UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|-----------------------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2016

or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|----------------------------------------------------------------------------------------------------|

For the transition period from          to           

COMMISSION FILE NUMBER 000-31161

 

ARENA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

| Delaware                                                        |   | 23-2908305                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |
|                                                            |   |
| 6154 Nancy Ridge Drive, San Diego, CA                           |   | 92121                                 |
| (Address of principal executive offices)                        |   | (Zip Code)                            |

858.453.7200

(Registrant’s telephone number, including area code)

Securities registered pursuant to 12(b) of the Act:

 

| Title of each class                       |   | Name of each exchange on which registered |
|-------------------------------------------|--------|-------------------------------------------|
| Common Stock, par value $0.0001 per share |   | The NASDAQ Global Select Market           |

Securities registered pursuant to 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ☒     No   ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer       | ☐ |                                          |   | Accelerated filer                | ☒ |
|-----------------------------------------|---------|-----------------------------------------------|--------|-------------------------------------------------|---------|
| Non-accelerated filer    | ☐ | (Do not check if a smaller reporting company) |   | Smaller reporting company   | ☐ |
| Emerging growth company                 | ☐ |                                          |   |                                            |    |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No  ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $416.0 million as of June 30, 2016, based on the last sale price of the registrant’s common stock as reported on the NASDAQ Global Select Market on such date. For purposes of this calculation, shares of the registrant’s common stock held by directors and executive officers have been excluded. This number is provided only for purposes of this Annual Report on Form 10-K and does not represent an admission that any particular person or entity is an affiliate of the registrant.

As of March 10, 2017, there were 245,469,142 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Amendment No. 1 on Form 10-K/A. Certain information required by Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 15, 2017, has been incorporated by reference from the Registrant’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held in June 2017, which was filed with the Securities and Exchange Commission on April 28, 2017.

 

 

 

 

 

----

EXPLANATORY NOTE

 

Arena Pharmaceuticals, Inc. (the “Company,” “we,” “our,” and “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (“SEC”) on March 15, 2017 (the “Original Filing”), solely to refile Exhibit 10.53 to the Original Form 10-K in response to a comment received from the SEC regarding a confidential treatment request submitted to the SEC with respect to certain portions of Exhibit 10.53. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1. Accordingly, Item 15 of Part IV is also being amended to reflect the filing of these new certifications and the refiling of Exhibit 10.53.

 

Except as described above, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date of the Original Filing or modify or update any of the other information contained in the Original Filing in any way other than as expressly described in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.  

 

 

 

1

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PART IV

Item 15.    Exhibits, Financial Statement Schedules.

| (a) | 1. FINANCIAL STATEMENTS |
|-----|-------------------------|

Our financial statements are included in the Original Filing. 

2. FINANCIAL STATEMENT SCHEDULES

The financial statement schedules have been omitted either because they are not required or because the information has been included in the consolidated financial statements or the notes thereto included in the Original Filing.

|  | 3. EXHIBITS |
|--|-------------|

 

| Exhibit

No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |
| 2.1*         |   | Agreement of Purchase and Sale, dated as of March 21, 2007, by and between Arena and BMR-6114-6154 Nancy Ridge Drive LLP (as assignee of BioMed Realty, L.P.) (incorporated by reference to Exhibit 2.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2007, Commission File No. 000-31161)  |
|         |   |
| 3.1          |   | Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 3.1 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 000-31161)                                                        |
|         |   |
| 3.2          |   | Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 28, 2006, Commission File No. 333-135398)                                                              |
|         |   |
| 3.3          |   | Certificate of Amendment No. 2 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 4.3 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 2009, Commission File No. 333-160329)                                            |
|         |   |
| 3.4          |   | Certificate of Amendment No. 3 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 3.4 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 333-182238)                                            |
|         |   |
| 3.5          |   | Amended and Restated Bylaws of Arena (incorporated by reference to Exhibit 3.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2014, Commission File No. 000-31161)                                                                                                                                      |
|         |   |
| 4.4          |   | Form of common stock certificate (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission on July 19, 2000, Commission File No. 333-35944)                                                                                                                       |
|         |   |
| 10.1**       |   | 2002 Equity Compensation Plan (incorporated by reference to Exhibit A to Arena’s proxy statement regarding Arena’s June 11, 2002, Annual Stockholders Meeting, filed with the Securities and Exchange Commission on April 23, 2002, Commission File No. 000-31161)                                                                                       |
|         |   |
| 10.2         |   | Purchase and Sale Agreement and Joint Escrow Instructions, dated December 22, 2003, between Arena and ARE—Nancy Ridge No. 3, LLC (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2004, Commission File No. 000-31161)                    |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3         |   | Lease Agreement, dated December 30, 2003, between Arena and ARE—Nancy Ridge No. 3, LLC (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2004, Commission File No. 000-31161)                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4**       |   | Arena’s Deferred Compensation Plan, effective November 11, 2003, between Arena and participating executive officers (incorporated by reference to Exhibit 10.29 to Arena’s annual report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 1, 2004, Commission File No. 000-31161) |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5**       |   | 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2007, Commission File No. 000-31161)                                                                                                                                 |

2

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| Exhibit

No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.6**       |   | Form of Stock Option Grant Agreement under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.7**       |   | Form of Stock Option Grant Agreement—Director under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.8**       |   | Form of Incentive Stock Option Grant Agreement under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                                                        |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.9**       |   | Form of Indemnification Agreement between Arena and its directors (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.10**      |   | Form of Indemnification Agreement between Arena and its executive officers (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.11**      |   | Form of Indemnification Agreement between Arena and individuals serving as its directors and executive officers (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.12        |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6114 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.5 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.13        |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6118 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.6 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.14        |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6122, 6124 and 6126 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.7 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)             |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.15        |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6154 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.8 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.16*       |   | Asset Purchase Agreement, dated as of December 18, 2007, by and between Arena Pharmaceuticals GmbH and Siegfried Ltd (incorporated by reference to Exhibit 10.38 to Arena’s annual report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 5, 2008, Commission File No. 000-31161)                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.17        |   | Amendment No. 1 to the Asset Purchase Agreement, dated effective as of January 1, 2011, by and between Arena Pharmaceuticals GmbH and Siegfried Ltd (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed with the Securities and Exchange Commission on May 10, 2011, Commission File No. 000-31161) |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.18**      |   | Form of Amended and Restated Termination Protection Agreement, dated December 30, 2008, by and among Arena and Dr. Behan and Mr. Spector (incorporated by reference to Exhibit 10.2 to Arena’s Form 8-K filed with the Securities and Exchange Commission on December 31, 2008, Commission File No. 000-31161)                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.19**      |   | Arena’s 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 2009, Commission File No. 333-160329)                                                                                                                                                                 |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.20**      |   | Form of Incentive Stock Option Grant Agreement for Employees under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.21**      |   | Form of Stock Option Grant Agreement for Employees or Consultants under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                              |

3

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| Exhibit

No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.22**      |   | Form of Stock Option Grant Agreement for Non-Employee Directors under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                                           |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.23**      |   | Arena’s 2009 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June16, 2015, Commission File No. 000-31161)                                                                                                                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.24**      |   | Arena’s 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 333-182238)                                                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.25**      |   | Form of Incentive Stock Option Grant Agreement for Employees for grants prior to December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.26**      |   | Form of Stock Option Grant Agreement for Employees or Consultants for grants prior to December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.27**      |   | Form of Stock Option Grant Agreement for Non-Employee Directors under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28**      |   | Form of Restricted Stock Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29**      |   | Form of Incentive Stock Option Grant Agreement for Employees for grants beginning on December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.45 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161)      |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30**      |   | Form of Stock Option Grant Agreement for Employees or Consultants for grants beginning on December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161) |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31**      |   | Form of Restricted Stock Unit Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.47 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161)                                                                          |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32**      |   | Form of Performance Restricted Stock Unit Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q for the quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 9, 2013, Commission File No. 000-31161)                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33**      |   | Arena’s 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                         |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34**      |   | Form of Stock Option Grant Agreement for Employees or Consultants under the Arena 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35**      |   | Form of Incentive Stock Option Grant Agreement for Employees under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.36**      |   | Form of Restricted Stock Unit Grant Agreement (other than for non-employee directors) under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37**      |   | Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                     |

4

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| Exhibit

No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.38**      |   | Form of Performance Restricted Stock Unit Grant Agreement under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to Arena’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, Commission File No. 000-31161)                                                                                                                                                                                                        |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.39**      |   | Interim CEO Employment Agreement, dated October 5, 2015, by and between Arena and Harry F. Hixson, Jr., Ph.D. (incorporated by reference to Exhibit 10.48 to Arena’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, Commission File No. 000-31161)                                                                                                                                                                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.40**      |   | Executive Employment Agreement, dated as of May 6, 2016, by and between Arena and Amit D. Munshi (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.41**      |   | Severance Agreement, dated as of May 6, 2016, by and between Arena and Amit D. Munshi (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.42**      |   | Form of Amendment to Amended and Restated Termination Protection Agreement, dated May 9, 2016, by and between Arena and each of Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.43**      |   | Amended and Restated Severance Benefit Plan, effective May 9, 2016, and providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.44**      |   | Employment Agreement, dated as of June 14, 2016, by and between Arena and Kevin R. Lind (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.45**      |   | Amendment No. 1, effective June 13, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016, Commission File No. 000-31161)                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.46**      |   | Summary of compensation for Arena’s non-employee directors (incorporated by reference to Exhibit 10.10 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.47**      |   | Annual Incentive Plan for Arena’s executive officers (incorporated by reference to Exhibit 10.11 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                                           |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.48**      |   | Amendment No. 2, effective August 15, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and amended on June 13, 2016, and, as amended, providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D., Steven W. Spector, Vincent E. Aurentz and Kevin R. Lind (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161) |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.49**      |   | Employment Agreement, dated as of August 9, 2016, by and between Arena and Vincent E. Aurentz (incorporated by reference to Exhibit 10.3 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.50**      |   | Consulting Agreement, dated as of July 15, 2016, by and between Arena and William R. Shanahan, Jr., M.D. (incorporated by reference to Exhibit 10.4 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.51**      |   | Consulting Agreement, dated as of September 1, 2016, by and between Arena and Dominic P. Behan, Ph.D. (incorporated by reference to Exhibit 10.5 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.52+       |   | Transaction Agreement, dated as of December 28, 2016, by and among 356 Royalty Inc., Eisai Inc. and Eisai Co., Ltd. (previously filed with the Original Filing)                                                                                                                                                                                                                                                                                                                                                                                     |

5

----

 

| Exhibit

No. |   | Exhibit Description                                                                                                                                                                                                                                                                                            |
|--------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                           |
| 10.53+       |   | Supply Agreement, dated as of December 28, 2016, by and among Arena Pharmaceuticals GmbH, Eisai Inc. and Eisai Co., Ltd.                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 10.54        |   | Equity Distribution Agreement, dated as of January 4, 2017, by and between Arena and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2017, Commission File No. 000-31161) |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 10.55**      |   | Letter Agreement, dated as of December 12, 2016, by and between Arena and Craig M. Audet, Ph.D. (previously filed with the Original Filing)                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 21.1         |   | Subsidiaries of the registrant (previously filed with the Original Filing)                                                                                                                                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 23.1         |   | Consent of Independent Registered Public Accounting Firm (previously filed with the Original Filing)                                                                                                                                                                                                           |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 31.1         |   | Certification of principal executive officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing)                                                                                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 31.2         |   | Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing)                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 31.3         |   | Certification of principal executive officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934                                                                                                                                                                                  |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 31.4         |   | Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934                                                                                                                                        |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 32.1         |   | Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing)                                                            |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.INS      |   | XBRL Instance Document (previously filed with the Original Filing)                                                                                                                                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.SCH      |   | XBRL Taxonomy Extension Schema Document (previously filed with the Original Filing)                                                                                                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.CAL      |   | XBRL Taxonomy Extension Calculation Linkbase Document (previously filed with the Original Filing)                                                                                                                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.DEF      |   | XBRL Taxonomy Extension Definition Linkbase Document (previously filed with the Original Filing)                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.LAB      |   | XBRL Taxonomy Extension Label Linkbase Document (previously filed with the Original Filing)                                                                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                           |
| 101.PRE      |   | XBRL Taxonomy Extension Presentation Linkbase Document (previously filed with the Original Filing)                                                                                                                                                                                                             |

 

| + | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | Exhibits and schedules to this agreement have been omitted pursuant to the rules of the Securities and Exchange Commission. We will submit copies of such exhibits and schedules to the Securities and Exchange Commission upon request. |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ** | Management contract or compensatory plan or arrangement. |
|----|----------------------------------------------------------|

| (b) | EXHIBITS |
|-----|----------|

See Item 15(a)(3) above. 

(c)      FINANCIAL STATEMENT SCHEDULES

See Item 15(a)(2) above. 

 

6

----

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|              | ARENA PHARMACEUTICALS, INC. |
|-------------------|----------------------------------|
|              |                             |   |
| Date: May 5, 2017 | By:                              | / S /    AMIT MUNSHI |
|              |                             | Amit Munshi

President and Chief Executive Officer

(principal executive office) |

 

 

 

7

----

 

EXHIBIT INDEX

 

| Exhibit No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                      |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |
| 2.1*        |   | Agreement of Purchase and Sale, dated as of March 21, 2007, by and between Arena and BMR-6114-6154 Nancy Ridge Drive LLP (as assignee of BioMed Realty, L.P.) (incorporated by reference to Exhibit 2.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2007, Commission File No. 000-31161)  |
|        |   |
| 3.1         |   | Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 3.1 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 000-31161)                                                        |
|        |   |
| 3.2         |   | Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 28, 2006, Commission File No. 333-135398)                                                              |
|        |   |
| 3.3         |   | Certificate of Amendment No. 2 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 4.3 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 2009, Commission File No. 333-160329)                                            |
|        |   |
| 3.4         |   | Certificate of Amendment No. 3 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 3.4 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 333-182238)                                            |
|        |   |
| 3.5         |   | Amended and Restated Bylaws of Arena (incorporated by reference to Exhibit 3.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2014, Commission File No. 000-31161)                                                                                                                                      |
|        |   |
| 4.4         |   | Form of common stock certificate (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission on July 19, 2000, Commission File No. 333-35944)                                                                                                                       |
|        |   |
| 10.1**      |   | 2002 Equity Compensation Plan (incorporated by reference to Exhibit A to Arena’s proxy statement regarding Arena’s June 11, 2002, Annual Stockholders Meeting, filed with the Securities and Exchange Commission on April 23, 2002, Commission File No. 000-31161)                                                                                       |
|        |   |
| 10.2        |   | Purchase and Sale Agreement and Joint Escrow Instructions, dated December 22, 2003, between Arena and ARE—Nancy Ridge No. 3, LLC (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2004, Commission File No. 000-31161)                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3        |   | Lease Agreement, dated December 30, 2003, between Arena and ARE—Nancy Ridge No. 3, LLC (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2004, Commission File No. 000-31161)                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4**      |   | Arena’s Deferred Compensation Plan, effective November 11, 2003, between Arena and participating executive officers (incorporated by reference to Exhibit 10.29 to Arena’s annual report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 1, 2004, Commission File No. 000-31161) |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5**      |   | 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2007, Commission File No. 000-31161)                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6**      |   | Form of Stock Option Grant Agreement under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.7**      |   | Form of Stock Option Grant Agreement—Director under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                        |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.8**      |   | Form of Incentive Stock Option Grant Agreement under the Arena 2006 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006, Commission File No. 000-31161)                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9**      |   | Form of Indemnification Agreement between Arena and its directors (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                                          |

8

----

 

| Exhibit No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.10**     |   | Form of Indemnification Agreement between Arena and its executive officers (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.11**     |   | Form of Indemnification Agreement between Arena and individuals serving as its directors and executive officers (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, Commission File No. 000-31161)                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.12       |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6114 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.5 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.13       |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6118 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.6 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.14       |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6122, 6124 and 6126 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.7 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.15       |   | Lease agreement between BMR-6114-6154 Nancy Ridge Drive LLC and Arena for 6154 Nancy Ridge Drive, San Diego, California (incorporated by reference to Exhibit 10.8 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 9, 2007, Commission File No. 000-31161)                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.16*      |   | Asset Purchase Agreement, dated as of December 18, 2007, by and between Arena Pharmaceuticals GmbH and Siegfried Ltd (incorporated by reference to Exhibit 10.38 to Arena’s annual report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 5, 2008, Commission File No. 000-31161)                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.17       |   | Amendment No. 1 to the Asset Purchase Agreement, dated effective as of January 1, 2011, by and between Arena Pharmaceuticals GmbH and Siegfried Ltd (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed with the Securities and Exchange Commission on May 10, 2011, Commission File No. 000-31161) |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.18**     |   | Form of Amended and Restated Termination Protection Agreement, dated December 30, 2008, by and among Arena and Dr. Behan and Mr. Spector (incorporated by reference to Exhibit 10.2 to Arena’s Form 8-K filed with the Securities and Exchange Commission on December 31, 2008, Commission File No. 000-31161)                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.19**     |   | Arena’s 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 2009, Commission File No. 333-160329)                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.20**     |   | Form of Incentive Stock Option Grant Agreement for Employees under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.21**     |   | Form of Stock Option Grant Agreement for Employees or Consultants under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.22**     |   | Form of Stock Option Grant Agreement for Non-Employee Directors under the Arena 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 7, 2009, Commission File No. 000-31161)                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.23**     |   | Arena’s 2009 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June16, 2015, Commission File No. 000-31161)                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.24**     |   | Arena’s 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 333-182238)                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.25**     |   | Form of Incentive Stock Option Grant Agreement for Employees for grants prior to December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                          |

9

----

 

| Exhibit No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.26**     |   | Form of Stock Option Grant Agreement for Employees or Consultants for grants prior to December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.27**     |   | Form of Stock Option Grant Agreement for Non-Employee Directors under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28**     |   | Form of Restricted Stock Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 000-31161)                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29**     |   | Form of Incentive Stock Option Grant Agreement for Employees for grants beginning on December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.45 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161)      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30**     |   | Form of Stock Option Grant Agreement for Employees or Consultants for grants beginning on December 13, 2012, under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161) |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31**     |   | Form of Restricted Stock Unit Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.47 to Arena’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 1, 2013, Commission File No. 000-31161)                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32**     |   | Form of Performance Restricted Stock Unit Grant Agreement under the Arena 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q for the quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 9, 2013, Commission File No. 000-31161)                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33**     |   | Arena’s 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Arena’s quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34**     |   | Form of Stock Option Grant Agreement for Employees or Consultants under the Arena 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35**     |   | Form of Incentive Stock Option Grant Agreement for Employees under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.36**     |   | Form of Restricted Stock Unit Grant Agreement (other than for non-employee directors) under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37**     |   | Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013, Commission File No. 000-31161)                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.38**     |   | Form of Performance Restricted Stock Unit Grant Agreement under the Arena 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to Arena’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, Commission File No. 000-31161)                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.39**     |   | Interim CEO Employment Agreement, dated October 5, 2015, by and between Arena and Harry F. Hixson, Jr., Ph.D. (incorporated by reference to Exhibit 10.48 to Arena’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, Commission File No. 000-31161)                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.40**     |   | Executive Employment Agreement, dated as of May 6, 2016, by and between Arena and Amit D. Munshi (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                       |

10

----

 

| Exhibit No. |   | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.41**     |   | Severance Agreement, dated as of May 6, 2016, by and between Arena and Amit D. Munshi (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.42**     |   | Form of Amendment to Amended and Restated Termination Protection Agreement, dated May 9, 2016, by and between Arena and each of Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.3 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.43**     |   | Amended and Restated Severance Benefit Plan, effective May 9, 2016, and providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.4 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016, Commission File No. 000-31161)                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.44**     |   | Employment Agreement, dated as of June 14, 2016, by and between Arena and Kevin R. Lind (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.45**     |   | Amendment No. 1, effective June 13, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D. and Steven W. Spector (incorporated by reference to Exhibit 10.2 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016, Commission File No. 000-31161)                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.46**     |   | Summary of compensation for Arena’s non-employee directors (incorporated by reference to Exhibit 10.10 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.47**     |   | Annual Incentive Plan for Arena’s executive officers (incorporated by reference to Exhibit 10.11 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.48**     |   | Amendment No. 2, effective August 15, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and amended on June 13, 2016, and, as amended, providing benefits for Craig M. Audet, Ph.D., Maurice J. Mezzino, William R. Shanahan, Jr., M.D, Dominic P. Behan, Ph.D., Steven W. Spector, Vincent E. Aurentz and Kevin R. Lind (incorporated by reference to Exhibit 10.2 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161) |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.49**     |   | Employment Agreement, dated as of August 9, 2016, by and between Arena and Vincent E. Aurentz (incorporated by reference to Exhibit 10.3 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.50**     |   | Consulting Agreement, dated as of July 15, 2016, by and between Arena and William R. Shanahan, Jr., M.D. (incorporated by reference to Exhibit 10.4 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.51**     |   | Consulting Agreement, dated as of September 1, 2016, by and between Arena and Dominic P. Behan, Ph.D. (incorporated by reference to Exhibit 10.5 to Arena’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, Commission File No. 000-31161)                                                                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.52+      |   | Transaction Agreement, dated as of December 28, 2016, by and among 356 Royalty Inc., Eisai Inc. and Eisai Co., Ltd. (previously filed with the Original Filing)                                                                                                                                                                                                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.53+      |   | Supply Agreement, dated as of December 28, 2016, by and among Arena Pharmaceuticals GmbH, Eisai Inc. and Eisai Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.54       |   | Equity Distribution Agreement, dated as of January 4, 2017, by and between Arena and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 10.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2017, Commission File No. 000-31161)                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.55**     |   | Letter Agreement, dated as of December 12, 2016, by and between Arena and Craig M. Audet, Ph.D. (previously filed with the Original Filing)                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21.1        |   | Subsidiaries of the registrant (previously filed with the Original Filing)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 23.1        |   | Consent of Independent Registered Public Accounting Firm (previously filed with the Original Filing)                                                                                                                                                                                                                                                                                                                                                                                                                                                |

11

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| Exhibit No. |   | Exhibit Description                                                                                                                                                                                                                                 |
|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                |
| 31.1        |   | Certification of principal executive officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing)                                                                           |
|        |   |                                                                                                                                                                                                                                                |
| 31.2        |   | Certification of principal financial and accounting officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing)                                                            |
|        |   |                                                                                                                                                                                                                                                |
| 31.3        |   | Certification of principal executive officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                |
| 31.4        |   | Certification of principal financial and accounting officer pursuant to Rule 13a-14(A) promulgated under the Securities Exchange Act of 1934                                                                                                        |
|        |   |                                                                                                                                                                                                                                                |
| 32.1        |   | Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934 (previously filed with the Original Filing) |
|        |   |                                                                                                                                                                                                                                                |
| 101.INS     |   | XBRL Instance Document (previously filed with the Original Filing)                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                |
| 101.SCH     |   | XBRL Taxonomy Extension Schema Document (previously filed with the Original Filing)                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                |
| 101.CAL     |   | XBRL Taxonomy Extension Calculation Linkbase Document (previously filed with the Original Filing)                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                |
| 101.DEF     |   | XBRL Taxonomy Extension Definition Linkbase Document (previously filed with the Original Filing)                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                |
| 101.LAB     |   | XBRL Taxonomy Extension Label Linkbase Document (previously filed with the Original Filing)                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                |
| 101.PRE     |   | XBRL Taxonomy Extension Presentation Linkbase Document (previously filed with the Original Filing)                                                                                                                                                  |

 

| + | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | Exhibits and schedules to this agreement have been omitted pursuant to the rules of the Securities and Exchange Commission. We will submit copies of such exhibits and schedules to the Securities and Exchange Commission upon request. |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ** | Management contract or compensatory plan or arrangement. |
|----|----------------------------------------------------------|

 

 

12