
 
    	
7,879,351
    	
 
    	
2/1/2011
    	
 
    
	
INMD-012/06US
    	
 
    	
315953-2049
    	
 
    	
United States
    	
 
    	
12/748,756
    	
 
    	
3/29/2010
    	
 
    	
8,802,137
    	
 
    	
8/12/2014
    	
 
    
	
INMD-015/01US
    	
 
    	
315953-2196
    	
 
    	
United States
    	
 
    	
11/311,633
    	
 
    	
12/20/2005
    	
 
    	
7,968,679
    	
 
    	
6/28/2011
    	
 
    


 











 

	
Insmed Allowed Applications / Issued Patents
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Patent No.
    	
 
    	
Issue Date
    	
 
    
	
INMD-018/01US
    	
 
    	
315953-2131
    	
 
    	
United States
    	
 
    	
11/634,343
    	
 
    	
12/5/2006
    	
 
    	
8,226,975
    	
 
    	
7/24/2012
    	
 
    
	
INMD-018/02US
    	
 
    	
315953-2541
    	
 
    	
United States
    	
 
    	
13/527,213
    	
 
    	
6/19/2012
    	
 
    	
8,632,804
    	
 
    	
1/21/2014
    	
 
    
	
INMD-018/03US
    	
 
    	
315953-2774
    	
 
    	
United States
    	
 
    	
13/664,181
    	
 
    	
10/30/2012
    	
 
    	
8,679,532
    	
 
    	
3/25/2014
    	
 
    
	
INMD-018/04US
    	
 
    	
315953-2778
    	
 
    	
United States
    	
 
    	
13/666,420
    	
 
    	
11/1/2012
    	
 
    	
8,642,075
    	
 
    	
2/4/2014
    	
 
    
	
INMD-018/05US
    	
 
    	
315953-2779
    	
 
    	
United States
    	
 
    	
13/675,559
    	
 
    	
11/13/2012
    	
 
    	
8,673,348
    	
 
    	
3/18/2014
    	
 
    
	
INMD-018/06US
    	
 
    	
315953-2780
    	
 
    	
United States
    	
 
    	
13/675,587
    	
 
    	
11/13/2012
    	
 
    	
8,673,349
    	
 
    	
3/18/2014
    	
 
    
	
INMD-018/08US
    	
 
    	
315953-3256
    	
 
    	
United States
    	
 
    	
14/987,508
    	
 
    	
1/4/2016
    	
 
    	
9,402,845
    	
 
    	
8/2/2016
    	
 
    
	
INMD-019/02US
    	
 
    	
315953-2133
    	
 
    	
United States
    	
 
    	
10/130,951
    	
 
    	
11/17/2000
    	
 
    	
7,060,291
    	
 
    	
6/13/2006
    	
 
    
	
INMD-026/02US
    	
 
    	
315953-2228
    	
 
    	
United States
    	
 
    	
08/950,618
    	
 
    	
10/15/1997
    	
 
    	
6,087,325
    	
 
    	
7/11/2000
    	
 
    
	
INMD-026/05US
    	
 
    	
315953-2230
    	
 
    	
United States
    	
 
    	
09/343,650
    	
 
    	
6/29/1999
    	
 
    	
6,339,069
    	
 
    	
1/15/2002
    	
 
    
	
INMD-048/01US
    	
 
    	
315953-3094
    	
 
    	
United States
    	
 
    	
10/866,086
    	
 
    	
6/14/2004
    	
 
    	
7,354,994
    	
 
    	
4/8/2008
    	
 
    
	
INMD-050/02US
    	
 
    	
315953-2058
    	
 
    	
United States
    	
 
    	
10/778,636
    	
 
    	
2/13/2004
    	
 
    	
7,371,813
    	
 
    	
5/13/2008
    	
 
    
	
INMD-052/00US
    	
 
    	
315953-2059
    	
 
    	
United States
    	
 
    	
09/089,062
    	
 
    	
6/1/1998
    	
 
    	
6,436,897
    	
 
    	
8/20/2002
    	
 
    
	
INMD-055/00US
    	
 
    	
315953-2936
    	
 
    	
United States
    	
 
    	
09/326,189
    	
 
    	
6/4/1999
    	
 
    	
6,040,292
    	
 
    	
3/21/2000
    	
 
    
	
INMD-057/01US
    	
 
    	
315953-2949
    	
 
    	
United States
    	
 
    	
09/322,484
    	
 
    	
5/27/1999
    	
 
    	
6,417,330
    	
 
    	
7/9/2002
    	
 
    
	
INMD-092/03US
    	
 
    	
315953-2874
    	
 
    	
United States
    	
 
    	
09/418,861
    	
 
    	
6/1/1998
    	
 
    	
6,518,238
    	
 
    	
2/11/2003
    	
 
    
	
INMD-092/04US
    	
 
    	
315953-3045
    	
 
    	
United States
    	
 
    	
09/123,217
    	
 
    	
7/27/1998
    	
 
    	
6,514,937
    	
 
    	
2/4/2003
    	
 
    
	
INMD-093/01US
    	
 
    	
315953-2884
    	
 
    	
United States
    	
 
    	
09/123,050
    	
 
    	
7/27/1998
    	
 
    	
6,087,090
    	
 
    	
7/11/2000
    	
 
    
	
INMD-120/05US
    	
 
    	
315953-3217
    	
 
    	
United States
    	
 
    	
14/523,538
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/07US
    	
 
    	
315953-3230
    	
 
    	
United States
    	
 
    	
14/641,104
    	
 
    	
3/6/2015
    	
 
    	
9,255,064
    	
 
    	
2/9/2016
    	
 
    


 

	
Insmed Pending Patent Applications
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Publication No.
    	
 
    	
Publication
   Date
    	
 
    
	
INMD-005/03AU
    	
 
    	
315953-3186
    	
 
    	
Australia
    	
 
    	
2014202745
    	
 
    	
10/23/2008
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01AU
    	
 
    	
315953-3202
    	
 
    	
Australia
    	
 
    	
2013266400
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-096/01AU
    	
 
    	
315953-3233
    	
 
    	
Australia
    	
 
    	
2013352259
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01AU
    	
 
    	
315953-3242
    	
 
    	
Australia
    	
 
    	
2013351934
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-119/02AU
    	
 
    	
315953-3319
    	
 
    	
Australia
    	
 
    	
2014290536
    	
 
    	
7/17/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05AU
    	
 
    	
315953-3340
    	
 
    	
Australia
    	
 
    	
2014339866
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02BR
    	
 
    	
315953-2008
    	
 
    	
Brazil
    	
 
    	
PI0920334-6
    	
 
    	
10/13/2009
    	
 
    	
1223097
    	
 
    	
3/1/2016
    	
 
    
	
INMD-012/03BR
    	
 
    	
315953-2101
    	
 
    	
Brazil
    	
 
    	
PI0613865-9
    	
 
    	
7/19/2006
    	
 
    	
PI0613865-9
    	
 
    	
 
    	
 
    
	
INMD-056/01BR
    	
 
    	
315953-3203
    	
 
    	
Brazil
    	
 
    	
1120140290105
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-096/01BR
    	
 
    	
315953-3234
    	
 
    	
Brazil
    	
 
    	
1120150123511
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01BR
    	
 
    	
315953-3243
    	
 
    	
Brazil
    	
 
    	
1120150125476
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05BR
    	
 
    	
315953-3346
    	
 
    	
Brazil
    	
 
    	
1120160092074
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELSN-001/02CA
    	
 
    	
321893-2020
    	
 
    	
Canada
    	
 
    	
2724230
    	
 
    	
2/6/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02CA
    	
 
    	
315953-2037
    	
 
    	
Canada
    	
 
    	
2739954
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-015/02CA
    	
 
    	
315953-3274
    	
 
    	
Canada
    	
 
    	
2899824
    	
 
    	
12/20/2005
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-018/03CA
    	
 
    	
315953-3271
    	
 
    	
Canada
    	
 
    	
2896083
    	
 
    	
12/5/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01CA
    	
 
    	
315953-3204
    	
 
    	
Canada
    	
 
    	
2870860
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    


 












 

	
Insmed Pending Patent Applications
    	
 
    
	
Cooley Docket
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Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Publication No.
    	
 
    	
Publication
   Date
    	
 
    
	
INMD-096/01CA
    	
 
    	
315953-3235
    	
 
    	
Canada
    	
 
    	
2891487
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01CA
    	
 
    	
315953-3244
    	
 
    	
Canada
    	
 
    	
2890219
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-119/02CA
    	
 
    	
315953-3320
    	
 
    	
Canada
    	
 
    	
2917605
    	
 
    	
7/17/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05CA
    	
 
    	
315953-3341
    	
 
    	
Canada
    	
 
    	
2927788
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02CL
    	
 
    	
315953-2009
    	
 
    	
Chile
    	
 
    	
814-2011
    	
 
    	
10/13/2009
    	
 
    	
814-2011
    	
 
    	
 
    	
 
    
	
INMD-004/03CN
    	
 
    	
315953-3219
    	
 
    	
China
    	
 
    	
201410564453.7
    	
 
    	
10/13/2009
    	
 
    	
104523594A
    	
 
    	
4/22/2015
    	
 
    
	
INMD-005/03CN
    	
 
    	
315953-3150
    	
 
    	
China
    	
 
    	
201410050891.1
    	
 
    	
10/23/2008
    	
 
    	
103860469A
    	
 
    	
6/18/2014
    	
 
    
	
INMD-012/04CN
    	
 
    	
315953-3087
    	
 
    	
China
    	
 
    	
201310149581.0
    	
 
    	
7/19/2006
    	
 
    	
103263387
    	
 
    	
8/28/2013
    	
 
    
	
INMD-056/01CN
    	
 
    	
315953-3205
    	
 
    	
China
    	
 
    	
201380030763.4
    	
 
    	
5/21/2013
    	
 
    	
104349783A
    	
 
    	
2/11/2015
    	
 
    
	
INMD-096/01CN
    	
 
    	
315953-3254
    	
 
    	
China
    	
 
    	
201380068974.7
    	
 
    	
11/27/2013
    	
 
    	
104884047A
    	
 
    	
9/2/2015
    	
 
    
	
INMD-117/01CN
    	
 
    	
315953-3245
    	
 
    	
China
    	
 
    	
201380062668.2
    	
 
    	
12/2/2013
    	
 
    	
104822372A
    	
 
    	
8/5/2015
    	
 
    
	
INMD-120/05CN
    	
 
    	
315953-3347
    	
 
    	
China
    	
 
    	
201480070936.X
    	
 
    	
10/24/2014
    	
 
    	
105848479A
    	
 
    	
8/10/2016
    	
 
    
	
INMD-012/03CO
    	
 
    	
315953-2103
    	
 
    	
Colombia
    	
 
    	
08016117
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01CO
    	
 
    	
315953-3206
    	
 
    	
Colombia
    	
 
    	
14-244438
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/03EG
    	
 
    	
315953-2106
    	
 
    	
Egypt
    	
 
    	
PCT84/2008
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05EA
    	
 
    	
315953-3348
    	
 
    	
Eurasian Patent   Organization
    	
 
    	
201690623
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELSN-001/02EP
    	
 
    	
321893-2021
    	
 
    	
European Patent Office
    	
 
    	
09708680.5
    	
 
    	
2/6/2009
    	
 
    	
2252304
    	
 
    	
 
    	
 
    
	
INMD-004/02EP
    	
 
    	
315953-2011
    	
 
    	
European Patent Office
    	
 
    	
09821103.0
    	
 
    	
10/13/2009
    	
 
    	
2349282
    	
 
    	
8/3/2011
    	
 
    
	
INMD-005/02EP
    	
 
    	
315953-2027
    	
 
    	
European Patent Office
    	
 
    	
08840993.3
    	
 
    	
10/23/2008
    	
 
    	
2214645
    	
 
    	
 
    	
 
    
	
INMD-012/06EP
    	
 
    	
315953-3101
    	
 
    	
European Patent Office
    	
 
    	
13175824.5
    	
 
    	
7/19/2006
    	
 
    	
2649988
    	
 
    	
10/16/2013
    	
 
    
	
INMD-012/08EP
    	
 
    	
315953-3199
    	
 
    	
European Patent Office
    	
 
    	
14183066.1
    	
 
    	
10/29/2003
    	
 
    	
2823820
    	
 
    	
1/14/2015
    	
 
    
	
INMD-018/02EP
    	
 
    	
315953-3332
    	
 
    	
European Patent Office
    	
 
    	
16156100.6
    	
 
    	
12/5/2006
    	
 
    	
3067047
    	
 
    	
9/14/2016
    	
 
    
	
INMD-018/03EP
    	
 
    	
315953-3333
    	
 
    	
European Patent Office
    	
 
    	
16156099.0
    	
 
    	
12/5/2006
    	
 
    	
3067046
    	
 
    	
9/14/2016
    	
 
    
	
INMD-047/01EP
    	
 
    	
315953-2363
    	
 
    	
European Patent Office
    	
 
    	
07754936.8
    	
 
    	
4/4/2007
    	
 
    	
2012750
    	
 
    	
 
    	
 
    
	
INMD-056/01EP
    	
 
    	
315953-3207
    	
 
    	
European Patent Office
    	
 
    	
13793204.2
    	
 
    	
5/21/2013
    	
 
    	
2852391
    	
 
    	
4/1/2015
    	
 
    
	
INMD-096/01EP
    	
 
    	
315953-3236
    	
 
    	
European Patent Office
    	
 
    	
13858844.7
    	
 
    	
11/27/2013
    	
 
    	
2925298
    	
 
    	
10/7/2015
    	
 
    
	
INMD-117/01EP
    	
 
    	
315953-3246
    	
 
    	
European Patent Office
    	
 
    	
13859435.3
    	
 
    	
12/2/2013
    	
 
    	
2925303
    	
 
    	
10/7/2015
    	
 
    
	
INMD-119/02EP
    	
 
    	
315953-3321
    	
 
    	
European Patent Office
    	
 
    	
14827034.1
    	
 
    	
7/17/2014
    	
 
    	
3021920
    	
 
    	
5/25/2016
    	
 
    
	
INMD-120/05EP
    	
 
    	
315953-3342
    	
 
    	
European Patent Office
    	
 
    	
14855785.3
    	
 
    	
10/24/2014
    	
 
    	
3060041
    	
 
    	
8/31/2016
    	
 
    
	
ELSN-001/02HK
    	
 
    	
321893-2010
    	
 
    	
Hong Kong
    	
 
    	
11105186.0
    	
 
    	
2/6/2009
    	
 
    	
1150979
    	
 
    	
1/20/2012
    	
 
    
	
INMD-004/02HK
    	
 
    	
315953-2015
    	
 
    	
Hong Kong
    	
 
    	
12101079.8
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/04HK
    	
 
    	
315953-3108
    	
 
    	
Hong Kong
    	
 
    	
13112330.9
    	
 
    	
7/19/2006
    	
 
    	
1184711A
    	
 
    	
1/30/2014
    	
 
    
	
INMD-012/06HK
    	
 
    	
315953-3183
    	
 
    	
Hong Kong
    	
 
    	
14103632.2
    	
 
    	
7/19/2006
    	
 
    	
1190338A
    	
 
    	
7/4/2014
    	
 
    
	
INMD-012/08HK
    	
 
    	
315953-3224
    	
 
    	
Hong Kong
    	
 
    	
15102375.4
    	
 
    	
10/29/2003
    	
 
    	
1201749A
    	
 
    	
9/11/2015
    	
 
    
	
INMD-056/01HK
    	
 
    	
315953-3227
    	
 
    	
Hong Kong
    	
 
    	
15103492.0
    	
 
    	
5/21/2013
    	
 
    	
1202812A
    	
 
    	
10/9/2015
    	
 
    
	
INMD-096/01HK
    	
 
    	
315953-3339
    	
 
    	
Hong Kong
    	
 
    	
16103947.0
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01HK
    	
 
    	
315953-3345
    	
 
    	
Hong Kong
    	
 
    	
16103948.9
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-005/02IN
    	
 
    	
315953-2072
    	
 
    	
India
    	
 
    	
3616/DELNP/2010
    	
 
    	
10/23/2008
    	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

	
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INMD-012/03IN
    	
 
    	
315953-2109
    	
 
    	
India
    	
 
    	
353/DELNP/2008
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
8/8/2008
    	
 
    
	
INMD-012/04IN
    	
 
    	
315953-3196
    	
 
    	
India
    	
 
    	
6406/DELNP/2014
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01IN
    	
 
    	
315953-3209
    	
 
    	
India
    	
 
    	
9003/DELNP/2014
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02ID
    	
 
    	
315953-2038
    	
 
    	
Indonesia
    	
 
    	
W00201101412
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/03ID
    	
 
    	
315953-3191
    	
 
    	
Indonesia
    	
 
    	
P00201406127
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02IL
    	
 
    	
315953-2039
    	
 
    	
Israel
    	
 
    	
212268
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/04IL
    	
 
    	
315953-2016
    	
 
    	
Israel
    	
 
    	
216401
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/05IL
    	
 
    	
315953-3221
    	
 
    	
Israel
    	
 
    	
236190
    	
 
    	
10/29/2003
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/06IL
    	
 
    	
315953-3370
    	
 
    	
Israel
    	
 
    	
246026
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01IL
    	
 
    	
315953-3208
    	
 
    	
Israel
    	
 
    	
234898
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01IL
    	
 
    	
315953-3247
    	
 
    	
Israel
    	
 
    	
238984
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05IL
    	
 
    	
315953-3349
    	
 
    	
Israel
    	
 
    	
245184
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/03JP
    	
 
    	
315953-3182
    	
 
    	
Japan
    	
 
    	
2014-75240
    	
 
    	
10/13/2009
    	
 
    	
2014-122249
    	
 
    	
7/3/2014
    	
 
    
	
INMD-005/04JP
    	
 
    	
315953-3354
    	
 
    	
Japan
    	
 
    	
2016-82745
    	
 
    	
10/23/2008
    	
 
    	
2016-130262
    	
 
    	
7/21/2016
    	
 
    
	
INMD-012/09JP
    	
 
    	
315953-3220
    	
 
    	
Japan
    	
 
    	
2014-222230
    	
 
    	
10/29/2003
    	
 
    	
2015-25016
    	
 
    	
2/5/2015
    	
 
    
	
INMD-012/10JP
    	
 
    	
315953-3326
    	
 
    	
Japan
    	
 
    	
2016-003289
    	
 
    	
7/19/2006
    	
 
    	
2016-56194
    	
 
    	
4/21/2016
    	
 
    
	
INMD-012/11JP
    	
 
    	
315953-3336
    	
 
    	
Japan
    	
 
    	
2016-29641
    	
 
    	
10/29/2003
    	
 
    	
2016-104807
    	
 
    	
6/9/2016
    	
 
    
	
INMD-012/12JP
    	
 
    	
315953-3359
    	
 
    	
Japan
    	
 
    	
2016-105882
    	
 
    	
4/3/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-047/03JP
    	
 
    	
315953-3197
    	
 
    	
Japan
    	
 
    	
2014-165736
    	
 
    	
4/4/2007
    	
 
    	
2014-210819
    	
 
    	
11/13/2014
    	
 
    
	
INMD-056/01JP
    	
 
    	
315953-3210
    	
 
    	
Japan
    	
 
    	
2015-514136
    	
 
    	
5/21/2013
    	
 
    	
2015-517576
    	
 
    	
 
    	
 
    
	
INMD-096/01JP
    	
 
    	
315953-3237
    	
 
    	
Japan
    	
 
    	
2015-545418
    	
 
    	
11/27/2013
    	
 
    	
2016-505545
    	
 
    	
2/25/2016
    	
 
    
	
INMD-117/01JP
    	
 
    	
315953-3248
    	
 
    	
Japan
    	
 
    	
2015-545499
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
4/17/2015
    	
 
    
	
INMD-119/02JP
    	
 
    	
315953-3322
    	
 
    	
Japan
    	
 
    	
2016-527100
    	
 
    	
7/17/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05JP
    	
 
    	
315953-3350
    	
 
    	
Japan
    	
 
    	
2016-525531
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/03KS
    	
 
    	
315953-2112
    	
 
    	
Kosovo
    	
 
    	
861
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02MX
    	
 
    	
315953-2013
    	
 
    	
Mexico
    	
 
    	
MX/a/2011/003760
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-005/03MX
    	
 
    	
315953-3270
    	
 
    	
Mexico
    	
 
    	
MX/a/2015/008005
    	
 
    	
10/23/2008
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-005/04MX
    	
 
    	
315953-3311
    	
 
    	
Mexico
    	
 
    	
MX/a/2015/015702
    	
 
    	
10/23/2008
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/05MX
    	
 
    	
315953-3143
    	
 
    	
Mexico
    	
 
    	
2013-013982
    	
 
    	
10/29/2003
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01MX
    	
 
    	
315953-3212
    	
 
    	
Mexico
    	
 
    	
MX/a/2014/014219
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-096/01MX
    	
 
    	
315953-3238
    	
 
    	
Mexico
    	
 
    	
MX/a/2015/006681
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05MX
    	
 
    	
315953-3352
    	
 
    	
Mexico
    	
 
    	
MX/a/2016/005293
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01NZ
    	
 
    	
315953-3213
    	
 
    	
New Zealand
    	
 
    	
700983
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/02NZ
    	
 
    	
315953-3356
    	
 
    	
New Zealand
    	
 
    	
719739
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-096/01NZ
    	
 
    	
315953-3239
    	
 
    	
New Zealand
    	
 
    	
708082
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-117/01NZ
    	
 
    	
315953-3250
    	
 
    	
New Zealand
    	
 
    	
707551
    	
 
    	
12/2/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/05NZ
    	
 
    	
315953-3343
    	
 
    	
New Zealand
    	
 
    	
719297
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/03NI
    	
 
    	
315953-2115
    	
 
    	
Nicaragua
    	
 
    	
2008-000019
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-122/04WO
    	
 
    	
315953-3255
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2015/031079
    	
 
    	
5/15/2015
    	
 
    	
WO 2015/175939
    	
 
    	
11/19/2015
    	
 
    
	
INMD-123/02WO
    	
 
    	
315953-3358
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2016/044542
    	
 
    	
7/28/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

	
Insmed Pending Patent Applications
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Publication No.
    	
 
    	
Publication
   Date
    	
 
    
	
INMD-124/01WO
    	
 
    	
315953-3367
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2016/043940
    	
 
    	
7/25/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-125/01WO
    	
 
    	
315953-3361
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2016/041776
    	
 
    	
7/11/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-127/01WO
    	
 
    	
315953-3315
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2015/061427
    	
 
    	
11/18/2015
    	
 
    	
WO 2016/081658
    	
 
    	
5/26/2016
    	
 
    
	
INMD-128/01WO
    	
 
    	
315953-3317
    	
 
    	
Patent Cooperation   Treaty
    	
 
    	
PCT/US2016/030049
    	
 
    	
4/29/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02PH
    	
 
    	
315953-2043
    	
 
    	
Philippines
    	
 
    	
1-2011-500726
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/02KR
    	
 
    	
315953-2041
    	
 
    	
Republic of Korea
    	
 
    	
10-2011-7008430
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-056/01KR
    	
 
    	
315953-3211
    	
 
    	
Republic of Korea
    	
 
    	
10-2014-7035838
    	
 
    	
5/21/2013
    	
 
    	
10-2015-0020224
    	
 
    	
2/25/2015
    	
 
    
	
INMD-117/01KR
    	
 
    	
315953-3249
    	
 
    	
Republic of Korea
    	
 
    	
10-2015-7017536
    	
 
    	
12/2/2013
    	
 
    	
10-2015-0089087
    	
 
    	
8/4/2015
    	
 
    
	
INMD-120/05KR
    	
 
    	
315953-3351
    	
 
    	
Republic of Korea
    	
 
    	
10-2016-7013749
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
6/28/2016
    	
 
    
	
INMD-056/01RU
    	
 
    	
315953-3214
    	
 
    	
Russian Federation
    	
 
    	
2014151554
    	
 
    	
5/21/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-096/01RU
    	
 
    	
315953-3240
    	
 
    	
Russian Federation
    	
 
    	
2015125293
    	
 
    	
11/27/2013
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-012/03RS
    	
 
    	
315953-2117
    	
 
    	
Serbia
    	
 
    	
P-19/2008
    	
 
    	
7/19/2006
    	
 
    	
 
    	
 
    	
7/15/2009
    	
 
    
	
INMD-004/02SG
    	
 
    	
315953-2006
    	
 
    	
Singapore
    	
 
    	
201102419-7
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-004/03UA
    	
 
    	
315953-3176
    	
 
    	
Ukraine
    	
 
    	
a201401583
    	
 
    	
10/13/2009
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELSN-003/03US
    	
 
    	
321893-2063
    	
 
    	
United States
    	
 
    	
14/796,920
    	
 
    	
7/10/2015
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-003/02US
    	
 
    	
315953-3149
    	
 
    	
United States
    	
 
    	
14/198,724
    	
 
    	
3/6/2014
    	
 
    	
2014-0248335
    	
 
    	
9/4/2014
    	
 
    
	
INMD-004/05US
    	
 
    	
315953-3272
    	
 
    	
United States
    	
 
    	
14/809,127
    	
 
    	
7/24/2015
    	
 
    	
 
    	
 
    	
5/26/2016
    	
 
    
	
INMD-004/06US
    	
 
    	
315953-3273
    	
 
    	
United States
    	
 
    	
14/809,128
    	
 
    	
7/24/2015
    	
 
    	
 
    	
 
    	
6/2/2016
    	
 
    
	
INMD-005/02US
    	
 
    	
315953-2018
    	
 
    	
United States
    	
 
    	
12/256,692
    	
 
    	
10/23/2008
    	
 
    	
2009-0104257
    	
 
    	
4/23/2009
    	
 
    
	
INMD-012/05US
    	
 
    	
315953-2005
    	
 
    	
United States
    	
 
    	
12/424,177
    	
 
    	
4/15/2009
    	
 
    	
2010-0068257
    	
 
    	
3/18/2010
    	
 
    
	
INMD-012/07US
    	
 
    	
315953-2176
    	
 
    	
United States
    	
 
    	
12/983,659
    	
 
    	
1/3/2011
    	
 
    	
2011-0159079
    	
 
    	
6/30/2011
    	
 
    
	
INMD-012/08US
    	
 
    	
315953-3192
    	
 
    	
United States
    	
 
    	
14/319,018
    	
 
    	
6/30/2014
    	
 
    	
2014-0314835
    	
 
    	
10/23/2014
    	
 
    
	
INMD-012/09US
    	
 
    	
315953-3337
    	
 
    	
United States
    	
 
    	
15/093,180
    	
 
    	
4/7/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-018/07US
    	
 
    	
315953-3109
    	
 
    	
United States
    	
 
    	
14/080,922
    	
 
    	
11/15/2013
    	
 
    	
2014-0072620
    	
 
    	
3/13/2014
    	
 
    
	
INMD-018/09US
    	
 
    	
315953-3334
    	
 
    	
United States
    	
 
    	
15/066,346
    	
 
    	
3/10/2016
    	
 
    	
2016-0184301
    	
 
    	
6/30/2016
    	
 
    
	
INMD-018/10US
    	
 
    	
315953-3335
    	
 
    	
United States
    	
 
    	
15/066,360
    	
 
    	
3/10/2016
    	
 
    	
2016-0184302
    	
 
    	
6/30/2016
    	
 
    
	
INMD-018/11US
    	
 
    	
315953-3362
    	
 
    	
United States
    	
 
    	
15/205,918
    	
 
    	
7/8/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-018/12US
    	
 
    	
315953-3363
    	
 
    	
United States
    	
 
    	
15/205,925
    	
 
    	
7/8/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-018/13US
    	
 
    	
315953-3369
    	
 
    	
United States
    	
 
    	
15/241,439
    	
 
    	
8/19/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-047/01US
    	
 
    	
315953-2025
    	
 
    	
United States
    	
 
    	
11/696,343
    	
 
    	
4/4/2007
    	
 
    	
2008-0089927
    	
 
    	
4/17/2008
    	
 
    
	
INMD-056/01US
    	
 
    	
315953-3084
    	
 
    	
United States
    	
 
    	
13/899,457
    	
 
    	
5/21/2013
    	
 
    	
2013-0330400
    	
 
    	
12/12/2013
    	
 
    
	
INMD-096/01US
    	
 
    	
315953-3241
    	
 
    	
United States
    	
 
    	
14/648,203
    	
 
    	
11/27/2013
    	
 
    	
2015-0314002
    	
 
    	
11/5/2015
    	
 
    
	
INMD-117/01US
    	
 
    	
315953-3251
    	
 
    	
United States
    	
 
    	
14/648,632
    	
 
    	
12/2/2013
    	
 
    	
2015-0328232
    	
 
    	
11/19/2015
    	
 
    
	
INMD-119/02US
    	
 
    	
315953-3193
    	
 
    	
United States
    	
 
    	
14/334,121
    	
 
    	
7/17/2014
    	
 
    	
2015-0020802
    	
 
    	
1/22/2015
    	
 
    
	
INMD-119/03US
    	
 
    	
315953-3323
    	
 
    	
United States
    	
 
    	
14/905,274
    	
 
    	
7/17/2014
    	
 
    	
2016-0175553
    	
 
    	
6/23/2016
    	
 
    
	
INMD-120/06US
    	
 
    	
315953-3344
    	
 
    	
United States
    	
 
    	
15/031,604
    	
 
    	
10/24/2014
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-120/09US
    	
 
    	
315953-3313
    	
 
    	
United States
    	
 
    	
15/154,631
    	
 
    	
5/13/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-122/04US
    	
 
    	
315953-3257
    	
 
    	
United States
    	
 
    	
14/713,926
    	
 
    	
5/15/2015
    	
 
    	
2015-0328244
    	
 
    	
11/19/2015
    	
 
    


 











 

	
Insmed Pending Patent Applications
    	
 
    
	
Cooley Docket
   No.
    	
 
    	
Client-Matter
    	
 
    	
Country
    	
 
    	
Application No.
    	
 
    	
Application
   Date
    	
 
    	
Publication No.
    	
 
    	
Publication
   Date
    	
 
    
	
INMD-123/01US
    	
 
    	
315953-3329
    	
 
    	
United States
    	
 
    	
62/293,121
    	
 
    	
2/9/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-124/01US
    	
 
    	
315953-3366
    	
 
    	
United States
    	
 
    	
15/219,219
    	
 
    	
7/25/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-126/00US
    	
 
    	
315953-3318
    	
 
    	
United States
    	
 
    	
62/256,851
    	
 
    	
11/18/2015
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-128/01US
    	
 
    	
315953-3316
    	
 
    	
United States
    	
 
    	
15/142,569
    	
 
    	
4/29/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-130/00US
    	
 
    	
315953-3360
    	
 
    	
United States
    	
 
    	
62/354,234
    	
 
    	
6/24/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INMD-131/00US
    	
 
    	
315953-3368
    	
 
    	
United States
    	
 
    	
62/368,400
    	
 
    	
7/29/2016
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELSN-001/03US
    	
 
    	
321893-2064
    	
 
    	
United States of   America
    	
 
    	
14/881,011
    	
 
    	
10/12/2015
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Trademarks

 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
United   States
    	
 
    	
Registration   No.

3938202
    	
 
    	
Filed   1/31/07

Registered   3/29/11 

First   Use: 2/09
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
United   States
    	
 
    	
Application   No. 

85972453
    	
 
    	
Filed   6/28/13 (on the basis of intended use) 

Notice   of Allowance issued 12/3/13
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
United   States
    	
 
    	
Application   No. 

85972458
    	
 
    	
Filed   6/28/13 (on the basis of intended use) 

Notice   of Allowance issued 12/3/13
    
	
INSMED   

Insmed, Inc.
    	
 
    	
United   States
    	
 
    	
Application   No. 

86/103,118
    	
 
    	
Filed   10/28/13 (on the basis of intended use) 

Notice   of Allowance issued 5/20/14
    
	
INSMED   

Insmed, Inc.
    	
 
    	
United   States
    	
 
    	
Application   No. 

85930667
    	
 
    	
Filed   5/13/13 (on the basis of intended use) 

Notice   of Allowance issued 12/3/13
    
	
IPLEX   

Insmed, Inc.
    	
 
    	
United   States
    	
 
    	
Registration   No. 

4045902
    	
 
    	
Filed   8/18/09 

Registered   10/25/11 

First   Use: 5/06
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
 

Lungs   design 

Insmed   Incorporated
    	
 
    	
United   States
    	
 
    	
Application   No. 

86444498
    	
 
    	
Filed   11/4/14 (intent-to-use) 

Notice   of Allowance issued 6/2/15
    
	
 

Lungs   design 

Insmed   Incorporated
    	
 
    	
Argentina
    	
 
    	
Application   No. 

3406997
    	
 
    	
Filed   5/4/15 (based on US App. No. 86444498) 

Published   1/13/16 for 30 day opposition period and not opposed
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

2702779
    	
 
    	
Filed   1/8/14 

Registered   12/30/14
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

2590819
    	
 
    	
Filed   4/23/12 

Registered   9/6/13
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

590820
    	
 
    	
Filed   4/23/12 

Registered   9/6/13
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

2.709.607
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Registered   2/9/15
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

2.714.357
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Registered   3/18/15
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
Argentina
    	
 
    	
Registration   No. 

2.714.358
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Registered   3/18/15
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
 

Lungs   design 

Insmed   Incorporated
    	
 
    	
Brazil
    	
 
    	
Application   No. 

909328366
    	
 
    	
Filed   5/4/15 (based on US App. No. 86444498) 

Published   6/5/15
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Brazil
    	
 
    	
Application   No. 

840758324
    	
 
    	
Filed   1/7/14 

Published   4/29/14
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
Brazil
    	
 
    	
Application   No. 

840753381
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Published   4/29/14
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
Brazil
    	
 
    	
Application   No. 

840753365
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Published   4/29/14
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
Brazil
    	
 
    	
Application   No. 

840123612
    	
 
    	
Filed   5/11/12 

Registration   fee paid
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Brazil
    	
 
    	
Registration   No. 

840131356
    	
 
    	
Filed   5/18/12

Registered   6/23/15
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No. 

1184673
    	
 
    	
Registered   11/13/13 

Statement   of Grant of Protection issued 3/20/14
    
	
INSMED

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No. 

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 10/22/14
    


 












 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 6/9/14
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 6/9/14
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 5/29/14
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

919298
    	
 
    	
Registered   3/9/07

Statement   of Grant of Protection issued 12/20/07
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 11/28/12
    
	


Lungs   design

Insmed, Inc.
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498)

Statement   of Grant of Protection issued 12/9/15
    
	
VONCERA

Insmed   Incorporated
    	
 
    	
Australia
    	
 
    	
IR   Reg. No.

1121781
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 12/10/12
    
	


Lungs   design

Insmed   Incorporated
    	
 
    	
Canada
    	
 
    	
Application   No.

1726512
    	
 
    	
Filed   5/1/15 (based on US App. No. 86444498)

Office   action response filed 3/18/16 and accepted
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
Canada
    	
 
    	
Application   No.

1657970
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date)

Notice   of Allowance issued 1/23/15
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
Canada
    	
 
    	
Application   No.

1657971
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date)

Notice   of Allowance issued 1/23/15
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
Canada
    	
 
    	
Application   No. 

1543553
    	
 
    	
Filed   9/7/11 (on the basis of intended use);

Notice   of Allowance issued 9/21/12
    
	
INSMED

Insmed, Inc.
    	
 
    	
Canada
    	
 
    	
Application   No. 

1674571
    	
 
    	
Filed   4/28/14 (on the basis of intended use and the

priority   of US App. No. 86/103,118)

Notice   of Allowance issued 1/9/15
    
	
INSMED

Insmed, Inc.
    	
 
    	
Canada
    	
 
    	
Application   No. 

1651732
    	
 
    	
Filed   11/12/13

Notice   of Allowance 5/22/15
    
	
INSMED

Insmed, Inc.
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)

Statement   of Grant of Protection issued 8/20/14
    
	
INSMED

Insmed, Inc.
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118

Statement   of Grant of Protection issued 1/21/15
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
China
    	
 
    	
IR   Reg. No.

 919298
    	
 
    	
Registered   3/9/07

Statement   of Grant of Protection issued 7/1/15
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 2/27/14
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 11/13/14
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 11/26/14
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 4/24/13
    
	
VONCERA

Insmed   Incorporated
    	
 
    	
China
    	
 
    	
IR   Reg. No.

1121781
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 4/24/13
    
	


Lungs   design

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498)

Advertised   — deadline to oppose 3/26/16
    
	
INSMED

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)

Statement   of Grant of Protection issued 10/30/14
    
	
INSMED

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 4/14/15
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/7/15
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/7/15
    
	
NTM

Insmed   Incorporated
    	
 
    	
European   Union
    	
 
    	
Application   No.

15538267
    	
 
    	
Filed   6/15/16
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No. 1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 12/30/14
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

919298
    	
 
    	
Registered   3/9/07

Statement   of Grant of Protection issued 4/24/08
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 6/7/13
    
	
VONCERA

Insmed   Incorporated
    	
 
    	
European   Union
    	
 
    	
IR   Reg. No.

1121781
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 6/7/13
    
	
NTM   IM DIALOG

Insmed   Incorporated
    	
 
    	
Germany
    	
 
    	
Application   No.

30   2016 017 991.7
    	
 
    	
Filed   6/21/16
    
	
INSMED

Insmed, Inc.
    	
 
    	
India
    	
 
    	
IR   Reg. No. 1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)
    
	
INSMED

Insmed, Inc.
    	
 
    	
India
    	
 
    	
IR   Reg. No.

1205306
    	
 
    	
Filed   4/28/14 (based on U.S. Appl. No. 86103118 

Late   refusal issued - Argument for Registered status 

filed   10/15/15
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
India
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Response   to refusal filed 10/16/15
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
India
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date)

Response   to refusal filed 10/16/15
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
India
    	
 
    	
Registration   No. 2320390
    	
 
    	
Filed   4/23/12

Registered   9/22/14
    
	
VONCERA   Insmed Incorporated
    	
 
    	
India
    	
 
    	
Registration   No.

2320391
    	
 
    	
Filed   4/23/12

Registered   9/22/14
    
	


Lungs   design

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498)
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
International   Register
    	
 
    	
Registration   No.

919298
    	
 
    	
Registered   3/9/07 (based on US App. No. 77095378)
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)
    
	
INSMED

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1184673
    	
 
    	
Registered   11/13/13 (claiming of 6/28/13 priority date)
    
	
INSMED

Insmed, Inc.
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1205306
    	
 
    	
Filed   4/28/14 (based on U.S. Appl. No. 86103118
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1121695
    	
 
    	
Registered   4/24/12
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
International   Register
    	
 
    	
Registration   No.

1121781
    	
 
    	
Registered   4/24/12
    
	


Lungs   design

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No.

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498) 

Statement   of Grant of Protection issued 11/26/15
    
	
INSMED

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No.

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 7/15/14
    
	
INSMED

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No.

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 11/20/14
    
	
ARIKAYCE

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No. 

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 11/20/14
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No. 

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 9/4/14
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
Japan
    	
 
    	
IR   Reg. No. 

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 9/8/14
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
Japan
    	
 
    	
IR   Reg. No.

919298
    	
 
    	
Registered   3/9/07

Statement   of Grant of Protection issued 3/6/08
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
Japan
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 2/5/13
    
	
VONCERA

Insmed   Incorporated
    	
 
    	
Japan
    	
 
    	
IR   Reg. No. 

1121781
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 2/5/13
    
	
ARIKACE
    Insmed Incorporated
    	
 
    	
Macedonia
    	
 
    	
IR   Reg. No. 

919298
    	
 
    	
Registered   3/9/07

Statement   of Grant of Protection issued 6/7/12
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
Macedonia
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 8/2/12
    
	
VONCERA
    Insmed Incorporated
    	
 
    	
Macedonia
    	
 
    	
IR   Reg. No.

1121781
    	
 
    	
Registered   4/24/12

Statement   of Grant of Protection issued 8/2/12
    
	
ARIKAYCE
    Insmed, Inc.
    	
 
    	
Mexico
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 2/17/15
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
Mexico
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 2/17/15
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
Mexico
    	
 
    	
IR   Reg. No.

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 2/11/15
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
Mexico
    	
 
    	
Registration   No. 1325228
    	
 
    	
Filed   6/18/12 

Registered   10/30/12
    
	
LONSPIRA   Insmed Incorporated
    	
 
    	
Mexico
    	
 
    	
Registration   No.

1325229
    	
 
    	
Filed   6/18/12 

Registered   10/30/12
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	


Lungs   design

Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498)

Statement   of Grant of Protection issued 1/22/16
    
	
INSMED

Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 7/23/14
    
	
INSMED

Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 1/28/15
    
	
ARIKAYCE
    Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 9/26/14
    
	
ARYKAYCE

Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/20/15
    
	
RIKACIA

Insmed, Inc.
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 9/26/14
    
	
ARIKACE

Insmed   Incorporated
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

919298
    	
 
    	
Registered   3/9/07 

Statement   of Grant of Protection issued 2/1/13
    
	
LONSPIRA

Insmed   Incorporated
    	
 
    	
Norway
    	
 
    	
IR   Reg. No.

1121695
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 3/13/13
    


 












 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 11/20/14
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 6/18/15
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No.

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/26/15
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/29/15
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 1/8/15
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No.

919298
    	
 
    	
Registered   3/9/07 

Statement   of Grant of Protection issued 3/20/13
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1121695
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/6/13
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Russian   Federation
    	
 
    	
IR   Reg. No. 

1121781
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/6/13
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
Serbia
    	
 
    	
IR   Reg. No.  

919298
    	
 
    	
Registered   3/9/07 

Statement   of Grant of Protection issued 6/7/12
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
Serbia
    	
 
    	
IR   Reg. No. 

1121695
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/13/13
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Serbia
    	
 
    	
IR   Reg. No. 

1121781
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/13/13
    
	
 

Lungs   design 

Insmed   Incorporated
    	
 
    	
South   Africa
    	
 
    	
Application   No. 

2015/11432
    	
 
    	
Filed   5/4/15 (based on US App. No. 86444498)
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
South   Africa
    	
 
    	
Application   No. 

2014/00184
    	
 
    	
Filed   1/6/14 (claiming of 6/28/13 priority date) 

Approved   for publication
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2014/00185
    	
 
    	
Filed   1/6/14(claiming of 6/28/13 priority date) 

Registered   11/27/15
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2014/00183
    	
 
    	
Filed   1/6/14 (claiming of 6/28/13 priority date) 

Registered   8/27/15
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2012/10959
    	
 
    	
Filed   4/26/12 Registered 1/6/14
    
	
INSMED   

Insmed, Inc.
    	
 
    	
South   Africa
    	
 
    	
Application   No. 

2014/10808
    	
 
    	
Filed   4/29/14 (on the basis of intended use and the priority of US App.   No. 86/103,118) Office action response filed 8/12/15
    
	
INSMED   

Insmed, Inc.
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2013/31724
    	
 
    	
Filed   11/13/13 Registered 6/24/15
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2012/10961
    	
 
    	
Filed   4/26/12 

Registered   1/6/14
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
South   Africa
    	
 
    	
Registration   No. 

2012/10963
    	
 
    	
Filed   4/26/12 

Registered   1/6/14
    
	


 Lungs design 

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1252822
    	
 
    	
Registered   5/1/15 (based on US App. No. 86444498) 

Statement   of Grant of Protection issued 1/18/16
    
	
INSMED   

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 6/13/13
    
	
INSMED   

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1205306
    	
 
    	
Registered   4/28/14 (based on U.S. Appl. No. 86103118 

Statement   of Grant of Protection issued 3/2/15
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 4/27/15
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 4/9/15
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 10/27/14
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

919298
    	
 
    	
Registered   3/9/07 

Statement   of Grant of Protection issued 5/6/08
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1121695
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/20/13
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
South   Korea
    	
 
    	
IR   Reg. No. 

1121781
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 6/20/13
    
	
ARIKAYCE   

Insmed, Inc.
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1193205
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date)
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1184673
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Provisional   refusal issued 1/6/15; Response filed 7/10/15; Appeal filed 1/12/16
    
	
INSMED   

Insmed, Inc.
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1205306
    	
 
    	
Filed   4/28/14 (based on U.S. Appl. No. 86103118 

Provisional   refusal issued 6/2/15; Response filed 

9/12/15
    
	
ARYKAYCE   

Insmed, Inc.
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1193361
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 3/26/15
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1192975
    	
 
    	
Registered   12/27/13 (claiming of 6/28/13 priority date) 

Statement   of Grant of Protection issued 3/26/15
    
	
ARIKACE   

Insmed   Incorporated
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

919298
    	
 
    	
Registered   3/9/07 

Statement   of Grant of Protection issued 6/18/13
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1121695
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 8/9/13
    


 











 

	
MARK
   Owner
    	
 
    	
COUNTRY
    	
 
    	
APPLICATION/
   REGISTRATION
   NO.
    	
 
    	
HISTORY & CURRENT STATUS
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Switzerland
    	
 
    	
IR   Reg. No. 

1121781
    	
 
    	
Registered   4/24/12 

Statement   of Grant of Protection issued 8/9/13
    
	
LONSPIRA   

Insmed   Incorporated
    	
 
    	
Canada
    	
 
    	
Application   No. 

1576212
    	
 
    	
Filed   4/23/12 (on the basis of intended use and the priority of US App.   No. 85604091) 

Notice   of Allowance 2/28/14
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Canada
    	
 
    	
Application   No. 

1576211
    	
 
    	
Filed   4/23/12 (on the basis of intended use and the priority of US App.   No. 85604083)
    
	
RIKACIA   

Insmed, Inc.
    	
 
    	
Canada
    	
 
    	
Application   No. 

1657972
    	
 
    	
Filed   12/27/13 (claiming of 6/28/13 priority date) 

Notice   of Allowance issued 7/24/15
    
	
VONCERA   

Insmed   Incorporated
    	
 
    	
Mexico
    	
 
    	
Application   No. 

1283698
    	
 
    	
Filed   6/18/12
    


 

Copyrights - None

 











 

EXHIBIT E

 

BORROWERS’ DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS

 

	
 
    	
 
    	
 
    	
 
    	
Depository
   AC #
    	
 
    	
Financial
   Institution
    	
 
    	
Account Type
   (Depository /
   Securities)
    	
 
    	
Last Month
   Ending Account
   Balance
    	
 
    	
Purpose of
   Account
    
	
BORROWER Name/Address:
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
INSMED INCORPORATED
    	
 
    	
1
    	
 
    	
3810-3271-7310
    	
 
    	
Bank of America
    	
 
    	
Checking
    	
 
    	
$0
    	
 
    	
Clearing
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2
    	
 
    	
3810-3271-7307
    	
 
    	
Bank of America
    	
 
    	
Operating
    	
 
    	
$14,143,680.47
    	
 
    	
Operating
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3
    	
 
    	
5S8-01A38-1-6 MSS
    	
 
    	
Bank of America/ML
    	
 
    	
Securities
    	
 
    	
$193,723,325.89
    	
 
    	
Investment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4
    	
 
    	
80-2633-6668
    	
 
    	
PNC
    	
 
    	
 
    	
 
    	
$0
    	
 
    	
New Equity (replacing JPM)
    
	
 
    	
 
    	
5
    	
 
    	
TBD
    	
 
    	
PNC
    	
 
    	
Securities
    	
 
    	
$0
    	
 
    	
In Process of Opening
    
	
 
    	
 
    	
6
    	
 
    	
753748672 and 753748953
    	
 
    	
JP Morgan
    	
 
    	
Operating and Checking
    	
 
    	
Closed
    	
 
    	
Closed
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7
    	
 
    	
423104
    	
 
    	
Bank of America/ML
    	
 
    	
CERTIFICATE OF DEPOSIT
    	
 
    	
$456,630.64
    	
 
    	
LOAN COLLATERAL 2
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BORROWER SUSIDIARY / AFFILIATE   COMPANY Name/Address
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1
    	
 
    	
56284014
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
€28,537.74
    	
 
    	
INSMED HOLDINGS LIMITED / Ireland
    
	
 
    	
 
    	
2
    	
 
    	
56284022
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
$892.42
    	
 
    	
INSMED HOLDINGS LIMITED / Ireland
    
	
 
    	
 
    	
3
    	
 
    	
56285012
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
€785.38
    	
 
    	
INSMED IRELAND LIMITED
    
	
 
    	
 
    	
4
    	
 
    	
56285020
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
$718,272.13
    	
 
    	
INSMED IRELAND LIMITED
    
	
 
    	
 
    	
5
    	
 
    	
32660018
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
€420,201.06
    	
 
    	
INSMED FRANCE SAS
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
6
    	
 
    	
20449011
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
€563,476.99
    	
 
    	
INSMED GMBH / Germany
    
														


 











 

	
 
    	
 
    	
 
    	
 
    	
Depository
   AC #
    	
 
    	
Financial
   Institution
    	
 
    	
Account Type
   (Depository /
   Securities)
    	
 
    	
Last Month
   Ending Account
   Balance
    	
 
    	
Purpose of
   Account
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7
    	
 
    	
19638010
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
€565,114.72
    	
 
    	
INSMED NETHERLANDS B.V.
    
	
 
    	
 
    	
8
    	
 
    	
70733011
    	
 
    	
Bank of America
    	
 
    	
COMMERCIAL
    	
 
    	
£223,542.89
    	
 
    	
INSMED LIMITED / UK
    


 












 

EXHIBIT F

 

COMPLIANCE CERTIFICATE

 

Hercules Capital, Inc. (as “Agent”)
 400 Hamilton Avenue, Suite 310
 Palo Alto, CA 94301

 

Reference is made to that certain Amended and Restated Loan and Security Agreement dated September 30, 2016, and all ancillary documents entered into in connection with such Amended and Restated Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) by and among Hercules Capital, Inc., as agent for the Lender (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, “Lender”), Insmed Incorporated, as the Administrative Borrower (the “Company”), and the other borrowers from time to time party thereto (the “Borrowers). All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement.

 

The undersigned is an Officer of the Company, knowledgeable of all financial matters relating to the Borrowers, and is authorized to provide certification of information regarding the Borrowers; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Borrowers are in compliance in all material respects for the period ending             with all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties.  Attached are the required documents supporting the above certification.  The undersigned further certifies that these are prepared in accordance with GAAP (except to the extent otherwise permitted under the Loan Agreement) and are consistent from one period to the next except as explained below.

 


	
REPORTING REQUIREMENT
    	
 
    	
REQUIRED
    	
 
    	
CHECK IF
   ATTACHED
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Interim Financial Statements
    	
 
    	
Monthly within 30 days
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Interim Financial Statements
    	
 
    	
Quarterly within 40 days
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Audited Financial Statements
    	
 
    	
FYE within 150 days
    	
 
    	
 
    




 

The undersigned hereby also confirms the accounts disclosed in the Loan Agreement represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary/Affiliate, as applicable.

 











 

	
 
    	
Very Truly Yours,
    
	
 
    	
 
    
	
 
    	
INSMED   INCORPORATED,
    
	
 
    	
as   Administrative Borrower
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Its:
    	
 
    


 











 

EXHIBIT G

 

FORM OF JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [            ], 20[  ], and is entered into by and between                  ., a             corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

 

RECITALS

 

A.  Subsidiary’s Affiliate, Insmed Incorporated (“Company”) [has entered/desires to enter] into that certain Amended and Restated Loan and Security Agreement dated September 30, 2016, with the several banks and other financial institutions or entities from time to time party thereto as lender (collectively, “Lender”) and the Agent, as such agreement may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection therewith;

 

B.  Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the Loan Agreement and the other agreements executed and delivered in connection therewith;

 

AGREEMENT

 

NOW THEREFORE, Subsidiary and Agent agree as follows:

 

1.              The recitals set forth above are incorporated into and made part of this Joinder Agreement.  Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement.

 

2.              By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement the same as if it were a Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that (a) with respect to (i) Section 5.1 of the Loan Agreement, Subsidiary represents that it is an entity duly organized, legally existing and in good standing under the laws of [        ], (b) neither the Agent nor Lender shall have any duties, responsibilities or obligations to Subsidiary arising under or related to the Loan Agreement or the other Loan Documents, (c) that if Subsidiary is covered by Company’s insurance, Subsidiary shall not be required to maintain separate insurance or comply with the provisions of Sections 6.1 and 6.2 of the Loan Agreement, and (d) that as long as Company satisfies the requirements of Section 7.1 of the Loan Agreement, Subsidiary shall not have to provide Agent separate Financial Statements.  To the extent that the Agent or Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other Loan Documents, those duties, responsibilities or obligations shall flow only to Company and not to Subsidiary or any other Person or entity.  By way of example (and not an exclusive list): (i) the Agent’s providing notice to Company in accordance with the Loan Agreement or as otherwise agreed among Company, the Agent and Lender shall be deemed provided to Subsidiary; (ii) Lender’s providing an Advance to Company shall be deemed an Advance to Subsidiary; and (iii) Subsidiary shall have no right to request an Advance or make any other demand on Lender except as expressly provided in the Loan Agreement.

 

3.              Subsidiary agrees not to certificate its equity securities without delivery of such equity securities to the Agent in order to perfect the Agent’s security interest in such equity securities.

 

4.              Subsidiary acknowledges that it benefits, both directly and indirectly, from the Loan Agreement, and hereby waives, for itself and on behalf on any and all successors in interest (including without limitation any assignee for the benefit of creditors, receiver, bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the fullest extent provided by law, any and all claims,

 











 

rights or defenses to the enforcement of this Joinder Agreement on the basis that (a) it failed to receive adequate consideration for the execution and delivery of this Joinder Agreement or (b) its obligations under this Joinder Agreement are avoidable as a fraudulent conveyance.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 











 

[SIGNATURE PAGE TO JOINDER AGREEMENT]

 

	
SUBSIDIARY:
    	
 
    
	
 
    	
 
    
	
[                                 ]
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Telephone:
    	
 
    	
 
    
	
 
    	
Facsimile:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
HERCULES   CAPITAL, INC.,
    	
 
    
	
a Maryland corporation
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
Its:
    	
 
    	
 
    
						


 

Address:
 400 Hamilton Ave., Suite 310
 Palo Alto, CA 94301
 Facsimile:  650-473-9194
 Telephone:  650-289-3060

 











 

EXHIBIT H

 

ACH DEBIT AUTHORIZATION AGREEMENT

 

Hercules Capital, Inc.
 400 Hamilton Avenue, Suite 310
 Palo Alto, CA  94301

 

Re:  Amended and Restated Loan and Security Agreement dated September 30, 2016 (the “Agreement”), by and among Insmed Incorporated (the “Administrative Borrower”) and the other Borrowers from time to time party thereto, and Hercules Capital, Inc., as agent and the lenders party thereto (collectively, “Lender”)

 

In connection with the above referenced Agreement, the Administrative Borrower hereby authorizes the Agent to initiate debit entries for (i) the periodic payments due under the Agreement and (ii) reasonable, invoiced out-of-pocket legal fees and costs incurred by the Agent or Lender pursuant to Section 11.11 of the Agreement to the Administrative Borrower’s account indicated below.  The Administrative Borrower authorizes the depository institution named below to debit to such account.

 

	
DEPOSITORY NAME
    	
BRANCH
    
	
 
    	
 
    
	
CITY
    	
STATE AND ZIP CODE
    
	
 
    	
 
    
	
TRANSIT/ABA NUMBER
    	
ACCOUNT NUMBER
    


 

This authority will remain in full force and effect so long as any amounts are due under the Agreement.

 

	
 
    	
 
    
	
(Borrower)(Please Print)
    	
 
    


 

	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    


 











 

SCHEDULE 1.1

 

COMMITMENTS

 

EXISTING TERM LOANS

 

	
Lender
    	
 
    	
Existing Term
   Loans(1)
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Hercules Capital, Inc.
    	
 
    	
$
    	
            
    	
 
    
	
Hercules Capital Funding Trust 2012-1
    	
 
    	
$
    	
            
    	
 
    
	
Total
    	
 
    	
$
    	
25,000,000
    	
 
    


 

CLOSING DATE TERM LOANS

 

	
Hercules   Capital, Inc.
    	
 
    	
$
    	
            
    	
 
    
	
Hercules Capital Funding Trust 2012-1
    	
 
    	
$
    	
            
    	
 
    
	
Total
    	
 
    	
$
    	
10,000,000
    	
 
    


 




(1)  Fully funded on the Original Closing Date

 











 

Schedule 1 Subsidiaries

 

	
Name
    	
 
    	
Jurisdiction of Formation
    
	
Celtrix Pharmaceuticals, Inc.
    	
 
    	
Delaware
    
	
Insmed Limited
    	
 
    	
England and Wales
    
	
Insmed Netherlands B.V.
    	
 
    	
The Netherlands
    
	
Insmed France SAS
    	
 
    	
France
    
	
Insmed Germany GmbH
    	
 
    	
Germany
    
	
Insmed Ireland Limited
    	
 
    	
Ireland
    
	
Insmed Holdings Limited
    	
 
    	
Ireland
    


 











 

Schedule 1A Existing Permitted Indebtedness

 

Equipment Leases (in each case, Insmed Incorporated is the lessee)

 

·                  Lessor: US Bancorp

·                  Description: Lab Equipment

·                  Value: $38,510

·                  Date of contract: 11/17/2008

·                  Final payment 10/17/13

·                  Balance @ 6/17/12 $9,017.06

 

·                  Lessor: General Electric Capital Corporation

·                  Description: Lab Equipment

·                  Value: $177,650

·                  Date of contract: 07/22/2008

·                  Final payment 08/01/13

·                  Balance @ 6/01/12 $49,465.49

 

·                  Lessor: Ricoh Equipment Financing

·                  Description: Printer

·                  Value: $4,263

·                  Date of contract: 02/05/2008

·                  Final payment 02/01/13

·                  Balance @ 6/20/12 $3,920

 












 

Schedule 1B Existing Permitted Investments

 

Bank of America/Merrill Lynch Investments as of 07/31/2016

 

	
COB Date
    	
 
    	
Security #
    	
 
    	
Symbol
    	
 
    	
CUSIP #
    	
 
    	
Security Description
    	
 
    	
Account
   Nickname
    	
 
    	
Account
   Registration
    	
 
    	
Account #
    	
 
    	
Quantity
    	
 
    	
Price ($)
    	
 
    	
Value ($)
    	
 
    
	
6/19/2012
    	
 
    	
9HTT2
    	
 
    	
—
    	
 
    	
998911UC3
    	
 
    	
BBIF MONEY FUND
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
402,596
    	
 
    	
1
    	
 
    	
402,596.00
    	
 
    
	
6/19/2012
    	
 
    	
95RA9
    	
 
    	
—
    	
 
    	
998916FP0
    	
 
    	
PREFERRED DEPOSIT (BUS)
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
8,348,481
    	
 
    	
1
    	
 
    	
8,348,481.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Cash
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
0.43
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Subtotal cash & Money   accounts
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
8,751,077.43
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6/19/2012
    	
 
    	
9H1D9
    	
 
    	
NSTMX
    	
 
    	
19765H362
    	
 
    	
COLUMBIA SHORT TERM BOND
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
496,504.88
    	
 
    	
9.92
    	
 
    	
4,925,328.38
    	
 
    
	
6/19/2012
    	
 
    	
9KT56
    	
 
    	
DTINX
    	
 
    	
245912506
    	
 
    	
DELAWARE LIMITED TERM
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
552,104.53
    	
 
    	
8.94
    	
 
    	
4,935,814.48
    	
 
    
	
6/19/2012
    	
 
    	
9EGO2
    	
 
    	
DIMIX
    	
 
    	
261918502
    	
 
    	
DREYFUS SHORT INTERMED
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
320,199.48
    	
 
    	
13.3
    	
 
    	
4,258,653.03
    	
 
    
	
6/19/2012
    	
 
    	
9KWW1
    	
 
    	
FMUSX
    	
 
    	
31417P858
    	
 
    	
FEDERATED MUNICIPAL
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
490,576.46
    	
 
    	
10.05
    	
 
    	
4,930,293.43
    	
 
    
	
6/19/2012
    	
 
    	
97K22
    	
 
    	
FSXIX
    	
 
    	
315807859
    	
 
    	
FIDELITY ADV SH FIXED
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
530,709.74
    	
 
    	
9.29
    	
 
    	
4,930,293.43
    	
 
    
	
6/19/2012
    	
 
    	
3.10E+51
    	
 
    	
SHY
    	
 
    	
464287457
    	
 
    	
ISHARES BARCLYS 1-3 YEAR
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
5,000
    	
 
    	
84.39
    	
 
    	
421,950.00
    	
 
    
	
6/19/2012
    	
 
    	
9HUY1
    	
 
    	
HLLVX
    	
 
    	
4812C1330
    	
 
    	
JP MORGAN SHORT DURATION
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
449,024.90
    	
 
    	
10.98
    	
 
    	
4,930,293.43
    	
 
    
	
6/19/2012
    	
 
    	
9KWP2
    	
 
    	
FLTIX
    	
 
    	
670678648
    	
 
    	
NUVEEN SHORT TERM BOND
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
496,504.88
    	
 
    	
9.94
    	
 
    	
4,935,258.48
    	
 
    
	
6/19/2012
    	
 
    	
9PK01
    	
 
    	
PTSPX
    	
 
    	
72201M594
    	
 
    	
PIMCO SHORT-TERM FUND
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
503,091.17
    	
 
    	
9.81
    	
 
    	
4,935,324.34
    	
 
    
	
6/19/2012
    	
 
    	
9MQE2
    	
 
    	
TSYYX
    	
 
    	
89155T664
    	
 
    	
TOUCHSTONE ULTRA SHORT
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
516,261.09
    	
 
    	
9.55
    	
 
    	
4,930,293.43
    	
 
    
	
6/19/2012
    	
 
    	
31L60
    	
 
    	
BSV
    	
 
    	
921937827
    	
 
    	
VANGUARD SHORT TERM BOND
    	
 
    	
INSMED
    	
 
    	
WCMA
    	
 
    	
5VL-02045
    	
 
    	
5,000
    	
 
    	
81.07
    	
 
    	
405,350.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Subtotal investments
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
44,538,852.43
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Total
    	
 
    	
53,289,929.86
    	
 
    


 

Bank of America Certificate of Deposits as of 07/31/2016 (and related Letters of Credit)

 

Total Balance $456,630.64, detailed as follows:

 

$200,000.00 Matures 02/01/17 — Rate 0.75%

 

$256,630.64 Matures 06/16/17 — Rate 0.85%

 

Investments in Stock resulting from out licensing of non core assets

 

·                  NAPO agreement dated January 5, 2007

·                  Product: Masoprocal (INS 18) Diabetes, Cardiac and metabolic diseases

·                  Consideration received to date: 270,611 shares of NAPO Common stock

·                  Other stock grants based on NAPO achieving certain developmental milestones

·                  TriAct agreement dated December 20, 2010

·                  Product: Masoprocal (INS 18) for all other areas excluding NAPO field of use

·                  Consideration received to date: 500,000 shares of TriAct Common stock

·                  Other stock grants based on TriAct achieving certain developmental milestones

 











 

Schedule 1C Existing Permitted Liens

 

None, except in respect of the equipment which is the subject of the leases disclosed in Schedule 1A.

 











 

Schedule 5.3 Consents, Etc.

 

None

 











 

Schedule 5.5 Actions Before Government Authorities

 

Name of Claimant

 

Hoey v. Insmed Incorporated, et al.

 

Amount and Description

 

On July 15, 2016, a purported class action lawsuit was filed in the U.S. District Court for the District of New Jersey against us and certain executive officers: Hoey v. Insmed Incorporated, et al. The complaint includes allegations that, during the class period between March 18, 2013 and June 8, 2016, we and certain executive officers violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act in making various statements related to the European MAA of ARIKAYCE with the EMA. The complaint seeks unspecified damages.

 











 

Schedule 5.8 Tax Matters

 

None

 











 

Schedule 5.9 Intellectual Property Claims

 

None

 











 

Schedule 5.10 Intellectual Property

 

None

 











 

Schedule 5.11 Borrower Products

 

IPLEX

 

SETTLEMENT, LICENSE AND DEVELOPMENT AGREEMENT , dated March 5, 2007 by and between Tercica, Inc., Genentech Inc. and Insmed Inc.  Pursuant to this Agreement, Tercica and Genentech agreed to withdraw a pending litigation against the Parent in consideration of the Parent’s agreement to withdraw its Iplex product from the market for a short period of time, and to develop such product only in certain named indications with opt-ins for Tercica and Genentech.  The Parent is no longer developing the Iplex product, and has no present intention of resuming such development.

 











 

Schedule 5.14 Capitalization

 

1.              Insmed Incorporated

 

Capitalization Table as at June 20, 2012

 

	
Authorized Common Stock
    	
 
    	
500,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Authorized   Preferred Stock
    	
 
    	
200,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Common Stock   issued & outstanding
    	
 
    	
24,874,852
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Common Stock   issuable persuant to options, purchases, awards & plans
    	
 
    	
2,069,549
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Common Stock   available for issue
    	
 
    	
473,055,599
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Preferred Stock   available for issue
    	
 
    	
200,000,000
    	
 
    


 

2.              Celtrix Pharmaceuticals, Inc.

 

5,000 common shares authorized; 5,000 shares issued and outstanding, all owned by Insmed Incorporated.