Exhibit 10.3

 

SEVENTH LOAN MODIFICATION AGREEMENT

 

This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 14, 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and AEGERION PHARMACEUTICALS, INC., a Delaware corporation with its chief executive office located at One Main Street, 8th Floor, Cambridge, Massachusetts  02142 (“Borrower”).

 

1.             DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of March 28, 2012, evidenced by, among other documents, a certain Loan and Security Agreement dated as of March 28, 2012, between Borrower and Bank, as amended by that certain First Loan Modification Agreement dated as of July 10, 2012, between Borrower and Bank, as amended by that certain Second Loan Modification Agreement dated as of December 6, 2012, between Borrower and Bank, as amended by that certain Consent and Third Loan Modification Agreement dated as of December 12, 2013, between Borrower and Bank, as amended by that certain Fourth Loan Modification Agreement dated March 26, 2014, between Borrower and Bank, as amended by that certain Fifth Loan Modification Agreement dated as of January 9, 2015, between Borrower and Bank, and as further amended by that certain Sixth Loan Modification Agreement dated as of August 7, 2015, between Borrower and Bank (as amended, the “Loan Agreement”).  Hereinafter, the Loan Agreement, together with all other documents evidencing or securing the Obligations prior to effectiveness of this Loan Modification Agreement shall be referred to as the “Existing Loan Documents”.  Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

 

2.             DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by (a) the Collateral as described in the Loan Agreement (as amended hereby) and (b) the Intellectual Property Collateral as defined in that certain Intellectual Property Security Agreement by and between Borrower and Bank dated as of the date hereof (as amended or supplemented, the “IP Agreement”).

 

3.             DESCRIPTION OF CHANGE IN TERMS.

 

A.                                    Modifications to Loan Agreement.

 

1                                         The Loan Agreement shall be amended by deleting the following appearing as Section 4.2 thereof:

 

“4.2        Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.”

 

and inserting in lieu thereof the following:

 

“4.2        Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein (i) is and shall at all times continue to be a legal and valid security interest, and (ii) subject to the filings described in Section 4.3(a), a first priority perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Code or obtaining a Control Agreement in favor of Bank.  The Collateral may also be subject to Permitted Liens.  If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed

 

1











 

by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.”

 

2                                         The Loan Agreement shall be amended be deleting the following appearing as Section 4.3 thereof:

 

“4.3        Authorization to File Financing Statements.  Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.”

 

and inserting in lieu thereof the following:

 

“4.3        Authorization to File Financing Statements; Other Documents.  (a) Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.  (b) Borrower hereby further authorizes Bank to file or record with the United States Patent and Trademark Office (and any successor office) such documents as may be necessary or advisable to perfect or protect Bank’s interest or rights hereunder.”

 

3                                         The Loan Agreement shall be amended by (i) deleting “and” in Section 6.2(k), (ii) deleting “.” in Section 6.2(l) and replacing it with “; and”, and (iii) inserting the following new subsection to appear as (m) thereof:

 

“(m)        prompt written notice of (i) any material change in the composition of the Myalept Intellectual Property, and (ii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Myalept Intellectual Property.”

 

4                                         The Loan Agreement shall be amended be deleting the following appearing as Section 7.5 thereof:

 

“7.5        Encumbrance.  Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens or Permitted Factoring, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.”

 

and inserting in lieu thereof the following:

 

“7.5        Encumbrance.  Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens or Permitted Factoring, permit any Collateral not to be subject to the security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or

 

2











 

has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.”

 

5                                         The Loan Agreement shall be amended by by (i) deleting “or” at the end of Section 8.9, (ii) changing “.” to “; or” at the end of Section 8.10, and (iii) inserting the following new section to appear as Section 8.11 (QLT Loan Agreement) thereof:

 

“8.11      QLT Loan Agreement.  The occurrence of an Event of Default (as defined in the QLT Loan Agreement) under the QLT Loan Agreement.”

 

6                                         The term “Permitted Indebtedness” in Section 13.1 of the Loan Agreement shall be amended by (i) deleting “and” at the end of clause (f), (ii) changing “.” to “;” at the end of clause (g), (iii) changing “;” to “; and” at the end of clause (h), and (iv) inserting the following new provision to appear as clause (i) thereof:

 

“(i)          Borrower’s Indebtedness to QLT Inc. up to a maximum principal amount incurred not to exceed Fifteen Million Dollars ($15,000,000.00) plus interest that is capitalized and added to the outstanding principal amount, plus interest thereon, provided, however, that such permitted amount shall reduce on a dollar-for-dollar basis as the principal portion of such Indebtedness is repaid or otherwise satisfied; provided further, however, that such Indebtedness is only permitted to the extent such Indebtedness constitutes Subordinated Debt.”

 

7                                         The term “Permitted Liens” in Section 13.1 of the Loan Agreement shall be amended by (i) amending and restating clause (h) in its entirety as follows:

 

“(h)       (i) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (ii) any licenses or sublicenses existing as of the date hereof granted to third parties or Affiliates which constitute a portion of the Myalept Intellectual Property;”

 

(ii) changing “.” to “;” at the end of clause (i), (iii) changing “;” to “; and” at the end of clause (j), and (iv) inserting the following new provision to appear as clause (k) thereof:

 

“(k)       Liens in favor of QLT Inc. securing the Indebtedness described in subsection (i) of the definition of Permitted Indebtedness, provided, however, that such Liens are only permitted to the extent that such Liens are (x) only on property in which Bank has been granted a legal and valid security interest hereunder, and (y) subject to the Subordination Agreement.”

 

8                                         The Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof:

 

““Loan Documents” are, collectively, this Agreement, the Perfection Certificate, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank in connection with any of the foregoing, all as amended, restated, or otherwise modified.”

 

3











 

and inserting in lieu thereof the following:

 

““Loan Documents” are, collectively, this Agreement, the Perfection Certificate, the IP Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank in connection with any of the foregoing, all as amended, restated, or otherwise modified.”

 

9                                         The Loan Agreement shall be amended by inserting the following new definitions to appear alphabetically in Section 13.1 thereof:

 

““2016 Amendment Date” means June 14, 2016.

 

““Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.”

 

““IP Agreement” means, collectively, (a) that certain Trademark Security Agreement executed and delivered by Borrower to Bank dated as of the 2016 Amendment Date, as amended, modified, supplemented, and/or restated from time to time and (b) that certain Patent Security Agreement executed and delivered by Borrower to Bank dated as of the 2016 Amendment Date, as amended, modified, supplemented, and/or restated from time to time.”

 

““Myalept Intellectual Property” means (a) all Intellectual Property owned or in-licensed by the Borrower material to the conduct of the Borrower’s and its Subsidiaries’ business relating to metreleptin products, including, without limitation, the Myalept® product line, including without limitation the Intellectual Property listed on Exhibit E hereto and (b) any proceeds thereof.”

 

““QLT Loan Agreement” is that certain Loan and Security Agreement by and between QLT Inc. and Borrower dated as of June 14, 2016.”

 

10                                  The Collateral description appearing on Exhibit A to the Loan Agreement is hereby replaced with the Collateral description attached as Schedule 1 hereto.  Borrower hereby grants to Bank, to secure the payment and performance in full of all the Obligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds thereof.

 

11                                  The list of Intellectual Property attached hereto as Schedule 2 shall be added to the Loan Agreement as new Exhibit E thereto.

 

4.             FEES.  Borrower shall reimburse Bank for all reasonable legal fees and expenses incurred in connection with this Loan Modification Agreement.

 

5.             CONSENT.  Pursuant to Section 7.2(c)(ii) of the Loan Agreement, Bank hereby consents to Borrower executing that certain Agreement and Plan of Merger dated as of the date hereof by and among QLT Inc., Borrower and Isotope Acquisition Corp.

 

6.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever necessary to reflect the terms and provisions of this Loan Modification Agreement.

 

7.             RESERVATION OF RIGHTS; NO WAIVER OF DEFAULTS.  Nothing contained herein is intended to be, and shall not be construed as, a waiver, cure, or release of any default or Event of Default, including without

 

4











 

limitation, the Stated Events of Default (as defined in the Forbearance Amendment, as defined below).  Bank hereby expressly reserves all of its rights and remedies under the Loan Documents and applicable law, including without limitation, in connection with the Stated Events of Default.

 

8.             RATIFICATION OF LOAN DOCUMENTS.  Except as expressly modified by this Loan Modification Agreement, Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

 

9.             NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

 

10.          CONTINUING VALIDITY.  Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents.  Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the existing Obligations pursuant to this  Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations.  It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing.  No maker will be released by virtue of this Loan Modification Agreement.

 

11.          JURISDICTION/VENUE.  Borrower accepts for itself and in connection with its properties, unconditionally, the exclusive jurisdiction of any state or federal court of competent jurisdiction in the Commonwealth of Massachusetts in any action, suit, or proceeding of any kind against it which arises out of or by reason of this Loan Modification Agreement; provided, however, that if for any reason Bank cannot avail itself of the courts of the Commonwealth of Massachusetts, then venue shall lie in Santa Clara County, California.  NOTWITHSTANDING THE FOREGOING,  BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY.

 

12.          COUNTERSIGNATURE.  This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

 

13.          CONDITIONS PRECEDENT.  As a condition precedent to the effectiveness of this Loan Modification Agreement, Bank shall have received (or shall have affirmatively waived delivery thereof) the following prior to or concurrently herewith, each in form and substance satisfactory to Bank:

 

A.                                    duly executed signature of Borrower to this Loan Modification Agreement;

 

B.                                    duly executed signature of Borrower to the IP Agreement;

 

C.                                    Bank shall have filed a UCC-3 amendment in a form and substance acceptable to Bank in all respects, and shall have received confirmation that Bank maintains a first priority security interest in all Collateral, other than the lien in favor of QLT, Inc. on the Myalept Intellectual Property;

 

D.                                    a copy of a subordination agreement in a form and substance acceptable to Bank in all respects executed by QLT, Inc.;

 

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E.                                     duly executed signature of Borrower to that certain Fifth Amendment to Forbearance Agreement of even date herewith between Borrower and Bank in a form and substance acceptable to Bank in all respects (the “Forbearance Amendment”); and

 

F.                                      Borrower’s payment of all Bank Expenses.

 

[Signature Page to Follow.]

 

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This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

 

	
BORROWER:
    	
BANK:
    
	
 
    	
 
    
	
AEGERION   PHARMACEUTICALS, INC.
    	
SILICON   VALLEY BANK
    
	
 
    	
 
    
	
By:
    	
/s/ Gregory D. Perry
    	
 
    	
By:
    	
/s/ Clark Hayes
    
	
 
    	
 
    
	
Name: Gregory D. Perry
    	
Name: Clark Hayes
    
	
 
    	
 
    
	
Title: Chief Financial   Officer
    	
Title: Director
    
					


 

[Signature page to Seventh Loan Modification Agreement]

 












 

Schedule 1

 

EXHIBIT A — COLLATERAL DESCRIPTION

 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, the Myalept Intellectual Property, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

 

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

 

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property other than the Myalept Intellectual Property or (ii) any voting equity interests of any direct or indirect Foreign Subsidiaries of Borrower in excess of sixty-five percent (65.0%) of the total voting equity interests of such Foreign Subsidiaries; provided, further, that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

 

Pursuant to Section 7.5 of the Loan Agreement, Borrower has agreed not to encumber any of its Intellectual Property (other than in respect of Permitted Liens) without Bank’s prior written consent.

 











 

Schedule 2

 

EXHIBIT E

 

MYALEPT INTELLECTUAL PROPERTY

 

Trademarks

 

	
Trademark
    	
 
    	
Status
    	
 
    	
Country
    	
 
    	
Application No. /
   Registration No.
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
United States
    	
 
    	
85/484,675
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
4,589,120
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
United States
    	
 
    	
86/043,958
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
4,607,022
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Argentina
    	
 
    	
3.434.857
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Australia
    	
 
    	
1489472
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
Australia
    	
 
    	
1607431
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Brazil
    	
 
    	
840579845
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Canada
    	
 
    	
1576839
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
TMA930,412
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Accepted - Declaration of Use Required
    	
 
    	
Canada
    	
 
    	
1664588
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Chile
    	
 
    	
1.168.266
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1.190.345
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Allowed
    	
 
    	
China
    	
 
    	
13364976
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
China
    	
 
    	
14052029
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Colombia
    	
 
    	
15202423
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Ecuador
    	
 
    	
2015-36280
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Europe
    	
 
    	
10858454
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
Europe
    	
 
    	
12623682
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
India
    	
 
    	
2543005
    


 











 

	
Trademark
    	
 
    	
Status
    	
 
    	
Country
    	
 
    	
Application No. /
   Registration No.
    
	
 
    	
 
    	
(objected)
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Pending
    	
 
    	
India
    	
 
    	
2684451
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Japan
    	
 
    	
2012-042755
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
5507673
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
Japan
    	
 
    	
2014-013119
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
5729874
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Mexico
    	
 
    	
1,649,550
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1595782
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Peru
    	
 
    	
630758
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Abandoned
    	
 
    	
Turkey
    	
 
    	
2012/44923
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Abandoned
    	
 
    	
Turkey
    	
 
    	
2014/14790
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Registered
    	
 
    	
Taiwan
    	
 
    	
101024566
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1543918
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT LOGO
    	
 
    	
Registered
    	
 
    	
Taiwan
    	
 
    	
103009459
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1675336
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Venezuela
    	
 
    	
12704-15
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPT
    	
 
    	
Pending
    	
 
    	
Vietnam
    	
 
    	
4-2015-22492
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LEPTREEV
    	
 
    	
Abandoned
    	
 
    	
United States
    	
 
    	
85/484,680
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Abandoned
    	
 
    	
United States
    	
 
    	
85/484,672
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Australia
    	
 
    	
1490035
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Accepted - Declaration of Use Required
    	
 
    	
Canada
    	
 
    	
1577140
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Europe
    	
 
    	
10874031
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Japan
    	
 
    	
2012-042756
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
5507674
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Korea
    	
 
    	
40-2012-29799
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
40-978892
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Turkey
    	
 
    	
2012/44934
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYMLEP
    	
 
    	
Registered
    	
 
    	
Taiwan
    	
 
    	
101025081
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1549982
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PAZLEP
    	
 
    	
Abandoned
    	
 
    	
United States
    	
 
    	
85/484,679
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PAZLEP
    	
 
    	
Registered
    	
 
    	
Europe
    	
 
    	
10874014
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Abandoned
    	
 
    	
Australia
    	
 
    	
1376822
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Abandoned
    	
 
    	
China
    	
 
    	
8899984
    


 











 

	
Trademark
    	
 
    	
Status
    	
 
    	
Country
    	
 
    	
Application No. /
   Registration No.
    
	
BY MY SIDE LOGO
    	
 
    	
Abandoned
    	
 
    	
China
    	
 
    	
8899984
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Abandoned
    	
 
    	
Europe
    	
 
    	
4202479
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Abandoned
    	
 
    	
Norway
    	
 
    	
200413023
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
237427
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Abandoned
    	
 
    	
Switzerland
    	
 
    	
50439/2005
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
533384
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Pending
    	
 
    	
United States
    	
 
    	
86/786,387
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE LOGO
    	
 
    	
Pending
    	
 
    	
United States
    	
 
    	
86/786,368
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE
    	
 
    	
Unfiled
    	
 
    	
Canada
    	
 
    	
TBD
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BY MY SIDE LOGO
    	
 
    	
Unfiled
    	
 
    	
Canada
    	
 
    	
TBD
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MYALEPTA
    	
 
    	
Pending
    	
 
    	
Europe
    	
 
    	
15338346
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LEPTOMET
    	
 
    	
Pending
    	
 
    	
Europe
    	
 
    	
15520547
    


 

Patents

 

	
Case
   Type
    	
 
    	
App Number
    	
 
    	
Pat
   Number
    	
 
    	
Application
   Status
    	
 
    	
Country Name
    
	
PCT
    	
 
    	
112013007385.3
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Brazil
    
	
PCT
    	
 
    	
2813038
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Canada
    
	
PCT
    	
 
    	
201180056939.4
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
China (People’s Republic)
    
	
PCT
    	
 
    	
201390474
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Eurasian Patent Organization
    
	
PCT
    	
 
    	
11833075.2
    	
 
    	
 
    	
 
    	
Published
    	
 
    	
European Patent Convention
    
	
REP
    	
 
    	
14101095.6
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Hong Kong
    
	
PCT
    	
 
    	
3351/DELNP/2013
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
India
    
	
PCT
    	
 
    	
2013-531786
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Japan
    
	
PCT
    	
 
    	
MX/A/2013/003472
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Mexico
    
	
CON
    	
 
    	
14/703523
    	
 
    	
 
    	
 
    	
Published
    	
 
    	
United States
    
	
PCT
    	
 
    	
112013007388.8
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Brazil
    
	
PCT
    	
 
    	
2813087
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Canada
    
	
PCT
    	
 
    	
201180057153.4
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
China (People’s Republic)
    
	
PCT
    	
 
    	
201390497
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Eurasian Patent Organization
    
	
PCT
    	
 
    	
11833080.2
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
European Patent Convention
    
	
REP
    	
 
    	
14101094.7
    	
 
    	
 
    	
 
    	
Published
    	
 
    	
Hong Kong
    
	
PCT
    	
 
    	
3199/DELNP/2013
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
India
    
	
PCT
    	
 
    	
2013-531789
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Japan
    
	
PCT
    	
 
    	
MX/A/2013/003482
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Mexico
    
	
CON
    	
 
    	
14/800537
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
United States
    


 











 

	
Case
   Type
    	
 
    	
App Number
    	
 
    	
Pat
   Number
    	
 
    	
Application
   Status
    	
 
    	
Country Name
    
	
PCT
    	
 
    	
14/129,793
    	
 
    	
 
    	
 
    	
Abandoned
    	
 
    	
United States
    
	
PCT
    	
 
    	
201280043718.8
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
China (People’s Republic)
    
	
PCT
    	
 
    	
12811361.0
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
European Patent Convention
    
	
REP
    	
 
    	
14109560.5
    	
 
    	
 
    	
 
    	
Published
    	
 
    	
Hong Kong
    
	
PCT
    	
 
    	
2014-520216
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
Japan
    
	
CON
    	
 
    	
14/837705
    	
 
    	
 
    	
 
    	
Pending
    	
 
    	
United States
    
	
PRO
    	
 
    	
62/154906
    	
 
    	
 
    	
 
    	
Unpublished
    	
 
    	
United States
    


 

Licenses

 

1.              License Agreement between Amylin Pharmaceuticals, Inc. and Amgen Inc., dated February 7, 2006 (as amended, supplemented, or otherwise modified from time to time).

 

2.              Material Cooperative Research and Development Agreement between the National Institutes of Diabetes and Digestive and Kidney Disease, an Institute of the National Institutes of Health, and Amgen Inc., ratified June 20, 2000, as amended by Amendment No. 1, signed October 31, 2001, and Amendment No. 2, dated March 27, 2003 (as amended, supplemented, or otherwise modified from time to time).

 

3.              Clinical Research Grant Agreement between the University of Texas Southwestern Medical Center at Dallas and Amgen Inc., dated July 24, 2000, as amended by Amendment No. 1, dated January 31, 2002 (as amended, supplemented, or otherwise modified from time to time).

 

4.              License Agreement between Shionogi & Co., Ltd and Amylin Pharmaceuticals, Inc., dated July 8, 2009 (as amended, supplemented, or otherwise modified from time to time).

 

5.              Letter Agreement between Amylin Pharmaceuticals, LLC and the University of Texas Southwestern Medical Center, dated December 23, 2014 (as amended, supplemented, or otherwise modified from time to time).