Strongbridge Biopharma plc (Form: 10-Q, Received: 08/04/2020 08:02:27)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2020

☐ 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 001-37569

Strongbridge Biopharma plc

(Exact name of Registrant as specified in its charter)

Ireland

98-1275166

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

900 Northbrook Drive

Suite 200

Trevose, PA 19053

(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: +1 610-254-9200

Securities Registered Pursuant to Section 12(b) of the Exchange Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Ordinary shares, par value $0.01 per share	SBBP	The Nasdaq Global Select Market

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐	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 ☒

As of July 28, 2020, there were 54,355,957 ordinary shares of the registrant issued and outstanding.

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TABLE OF CONTENTS


		Page
PART I.	Financial Information	1

Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	1
	Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2019	2
	Consolidated Statements of Stockholders’ Equity	3
	Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2020 and 2019	4
	Notes to the Unaudited Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II.	Other Information	24

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

SIGNATURES		29

Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q (this “Quarterly Report”) are referred to without the ^® and ^™ symbols, but absence of such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. The trademarks, trade names and service marks appearing in this Quarterly Report are the property of their respective owners.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRONGBRIDGE BIOPHARMA plc

Consolidated Balance Sheets

(In thousands, except share and per share data)

(unaudited)


	June 30,		December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	59,909	$	57,032
Marketable securities		—		21,072
Accounts receivable		2,885		2,289
Inventory		1,315		1,993
Prepaid expenses and other current assets		1,914		1,157
Total current assets		66,023		83,543
Property and equipment, net		248		291
Right of use asset, net		696		789
Intangible asset, net		22,599		25,110
Goodwill		7,256		7,256
Other assets		812		649
Total assets	$	97,634	$	117,638
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,957	$	3,331
Accrued and other current liabilities		17,363		20,962
Current portion of long-term debt, net		162		—
Total current liabilities		19,482		24,293
Long-term debt, net		6,841		—
Warrant liability		10,914		4,127
Supply agreement liability, noncurrent		11,556		15,947
Other long-term liabilities		972		1,080
Total liabilities		49,765		45,447
Commitments and contingencies (Note 8)
Stockholders’ equity:
Deferred shares, $1.098 par value, 40,000 shares authorized, issued and outstanding at June 30, 2020 and December 31, 2019		44		44
Ordinary shares, $0.01 par value, 600,000,000 shares authorized; 54,355,957 and 54,205,852 shares issued and outstanding at June 30, 2020 and December 31, 2019		544		542
Additional paid-in capital		337,734		332,085
Accumulated deficit		(290,453)		(260,483)
Accumulated other comprehensive income		—		3
Total stockholders’ equity		47,869		72,191
Total liabilities and stockholders’ equity	$	97,634	$	117,638

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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STRONGBRIDGE BIOPHARMA plc

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30				June 30,
	2020		2019		2020		2019
Revenues:
Net product sales	$	7,752	$	6,073	$	14,415	$	10,406
Royalty revenue		8		6		19		16
Total revenues		7,760		6,079		14,434		10,422

Cost and expenses:
Cost of sales (excluding amortization of intangible asset)	$	393	$	1,022	$	1,362	$	1,835
Selling, general and administrative		9,638		12,182		20,041		24,282
Research and development		6,152		8,739		13,704		15,322
Amortization of intangible asset		1,255		1,255		2,511		2,511
Total cost and expenses		17,438		23,198		37,618		43,950
Operating loss		(9,678)		(17,119)		(23,184)		(33,528)
Other (expense) income, net:
Unrealized (loss) gain on fair value of warrants		(7,367)		8,697		(6,787)		6,877
Income from field services agreement		—		1,725		—		3,741
Expense from field services agreement		—		(1,758)		—		(3,987)
Interest expense		(253)		—		(253)		—
Other income, net		26		608		254		1,293
Total other (expense) income, net		(7,594)		9,272		(6,786)		7,924
Loss before income taxes		(17,272)		(7,847)		(29,970)		(25,604)
Income tax expense		—		(400)		—		(1,077)
Net loss	$	(17,272)	$	(8,247)		(29,970)		(26,681)
Other comprehensive income
Unrealized loss on marketable securities		(6)		—		(3)		—
Comprehensive loss	$	(17,278)	$	(8,247)	$	(29,973)	$	(26,681)

Net loss attributable to ordinary shareholders:
Basic	$	(17,272)	$	(8,247)	$	(29,970)	$	(26,681)
Diluted	$	(17,272)	$	(16,944)	$	(29,970)	$	(33,558)
Net loss per share attributable to ordinary shareholders:
Basic	$	(0.32)	$	(0.15)	$	(0.55)	$	(0.49)
Diluted	$	(0.32)	$	(0.30)	$	(0.55)	$	(0.60)
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders:
Basic		54,302,325		54,175,731		54,266,675		54,165,439
Diluted		54,302,325		55,781,078		54,266,675		56,262,936

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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STRONGBRIDGE BIOPHARMA plc

Consolidated Statement of Stockholders’ Equity

(In thousands, except share amounts)

(unaudited)



							Additional				Accumulated Other		Total
	Ordinary Shares			Deferred Shares			Paid-In		Accumulated		Comprehensive		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Gain		Equity
Balance—March 31, 2019	54,167,948	$	542	40,000	$	44	$	325,863	$	(229,466)		—	$	96,983
Net loss	—		—	—		—		—		(8,247)		—		(8,247)
Stock-based compensation	—		—	—		—		2,572		—		—		2,572
Exercise of stock options	4,113		*	—		—		12		—		—		12
Ordinary shares issued, net of shares withheld for employee taxes	14,207		*	—		—		(31)		—		—		(31)
Balance—June 30, 2019	54,186,268	$	542	40,000	$	44	$	328,416	$	(237,713)		—	$	91,289

Balance—December 31, 2018	54,122,074	$	541	40,000	$	44	$	323,402	$	(211,032)		—	$	112,955
Net loss	—		—	—		—		—		(26,681)		—		(26,681)
Stock-based compensation	—		—	—		—		4,895		—		—		4,895
Exercise of stock options	43,841		1	—		—		178		—		—		179
Ordinary shares issued, net of shares withheld for employee taxes	20,353		*	—		—		(59)		—		—		(59)
Balance—June 30, 2019	54,186,268	$	542	40,000	$	44	$	328,416	$	(237,713)		—	$	91,289

Balance—March 31, 2020	54,247,501	$	542	40,000	$	44	$	333,768	$	(273,181)		6	$	61,179
Net loss	—		—	—		—		—		(17,272)		—		(17,272)
Stock-based compensation	—		—	—		—		1,773		—		—		1,773
Issuance of warrants and beneficial conversion feature related to the Loan Agreement	—		—	—		—		2,457		—		—		2,457
Ordinary shares issued, net of shares withheld for employee taxes	108,456		2					(264)						(262)
Unrealized loss on marketable securities	—		—	—		—				—		(6)		(6)
Balance—June 30, 2020	54,355,957	$	544	40,000	$	44	$	337,734	$	(290,453)		—	$	47,869

Balance—December 31, 2019	54,205,852	$	542	40,000	$	44	$	332,085	$	(260,483)		3	$	72,191
Net loss	—		—	—		—		—		(29,970)		—		(29,970)
Stock-based compensation	—		—	—		—		3,524		—		—		3,524
Issuance of warrants and beneficial conversion feature related to the Loan Agreement	—		—	—		—		2,457		—		—		2,457
Ordinary shares issued, net of shares withheld for employee taxes	150,105		2	—		—		(332)		—		—		(330)
Unrealized loss on marketable securities			—	—		—		—		—		(3)		(3)
Balance—June 30, 2020	54,355,957	$	544	40,000	$	44	$	337,734	$	(290,453)		—	$	47,869

* Represents an amount less than $1.

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The accompanying notes are an integral part of these unaudited consolidated financial statements.

STRONGBRIDGE BIOPHARMA plc

Consolidated Statements of Cash Flow

(In thousands)

(unaudited)


	Six Months Ended
	June 30,
	2020		2019
Cash flows from operating activities:
Net loss	$	(29,970)	$	(26,681)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		6,787		(6,877)
Stock-based compensation		3,524		4,895
Amortization of intangible asset		2,511		2,511
Accretion of discounts on marketable securities		(53)		(71)
Depreciation		43		36
Changes in operating assets and liabilities:
Accounts receivable		(596)		(4,717)
Inventory		294		393
Prepaid expenses and other current assets		(757)		1,782
Other assets		314		(1,166)
Accounts payable		(1,374)		285
Accrued and other liabilities		(8,098)		(6,873)
Net cash used in operating activities		(27,375)		(36,483)
Cash flows from investing activities:
Purchases of property and equipment		—		(33)
Purchases of marketable securities		—		(27,939)
Maturities of marketable securities		21,122		—
Net cash provided by (used in) investing activities		21,122		(27,972)
Cash flows from financing activities:
Proceeds from long-term debt, net		9,460		—
Proceeds from exercise of stock options		—		180
Payments related to tax withholding for net-share settled equity awards		(330)		(59)
Net cash provided by financing activities		9,130		121
Net increase (decrease) in cash and cash equivalents		2,877		(64,334)
Cash and cash equivalents—beginning of period		57,032		122,490
Cash and cash equivalents—end of period	$	59,909	$	58,156
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	118	$	—
Income taxes other, net of refunds	$	531	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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STRONGBRIDGE BIOPHARMA plc

Notes to Unaudited Consolidated Financial Statements

1. Organization

We are a global, commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs.

Our first commercial product is Keveyis (dichlorphenamide), the first and only treatment approved by the U.S. Food and Drug Administration (the “FDA”) for hyperkalemic, hypokalemic, and related variants of primary periodic paralysis (“PPP”), a group of rare hereditary disorders that cause episodes of muscle weakness or paralysis.

We have two clinical-stage product candidates for rare endocrine diseases, Recorlev and veldoreotide. Recorlev (levoketoconazole) is a cortisol synthesis inhibitor currently being studied for the treatment of endogenous Cushing's syndrome. Veldoreotide is a next-generation somatostatin analog being investigated for potential applications in conditions amenable to somatostatin receptor activation, such as acromegaly. Both levoketoconazole and veldoreotide have received orphan designation from the FDA and the European Medicines Agency (“EMA”).

In January 2018, Strongbridge Ireland Limited, one of our wholly-owned subsidiaries, acquired the U.S. and Canadian rights to Macrilen (macimorelin), the first and only oral drug approved by the FDA for the diagnosis of patients with adult growth hormone deficiency. We launched Macrilen in the United States in July 2018. In December 2018, we sold Strongbridge Ireland Limited to Novo Nordisk Healthcare AG (“Novo”) for $145 million plus the right to receive tiered royalties on net sales of Macrilen through 2027. In addition, Strongbridge U.S. Inc., another of our wholly-owned subsidiaries, entered into an agreement with Novo Nordisk Inc. (“NNI”), a subsidiary of Novo, pursuant to which NNI funded the costs of 23 of our field-based employees to provide full-time ongoing services to NNI, including the promotion of Macrilen in the United States, for a period of three years. Novo also purchased 5.2 million of our ordinary shares at a purchase price of $7.00 per share. In December 2019, we reached an agreement with Novo to terminate the services agreement. We received a $6 million payment in connection with such termination and we no longer provide services to Novo.

Liquidity

We believe that our cash and cash equivalents of $59.9 million at June 30, 2020, will be sufficient to allow us to fund planned operations for at least 12 months beyond the issuance date of these unaudited consolidated financial statements.

We may never achieve profitability, and unless and until we do, we will continue to need to raise additional capital. We plan to continue to fund our operations and capital funding needs through equity or debt financing along with revenues from Keveyis. There can be no assurances, however, that additional funding will be available on terms acceptable to us.

2. Summary of significant accounting policies and basis of presentation

Basis of presentation

These unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). The unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the operating results and financial position for the periods presented.

The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures in the consolidated

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financial statements. Actual results could differ from those estimates. Results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

These unaudited consolidated financial statements should be read in conjunction with the accounting policies and notes to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission on February 28, 2020 (the “2019 Annual Report”). Our significant accounting policies are described in Note 2 of the notes to the audited consolidated financial statements included in our 2019 Annual Report. Since the date of those financial statements, there have been no changes to our significant accounting policies.

Reclassifications

The consolidated financial statements contain certain reclassifications within our consolidated statements of cash flow for the six months ended June 30, 2019 due to an immaterial incorrect classification of investments in marketable securities and the related impact on investing activities.

Leases

We account for leases in accordance with Accounting Standards Codification Topic 842, Leases (“ASC 842”). We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to us the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) we have the right to control the use of the identified asset.

Operating leases where we are the lessee are included in Right of use (“ROU”) assets and Accrued and other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date.

Key estimates and judgments include how we determined (1) the discount rate we use to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.

ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

The lease term for all of our leases includes the noncancellable period of the lease. Lease payments included in the measurement of the lease asset or liability are comprised of our fixed payments.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date less any lease incentives received.

For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

We monitor for events or changes in circumstances that require a reassessment of a lease. If a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.

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We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all of our other leases.

Cash, cash equivalents and marketable securities

We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of account balances at banks and money market accounts, respectively.

We occasionally invest our excess cash balances in marketable debt securities of highly rated financial institutions. We seek to diversify our investments and limit the amount of investment concentrations for individual institutions, maturities and investment types. We classify marketable debt securities as available-for-sale and, accordingly, record such securities at fair value. We classify these securities as current assets as these investments are intended to be available to us for use in funding current operations. There were no marketable securities as of June 30, 2020.

Unrealized gains and losses on marketable debt securities are recorded as a separate component of Accumulated other comprehensive income (loss) included in stockholders’ equity.

Segment information

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. We view our operations and manage our business in one operating segment.

Net loss per share

Basic net loss per share is calculated by dividing the net loss attributable to shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to shareholders by the weighted-average number of ordinary shares outstanding for the period, including any dilutive effect from outstanding stock options or other equity-based awards. Shares used in the diluted net loss per share calculations exclude anti-dilutive ordinary share equivalents, which currently consist of outstanding stock options, unvested restricted stock units (“RSUs”) and equity-classified warrants.

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of June 30, 2020 and 2019, as they would be anti-dilutive:


	June 30,
	2020		2019
Warrants		7,100,643		1,803,253
Stock options issued and outstanding		10,499,222		10,241,158
Unvested RSUs		1,090,300		964,850

Recent accounting pronouncements – not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to measure and recognize expected credit losses for certain financial instruments, including trade receivables, as an allowance that reflects the entity's current estimate of credit losses expected to be incurred. For available-for-sale debt securities with unrealized losses, the standard requires allowances to be recorded through net income instead of directly reducing the amortized cost of the investment under the

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current other-than-temporary impairment model. The standard is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. We do not expect the adoption of this standard to have a significant impact on our financial statements or internal controls.

3. Revenue recognition

Product sales, net

We sell Keveyis to one specialty pharmacy provider (the “Customer”), who is the exclusive distributor of Keveyis in the United States. The Customer subsequently resells Keveyis to patients, most of whom are covered by payors that may provide for government-mandated or privately negotiated rebates with respect to the purchase of Keveyis.

Revenues from sales of Keveyis are recognized when we satisfy a performance obligation by transferring control of the product to the Customer. Transfer of control occurs upon receipt of the product by the Customer. We expense incremental costs related to the set-up of contracts with the Customer when incurred, as these costs do not meet the criteria for capitalization.

Reserves for variable consideration

Revenues from sales of Keveyis are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and that result from rebates, co-pay assistance and other allowances that are offered between us and the patients’ payors. There is no variable consideration reserve for returns as we do not accept returns of Keveyis. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the Customer) or a current liability (if the amount is payable to a party other than the Customer). Where appropriate, these estimates may take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as our historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from our estimates. We reassess our estimates on an ongoing basis. If actual results in the future vary from our estimates, we will adjust our estimates. Any such adjustments would affect net product revenue and earnings in the period such variances become known.

Trade Discount: We provide the Customer with a discount that is explicitly stated in our contract and is recorded as a reduction of revenue in the period the related product revenue is recognized. In addition, we receive sales order management, data and distribution services from the Customer. To the extent the services received are distinct from our sale of Keveyis to the Customer, these payments are classified in Selling, general and administrative expenses in our consolidated statement of operations and comprehensive loss.

Funded Co-pay Assistance Program: We contract with a third-party to manage the co-pay assistance program intended to provide financial assistance to qualified insured patients. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that we expect to receive associated with Keveyis that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. These payments are consideration payable to the Customer and the related reserve is recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses on the consolidated balance sheet.

Government Rebates: We are subject to discount obligations under state Medicaid programs and Medicare. We estimate our Medicaid and Medicare rebates for the estimated patient mix. These reserves are recorded in the same

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period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability, which is included in accrued expenses on the consolidated balance sheet. For Medicaid, accruals are based on estimates of future Medicaid beneficiary utilization applied to the Medicaid unit rebate formula established by the Center for Medicaid and Medicare Services. Manufacturers of pharmaceutical products are responsible for 70% of the patient’s cost of branded prescription drugs related to the Medicare Part D Coverage Gap. In order to estimate the cost to us of this Medicare coverage gap responsibility, we estimate the number of patients in the prescription drug coverage gap for whom we will owe an additional liability under the Medicare Part D program. Our liability for these rebates consists of estimates of claims for the current quarter and estimated future claims that will be made for Keveyis that have been recognized as revenue, but remains in the Customer’s inventory at the end of each reporting period.

Temporary Supply and Patient Assistance Programs: We provide free Keveyis to uninsured patients who satisfy pre-established criteria for either the Temporary Supply Program or the Patient Assistance Program. Patients who meet the Temporary Supply Program eligibility criteria may receive a temporary supply of free Keveyis for no more than sixty days while there is a determination of the patient’s third-party insurance, prescription drug benefit or other third-party coverage for Keveyis. The Patient Assistance Program provides free Keveyis for up to twelve months to uninsured patients who satisfy pre-established criteria for financial need. We do not recognize any revenue related to these free products and the associated costs are classified in selling, general and administrative expenses in our consolidated statements of operations and comprehensive loss.

4. Fair value measurement

We follow FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. Because of their short-term nature, the amounts reported in the balance sheet for cash and accounts payable approximate fair value.

The guidance requires fair value measurements to maximize the use of “observable inputs.” The three-level hierarchy of inputs to measure fair value are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Because of their short-term nature, the amounts reported in the balance sheet for cash and accounts payable approximate fair value.

Level 2: Significant observable inputs other than Level 1 prices such as quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The fair values of the outstanding warrants were measured using the Black-Scholes option-pricing model. Inputs used to determine estimated fair value of the warrant liabilities include the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, risk-free interest rates, and the expected volatility of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities were the volatility rate and the estimated term of the warrants. Generally, increases and decreases in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement.

We did not have any transfers between the different levels.

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The following table presents our assets and liabilities that are measured at fair value on a recurring basis for the periods presented (in thousands):


	As of June 30, 2020
	Level I		Level II		Level III		Total
Cash equivalents		58,966		—		—		58,966
Marketable securities		—		—		—		—
Total assets	$	58,966	$	—	$	—	$	58,966
Warrant liability		—		—		10,914		10,914
Total liabilities	$	—	$	—	$	10,914	$	10,914


	As of December 31, 2019
	Level I		Level II		Level III		Total
Cash equivalents		56,544		—		—		56,544
Marketable securities		—		21,072		—		21,072
Total assets	$	56,544	$	21,072	$	—	$	77,616
Warrant liability		—		—		4,127		4,127
Total liabilities	$	—	$	—	$	4,127	$	4,127

The following table presents a reconciliation of our level 3 warrant liability (in thousands):


		As of June 30, 2020
Balance as of December 31, 2019	$	4,127
Unrealized loss on fair value of warrants for six months ended June 30, 2020		6,787
Balance as of June 30, 2020	$	10,914

5. Intangible asset and goodwill

The following represents the balance of our intangible asset and goodwill as follows (in thousands):


	As of June 30, 2020
	Beginning of Period		Amortization		End of Period
Keveyis	$	25,110	$	(2,511)	$	22,599
Goodwill		7,256		—		7,256
Total	$	32,366	$	(2,511)	$	29,855

Our finite-lived intangible asset consists of acquired developed product rights obtained from our acquisition of Keveyis (dichlorphenamide) from a subsidiary of Taro Pharmaceutical Industries Ltd. (“Taro”).

Pursuant to the terms of the Asset Purchase Agreement and Supply Agreement that we entered into with Taro in December 2016, we paid Taro an upfront payment in two installments of $1 million in December 2016 and $7.5 million in March 2017, and will pay an aggregate of $7.5 million in potential milestones upon the achievement of certain product sales targets. Taro has agreed to continue to manufacture Keveyis for us under an exclusive supply agreement through the orphan exclusivity period. We are obligated to purchase certain annual minimum amounts of product totaling approximately $29 million over a six-year period. We have concluded that the supply price payable by us exceeds fair value and, therefore, have used a discounted cash flow method with a probability assumption to value the payments in excess of fair value at $29.3 million, for which we have recorded an intangible asset and corresponding liability. This liability is being reduced as we purchase inventory over the term of the Supply Agreement that we entered into with Taro. In addition, we incurred transaction costs of $2.4 million. The transaction resulted in the recording of an intangible asset of $40.2 million. This asset is being amortized over an eight-year period using the straight-line method.

We recorded amortization expense of $1.3 million and $2.5 million for the three and six months ended June 30, 2020 and 2019, respectively.

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6. Long-term debt

On May 19, 2020 (the “Closing Date”), Strongbridge Biopharma plc (“Strongbridge”), along with Strongbridge U.S. Inc., Cortendo AB (publ) and Strongbridge Dublin Limited, each a subsidiary of Strongbridge (the “Subsidiaries,” and together with Strongbridge, the “Company”), entered into a $30 million Term Loan Agreement (the “Loan Agreement”) with Avenue Venture Opportunities Fund L.P. (“Avenue”), as administrative agent and collateral agent, and the lenders named therein and from time to time a party thereto (the “Lenders”). Pursuant to the terms of the Loan Agreement, Strongbridge U.S. Inc. (the “Borrower”) borrowed $10 million (the “Initial Loan”) from the Lenders at closing.

The Borrower may borrow up to two additional tranches of $10 million under the Loan Agreement. The first $10 million tranche (the “Second Loan”) is available between October 1, 2020 and December 31, 2020 if Strongbridge achieves positive top-line data for RECORLEV in its Phase 3 LOGICS clinical trial. The second $10 million tranche (the “Third Loan” and, together with the Initial Loan and the Second Loan, the “Loans”) is available between October 1, 2021 and March 31, 2022 if Strongbridge achieves FDA approval of RECORLEV and subject to Avenue’s investment committee approval.

The Loan Agreement has a four-year term, no minimum revenue or cash balance financial covenants and an interest-only period of up to 36 months assuming the Company achieves positive top-line data for RECORLEV in its Phase 3 LOGICS clinical trial and the Company receives FDA approval of RECORLEV. The Borrower paid a commitment fee of $200,000 (1% of the amounts of the Initial Loan and the Second Loan).

Amounts borrowed under the Loan Agreement accrue interest at a floating rate per annum (based on a year of 365 days) equal to the sum of (a) the greater of (x) the Prime Rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, and (y) 3.25%, plus (b) 6.75%. Accrued interest is payable in advance on the first day of each month and on the maturity date; provided however that no principal payments are required for the first 12 months (which the period is extended for up to 36 months subject to the satisfaction of certain conditions under the Loan Agreement). The Borrower is also required to pay the Lenders a final payment fee upon repayment or prepayment of the Loans in accordance with the terms and conditions of the Loan Agreement. The interest rate as of June 30, 2020 was 10%.

The Borrower may prepay all or a portion of the outstanding principal amount of any Loans outstanding under the Loan Agreement at any time upon prior notice to the Lenders subject to a prepayment premium (which reduces after the first year) and the payment of the pro rata portion of the final payment fee (to the extent not already paid) based on the amount of Loans being prepaid. In certain circumstances, including a change of control and certain asset sales or licensing transactions, the Borrower may be required to prepay all or a portion of the Loans outstanding, and, to the extent required under the terms of the Loan Agreement, the applicable prepayment premium and final payment fee.

In connection with the execution of the Loan Agreement, Strongbridge issued warrants to the Lenders to purchase an aggregate of 267,390 ordinary shares at an exercise price (the “Exercise Price”) equal to the lower of (i) $1.87 (which is equal to the five-day volume weighted average price as of the trading day immediately prior to execution of the financing agreement) or (ii) the effective price of any bona fide equity financing prior to December 31, 2020 (subject to certain adjustments described in the Warrant). The Warrant will be exercisable, in full or in part, at any time prior to five years following the issue date and contains customary provisions for assumption or exchange upon a change of control or a sale of all or substantially all of the assets of the Company. We have accounted for these warrants as equity, and the fair value is recorded into Additional paid-in capital.

Avenue has the right to convert up to $3 million of the aggregate principal amount of any loans outstanding under the Loan Agreement into Strongbridge ordinary shares at a price per share of the lower of (a) $2.24, or (b) 20% above the effective price of any bona fide equity financing of Strongbridge prior to December 31, 2020, subject to the terms and conditions described in the Loan Agreement. We have accounted for this beneficial conversion feature, and the fair value is recorded into Additional paid-in capital.

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Future principal payments due under the Loan Agreement, if the interest payment only period is not extended are as follows (in thousands):


	Principal
	Payments

2020		—
2021		1,944
2022		3,333
2023		3,333
2024		1,390
Total future payments	$	10,000

7. Accrued and other current liabilities

Accrued and other current liabilities consist of the following (in thousands):


	June 30,		December 31,
	2020		2019
Consulting and professional fees	$	4,934	$	4,335
Supply agreement - current portion		4,391		2,773
Accrued sales allowances		2,350		2,990
Employee compensation		2,511		4,452
Accrued taxes		1,361		1,892
Severance		580		2,968
Lease liability - current portion		394		374
Accrued royalties		301		806
Other		541		372
Total accrued and other current liabilities	$	17,363	$	20,962

8. Commitments and contingencies

(a) Commitments to Taro Pharmaceuticals Industries Ltd.

In December 2016, we acquired the U.S. marketing rights to Keveyis (dichlorphenamide) from Taro. Under the terms of the Asset Purchase Agreement, we paid Taro an upfront payment in two installments of $1 million in December 2016 and $7.5 million in March 2017, and will pay an aggregate of $7.5 million in potential milestones upon the achievement of certain product sales targets. Taro has agreed to continue to manufacture Keveyis for us under an exclusive supply agreement through the orphan exclusivity period. We are obligated to purchase certain annual minimum amounts of product totaling approximately $29 million over a six-year period. As of June 30, 2020, our remaining obligation was $19.0 million. Our Supply Agreement with Taro may extend beyond the orphan exclusivity period unless terminated by either party pursuant to the terms of the agreement. If terminated by Taro at the conclusion of the orphan exclusivity period, we have the right to manufacture the product on our own or have the product manufactured by a third party on our behalf. We are also required to reimburse Taro for its royalty obligation resulting from its sale of Keveyis to us.

(b) Indemnifications

In the ordinary course of business and in connection with the sale of assets and businesses and other transactions, we often indemnify our counterparties against certain liabilities that may arise in connection with the transaction or that are related to events and activities prior to or following a transaction, such as breaches of contracts, unfavorable tax consequences and employee liabilities. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we may be required to reimburse the loss and such amount could be material to our consolidated financial statements. Where appropriate, the obligation for such indemnifications is recorded as a liability. Because the amount of these types of indemnifications generally is not specifically stated, the overall

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maximum amount of the obligation under such indemnifications cannot be reasonably estimated. However, we believe that the likelihood of a material liability being triggered under these indemnification obligations is not probable at this time.

9. Taxes

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts and tax bases of assets and liabilities and operating loss carryforwards and other attributes using enacted rates expected to be in effect when those differences reverse. Valuation allowances are provided against deferred tax assets that are not more likely than not to be realized.

We assess our ability to realize deferred tax assets. Changes in future earnings projections, among other factors, may cause us to adjust our valuation allowance on deferred tax assets. Any such adjustments would impact our income tax expense in the period in which it is determined that these factors have changed.

We did not incur income any tax expense for the three and six months ended June 30, 2020.

CARES Act

The CARES Act allows companies to defer payments of employer Social Security payroll taxes that are otherwise owed for wage payments made after March 27, 2020 through December 31, 2020. Fifty percent of the taxes deferred are required to be paid by December 31, 2021 with the remaining fifty percent required to be paid by December 31, 2022. As of June 30, 2020, we have accrued $100,000 of Social Security payroll taxes that will be deferred under the CARES Act. We expect to continue to defer payroll taxes through the end of the year and pay them as described above.

10. Warrants

Warrants

Our outstanding warrants as of June 30, 2020 are as follows:


								Warrants
								Outstanding
		Exercise			Expiration	Warrants	Warrants	June 30,
	Classification	Price			Date	Issued	Exercised	2020
Warrants in connection with private equity placement	Liability	$	2.50		6/28/2022	7,000,000	(1,970,000)	5,030,000
Warrants in connection with Horizon and Oxford loan agreement	Equity	$	2.45		12/28/2026	428,571	(267,857)	160,714
Warrants in connection with CRG loan agreement	Equity	$	7.37		7/14/2024	394,289	—	394,289
Warrants in connection with CRG loan amendment in January 2018	Equity	$	10.00		1/16/2025	1,248,250	—	1,248,250
Warrants in connection with Avenue Capital loan agreement	Equity	$	1.87	⁽¹⁾	5/19/2025	267,390	—	267,390
						9,338,500		7,100,643

(1)	Exercise price is lower of (i) $1.87 per share or (ii) the effective price of any bona fide equity financing prior to December 31, 2020.

11. Stock-based compensation

Our board of directors has adopted the 2017 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards to new employees. The purpose of the Inducement Plan is to attract valued

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employees by offering them a greater stake in our success and a closer identity with us, and to encourage ownership of our ordinary shares by such employees. The Inducement Plan became effective on February 23, 2017. As of June 30, 2020, 1,373,903 shares are available for issuance pursuant to the Inducement Plan.

Our board of directors has adopted, and our shareholders have approved, the 2015 Equity Compensation Plan (the “2015 Plan”). The 2015 Plan provides for the grant of incentive stock options to our employees and any parent or subsidiary corporation’s employees, and for the grant of nonstatutory stock options, stock awards, and RSUs to our employees, directors and consultants and our parent or subsidiary corporations’ employees and consultants. The 2015 Plan became effective on September 3, 2015. As of June 30, 2020, 332,429 shares are available for issuance pursuant to the 2015 Plan.

Our board of directors has adopted, and our shareholders have approved, the Non-Employee Director Equity Compensation Plan (the “Non-Employee Director Plan”). The Non-Employee Director Plan provides for the grant of nonstatutory stock options, stock awards, and RSUs to our non-employee directors. The Non-Employee Director Plan became effective on September 3, 2015. As of June 30, 2020, 71,029 shares are available for issuance pursuant to the Non-Employee Director Plan.

A summary of our outstanding stock options as of June 30, 2020 is as follows:


	Options Outstanding
				Weighted-
				Average
		Weighted-		Remaining
		Average		Contractual
	Number of	Exercise		Term	Aggregate
	Shares	Price		(Years)	Intrinsic Value
					(in thousands)
Outstanding—January 1, 2020	9,192,684	$	6.58	5.96	$	164
Granted	2,480,500	$	2.93
Forfeited and cancelled	(1,173,962)	$	10.49
Exercised	—	$	—
Outstanding—June 30, 2020	10,499,222	$	5.28	6.88	$	4,650
Vested and exercisable—June 30, 2020	5,648,268	$	6.67	5.33	$	1,400

Stock-based compensation expense

We recognized stock-based compensation expense for employees and directors for stock options and RSUs as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Selling, general and administrative	$	1,280	$	1,981	$	2,550	$	3,792
Research and development		493		591		974		1,103
Total stock-based compensation	$	1,773	$	2,572	$	3,524	$	4,895

As of June 30, 2020, the total unrecognized compensation expense related to unvested stock options is $11.2 million, which we expect to recognize over an estimated weighted-average period of 2.70 years.

In determining the estimated fair value of our service-based awards, we use the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment.

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The fair value of our service-based awards that were granted during the six months period ending June 30, 2020 and 2019 was estimated with the following assumptions:


	Six Months Ended
	June 30,
	2020	2019
Expected term (in years)	6.08	6.10
Risk-free interest rate	.45%-1.48%	1.98%-2.61%
Expected volatility	78.15%-80.74%	78.70%-85%
Dividend rate	—%	—%

Restricted stock units

We grant RSUs to employees and to members of our board of directors. RSUs that are granted to employees vest two years from the date of issuance, provided that the employee is employed by us on such vesting date. RSUs that are granted to directors, vest on the one-year anniversary of the grant date, provided that the director continues to serve as a member of the board of directors continuously from the grant date through such one-year anniversary. All RSUs will fully vest upon a change of control of our company. If and when the RSUs vest, we will issue one ordinary share for each whole RSU that has vested, subject to satisfaction of the employee’s or director’s tax withholding obligations. The RSUs will cease to be outstanding upon the issuance of ordinary shares upon vesting. We recorded expense related to RSUs, which is included in the stock-based compensation table above, of $498,000 and $533,000 for the three months ended June 30, 2020 and 2019, respectively, and $1 million and $771,000 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the total unrecognized compensation expense related to unvested RSUs is $2.0 million, which we expect to recognize over an estimated weighted-average period of 1.29 years.

A summary of our unvested RSUs as of June 30, 2020 is as follows:


		Number of
		Shares
Outstanding—January 1, 2020		791,350
Granted		595,150
Forfeited		(35,200)
Vested		(261,000)
Unvested—June 30, 2020		1,090,300

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our interim unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on 10-Q (this “Quarterly Report”) and the audited financial statements and related notes for the year ended December 31, 2019 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations that are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 28, 2020. As used in this Quarterly Report, unless the context suggests otherwise, “we,” “us,” “our,” or “Strongbridge” refer to Strongbridge Biopharma plc.

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, prospective products, size of market or patient population, plans, objectives of management, expected market growth and the anticipated effects of the coronavirus (COVID-19) pandemic on our business, operating results and financial condition are forward-looking

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statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2019 Annual Report on Form 10-K and Part II, Item 1A of this Quarterly Report, in each case under the heading “Risk Factors.” In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Quarterly Report except as required by law. You should also read carefully the factors described in the “Risk Factors” section of our 2019 Annual Report and this Quarterly Report to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Overview

We are a global, commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs.

We have two clinical-stage product candidates for rare endocrine diseases, Recorlev and veldoreotide. Recorlev (levoketoconazole) is a cortisol synthesis inhibitor currently being studied for the treatment of endogenous Cushing's syndrome. Veldoreotide is a next-generation somatostatin analog being investigated for potential applications in conditions amenable to somatostatin receptor activation. Both levoketoconazole and veldoreotide have received orphan designation from the FDA and the European Medicines Agency (“EMA”).

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Recent Developments

On July 2, 2020, our board of directors appointed John H. Johnson to the position of Chief Executive Officer, effective immediately.

In June 2020, we conducted a pre-NDA meeting with the Division of General Endocrinology (DGE) of the FDA to review plans relating to our proposed NDA submission for Recorlev, with an anticipated submission date approximately 6 months following disclosure of topline results from the LOGICS study. Based on feedback received from DGE during this meeting, we believe that the LOGICS and SONICS study results together will provide a sufficient clinical-studies basis for a substantive review of an NDA and that it will be a review issue as to whether the data will be sufficient to support approval of the NDA. There can be no assurance that DGE will determine that the totality of data included in the NDA, including the results from our SONICS and LOGICS studies, will be sufficient to warrant approval of the NDA for Recorlev.

COVID-19

COVID-19 emerged in Asia at the end of calendar year 2019. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption in the financial markets.

While the COVID-19 pandemic did not have a material impact on our business, financial condition or results of operations for the six months ended June 30, 2020, we have experienced business disruptions as a result of the outbreak. For example, most of our corporate employees are currently working remotely from home, we have suspended all commercial air and train travel for business, and any other employee travel is done in accordance with the state and local guidelines. In addition, our field teams have had limited access to visit physicians.

We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. However, at this time, it is difficult to predict how long the potential operational impacts of COVID-19 will remain in effect or to what degree they will impact our operations and financial results. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition, as well as our ability to execute our business strategies and initiatives in their respective expected time frames.

Financial Operations Overview

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

Product Sales, net

Revenues from sales of our products are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and that result from rebates, co-pay assistance and other allowances that are offered by us and the patients’ payors. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to our customer) or a current liability (if the amount is payable to a party other than our customer). Where appropriate, these estimates may take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as our historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. For a complete discussion of accounting for net product revenue, see Note 3, "Revenue recognition" to our consolidated financial statements.

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Cost of Sales

Cost of sales includes third-party acquisition costs, third-party warehousing and product distribution charges.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include personnel costs, costs for outside professional services and other allocated expenses. Personnel costs consist of salaries, bonuses, benefits, travel and stock-based compensation. Outside professional services consist of legal, accounting and audit services, commercial evaluation and strategy services, sales, market access, marketing, investor relations, public relations, recruiting and other consulting services.

Research and Development Expenses

We expense all research and development costs as incurred. Our research and development expenses consist primarily of costs incurred in connection with the development of our product candidates, including:

●

personnel-related costs, such as salaries, bonuses, benefits, travel and other related expenses, including stock-based compensation;

●

expenses incurred under our agreements with contract research organizations (CROs), clinical sites, contract laboratories, medical institutions and consultants that plan and conduct our preclinical studies and clinical trials. We recognize costs for each grant project, preclinical study or clinical trial that we conduct based on our evaluation of the progress to completion, including the use of information and data provided to us by our external research and development vendors and clinical sites;

●

costs associated with regulatory filings; and

●

costs of acquiring preclinical study and clinical trial materials, and costs associated with formulation, process development and statistical analysis.

We do not allocate personnel-related research and development costs, including stock-based compensation or other indirect costs, to specific programs, as they are deployed across multiple projects under development.

Amortization of Intangible Asset

Amortization of intangible asset relates to the amortization of our product rights to Keveyis. This intangible asset is being amortized over an eight-year period using the straight-line method.

Other Income (Expense), Net

Other income (expense), net, consists of unrealized loss or gain on the remeasurement of the fair value of the warrant liability, interest income generated from our cash, cash equivalents and marketable securities, foreign exchange gains and losses and gains and losses on investments. In 2019, we recorded income and expenses relating to our service agreement with NNI to fund the costs of 23 of our field-based employees who provided full-time ongoing services to NNI, including the promotion of Macrilen in the United States.

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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We believe there have been no significant changes in our critical accounting policies and significant judgments and estimates as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2019 Annual Report.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2020 and 2019.

The following table sets forth our results of operations for the three and six months ended June 30, 2020 and 2019.


	Three Months Ended						Six Months Ended
	June 30,				Change		June 30,				Change
	2020		2019		$		2020		2019		$

	(in thousands)						(in thousands)
Revenues:
Net product sales	$	7,752	$	6,073	$	1,679	$	14,415	$	10,406	$	4,009
Royalty revenues		8		6		2		19		16		3
Total revenues		7,760		6,079		1,681		14,434		10,422		4,012

Cost and operating expenses:
Cost of sales (excluding amortization of intangible asset)	$	393	$	1,022	$	(629)	$	1,362	$	1,835	$	(473)
Selling, general and administrative		9,638		12,182		(2,544)		20,041		24,282		(4,241)
Research and development		6,152		8,739		(2,587)		13,704		15,322		(1,618)
Amortization of intangible asset		1,255		1,255		—		2,511		2,511		—
Total cost and expenses		17,438		23,198		(5,760)		37,618		43,950		(6,332)
Operating loss		(9,678)		(17,119)		7,441		(23,184)		(33,528)		10,344
Other (expense) income, net		(7,594)		9,272		(16,866)		(6,786)		7,924		(14,710)
Loss before income taxes		(17,272)		(7,847)		(9,425)		(29,970)		(25,604)		(4,366)
Income tax expense		—		(400)		400		—		(1,077)		1,077
Net loss	$	(17,272)	$	(8,247)	$	(9,025)	$	(29,970)	$	(26,681)	$	(3,289)

Revenues

Net product sales were $7.8 million for the three months ended June 30, 2020, an increase of $1.7 million compared to the three months ended June 30, 2019. Product sales from Keveyis increased primarily due to the an increase the number of patients on Keveyis and an increase in price. Cost of sales decreased due to changes in the assumptions underlying the allocation between the purchase price of our inventory and the supply agreement.

Net product sales were $14.4 million for the six months ended June 30, 2020, an increase of $4.0 million compared to the six months ended June 30, 2019. Product sales from Keveyis increased primarily due to an increase in the number of patients on Keveyis and an increase in price. Cost of sales decreased due to changes in the assumptions underlying the allocation between the purchase price of our inventory and the supply agreement..

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Selling, General and Administrative Expenses

The following table summarizes our selling, general and administrative expenses during the three and six months ended June 30, 2020 and 2019:


	Three Months Ended						Six Months Ended
	June 30,				Change		June 30,				Change
	2020		2019		$		2020		2019		$

	(in thousands)						(in thousands)
Compensation and other personnel costs	$	3,669	$	6,133	$	(2,464)	$	7,448	$	11,996	$	(4,548)
Outside professional and consulting services		4,516		3,841		675		9,701		8,001		1,700
Stock-based compensation expense		1,280		1,981		(701)		2,550		3,792		(1,242)
Facility costs		173		227		(54)		342		493		(151)
Total selling, general and administrative expenses	$	9,638	$	12,182	$	(2,544)	$	20,041	$	24,282	$	(4,241)

Selling, general and administrative expenses were $9.6 million for the three months ended June 30, 2020, a decrease of $2.5 million compared to the three months ended June 30, 2019, mostly due to decreases in compensation and other personnel costs due to reduced headcount in 2020 and reduced spending due to COVID-19.

Selling, general and administrative expenses were $20.0 million for the six months ended June 30, 2020, a decrease of $4.2 million compared to the six months ended June 30, 2019, mostly due to decreases in compensation and other personnel costs due to reduced headcount in 2020 and reduced spending due to COVID-19.

Research and Development Expenses

The following table summarizes our research and development expenses during the three and six months ended June 30, 2020 and 2019:


	Three Months Ended						Six Months Ended
	June 30,				Change		June 30,				Change
	2020		2019		$		2020		2019		$

	(in thousands)						(in thousands)
Product development and supporting activities	$	4,195	$	6,652	$	(2,457)	$	9,732	$	11,387	$	(1,655)
Compensation and other personnel costs		1,464		1,495		(31)		2,998		2,831		167
Stock-based compensation expense		493		592		(99)		974		1,104		(130)
Total research and development expenses	$	6,152	$	8,739	$	(2,587)	$	13,704	$	15,322	$	(1,618)

Research and development expenses were $6.2 million for the three months ended June 30, 2020, a decrease of $2.6 million compared to the three months ended June 30, 2019. The decrease was due to decreases in product development and supporting activities resulting from the completion of our SONICS trial in 2019 and higher costs related to our LOGICS trial in 2019, offset by an increase in costs from our OPTICS trial in 2020.

Research and development expenses were $13.7 million for the six months ended June 30, 2020, a decrease of $1.6 million compared to the six months ended June 30, 2019. The decrease was due to decreases in product development and supporting activities resulting from the completion of our SONICS trial in 2019 and higher costs related to our LOGICS trial in 2019, offset by an increase in costs from our OPTICS trial in 2020.

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Amortization of Intangible Asset

Amortization of intangible asset was $1.3 million and $2.5 million for the three and six months ended June 30, 2020 and 2019, respectively.

Other (Expense) Income, Net

The following table summarizes our other income, net, during the three months ended March 31, 2020 and 2019:


	Three Months Ended						Six Months Ended
	June 30,				Change		June 30,				Change
	2020		2019		$		2020		2019		$

	(in thousands)						(in thousands)
Unrealized (loss) gain on fair value of warrants	$	(7,367)	$	8,697	$	(16,064)	$	(6,787)	$	6,877	$	(13,664)
Income from field services agreement		—		1,725		(1,725)		—		3,741		(3,741)
Expense from field services agreement		—		(1,758)		1,758		—		(3,987)		3,987
Interest expense		(253)		—		(253)		(253)		—		(253)
Other income, net		26		608		(582)		254		1,293		(1,039)
Total other (expense) income, net	$	(7,594)	$	9,272	$	(16,866)	$	(6,786)	$	7,924	$	(14,710)

Total other (expense) income, net, decreased by $16.9 million for the three months ended June 30, 2020 as compared to the three months ended June 30, 2019. The decrease was largely due to a net $16.1 million change in the revaluation of the fair value of our warrant liability for the three months ended June 30, 2020. The change in the warrant liability is primarily due to increases in our stock price.

Total other (expense) income, net, decreased by $14.7 million for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. The decrease was largely due to a net $13.7 million change in the revaluation of the fair value of our warrant liability for the six months ended June 30, 2020. The change in the warrant liability is primarily due to increases in our stock price.

Income Tax

We did not incur income any tax expense for the three and six months ended June 30, 2020.

Cash Flows

Comparison for the Six Months Ended June 30, 2020 and 2019:


	Six Months Ended
	June 30
	2020		2019

	(in thousands)
Net cash (used in) provided by:
Operating activities	$	(27,376)	$	(36,483)
Investing activities		21,122		(27,972)
Financing activities		9,131		121
Net increase (decrease) in cash and cash equivalents	$	2,877	$	(64,334)

Operating Activities

Net cash used in operating activities was $27.4 million for the six months ended June 30, 2020 compared to $36.5 million for the six months ended June 30, 2019. The decrease in net cash used in operating activities resulted from an increase in total revenues of $4.0 million and reduced expenditures in our commercial activities for Keveyis.

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Investing Activities

The increase in net cash provided by investing activities resulted from the maturities of our marketable securities.

Financing Activities

The increase in net cash provided by financing activities was due to the proceeds received under our Term Loan Agreement with Avenue Venture Opportunities Fund L.P.

Liquidity and Capital Resources

We are continuously and critically reviewing our liquidity and anticipated capital requirements in light of our clinical trial activities and the significant uncertainty created by the COVID-19 global pandemic.

On May 19, 2020, we and our subsidiaries, Strongbridge U.S. Inc., Cortendo AB (publ) and Strongbridge Dublin Limited, entered into a $30 million Term Loan Agreement (the “Loan Agreement”) with Avenue Venture Opportunities Fund L.P. (“Avenue”), as administrative agent and collateral agent, and the lenders named therein and from time to time a party thereto (the “Lenders”). Pursuant to the terms of the Loan Agreement, Strongbridge U.S. Inc. (the “Borrower”) borrowed $10.0 million (the “Initial Loan”) from the Lenders at closing.

The Borrower may borrow up to two additional tranches of $10.0 million under the Loan Agreement. The first $10 million tranche is available between October 1, 2020 and December 31, 2020 if we achieve positive top-line data for RECORLEV in our Phase 3 LOGICS clinical trial. The second $10 million tranche is available between October 1, 2021 and March 31, 2022 if we achieve FDA approval of RECORLEV and subject to Avenue’s investment committee approval. See Note 6, "Long-term debt" to our consolidated financial statements for additional information regarding the Loan Agreement.

We believe that our cash and cash equivalents of $59.9 million at June 30, 2020 will be sufficient to allow us to fund planned operations for at least 12 months beyond the issuance date of these unaudited consolidated financial statements.

Cash used to fund operating expenses is affected by the timing of when we make payments to our vendors, as reflected in the change in our outstanding accounts payable and accrued expenses set forth in the consolidated financial statements, included in this Quarterly Report.

Our future funding requirements will depend on many factors, including the following:

●

the amount of revenue that we receive from sales of Keveyis;

●

the cost and timing of establishing sales, marketing, distribution and administrative capabilities;

●

the scope, rate of progress, results and cost of our clinical trials testing and other related activities for Recorlev and veldoreotide and our ability to prepare and file our NDA submissions on a timely basis and receive approval;

●

the number and characteristics of product candidates that we pursue, including any additional product candidates we may in-license or acquire;

●

the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;

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●

the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us or our product candidates;

●

the cost, timing and outcomes of regulatory approvals, including product labeling;

●

adequate reimbursement from payors for Recorlev and Keveyis on a timely basis;

●

the terms and timing of any collaborative, licensing and other arrangements that we may establish, including any required milestone and royalty payments thereunder;

●

the emergence of competing technologies and their achieving commercial success before we do or other adverse market developments; and

●

any extended impact of COVID-19.

Off-Balance Sheet Arrangements

We do not have variable interests in variable interest entities or any off-balance sheet arrangements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Except for the broad effects of COVID-19 including its negative impact on the global economy and major financial markets, there have been no material changes to our market risk exposures since December 31, 2019. In addition, as described in “Item 1A. Risk Factors,” there may be implications for our business with regard to the COVID-19 pandemic.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020, the end of the period covered by this Quarterly Report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of June 30, 2020 were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

In response to the COVID-19 pandemic, most of our corporate employees, including all those involved in the operation of our internal controls over financial report, have been working remotely since mid-March 2020. Despite this change, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are continuously monitoring and assessing the impact of COVID-19 on our internal controls to minimize any impact it may have on their design and operating effectiveness.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is not currently involved in any legal matters arising in the normal course of business. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters.

ITEM 1A. Risk Factors

The risks described in Item 1A. Risk Factors of our 2019 Annual Report could materially and adversely affect our business, financial condition and results of operations. The risk factors discussed in our 2019 Annual Report do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. The following is an update to our risk factors.

The current outbreak of the novel coronavirus, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could materially and adversely affect our results of operations, financial condition and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread across the world, including every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.

The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in the financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel, among other protective measures. While the COVID-19 pandemic has not had a material impact on our business operations to date, we have experienced business disruptions as a result of the outbreak and expect that the continued spread of COVID-19 could materially and adversely impact our operations due to, among other factors:

●

a general decline in business activity,

●

the destabilization of the markets and negative impacts on the healthcare system globally could negatively impact our ability to market and sell Keveyis, including through the disruption of health care activities in general, the inability of our sales team to contact and/or visit doctors in person, patients’ interest in starting or

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staying on drugs, patients’ ability to obtain or maintain insurance coverage for Keveyis and our ability to support patients that presently use Keveyis;

●

difficulty accessing the capital and credit markets on favorable terms, or at all, and a severe disruption and instability in the global financial markets, or deteriorations in credit and financing conditions which could affect our access to capital necessary to fund business operations;

●

the potential negative impact on the health of our employees, especially if a significant number of them or any of their family members are impacted or if any of our senior leaders are impacted for an extended period of time;

●

the potential negative impact on our ability to monitor the investigative sites participating in our LOGICs study in person or even remotely, which could result in a deviation from pre-pandemic protocols and/or site monitoring and data management plans, and delays in our ability to perform data-related tasks dependent on communications with personnel at the investigative sites, such as resolution of open data queries, the cumulative effects of which could lead to delayed or missed identification of non-compliance with good clinical practice (GCP), and/or unrecognized data errors.

●

potential delays in the preparation and submission of applications for regulatory approval of our products, as well as potential delays in FDA’s ability to review applications in a timely manner consistent with past practices;

●

the potential negative impact on our ability to manufacture and distribute our products, including as a result of disruptions to the businesses of third parties that manufacture and distribute our products;

●

potential difficulty in adequately overseeing and/or evaluating the manufacturing process at the facilities that will manufacture future commercial supplies of Recorlev, if approved;

●

a deterioration in our ability to ensure business continuity during a disruption.

We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. However, at this time, it is difficult to predict how long the potential operational impacts of COVID-19 will remain in effect or to what degree they will impact our operations and financial results in the future. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition, as well as our ability to execute our business strategies and initiatives in their respective expected time frames.

The regulatory approval process of the FDA, EMA or any comparable foreign regulatory agency may be lengthy,

time consuming and unpredictable.

We cannot be certain that any of our product candidates will be successful in clinical trials or receive regulatory approval. The FDA, EMA and other comparable foreign regulatory agencies have substantial discretion in the approval process and in determining when or whether regulatory approval will be obtained for any of our product candidates. Even if we believe the data collected from clinical trials of our product candidates are promising, such data may not be sufficient to support approval by the FDA, EMA or any comparable foreign regulatory agency. Many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain regulatory approval for the product candidates.

Furthermore, while certain of our employees have prior experience with submitting marketing applications to the FDA, EMA and comparable foreign regulatory agencies, we, as a company, have not submitted such applications for our product candidates. Applications for any of our product candidates could fail to receive regulatory approval for many reasons, including, but not limited to, the following:

●

the FDA, EMA or any comparable foreign regulatory agency may disagree with the design or implementation of our clinical trials or our interpretation of data from nonclinical trials or clinical trials;

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●

the population studied in the clinical program may not be sufficiently broad or representative to assure safety in the full population for which we seek approval, including reliance on foreign clinical data;

●

the data collected from clinical trials of our product candidates may not be sufficient to support a finding that has statistical significance or clinical meaningfulness or support the submission of an NDA or other submission, or to obtain regulatory approval in the United States or elsewhere;

●

we may be unable to demonstrate to the FDA, EMA or any comparable foreign regulatory agency that a product candidate’s risk-benefit ratio for its proposed indication is acceptable;

●

the FDA, EMA or any comparable foreign regulatory agency may fail to approve the manufacturing processes, test procedures and specifications or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

●

the approval policies or regulations of the FDA, EMA or any comparable foreign regulatory agency may significantly change in a manner rendering our clinical data insufficient for approval.

In communications we had with the FDA, they recommended use of a concurrent control group in our SONICS Phase 3 clinical trial. However, SONICS utilizes an open-label, single-arm design because use of a placebo control in a parallel-arm monotherapy design was considered unethical or infeasible to enroll, depending on the specific country or clinical trial site under consideration. Studies lacking an active control group are more likely to be subject to unanticipated variability in study results that can potentially lead to flawed conclusions because they do not allow for discrimination of patient outcomes. In August 2018, we announced statistically significant positive top-line results from our SONICS Phase 3 clinical trial. However, even if we achieve the clinical trial’s endpoints for this clinical trial, the FDA or other regulatory authorities could view our study results as potentially biased due to our lack of an active control group.

Our LOGICS study, which is a second Phase 3 clinical trial of Recorlev for the treatment of endogenous Cushing’s syndrome, will supplement the long-term efficacy and safety data from the ongoing SONICS trial via a randomized, double-blind, placebo-controlled design that will randomize approximately 54 patients, in an attempt to address our lack of an active control group in our SONICS trial. There can be no assurances, however, that the FDA or other regulatory authorities will view the LOGICS study results as sufficient.

In March 2019, we conducted a Type C meeting with the Division of Metabolic and Endocrine Products (DMEP) of the FDA. DMEP stated in its meeting minutes that the FDA generally requests that a sponsor conduct two adequate and well-controlled clinical studies for the proposed indication of a drug candidate under 21 CFR 314.126(b)(2). DMEP also noted that the FDA recognizes situations when a single trial may be sufficient. DMEP reiterated that the characteristics of an “adequate and well-controlled” investigation under 21 CFR 314.126 include the use of a control group (e.g., placebo concurrent control, dose-comparison concurrent control), randomization and evaluation of primary endpoints that directly measure clinical benefits, or supported by evidence of clinical benefit. For this reason, while DMEP indicated that it would consider, as a review issue, the adequacy of an NDA submission with data from the SONICS trial as the sole Phase 3 evidence supporting the efficacy of RECORLEV, DMEP nonetheless recommended that we complete the LOGICS trial (which is double-blinded, randomized and placebo-controlled) and include the results from the LOGICS trial in addition to data from the SONICS trial in our NDA submission. We currently expect to receive LOGICS top-line data by the end of the first quarter of 2020 (compared to our prior projection of the end of 2019) and submit an NDA for Recorlev in the third quarter of 2020 that will include data from each of the SONICS and LOGICS trials. In addition, the DMEP stated in its meeting minutes that our clinical pharmacology program for Recorlev, as described to them, appears reasonable to support an NDA filing for Recorlev provided that the data generated are found to be suitable.

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sufficient to support approval of the NDA. There can be no assurance that DGE will determine that the totality of data included in the NDA, including the results from our SONICS and LOGICS studies, will be sufficient to warrant approval of the NDA for Recorlev.

In addition, following FDA consultation, we have determined that the 505(b)(2) approval pathway, which permits an NDA applicant to rely on data from studies that were not conducted by or for the applicant and for which the applicant has not obtained a right of reference, is the appropriate pathway for a Recorlev NDA. We intend to rely on published literature and the FDA’s prior findings concerning the safety and/or effectiveness of ketoconazole in our NDA for Recorlev and on similar processes in other jurisdictions. There can be no assurances, however, that the 505(b)(2) approval pathway in the United States, or similar approval pathways outside of the United States, will be available for Recorlev or that the FDA or other regulatory authorities will approve Recorlev through an application based on such pathways.

We generally plan to seek regulatory approval to commercialize our product candidates in the United States, the European Union and other key global markets. To obtain regulatory approval in other countries, we must comply with regulatory requirements of such other countries regarding safety, efficacy, chemistry, manufacturing and controls, clinical trials, commercial sales, pricing and distribution of our product candidates. Even if we are successful in obtaining approval in one jurisdiction, we cannot ensure that we will obtain approval in any other jurisdictions. Failure to obtain marketing authorization for our product candidates in any jurisdiction will result in our being unable to market and sell such products. Similarly, regulatory agencies may not approve the labeling claims that are necessary or desirable for the successful commercialization of our product candidates.

Any of our current or future product candidates could take a significantly longer time to gain regulatory approval than we expect or may never gain regulatory approval. This could delay or eliminate any potential product revenue by delaying or terminating the potential commercialization of our product candidates.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

EXHIBIT INDEX


10.1		Employment Agreement, dated as of July 2, 2020, by and between Strongbridge U.S. Inc. and John Johnson
10.2		Term Loan Agreement, dated May 19, 2020, by Strongbridge Biopharma plc (“Strongbridge”), along with Strongbridge U.S. Inc., Cortendo AB (publ) and Strongbridge Dublin Limited, Avenue Venture Opportunities Fund L.P., as administrative agent and collateral agent, and the lenders named therein.
10.3		Warrant to Adventure Ventures Opportunities Fund, L.P., dated May 19, 2020
31.1		Certificate of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certificate of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements 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.



	STRONGBRIDGE BIOPHARMA PLC

	By:		/s/ Robert Lutz
	Name:		Robert Lutz
	Title:		Chief Financial Officer

Date: August 4, 2020

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Strongbridge U.S. Inc., a Delaware corporation (the “Company”), and John Johnson (“Executive”) as of July 2, 2020 (the "Effective Date").

W I T N E S S E T H:

WHEREAS, the Company and Executive are parties to that certain Executive Chairman Agreement, dated as of November 1, 2019 (such agreement, the “Prior Agreement”);

WHEREAS, the Company desires to continue to retain the services of Executive as set forth in this Agreement, and Executive desires to serve the Company in such capacity, subject to the terms and conditions of this Agreement; and

WHEREAS, the Company and Executive intend for this Agreement to replace the Prior Agreement except as otherwise set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:

ARTICLE I

EMPLOYMENT AND DUTIES

Section 1.01Employment and Term. Subject to the provisions of Article III of this Agreement, Executive shall be employed by the Company for the period commencing on the date hereof and continuing until terminated as described in Section 3.01 (the “Term”) on the terms and subject to the conditions set forth in this Agreement.

Section 1.02Position and Duties. Executive shall serve as the Chief Executive Officer of the Company, or in such other positions as the parties may agree and shall report directly to the Board of Directors of the Company (the "Board"). Executive shall have the duties and responsibilities customarily associated with such position and will perform such other duties as reasonably directed by the Board consistent with such position(s).

Section 1.03Scope. Executive will devote substantially all of his business time, attention, skills and efforts to the performance of his duties. Executive acknowledges that his duties and responsibilities require Executive’s full-time business efforts and agrees to not engage in any other business activity or interests which materially interfere or conflict with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may (a) without obtaining approval of the Board, serve on all outside boards of directors on which he serves as of the Effective Date, plus one for profit corporate board that does not compete with the Company, (b) upon receipt of prior written approval by the Board, serve on any other for profit corporate boards that do not compete with the Company, (c) serve on civic or charitable boards or committees of entities that do not compete with the Company, (d) deliver a reasonable number of lectures or fulfill speaking engagements, or (e) manage personal investments, so long as such

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activities do not significantly interfere with the performance of Executive’s duties and so long as Executive does not own more than five percent (5%) of the voting stock of any publicly held corporation.

ARTICLE II

COMPENSATION AND BENEFITS

Section 2.01Base Salary. During the Term, the Company will pay Executive a base salary (the “Base Salary”) at an initial rate of $630,000 per year in accordance with the Company’s standard payroll practices. The Base Salary will be reviewed at least annually by the Board or a committee thereof and may be adjusted (in which case such adjusted amount shall be the “Base Salary”).

Section 2.02Annual Incentive. During Executive’s employment with the Company, and as determined by the Board in its sole discretion, Executive shall be eligible for an annual cash incentive (the “Annual Incentive”) with a target of sixty percent (60%) of the Base Salary (such percentage, the “Target Annual Incentive”). The Annual Incentive shall be based on the achievement of predetermined performance goals as determined annually by Executive and the Board, which shall be provided to Executive in writing no later than thirty (30) days following the beginning of the year to which they relate. The actual Annual Incentive earned in any particular year may be greater or lower than the Target Annual Incentive, depending on the level of achievement of the applicable performance goals and the discretion of the Board. The Annual Incentive shall be paid to Executive as soon as practicable, but in no event later than the date that is two-and-one-half months following the end of the taxable year (of Executive, or the Company, whichever is later) in which such incentive is earned.

Section 2.03Long-Term Incentive Plans. Executive shall be eligible to receive grants under the Company’s long-term incentive plans (including stock option, restricted stock and other equity compensation plans and any other long-term incentive plans) at the discretion of the Board. Executive shall receive an initial equity award under the Company's equity compensation plan of 315,000 restricted stock units ("RSUs"), and the terms of such award shall be set forth in an award agreement in a form satisfactory to the Company (the "Initial Award"). Fifty percent (50%) of the Initial Award shall vest on the first anniversary of the date of grant, and the remaining fifty percent (50%) shall vest on the second anniversary of the date of grant, provided that Executive remains employed by the Company on such vesting date. Executive shall also be entitled to an additional award of RSUs in January 2021 when additional shares become available under the equity incentive plan's evergreen provision (the "Second Award"). The Second Award shall vest in accordance with the regular vesting schedule applied to annual awards for senior executives, provided that Executive remains employed by the Company on the respective vesting date.

Section 2.04Business and Entertainment Expenses. Subject to the Company’s standard policies and procedures for expense reimbursement as applied to its executive employees generally, the Company shall reimburse Executive for, or pay on behalf of Executive, reasonable out-of- pocket business expenses incurred by Executive on behalf of the Company.

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Section 2.05Other Company Benefits. Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to its similarly situated executives, including the Company’s paid time-off policy. Executive shall also be entitled to paid time-off for all holidays in the U.S. in accordance with the applicable Company policy. Executive shall agree to comply with a reasonable application process to permit the Company to insure his life under a standard “key man” insurance policy upon request from the Board.

ARTICLE III

TERMINATION

Section 3.01General. The Company may terminate Executive’s employment for any reason or no reason, and Executive may terminate his employment for any reason or no reason, in either case subject only to the terms of this Agreement. For purposes of this Agreement, the following terms have the following meanings:

(a)“Accrued Obligations” shall mean (i) Executive’s earned but unpaid Base Salary through the Termination Date; (ii) payment of any annual, long-term, or other incentive award which relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the Termination Date; (iii) a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Base Salary rate in effect as of the Termination Date; and (iv) any unpaid expense or other reimbursements due pursuant to Section 2.04 hereof.

(b)“Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving theft, embezzlement, dishonesty or moral turpitude; (ii) any act by Executive constituting willful misconduct, deliberate malfeasance, dishonesty, unethical conduct or gross negligence in the performance of his duties; (iii) Executive’s willful and continued failure to perform any of the duties of his position (which has not been cured within thirty (30) days following the first written notice from the Company describing such failure in reasonable detail); or (iv) any material breach (which has not been cured within thirty (30) days following the first written notice from the Company describing such breach in reasonable detail) by Executive of this Agreement or any other agreement between Executive and the Company or any of its affiliates.

(c)“Change in Control” shall mean the occurrence of any of the following:

(i)any person or group of persons becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; provided that if the person or group of persons is already deemed to own more than 50% of the total fair market value or total voting power, then the acquisition of additional stock by such person or group of persons shall not constitute an additional Change in Control;

(ii)the stockholders of the Company approve a plan of complete liquidation of the Company;

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(iii)the sale or disposition of all or substantially all of the Company’s assets;

(iv)a merger, consolidation or reorganization of the Company with or involving any other entity, other than a merger, consolidation or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a 50% of the combined voting power of the Company (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization owned in approximately the same proportion of such ownership by each of the prior shareholders as prior to the transaction.

(v)Notwithstanding the foregoing, the following acquisitions shall not constitute a Change in Control: (A) an acquisition by the Company or entity controlled by the Company, or (B) an acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company.

(d)“Disability” shall mean Executive’s becoming incapacitated for a period of at least one hundred eighty (180) days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties and services required of Executive hereunder on a full-time basis during such period. A termination of Executive’s employment due to a Disability shall be effective only if the party terminating Executive’s employment first gives at least fifteen (15) days’ written notice of such termination to the other party.

(e)“Good Reason” shall mean, without Executive’s express written consent, the occurrence of any one or more of the following: (i) a material diminution by the Company of Executive’s Base Salary, other than any diminution that is also applicable in a substantially similar manner and proportion to the other senior executives of the Company; (ii) the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s position; (iii) a change in the principal location at which Executive performs his duties for the Company to a new location that is more than fifty (50) miles from the prior location; or (iv) an action or inaction that constitutes a material breach of this Agreement by the Company.

A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”), not later than thirty (30) days following the occurrence of the circumstance that constitutes Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relied. The Company shall be entitled, during the forty-five (45) day period following receipt of a Notice of Termination for Good Reason, to cure the circumstances that gave rise to Good Reason, provided that the Company shall be entitled to waive its right to cure or reduce the cure period by delivery of written notice to that effect to Executive (such forty-five (45) day or shorter period, the “Cure Period”). If, during the Cure Period, such circumstance is remedied, Executive will not be permitted to terminate employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Executive will be entitled to terminate employment for Good Reason during the thirty (30) day period that follows the end

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of the Cure Period. If Executive does not terminate employment during such thirty (30) day period, Executive will not be permitted to terminate employment for Good Reason as a result of such event.

(f)“Pro-Rata Annual Incentive” shall mean an amount equal to (i) the Annual Incentive that Executive would have been entitled to receive for the calendar year that includes the Termination Date if his employment hereunder had continued (as determined by the Board based upon the actual achievement of the applicable performance goals), multiplied by (ii) a fraction, the numerator of which is the number of days he was employed hereunder during such year and the denominator of which is the number of days in such year.

(g)“Termination Date” shall mean the date on which Executive’s employment hereunder terminates.

Section 3.02Termination Without Cause or by Executive with Good Reason or Due to Executive’s Death. If the Company terminates Executive’s employment without Cause, or Executive terminates for Good Reason, or Executive’s employment is terminated due to Executive’s death, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to the sum of (i) twelve (12) months of the annual Base Salary as in effect immediately prior to the Termination Date and (ii) the Target Annual Incentive, paid in equal installments on the normal payroll cycle over the twelve (12) month period that begins on the sixtieth (60^th) day following the Termination Date; (c) the Pro-Rata Annual Incentive, payable in a cash lump sum to Executive on the date Company pays its annual incentive compensation bonuses for the year that includes the Termination Date if Executive’s employment continued; and (d) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the eighteen (18) month anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans.

Section 3.03Termination Without Cause, by Executive with Good Reason, or Due to Executive’s Death following a Change in Control of the Company. If the Company terminates Executive’s employment without Cause, Executive terminates for Good Reason, or Executive’s employment is terminated due to Executive’s death, in any case, within twenty four (24) months following the occurrence of Change in Control, the Term shall expire on the Termination Date and, in lieu of the benefits set forth in Section 3.02, Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to the sum of (i) twenty-four (24) months of the annual Base Salary as in effect immediately prior to the Termination Date and (ii) the Target Annual Incentive, paid in equal installments on the normal payroll cycle over the twenty-four (24) month period that begins on the sixtieth (60th) day following the Termination Date; (c) the Pro-Rata Annual Incentive, payable in a cash lump sum to Executive on the date Company pays its annual incentive compensation bonuses for the year that includes the Termination Date if Executive’s employment continued; (d) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the twenty-four (24) month anniversary

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of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans; and (e) the acceleration of vesting of all unvested equity or equity based awards held by Executive as of the Termination Date.

Section 3.04Other Terminations. If Executive’s employment hereunder is terminated (a) by Executive without Good Reason; (b) by the Company for Cause; or (c) due to Executive’s Disability, the Term shall expire as of the Termination Date and Executive shall be entitled to the Accrued Obligations.

Section 3.05Release. Executive’s entitlement to the payments (other than the Accrued Obligations) and benefits described in this Article III is expressly contingent upon Executive providing the Company with a signed release that is attached hereto as Attachment A (the “Release”). To be effective, such Release must be delivered by Executive to the Company no later than forty-five (45) days following the Termination Date and must not be revoked during the seven days following such delivery. If such Release is not executed in a timely manner or is revoked, all such payments and benefits shall immediately cease and Executive shall be required to repay to the Company any such payments that have already been paid to Executive.

Section 3.06Resignation from Positions. Upon the termination of Executive's employment for any reason, Executive shall immediately resign from each position held with the Company and its affiliates as of the Termination Date, including any position on the Board, if requested to do so by the Company.

ARTICLE IV

RESTRICTIVE COVENANTS

Section 4.01Confidentiality.

(a)Company Information. Executive agrees at all times during the Term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with the performance of Executive’s duties, and not to disclose to any person or entity without written authorization of the Company, any Confidential Information of the Company. As used herein, “Confidential Information” means any Company proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to Executive by the Company, either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. However, Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Executive.

(b)Executive-Restricted Information. Executive agrees that during the Term of this Agreement Executive will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Executive has an agreement or duty to keep such information or secrets confidential.

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(c)Third Party Information. Executive recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive agrees at all times during the Term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with the performance of Executive’s duties, and not to disclose to any person or entity, or to use it except as necessary in performing Executive’s duties, consistent with the Company’s agreement with such third party.

Section 4.02Non-Competition.

(a)Executive acknowledges that, during the Term, Executive has had access to information concerning the Company’s critical business strategies, engineering and technology development plans, competitive analyses, organizational structure. Accordingly, in consideration of the compensation provided under this Agreement, Executive agrees that during the Term and for the one (1) year period thereafter, Executive will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by, any person or entity engaged in any business that is (i) located in or provides services or products to a region in which the Company does business, and (ii) competitive with the business activities of the Company as they existed during the period that Executive provided services to the Company.

(b)Executive acknowledges that the restrictions contained under this Section are reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have executed this Agreement in the absence of such restrictions, and that any violation of any provision of this paragraph will result in irreparable injury to the Company. In the event the provisions under this Section 4.02 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

Section 4.03Injunctive Relief. Executive agrees that it is impossible to measure in money the damages which will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations under this Article IV. Accordingly, if Company or any of its affiliates institutes any action or proceeding to enforce its rights under this Article IV, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company or its affiliates has an adequate remedy at law, and Executive shall not claim that any such remedy at law exists.

ARTICLE V

MISCELLANEOUS

Section 5.01Withholding. The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive.

Section 5.02Modification of Payments.

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(a)In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 3.03(b) hereof.

The Company hereby agrees that, for purposes of determining whether any payment and benefits set forth in Section 3.03 above would be subject to the Excise Tax, the non- compete set forth in in Section 4.02 above shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or accountant’s attribution of a value to the non-compete set forth in in Section 4.02 above that is less than the total compensation amount that would be disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K if Executive had been a “named executive officer” of the Company in the year prior to year of the event that triggers the Excise Tax, to the extent the use of such lesser amount results in a larger Excise Tax than Executive would have been subject to had the Company or accountant attributed a value to the non-compete set forth in in Section 4.02 above that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year..

Section 5.03Section 409A.

(a)Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided, without interest, on the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Section 409A and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death.

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(c)After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a -nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

Section 5.04Merger Clause. Effective as of the date hereof, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior employment agreement between Executive and the Company (and its affiliates), including the Prior Agreement. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.

Section 5.05Assignment.

(a)This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assigned by Executive otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.

(b)Notwithstanding the foregoing Section 5.05(a), this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him or her hereunder if he or she had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate.

(c)The Company may assign this Agreement to any affiliate or subsidiary of the Company without the consent of Executive and shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company (a “Successor”) to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, (i) the term “Company” shall mean the Company as hereinbefore defined and any Successor and any permitted assignee to which this Agreement is assigned and (ii) the term “Board” shall mean the Board as hereinbefore defined and the board of directors or equivalent governing body of any Successor and any permitted assignee to which this Agreement is assigned.

Section 5.06Dispute Resolution. Except for any proceeding brought pursuant to Section 5.05 above, the parties agree that any dispute arising out of or relating to this Agreement or the formation, breach, termination or validity thereof, will be settled by binding arbitration by

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a panel of three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration proceedings will be located in Philadelphia, Pennsylvania. The arbitrators are not empowered to award damages in excess of compensatory damages and each party irrevocably waives any damages in excess of compensatory damages. Judgment upon any arbitration award may be entered into any court having jurisdiction thereof and the parties consent to the jurisdiction of any court of competent jurisdiction located in the Eastern District of Pennsylvania.

Section 5.07GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN THE COMMONWEALTH OF PENNSYLVANIA, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.

Section 5.08Amendment; No Waiver. No provision of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and duly authorized officer of the Company. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by any party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any other right or power. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party, which are not set forth expressly in this Agreement.

Section 5.09Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.10Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to post-termination obligations shall survive and remain binding and enforceable, notwithstanding the expiration of the term of this Agreement, the termination of Executive’s employment with the Company for any reason or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

Section 5.11Notices. All notices and other communications required or permitted by this Agreement will be made in writing and all such notices and communications will be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed, if to the

Page 10 of 16

Company, at its principal office, and if to Executive, at Executive’s last address on file with the Company. Either party may change such address from time to time by notice to the other.

Section 5.12Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

Section 5.13Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

Page 11 of 16

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first written above.

STRONGBRIDGE U.S. INC.

By: ___________________________________
Name:
Title:

EXECUTIVE

_______________________________________
John Johnson

Page 12 of 16

ATTACHMENT A

GENERAL RELEASE

1.I, John H. Johnson (“Executive”), for and in consideration of the commitments of Strongbridge U.S. Inc. (the “Company”) as set forth in Article III of the Employment Agreement dated as of July 2, 2020 (the “Employment Agreement”), and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company and its present and former divisions, subsidiaries, parents, predecessor and successor corporations, officers, directors, and their respective successors, predecessors, assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, up to the date of Executive’s execution of this General Release, particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company and Releasees, the terms and conditions of that relationship, and the termination of that relationship, including, but not limited to, any claims arising under any applicable Company employee benefit plan(s), the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Pennsylvania employment laws, and any other federal, state and local employment laws, as amended, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This General Release is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

2.To the fullest extent permitted by law, and subject to the provisions of Paragraph 3 below, Executive represents and affirms that (i) Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) Executive has no knowledge of any improper, unethical or illegal conduct or activities that Executive has not already reported to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of execution of this General Release.

3.The release of claims described in Paragraph I of this General Release does not preclude Executive from filing a charge with the U.S. Equal Employment Opportunity Commission. However, Executive agrees and hereby waives any and all rights to any monetary relief or other personal recovery from any such charge, including costs and attorneys’ fees.

Page 13 of 16

4.Subject to the provisions of Paragraph 3 of this General Release, in further consideration of the commitments of the Company as described in the Employment Agreement, Executive agrees that Executive will not file, claim, sue or cause or permit to be filed, any civil action, suit or legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary or other relief) for himself involving any matter released in Paragraph 1. In the event that suit is filed in breach of this release of claims, it is expressly understood and agreed that this release of claims shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this paragraph, Releasees shall be entitled to recover reasonable costs and attorneys’ fees incurred in such enforcement. Executive further agrees and covenants that should any person, organization, or other entity file, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, Executive will not seek or accept personal equitable or monetary relief in such civil action, suit or legal proceeding. Nothing in this General Release shall prohibit or restrict Executive from: making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

5.Executive understands and agrees that the payments, benefits and agreements provided in the Employment Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, the Employment Agreement and this General Release, and that they are greater than the payments, benefits and agreements, if any, to which Executive would have received if Executive had not executed the Employment Agreement and this General Release. In addition, Executive acknowledges and agrees that Executive has been paid all amounts owed to Executive as of the date of Executive’s signing of this General Release.

6.Executive and the Company agree and acknowledge that the agreement by the Company described in the Employment Agreement, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

7.This General Release and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with and be governed by the laws of Pennsylvania without reference to its conflicts of laws principles.

Executive certifies and acknowledges as follows: that Executive has read the terms of this General Release, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each and every one of its affiliated entities from any legal action arising out of Executive’s relationship with the Company and the termination of that relationship;

Page 14 of 16

that Executive has signed this Release voluntarily and knowingly in exchange for the consideration described herein and in the Employment Agreement, which Executive acknowledges is adequate and satisfactory to Executive and to which Executive acknowledges that Executive would not otherwise be entitled;

that Executive has been and is hereby advised in writing to consult with an attorney prior to signing this General Release;

that Executive does not waive rights or claims that may arise after the date this General Release is executed;

that the Company has provided Executive with at least 21 (twenty-one) days within which to consider this General Release, that any modifications, material or otherwise, made to this General Release have not restarted or affected in any manner the original 21 (twenty-one) day consideration period, and that Executive has signed on the date indicated below after concluding that this General Release is satisfactory to Executive;

that Executive acknowledges that this General Release may be revoked by Executive within seven (7) days after Executive’s execution, and it shall not become effective until the expiration of such seven-day revocation period. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which Executive resides, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. In the event of a timely revocation by Executive, this General Release and the Employment Agreement will be deemed null and void and the Company will have no obligations hereunder; and

that this General Release may not be signed prior to the third calendar day before the last day of the Term of the Employment Agreement. If this General Release is signed prior to the last day of the Term of the Employment Agreement, the Company reserves the right to have Executive ratify the General Release on or after the last day of the Term.

Page 15 of 16

Intending to be legally bound hereby, Executive executed the foregoing General Release on the date indicated below.

John Johnson

______________________________________
Signature

Date: _________________________________

Page 16 of 16

Exhibit 10.2

TERM LOAN AGREEMENT,

dated as of

May 19, 2020,

among

STRONGBRIDGE U.S. INC.,
as Borrower

STRONGBRIDGE BIOPHARMA PLC,
CORTENDO AB (PUBL),
STRONGBRIDGE DUBLIN LIMITED,
as Guarantors,

The other Subsidiary Guarantors from Time to Time Party Hereto,

The Lenders from Time to Time Party Hereto,

and

AVENUE VENTURE OPPORTUNITIES FUND, L.P.,
as Administrative Agent and Collateral Agent

U.S. $30,000,000

Table of Contents

Page

SECTION 1 DEFINITIONS‌1

1.01 Certain Defined Terms‌1

1.02 Accounting Terms and Principles‌21

1.03 Interpretation‌21

1.04 [Reserved].‌21

1.05 Swedish Trust Provision‌21

1.06 Swedish Limitations‌22

SECTION 2 THE COMMITMENT‌22

2.01 Commitments‌22

2.02 Borrowing Procedures‌22

2.03 Fees‌22

2.04 Use of Proceeds‌22

2.05 Defaulting Lenders‌22

2.06 Substitution of Lenders‌23

SECTION 3 PAYMENTS OF PRINCIPAL AND INTEREST‌24

3.01 Repayment‌24

3.02 Interest‌24

3.03 Prepayments‌25

SECTION 4 PAYMENTS, ETC.‌27

4.01 Payments‌27

4.02 Computations‌28

4.03 Notices‌28

4.04 Set-Off‌28

-i-

4.05 Pro rata Treatment‌28

SECTION 5 YIELD PROTECTION, ETC.‌30

5.01 Additional Costs‌30

5.02 Illegality‌31

5.03 Taxes‌31

SECTION 6 CONDITIONS PRECEDENT‌35

6.01 Conditions to First Borrowing‌35

6.02 Conditions to Second Borrowing‌37

6.03 Conditions to Third Borrowing‌39

6.04 [Reserved‌40

6.05 Conditions to Each Borrowing‌40

SECTION 7 REPRESENTATIONS AND WARRANTIES‌40

7.01 Power and Authority‌41

7.02 Authorization; Enforceability‌41

7.03 Governmental and Other Approvals; No Conflicts‌41

7.04 Financial Statements; Material Adverse Change‌41

7.05 Properties‌42

7.06 No Actions or Proceedings‌45

7.07 Compliance with Laws and Agreements‌45

7.08 Taxes‌45

7.09 Full Disclosure‌46

7.10 Regulation‌46

7.11 Solvency‌46

7.12 Subsidiaries‌47

7.13 Indebtedness and Liens‌47

-ii-

7.14 Material Agreements‌47

7.15 Restrictive Agreements‌47

7.16 Real Property‌47

7.17 Pension Matters‌47

7.18 Collateral; Security Interest‌48

7.19 Regulatory Approvals‌48

7.20 [Reserved‌48

7.21 Update of Schedules‌48

SECTION 8 AFFIRMATIVE COVENANTS‌48

8.01 Financial Statements and Other Information‌49

8.02 Notices of Material Events‌50

8.03 Existence; Conduct of Business‌52

8.04 Payment of Obligations‌52

8.05 Insurance‌52

8.06 Books and Records; Inspection Rights‌53

8.07 Compliance with Laws and Other Obligations‌53

8.08 Maintenance of Properties, Etc.‌53

8.09 Licenses‌54

8.10 Action under Environmental Laws‌54

8.11 Use of Proceeds‌54

8.12 Certain Obligations Respecting Subsidiaries; Further Assurances‌54

8.13 Termination of Non-Permitted Liens‌56

8.14 Intellectual Property‌56

8.15 [Reserved].‌57

8.16 Post-Closing Items‌57

-iii-

SECTION 9 NEGATIVE COVENANTS‌57

9.01 Indebtedness‌57

9.02 Liens‌58

9.03 Fundamental Changes and Acquisitions‌60

9.04 Lines of Business‌60

9.05 Investments‌60

9.06 Restricted Payments‌62

9.07 Payments of Indebtedness‌62

9.08 Change in Fiscal Year‌62

9.09 Sales of Assets, Etc.‌62

9.10 Transactions with Affiliates‌63

9.11 Restrictive Agreements‌63

9.12 Amendments to Material Agreements; Organizational Documents‌63

9.13 Operating Leases‌64

9.14 Sales and Leasebacks‌64

9.15 Hazardous Material‌64

9.16 Accounting Changes‌64

9.17 Compliance with ERISA‌64

9.18 Swedish Guarantor‌64

SECTION 10 RIGHT TO INVEST; CONVERSION OPTION‌64

10.01 Right to Invest‌64

10.02 Conversion Option‌65

SECTION 11 EVENTS OF DEFAULT‌66

11.01 Events of Default‌66

11.02 Remedies‌69

-iv-

SECTION 12 ADMINISTRATIVE AGENT‌70

12.01 Appointment and Duties‌70

12.02 Binding Effect‌71

12.03 Use of Discretion‌72

12.04 Delegation of Rights and Duties‌72

12.05 Reliance and Liability‌72

12.06 Administrative Agent Individually‌73

12.07 Lender Credit Decision‌73

12.08 Expenses; Indemnities‌74

12.09 Resignation of Administrative Agent‌74

12.10 Release of Collateral or Guarantors‌75

12.11 Release of Swedish Liens‌75

SECTION 13 MISCELLANEOUS‌75

13.01 No Waiver‌76

13.02 Notices‌76

13.03 Expenses, Indemnification, Etc.‌76

13.04 Amendments, Etc.‌77

13.05 Successors and Assigns‌78

13.06 Survival‌80

13.07 Captions‌80

13.08 Counterparts‌80

13.09 Governing Law‌80

13.10 Jurisdiction, Service of Process and Venue‌80

13.11 Waiver of Jury Trial‌81

13.12 Waiver of Immunity‌81

-v-

13.13 Entire Agreement‌81

13.14 Severability‌82

13.15 No Fiduciary Relationship‌82

13.16 Confidentiality‌82

13.17 USA PATRIOT ACT‌83

13.18 Maximum Rate of Interest‌83

13.19 Certain Waivers‌83

13.20 Tax Treatment‌83

13.21 Original Issue Discount‌84

13.22 Publicity.‌84

SECTION 14 GUARANTEE‌84

14.01 The Guarantee‌84

14.02 Obligations Unconditional; Subsidiary Guarantor Waivers‌84

14.03 Reinstatement‌85

14.04 Subrogation‌86

14.05 Remedies‌86

14.06 Instrument for the Payment of Money‌86

14.07 Continuing Guarantee‌86

14.08 Rights of Contribution‌86

14.09 General Limitation on Guaranteed Obligations‌87

14.10 Irish Companies Act Limitation on Guaranteed Obligations‌87

SECTION 15 INTERCOMPANY SUBORDINATION AGREEMENT‌87

15.01 Subordination of Intercompany Obligations‌87

-vi-

SCHEDULES AND EXHIBITS

Schedule 1	-	Commitments
Schedule 6.01	-	Foreign Security Documents
Schedule 7.05(b)(i)	-	Certain Intellectual Property
Schedule 7.05(b)(ii)	-	Intellectual Property Exceptions
Schedule 7.05(c)	-	Material Intellectual Property
Schedule 7.06	-	Certain Litigation
Schedule 7.12	-	Information Regarding Subsidiaries
Schedule 7.13(a)	-	Existing Indebtedness of Parent Guarantor and its Subsidiaries
Schedule 7.13(b)	-	Liens Granted by the Obligors
Schedule 7.14	-	Material Agreements of Obligors
Schedule 7.15	-	Restrictive Agreements
Schedule 7.16	-	Real Property Owned or Leased by Parent Guarantor or any Subsidiary
Schedule 7.17	-	Pension Matters
Schedule 9.05	-	Existing Investments
Schedule 9.10	-	Transactions with Affiliates
Schedule 9.14	-	Permitted Sales and Leasebacks

Exhibit A	-	Form of Assumption Agreement
Exhibit B	-	Form of Notice of Borrowing
Exhibit C-l	-	Form of U.S. Tax Compliance Certificate
Exhibit C-2	-	Form of U.S. Tax Compliance Certificate
Exhibit C-3	-	Form of U.S. Tax Compliance Certificate
Exhibit C-4	-	Form of U.S. Tax Compliance Certificate
Exhibit D	-	Form of Compliance Certificate
Exhibit E	-	Reserved
Exhibit F	-	Form of Landlord Consent
Exhibit G	-	Form of Subordination Agreement
Exhibit H	-	Reserved
Exhibit I	-	Form of Warrant

TERM LOAN AGREEMENT, dated as of May 19, 2020 (this “Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or (b), each an “Obligor” and collectively, the “Obligors”), and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Avenue”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Administrative Agent”).

WITNESSETH:

Borrower have requested the Lenders to make term loans to Borrower, and the Lenders are prepared to make such loans on and subject to the terms and conditions hereof. Accordingly, the parties agree as follows:

SECTION 1
DEFINITIONS

1.01 Certain Defined Terms. As used herein, the following terms have the following respective meanings:

“Accounting Change Notice” has the meaning set forth in Section 1.04(a).

“Acquisition” means any transaction, or any series of related transactions, by which any Person directly or indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase or license of assets, or similar transaction having the same effect as any of the foregoing, (a) acquires any business or product, or any division, product or line of business or all or substantially all of the assets of any Person engaged in any business or any division, product or line of business, (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such Person are managed by a board of directors or other governing body, or (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body.

“Act” has the meaning set forth in Section 13.17.

“Administrative Agent” has the meaning set forth in the introduction hereto.

“Affected Lender” has the meaning set forth in Section 2.06(a).

DMS 17185250.10

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” has the meaning set forth in the introduction hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Obligor, its Subsidiaries or Affiliates from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to an Obligor, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transaction Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Asset Sale” has the meaning set forth in Section 9.09.

“Asset Sale Net Proceeds” means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide costs incurred in connection with such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non-cash proceeds as determined by the Majority Lenders, acting reasonably.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee of such Lender.

“Assumption Agreement” means a Guarantee or Borrower Assumption Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” or “Borrower” hereunder.

“Avenue” has the meaning set forth in the introduction hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy.”

“Basic Rate” means the per annum rate of interest (based on a year of three hundred sixty-five (365) days) equal to the sum of (I) the greater of (a) the Prime Rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, and (b) 3.25%, plus (II) 6.75%. Notwithstanding the foregoing, the Basic Rate shall not be less than 10%.

“Beneficiary” has the meaning set forth in Section 1.05.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Obligor or Subsidiary thereof incurs or otherwise has any obligation or liability, contingent or otherwise.

DMS 17185250.10

“Borrower” has the meaning set forth in the introduction hereto.

“Borrower Facility” means the premises located at 900 Northbrook Drive, Suite 200, Trevose, PA 19053, which are leased by Borrower pursuant to the Borrower Lease.

“Borrower Landlord” means Northbrook TC Equities, Northbrook 134 West 93 Equities LLC, Northbrook Lemad Equities LLC, Northbrook CH Equities LLC, Northbrook Clinton Equities LLC, Northbrook UK1 Equities LLC, Northbrook Loken LLC, Northbrook HS Development LLC, Northbrook HS RK LLC, Northbrook TEIDIF LLC, as tenants in common.

“Borrower Lease” means the Lease dated November 27, 2017 by and between Borrower and Borrower Landlord.

“Borrower Party” has the meaning set forth in Section 13.03(b).

“Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders according to their respective Commitments.

“Borrowing Date” means the date of a Borrowing.

“Borrowing Notice Date” means, (a) in the case of the first Borrowing, a date that is at least two (2) Business Days prior to the Borrowing Date of such Borrowing, (b) in the case of the second Borrowing, a date that is at least ten (10) Business Day prior to the Borrowing Date of such Borrowing and, (c) in the case of a subsequent Borrowing (that is not the first Borrowing or the second Borrowing), a date that is at least ten (10) Business Days prior to the Borrowing Date of such Borrowing.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in New York City, New York.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or legally (or otherwise of record), by any Person or group of Persons acting jointly or otherwise in concert of capital stock representing more than 49% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Parent Guarantor, (b) during any period of twelve (12) consecutive calendar months, the occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent Guarantor by Persons who were neither (i) nominated by the board of directors of Parent Guarantor, nor (ii) appointed by directors so nominated, (c) the acquisition of direct or indirect Control of Parent Guarantor by any Person or group of Persons acting jointly or otherwise in concert; in each case whether as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or

DMS 17185250.10

otherwise, or (d) Borrower ceases to be a wholly owned direct or indirect subsidiary of Parent Guarantor.

“Claims” means any claims, demands, complaints, grievances, actions, applications, suits, causes of action, orders, charges, indictments, prosecutions, informations (brought by a public prosecutor without grand jury indictment) or other similar processes, assessments or reassessments.

“Closing Date” means May 19, 2020.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Collateral” means any Property in which a Lien is purported to be granted under any of the Security Documents (or all such Property, as the context may require).

“Commitment” means, with respect to each Lender, the obligation of such Lender to make Loans to Borrower in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name on Schedule 1 under the caption “Commitment”, as such Schedule may be amended from time to time. The aggregate Commitments on the Closing Date hereof equal $20,000,000. In the event that investment committee approval is obtained pursuant to Section 6.03(d), the “Commitment” shall mean $30,000,000 as of the date of such investment committee approval and Schedule 1 shall be amended by the Administrative Agent to reflect the increased Commitment amount.

“Commitment Period” means the period from and including the first date on which all of the conditions precedent set forth in Section 6 have been satisfied (or waived by the Lenders) and through and including March 31, 2022.

“Compliance Certificate” has the meaning given to such term in Section 8.01(d).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contracts” means contracts, licenses, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements under which a Person has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied).

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Foreign Corporation” means a “controlled foreign corporation” as defined in Section 957(a) of the Code.

DMS 17185250.10

“Conversion Amount” has the meaning set forth in Section 10.02.

“Conversion Date” means the date immediately prior to the date any Lender exercises the Conversion Option by delivering a Conversion Notice in accordance with Section 10.02.

“Conversion Notice” has the meaning set forth in Section 10.02.

“Conversion Option” has the meaning set forth in Section 10.02.

“Conversion Price” means the Exercise Price multiplied by 120%.

“Copyright” has the meaning set forth in the Security Agreement.

“Default” means any Event of Default and any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default.

“Default Rate” has the meaning set forth in Section 3.02(b).

“Defaulting Lender” means, subject to Section 2.05, any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified Borrower or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.05(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Deposit Account” has the meaning set forth in the Security Agreement.

“Dollars” and “$” means lawful money of the United States of America.

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“Eligible Transferee” means and includes a commercial bank, an insurance company, a finance company, a financial institution, any investment fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) that is principally in the business of managing investments or holding assets for investment purposes.

“Environmental Law” means any federal, state, provincial or local governmental law, rule, regulation, order, writ, judgment, injunction or decree relating to pollution or protection of the environment or the treatment, storage, disposal, release, threatened release or handling of hazardous materials, and all local laws and regulations related to environmental matters and any specific agreements entered into with any competent authorities which include commitments related to environmental matters.

“Equity Interest” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity.

“Equivalent Amount” means, with respect to an amount denominated in one currency, the amount in another currency that could be purchased by the amount in the first currency determined by reference to the Exchange Rate at the time of determination.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, collectively, any Obligor, Subsidiary thereof, and any Person under common control, or treated as a single employer, with any Obligor or Subsidiary thereof, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (a) a reportable event as defined in Section 4043 of ERISA with respect to a Title IV Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Title IV Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following 30 days; (c) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan or the termination of any Title IV Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by any Obligor or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Title IV Plan or Multiemployer Plan;

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(f) the imposition of liability on any Obligor or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Title IV Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Title IV Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the determination that any Title IV Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; (j) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Title IV Plan; (1) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Obligor or any Subsidiary thereof may be directly or indirectly liable; (m) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, or against any Obligor or any Subsidiary thereof in connection with any such plan; (n) receipt from the IRS of notice of the failure of any Qualified Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code; (o) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Obligor or any ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code; or (p) the establishment or amendment by any Obligor or any Subsidiary thereof of any “welfare plan”, as such term is defined in Section 3(1) of ERISA, that provides post-employment welfare benefits in a manner that would increase the liability of any Obligor.

“ERISA Funding Rules” means the rules regarding minimum required contributions (including any installment payment thereof) to Title IV Plans, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Event of Default” has the meaning set forth in Section 11.01.

“Exchange Rate” means the rate at which any currency (the “Pre-Exchange Currency”) may be exchanged into another currency (the “Post-Exchange Currency”), as set forth on such date on the relevant Reuters screen at or about 11:00 a.m. (Eastern time) on such date. In the event that such rate does not appear on the Reuters screen, the “Exchange Rate” with respect to exchanging such Pre-Exchange Currency into such Post-Exchange Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by Borrower and Administrative Agent or, in the absence of such agreement, such Exchange Rate shall instead be determined by Administrative Agent by any reasonable method as they deem applicable to determine such rate, and such determination shall be conclusive absent manifest error.

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“Excluded Foreign Subsidiary” means any Foreign Subsidiary that is (i) a Controlled Foreign Corporation or (ii) a Foreign Subsidiary owned by a Subsidiary described in clause (i).

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) U.S. Federal withholding Taxes that are imposed on amounts payable to a Lender to the extent that the obligation to withhold amounts existed on the date that (i) such Lender became a “Lender” under this Agreement (other than pursuant to an assignment request by Borrower under Section 5.03(g)), or (ii) such Lender changes its applicable lending office, except in each case to the extent such Lender is a direct or indirect assignee of any other Lender that was entitled, at the time the assignment of such other Lender became effective or to such Lender immediately before it changed its applicable lending office, to receive additional amounts under Section 5.03, (c) any U.S. Federal withholding Taxes imposed under FATCA, and (d) Taxes attributable to such Recipient’s failure to comply with Section 5.03(e).

“Exercise Price” means the lower of (i) $1.87 or (ii) the effective price of any bona fide equity financing prior to December 31, 2020.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not more onerous to comply with), any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FDA” means the United States Food and Drug Administration.

“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest), due upon the earliest to occur of (a) the Maturity Date, (b) the acceleration of any Loan, or (c) the prepayment of a Loan pursuant to, and payable in accordance with, Section 3.03(a), equal to (x) $800,000 or (y), if the third Borrowing is provided, the sum of $800,000 plus 4% of the amount of the third Borrowing.

“First-Tier Foreign Subsidiary” means an Excluded Foreign Subsidiary that is a direct Subsidiary of an Obligor.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means a Subsidiary of any Obligor that is not a U.S. Person.

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“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.02, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in Section 7.04(a).

“Governmental Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” means any nation, government, branch of power (whether executive, legislative or judicial), state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to government, including regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or regulation-making organizations or entities of any State, territory, county, city or other political subdivision of the United States.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning set forth in Section 14.01.

“Hazardous Material” means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product, pollutant, contaminant or material which is hazardous or toxic, and includes (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.

“Hedging Agreement” means any interest rate exchange agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

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“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) obligations of such Person with respect to deposits or advances of any kind by third parties (other than an Obligor), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness or other obligations of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) obligations under any Hedging Agreement currency swaps, forwards, futures or derivatives transactions, (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (1) all obligations of such Person under license or other agreements containing a guaranteed minimum payment or purchase by such Person, and (m) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Party” has the meaning set forth in Section 13.03(b).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intellectual Property” means all Patents, Trademarks, Copyrights, and Technical Information, whether registered or not, domestic and foreign. Intellectual Property shall include all:

(a)applications or registrations relating to such Intellectual Property;

(b)rights and privileges arising under applicable Laws with respect to such Intellectual Property;

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(c)rights to sue for past, present or future infringements of such Intellectual Property; and

(d)rights of the same or similar effect or nature in any jurisdiction corresponding to such Intellectual Property throughout the world.

“Interest Period” means, with respect to each Borrowing, (a) initially, the period commencing on and including the Borrowing Date thereof and ending on and excluding the next Payment Date, and, (b) thereafter, each period beginning on and including the last day of the immediately preceding Interest Period and ending on and excluding the next succeeding Payment Date.

“Interest-Only Period” means the period from and including the first Borrowing Date and through and including (i) the twelfth (12^th) Payment Date following the first Borrowing Date; (ii) if Borrower has achieved the LOGICS Positive Data Milestone, and so long as no Default or Event of Default has occurred and is continuing, the twenty-third (24^th) Payment Date following the first Borrowing Date; and (iii) if Borrower has achieved the Recorlev NDA Approval Milestone and so long as no Default or Event of Default has occurred and is continuing, the thirty-sixth (36^th) Payment Date following the first Borrowing Date.

“Invention” means any novel, inventive and useful art, apparatus, method, process, machine (including article or device), manufacture or composition of matter, or any novel, inventive and useful improvement in any art, method, process, machine (including article or device), manufacture or composition of matter.

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement.

“Irish Companies Act” means the Companies Act 2014 of Ireland.

“Irish Guarantor” has the meaning set forth in the introduction hereto.

“Irish Security Documents” means each Irish Debenture described on Schedule 6.01.

“IRS” means the U.S. Internal Revenue Service or any successor agency, and to the extent relevant, the U.S. Department of the Treasury.

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“Knowledge” means, with respect to any Person, the actual knowledge of the chief executive officer, executive chairman, chief financial officer or chief legal officer of Borrower, so long as such Person is an officer of Borrower.

“Landlord Consent” means a Landlord Consent substantially in the form of Exhibit F or such other form as reasonably acceptable to the Administrative Agent.

“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial, municipal and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” means each Person listed as a “Lender” on a signature page hereto, together with its successors, and each assignee of a Lender pursuant to Section 13.05(b).

“Lien” means any mortgage, lien, pledge, charge or other security interest, or any lease, title retention agreement, mortgage, restriction, easement, right-of-way or other encumbrance of any kind or character whatsoever or any preferential arrangement that has the practical effect of creating a security interest.

“Loan” means each loan advanced by a Lender pursuant to Section 2.01.

“Loan Documents” means, collectively, this Agreement, the Security Documents, each Warrant, the Perfection Certificates, any subordination agreement or any intercreditor agreement entered into by Administrative Agent (on behalf of the Lenders) with any other creditors of Obligors or any agent acting on behalf of such creditors, and any other present or future document, instrument, agreement or certificate executed by Obligors and delivered to Administrative Agent or any Secured Party in connection with or pursuant to this Agreement or any of the other Loan Documents, all as amended, amended and restated, supplemented or otherwise modified.

“LOGICS Positive Data Milestone” means Borrower has achieved positive Phase 3 data in its LOGICS clinical trial, sufficient to submit a New Drug Application to the FDA.

“Loss” means judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any Claim or any proceeding relating to any Claim.

“Majority Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Commitments (or, if such Commitments are terminated, the outstanding principal amount of the Loans) then in effect, ignoring, in such calculation, the Commitments of and outstanding Loans owing to any Defaulting Lender.

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“Margin Stock” means “margin stock” within the meaning of Regulation U and Regulation X.

“Material Adverse Change” and “Material Adverse Effect” mean a material adverse change in or effect on (a) the business, condition (financial or otherwise), operations, performance or Property of Parent Guarantor and its Subsidiaries taken as a whole, (b) the ability of any Obligor to perform its obligations under the Loan Documents, or (c) the legality, validity, binding effect or enforceability of the Loan Documents or the rights and remedies of Administrative Agent or any Lender under any of the Loan Documents.

“Material Agreements” means (a) the agreements which are listed in Schedule 7.14 on the Closing Date, (b) material inbound and outbound license agreements and (c) all other agreements held by the Obligors from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect; provided, however, that “Material Agreements” exclude all: (i) licenses implied by the sale of a product; and (ii) paid-up licenses for commonly available software programs under which an Obligor is the licensee. “Material Agreement” means any one such agreement.

“Material Indebtedness” means, at any time, any Indebtedness of any Obligor, the outstanding principal amount of which, individually or in the aggregate, exceeds $300,000 (or the Equivalent Amount in other currencies).

“Material Intellectual Property” means, the Obligor Intellectual Property described in Schedule 7.05(c) and any other Obligor Intellectual Property acquired after the Closing Date, the loss of which would reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means the earlier to occur of (a) the Stated Maturity Date, and (b) the date on which the Loans are accelerated pursuant to Section 11.02.

“Maximum Rate” has the meaning set forth in Section 13.18.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Non-Consenting Lender” has the meaning set forth in Section 2.06(a).

“Notice of Borrowing” has the meaning set forth in Section 2.02.

“Obligations” means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Obligor to Administrative Agent, any Lender or any other indemnitee hereunder, arising out of, under, or in connection with, any Loan Document (other than the Warrant), whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) all Loans, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or

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not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Obligor under any Loan Document (other than the Warrant).

“Obligor Intellectual Property” means Intellectual Property owned by or licensed to any of the Obligors.

“Obligors” has the meaning set forth in the introduction hereto.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Option Shares” has the meaning set forth in Section 10.02(c).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.03(g)).

“Parent Guarantor” has the meaning set forth in the introduction hereto.

“Participant” has the meaning set forth in Section 13.05(e).

“Participant Register” has the meaning set forth in Section 13.05(f).

“Patents” has the meaning set forth in the Security Agreement.

“Payment Date” means the first day of each month during the term hereof, and the Maturity Date, commencing on the first such date to occur following the first Borrowing Date; provided that, if any such date shall occur on a day that is not a Business Day, the applicable Payment Date shall be the immediately preceding Business Day.

“PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificates” means each perfection certificate dated as of the Closing Date delivered by each Obligor to Administrative Agent.

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“Permitted Acquisition” means any acquisition by any Obligor, whether by purchase, merger, license or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division or a product of, any Person; provided that:

(a)immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b)all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Laws and in conformity in all material respects with all applicable Governmental Approvals;

(c)in the case of the acquisition of all of the Equity Interests of such Person, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares required pursuant to applicable Law) acquired, or otherwise issued by such Person or any newly formed Subsidiary of Parent Guarantor in connection with such acquisition, shall be owned 100% by an Obligor or any other Subsidiary, and Parent Guarantor shall have taken, or caused to be taken, each of the actions set forth in Section 8.12, if applicable;

(d)[Reserved];

(e)such Person (in the case of an acquisition of Equity Interests) or assets (in the case of an acquisition of assets or a division) (i) shall be engaged or used, as the case may be, in the same business or lines of business in which Parent Guarantor and/or its Subsidiaries are engaged or (ii) shall have a similar customer base as Parent Guarantor and/or its Subsidiaries; and

(f)concurrent with the earlier of the execution of the applicable acquisition agreement or the consummation of such acquisition, Borrower shall have provided Administrative Agent copies of the acquisition agreement and other material documents relative to the proposed acquisition.

“Permitted Cash Equivalent Investments” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than two (2) years from the date of acquisition thereof, (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) Investments permitted by Parent Guarantor’s investment policy in effect on the Closing Date hereof, as amended from time to time, provided that such amendment thereto has been approved in writing by the Administrative Agent.

“Permitted Indebtedness” means any Indebtedness permitted under Section 9.01.

“Permitted Liens” means any Liens permitted under Section 9.02.

“Permitted Priority Liens” means (a) Liens permitted under Section 9.02(c), (d), (e), (f), (g), and (j), and (b) Liens permitted under Section 9.02(b); provided that such Liens are also of the type described in Section 9.02(c), (d), (e), (f), (g), and (j).

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“Permitted Refinancing” means, with respect to any Indebtedness, any extensions, renewals and replacements of such Indebtedness; provided that such extension, renewal or replacement (a) shall not increase the outstanding principal amount of such Indebtedness, (b) contains terms relating to outstanding principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole no less favorable in any material respect to Parent Guarantor and its Subsidiaries or the Secured Parties than the terms of any agreement or instrument governing such existing Indebtedness, (c) shall have an applicable interest rate which does not exceed the rate of interest of the Indebtedness being replaced, and (d) shall not contain any new requirement to grant any lien or security or to give any guarantee that was not an existing requirement of such Indebtedness.

“Permitted Subordinated Debt” means Indebtedness (a) that is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (b) that has a maturity date later than the Stated Maturity Date, (c) in respect of which no cash payments of principal or interest are required prior to the Stated Maturity Date, (d) that converts into equity immediately upon the occurrence of an Event of Default, and (e) in respect of which the holders have agreed in favor of Borrower and Secured Parties (i) that prior to the date on which the Commitments have expired or been terminated and all Obligations have been paid in full indefeasibly in cash, such holders will not exercise any remedies available to them in respect of such Indebtedness, (ii) that such Indebtedness is and shall remain unsecured, and (iii) to terms of subordination in substantially the form attached hereto as Exhibit G and with such changes (if any) as are reasonably satisfactory to Administrative Agent, or such other form as reasonably acceptable to the Majority Lenders.

“Person” means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Parent Guarantor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Premium” has the meaning set forth in Section 3.03(a).

“Pro Rata Final Payment” means the percentage of the Final Payment obtained by dividing (a) the principal amount of any Loan being prepaid pursuant to Section 3.03(a) by (b) the total amount of Loans made hereunder.

“Product” means KEVEYIS®, Recorlev, Veldoreotide and such other products as may be acquired or in-licensed by any Obligor, and each of their respective successors.

“Property” of any Person means any property or assets, or interest therein, of such Person.

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“Proportionate Share” means, with respect to any Lender, the percentage obtained by dividing (a) the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect.

“Qualified Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (a) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate thereof has ever made, or was ever obligated to make, contributions, and (b) that is intended to be tax qualified under Section 401(a) of the Code.

“Qualified Securities” means fully paid, non-assessable and unrestricted ordinary shares of Parent Guarantor allotted and issued in accordance with Section 10.02.

“Recipient” means Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation.

“Recorlev NDA Approval Milestone” means Borrower obtains approval of the New Drug Application for Recorlev for the treatment of Endogenous Cushing’s syndrome from the FDA.

“Redemption Date” has the meaning set forth in Section 3.03(a).

“Redemption Price” has the meaning set forth in Section 3.03(a).

“Register” has the meaning set forth in Section 13.05(d).

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as amended.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as amended.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as amended.

“Regulatory Approvals” means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.

“Related Person” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Requirement of Law” means, as to any Person, any statute, law, treaty, rule or regulation or determination, order, injunction or judgment of an arbitrator or a court or other

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Governmental Authority, in each case applicable to or binding upon such Person or any of its Properties or revenues.

“Responsible Officer” of any Person means each of the president, chief operating officer, chief financial officer, chief executive officer, chief legal officer, and chief medical officer or controller of such Person.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent Guarantor or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock, share capital or other Equity Interest of Parent Guarantor or any of its Subsidiaries or any option, warrant or other right to acquire any such shares of capital stock, share capital or other Equity Interest of Parent Guarantor or any of its Subsidiaries.

“Restrictive Agreement” has the meaning set forth in Section 7.15.

“Restructured Debt Securities” has the meaning set forth in Section 15.01.

“Revenue” of a Person means all revenue properly recognized under GAAP, consistently applied, less all rebates, discounts and other price allowances.

“Sanctioned Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Jurisdiction or (c) any Person owned or Controlled by any such person or Persons described in clauses (a) and (b).

“Sanctions” means any international economic sanction administered or enforced by the United States (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any other Governmental Authority succeeding to any of its principal functions.

“Secured Parties” means the Lenders, Administrative Agent, each other Indemnified Party and any other holder of any Obligation.

“Securities Account” has the meaning set forth in the Security Agreement.

“Security Agreement” means the Security Agreement, dated as of the Closing Date, among the Obligors and Administrative Agent, granting a security interest in the Obligors’ personal Property in favor of the Secured Parties.

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“Security Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, the Swedish Security Document, the Irish Security Documents and each other security document, control agreement or financing statement required or recommended to perfect Liens in favor of the Secured Parties.

“Senior Indebtedness” has the meaning set forth in Section 15.01.

“Short-Form IP Security Agreements” means New York law short-form copyright, patent or trademark (as the case may be) security agreements, dated as of the Closing Date, entered into by one or more Obligors in favor of Administrative Agent, for the benefit of the Secured Parties, in respect of the Obligors’ United States Intellectual Property, each in form and substance reasonably satisfactory to Administrative Agent (and as amended, modified or replaced from time to time).

“Solvent” means, with respect to any Person at any time, that (a) the present fair saleable value of the Property of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, and (c) such Person has not incurred and does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature.

“Stated Maturity Date” means May 19, 2024.

“Subordinated Intercompany Indebtedness” has the meaning set for in Section 15.01.

“Subsequent Financing” has the meaning set forth in Section 10.01.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Parent Guarantor.

“Subsidiary Guarantors” means Parent Guarantor and each Subsidiary of Parent Guarantor that becomes, or is required to become, a “Subsidiary Guarantor” after the Closing Date pursuant to Section 8.12(a) or (b); provided that, as of the Closing Date, Irish Guarantor and Swedish Guarantor are “Subsidiary Guarantors”.

“Substitute Lender” has the meaning set forth in Section 2.06(a).

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“Swedish Guarantor” has the meaning set forth in the introduction hereto.

“Swedish Obligor” means an Obligor incorporated under the laws of Sweden.

“Swedish Security Document” means the Swedish share pledge agreement described on Schedule 6.01.

“Tax Affiliate” means (a) Parent Guarantor and its Subsidiaries, (b) each other Obligor and (c) any Affiliate of an Obligor with which such Obligor files or is eligible to file consolidated, combined or unitary Tax returns.

“Tax Returns” has the meaning set forth in Section 7.08.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Technical Information” means all trade secrets and other proprietary or confidential information, public information, non-proprietary know-how, any information of a scientific, technical, or business nature in any form or medium, standards and specifications, conceptions, ideas, innovations, discoveries, Invention disclosures, all documented research, developmental, demonstration or engineering work and all other information, data, plans, specifications, reports, summaries, experimental data, manuals, models, samples, know-how, technical information, systems, methodologies, computer programs, information technology and any other information.

“Title IV Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate thereof has ever made, or was obligated to make, contributions, and (ii) that is or was subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.

“Trademarks” is defined in the Security Agreement.

“Transactions” means the execution, delivery and performance by each Obligor of this Agreement and the other Loan Documents to which such Obligor is intended to be a party and the Borrowings (and the use of the proceeds of the Loans).

“U.S. Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(e)(ii)(B)(3).

“United States” or “U.S.” means the United States of America.

“VWAP” means, for each trading day, the total amount of dollars traded for every transaction (price multiplied by the number of shares traded) involving Parent Guarantor’s ordinary shares, divided by the total number of Parent Guarantor’s ordinary shares traded.

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“Warrant” means each warrant to purchase Equity Interests of Parent Guarantor, issued by Parent Guarantor to the Lenders in connection with the Transactions substantially in the form of Exhibit I.

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

“Withholding Agent” means any Obligor and Administrative Agent.

1.02 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. All components of financial calculations made to determine compliance with this Agreement, including Section 10, shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Acquisition consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by Parent Guarantor based on assumptions expressed therein and that were reasonable based on the information available to Parent Guarantor at the time of preparation of the Compliance Certificate setting forth such calculations.

1.03 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, (a) the terms defined in this Agreement include the plural as well as the singular and vice versa; (b) words importing gender include all genders; (c) any reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement; (d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the words herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision; (e) references to days, months and years refer to calendar days, months and years, respectively; (f) all references herein to “include” or “including” shall be deemed to be followed by the words “without limitation”; (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but not including”; and (h) accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property” , which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and permits and any right or interest in any property, except where otherwise noted); and (i) all references to an "examiner" shall be deemed to mean an examiner appointed under Section 509 of the Irish Companies Act and "examinership" shall be construed accordingly. Unless otherwise expressly provided herein, references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all permitted subsequent amendments, restatements, extensions, supplements and other modifications thereto.

1.04 [Reserved].

1.05 Swedish Trust Provision. If any Swedish Obligor is required to hold an amount on trust on behalf of any other party (the “Beneficiary”), such Swedish Obligor shall hold such money as

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agent for the Beneficiary in a separate account and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct.

1.06 Swedish Limitations. Notwithstanding the other provisions of this Agreement, the obligations and liabilities of a Swedish Obligor in its capacity as Subsidiary Guarantor under this Agreement and/or under Section 15 of this Agreement and/or in relation to any indemnity and/or any obligation to pay any cost of any other Obligor (other than a wholly-owned Subsidiary of that Swedish Obligor) under this Agreement or any other Loan Document shall be limited if (and only if) required by the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regulating distribution of assets (Chapter 17, Sections 1 - 4 (or their equivalents from time to time)), and it is understood that the liability of a Swedish Obligor for such obligations and liabilities only applies to the extent permitted by the above mentioned provisions of the Swedish Companies Act.

SECTION 2
THE COMMITMENT

2.01 Commitments. Each Lender agrees severally, on and subject to the terms and conditions of this Agreement (including Section 6), to make up to three term loans to Borrower, each on a Business Day during the Commitment Period in Dollars in an aggregate principal amount for such Lender not to exceed such Lender’s unfunded Commitment; provided, however, that no Lender shall be obligated to make a Loan in excess of such Lender’s Proportionate Share of the applicable amount of any Borrowing set forth in Section 6 (if any). Amounts of Loans repaid may not be reborrowed.

2.02 Borrowing Procedures. Subject to the terms and conditions of this Agreement (including Section 6), each Borrowing shall be made on written notice in the form of Exhibit B given by Borrower to Administrative Agent not later than 11:00 a.m. (Eastern time) on the Borrowing Notice Date (a “Notice of Borrowing”). Each Borrowing shall be made by the Borrower.

2.03 Fees. The Borrower shall pay to Administrative Agent and/or the Lenders, as applicable, such fees as described in this Agreement.

2.04 Use of Proceeds. Borrower shall use the proceeds of the Loans for general working capital purposes of the Obligors and corporate and other lawful purposes of the Obligors, Permitted Acquisitions, to pay fees, costs and expenses incurred in connection with the Transactions and to pay fees (including the commitment fee set forth in Section 6.01(e)), costs and expenses; provided that the Lenders shall have no responsibility as to the use of any proceeds of Loans.

2.05 Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

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(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Majority Lenders” and Section 13.04.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Lenders for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11, Section 4.04 or otherwise), shall be applied at such time or times as follows: first, as Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; second, if so determined by the Majority Lenders and Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made at a time when the conditions set forth in Section 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)Defaulting Lender Cure. If Borrower and the Majority Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Proportionate Share, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.06 Substitution of Lenders.

(a)Substitution Right. If any Lender (an “Affected Lender”), (i) becomes a Defaulting Lender or (ii) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Majority Lenders is obtained but that requires the consent of other Lenders (a “Non-Consenting Lender”), then (x) Borrower may elect to pay in full such Affected Lender with respect to all Obligations due to such Affected Lender or (y) either

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Borrower or Administrative Agent shall identify any willing Lender or Affiliate of any Lender or Eligible Transferee (in each case, a “Substitute Lender”) to substitute for such Affected Lender; provided that any substitution of a Non-Consenting Lender shall occur only with the consent of Administrative Agent.

(b)Procedure. To substitute such Affected Lender or pay in full all Obligations owed to such Affected Lender, Borrower shall deliver a notice to such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery by Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender (which for the avoidance of doubt, shall not include any Prepayment Premium) and (ii) in the case of a substitution, an Assignment and Assumption executed by the Substitute Lender, which shall thereunder, among other things, agree to be bound by the terms of the Loan Documents.

(c)Effectiveness. Upon satisfaction of the conditions set forth in Sections 2.06(a) and (b), Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender, such Affected Lender’s Commitments shall be terminated and (ii) in the case of any substitution of an Affected Lender, (A) such Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain such rights under the Loan Documents that expressly provide that they survive the repayment of the Obligations and the termination of the Commitments, (B) such Affected Lender shall no longer constitute a “Lender” hereunder and such Substitute Lender shall become a “Lender” hereunder and (C) such Affected Lender shall execute and deliver an Assignment and Assumption to evidence such substitution; provided, however, that the failure of any Affected Lender to execute any such Assignment and Assumption shall not render such sale and purchase (or the corresponding assignment) invalid.

SECTION 3
PAYMENTS OF PRINCIPAL AND INTEREST

3.01 Repayment.

(a)Repayment. During the Interest-Only Period, no scheduled payments of principal of the Loans shall be due. Borrower agrees to repay to the Lenders the outstanding principal amount of the Loans, on each Payment Date occurring after the Interest-Only Period, in equal installments. The amounts of such installments shall be calculated by dividing (i) the sum of the aggregate principal amount of the Loans outstanding on the first day following the end of the Interest-Only Period, by (ii) the number of Payment Dates remaining prior to and including the Stated Maturity Date.

(b)Application. Any optional or mandatory prepayment of the Loans shall be applied to the installments thereof under Section 3.01(a) in the inverse order of maturity. To the extent not previously paid, the principal amount of the Loans, together with all other outstanding Obligations, shall be due and payable on the Maturity Date.

3.02 Interest.

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(a)Interest Generally. Borrower agrees to pay to the Lenders interest on the unpaid principal amount of the Loans and the amount of all other outstanding Obligations, in the case of the Loans, for the period from the applicable Borrowing Date and, in the case of any other Obligation, from the date such other Obligation is due and payable, in each case, until paid in full, at a floating rate per annum equal to the Basic Rate.

(b)Default Interest. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the interest payable pursuant to Section 3.02(a) shall increase automatically by 4.00% per annum (such aggregate increased rate, the “Default Rate”). Notwithstanding any other provision herein, if interest is required to be paid at the Default Rate, it shall be paid entirely in cash.

(c)Interest Payment Dates. Accrued interest on the Loans shall be payable in advance on each Payment Date with respect to the next succeeding Interest Period in cash, and upon the payment or prepayment of the Loans (on the principal amount being so paid or prepaid); provided that interest payable at the Default Rate shall be payable from time to time on demand.

3.03 Prepayments.

(a)Optional Prepayments. Upon prior written notice to Administrative Agent delivered pursuant to Section 4.03, Borrower shall have the right at any time to optionally prepay in whole or in part, the outstanding principal amount of the Loans (a “Redemption Date”; which shall not include the Maturity Date) for an amount equal to the aggregate principal amount of the Loans being prepaid plus the Prepayment Premium plus the Pro Rata Final Payment (to the extent the Final Payment has not previously been paid) plus any accrued but unpaid interest and any fees then due and owing (such aggregate amount, the “Redemption Price”). The applicable “Prepayment Premium” shall be an amount calculated pursuant to Section 3.03(a)(i).

(i)If the Redemption Date occurs:

(A)on or prior to the first anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date;

(B)after the first anniversary of the Closing Date, and on or prior to the second anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; and

(C)after the second anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date.

(ii)Any partial optional prepayments in accordance with Section 3.03(a) shall be in an aggregate minimum amount of $5,000,000 and an integral multiple of $5,000,000 or, if less, the aggregate principal amount of the Loans outstanding hereunder.

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(iii)No partial prepayment shall be made under this Section 3.03(a) in connection with any event described in Section 3.03(b).

(b)Mandatory Prepayments.

(i)Asset Sales. In the event of any contemplated Asset Sale or series of Asset Sales (other than (x) an Asset Sale of Veldoreotide, subject to the prior written consent of the Lenders, which shall not be unreasonably withheld, or (y) any Asset Sale permitted under Section 9.09(a), (b), (c) (other than by the Swedish Guarantor to the extent cash proceeds are received by it and held for a period of longer than five (5) Business Days), (d), or (h)) yielding Asset Sale Net Proceeds in excess of $2,500,000 in the aggregate, Borrower shall provide three (3) Business Days’ prior written notice of such Asset Sale to Administrative Agent and, if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(i), Borrower shall: (x) if the assets sold represent substantially all of the assets or Revenues from the sale of the Products, or represent any specific line of business which either on its own or together with other lines of business sold over the term of this Agreement account for Revenue from the sale of the Products generated by such lines of business exceeding 10% of the Revenue from the sale of the Products in the immediately preceding year, prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Asset Sale in accordance with Section 3.03(a), and (y) in the case of all other Asset Sales not described in the foregoing clause (x), prepay the Loans in an amount equal to the entire amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees then due and owing, credited in the following order:

(A)first, in reduction of Borrower’s obligation to pay any unpaid interest and any fees then due and owing;

(B)second, in reduction of Obligors’ obligation to pay any Claims or Losses referred to in Section 13.03 then due and owing;

(C)third, in reduction of Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of the Loans;

(D)fourth, in reduction of any other Obligation then due and owing; and

(E)fifth, to Borrower or such other Persons as may lawfully be entitled to or directed by Borrower to receive the remainder.

(ii)Change of Control. In the event of a Change of Control, Borrower shall immediately provide notice of such Change of Control to Administrative Agent and, if within ten (10) Business Days of receipt of such notice Majority Lenders or Administrative Agent advise Borrower in writing that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(ii), Borrower shall prepay within three (3) Business Days after such written notice the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Change of Control in accordance with Section 3.03(a).

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(c)Required AHYDO Payment. Notwithstanding anything herein to the contrary, if, at any Payment Date on or after March 30, 2024, the aggregate amount of accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Code) on any Loan would, but for this Section 3.03(c), exceed an amount equal to the product of the issue price of such Loan multiplied by the yield to maturity (as defined in Treasury Regulations Section 1.12721(b)(l)(i)) of such Loan, the Borrower shall prepay at each such applicable Payment Date, the minimum amount of principal plus accrued interest on such Loan necessary to prevent any of the accrued and unpaid interest and original issue discount on such Loan from being disallowed or deferred as a deduction under Section 163(e)(5) of the Code to the Borrower. No partial prepayment of any Loan pursuant to any other provision of this Agreement shall alter the obligation of the Borrower to make prepayments provided for in this Section 3.03(c). Any payment made pursuant to this Section 3.03(c) shall be applied in accordance with Section 4.01(b).

SECTION 4
PAYMENTS, ETC.

4.01 Payments.

(a)Payments Generally. Each payment of principal, interest and other amounts to be made by the Obligors under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to an account to be designated by Administrative Agent by notice to Borrower, not later than 2:00 p.m. (Eastern time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

(b)Application of Payments. Unless otherwise expressly provided in this Agreement, each Obligor shall, at the time of making each payment under this Agreement or any other Loan Document, specify to Administrative Agent the amounts payable by such Obligor hereunder to which such payment is to be applied (and in the event that Obligors fail to so specify, or if an Event of Default has occurred and is continuing, the Lenders may apply such payment in the manner they determine to be appropriate).

(c)Non-Business Days. If the due date of any payment under this Agreement (other than of principal of or interest on the Loans) would otherwise fall on a day that is not a Business Day, unless otherwise provided under the terms of this Agreement, such date shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If the due date of any payment under this Agreement of principal of or interest on the Loans would otherwise fall on a day that is not a Business Day, such payment shall be made in accordance with the definition of “Payment Date.”

(d)Debit/ACH of Accounts. Notwithstanding any other provision of this Agreement to the contrary, each Obligor hereby authorizes Administrative Agent and each Lender to debit (or ACH), upon three (3) Business Days’ prior written notice to such Obligor other than in respect of regularly scheduled payments of principal and interest, any deposit accounts, maintained by Borrower or any other Obligor, for principal and interest payments or any other amounts any Obligor owes to Administrative Agent or any Lender under this

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Agreement or the other Loan Documents when due. Any such debits (or ACH activity) shall not constitute a set off.

4.02 Computations. All computations of interest and fees hereunder shall be computed on the basis of a year of 365 days and actual days elapsed during the period for which payable.

4.03 Notices. Each notice of optional prepayment shall be effective only if received by Administrative Agent not later than 2:00 p.m. (Eastern time) on the date three (3) Business Days (or such shorter period as may be agreed to in Administrative Agent’s sole discretion) prior to the date of prepayment. Each notice of optional prepayment shall specify the amount to be prepaid and the date of prepayment. Any notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction.

4.04 Set-Off

(a)Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, each of Administrative Agent, each Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Administrative Agent and each Lender agree promptly to notify Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Administrative Agent, each Lender and each of their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.

(b)Exercise of Rights Not Required. Nothing contained herein shall require Administrative Agent, any Lender or any of their respective Affiliates to exercise any such right or shall affect the right of such Person to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor.

4.05 Pro rata Treatment.

(a)Unless Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any Borrowing that such Lender will not make the amount that

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would constitute its share of such Borrowing available to Administrative Agent, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such date in accordance with Section 2, and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not in fact made available to Administrative Agent by the required time on the applicable Borrowing Date therefor, such Lender and Borrower severally agree to pay to Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to Borrower but excluding the date of payment to Administrative Agent, at a rate equal to the greater of (A) the Federal Funds Effective Rate and (B) a rate reasonably determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(b)Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower have not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Obligor.

(c)If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Proportionate Share, of such payment on account of the Loans, such Lender shall (i) notify Administrative Agent of the receipt of such payment, and (ii) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Lenders, as applicable (directly or through Administrative Agent), without recourse, such participations in the Loans made by them or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Proportionate Shares, as applicable; provided, however, that (A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment

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obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans to any assignee or participant, other than to an Obligor or any of its Affiliates (as to which the provisions of this paragraph shall apply). Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.05(c) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Obligor in the amount of such participation. No documentation other than notices and the like referred to in this Section 4.05(c) shall be required to implement the terms of this Section 4.05(c). Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 4.05(c) and shall in each case notify the Lenders following any such purchase. Borrower consents on behalf of itself and each other Obligor to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

SECTION 5
YIELD PROTECTION, ETC.

5.01 Additional Costs.

(a)Change in Requirements of Law Generally. If, on or after the Closing Date, the adoption of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or its lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, shall impose, modify or deem applicable any reserve (including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, contribution, insurance assessment or similar requirement, in each case that becomes effective after the Closing Date, against assets of, deposits with or for the account of, or credit extended by, a Lender (or its lending office) or shall impose on a Lender (or its lending office) any other condition affecting the Loans or the Commitment, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining the Loans, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or any other Loan Document, by an amount deemed by such Lender to be material (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes), then Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

(b)Change in Capital Requirements. If a Lender shall have determined that, on or after the Closing Date, the adoption of any Requirement of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, in each case that becomes effective after the Closing Date, has or would have the effect of reducing the rate of return on capital of a Lender (or its parent) as a

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consequence of a Lender’s obligations hereunder or the Loans to a level below that which a Lender (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction.

(c)Notification by Lender. Each Lender (directly or through Administrative Agent) will promptly notify the Borrower of any event of which it has knowledge, occurring after the Closing Date, which will entitle such Lender to compensation pursuant to this Section 5.01. Before giving any such notice pursuant to this Section 5.01(c) such Lender shall designate a different lending office if such designation (x) will, in the reasonable judgment of such Lender, avoid the need for, or reduce the amount of, such compensation and (y) will not, in the reasonable judgment of such Lender, be materially disadvantageous to such Lender. A certificate of the Lender claiming compensation under this Section 5.01, setting forth the additional amount or amounts to be paid to it hereunder, shall be conclusive and binding on Borrower in the absence of manifest error.

(d)Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to constitute a change in Requirements of Law for all purposes of this Section 5.01, regardless of the date enacted, adopted or issued.

5.02 Illegality. Notwithstanding any other provision of this Agreement, in the event that on or after the Closing Date the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any competent Governmental Authority shall make it unlawful for a Lender or its lending office to make or maintain the Loans (and, in the reasonable opinion of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be materially disadvantageous to such Lender), then such Lender shall promptly notify the Borrower thereof following which (a) the Lender’s Commitment shall be suspended until such time as such Lender may again make and maintain the Loans hereunder and (b) if such Requirement of Law shall so mandate, the Loans shall be prepaid by Borrower on or before such date as shall be mandated by such Requirement of Law in an amount equal to the Redemption Price applicable on the date of such prepayment in accordance with Section 3.03(a).

5.03 Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions

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and withholdings applicable to additional sums payable under this Section 5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of each Lender, timely reimburse it for, Other Taxes.

(c)Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligor to a Governmental Authority pursuant to this Section 5, such Obligor shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment.

(d)Indemnification. The Obligors shall jointly and severally reimburse and indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

(e)Status of Lenders.

(i)Any Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall make available to an Obligor (directly or through Administrative Agent) such properly completed and executed documentation reasonably requested by such Obligor or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall make available (directly or through Administrative Agent) such other documentation prescribed by applicable law as reasonably requested by such Obligor or Administrative Agent as will enable such Obligor or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person:

(A)any Lender that is a U.S. Person shall make available to such Obligor (directly or through Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable

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request of such Obligor), executed originals of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, make available to such Obligor (directly or through Administrative Agent and in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor), whichever of the following is applicable:

(1)(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W- 8BEN-E, as applicable (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W-8ECI (or successor form);

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-l to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form); or

(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W- 8ECI (or successor form), IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner.

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, make available to such Obligor (directly or through Administrative Agent and in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Obligor to determine the withholding or deduction required to be made; and

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(D)if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall make available to such Obligor (directly or through Administrative Agent) at the time or times prescribed by law as reasonably requested by such Obligor or Administrative Agent any necessary forms and information reasonably requested by such Obligor or Administrative Agent to establish that such Lender is not subject to withholding tax under FATCA or as may be necessary for such Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously made available expires or becomes obsolete or inaccurate in any respect, such Lender shall update such form or certification or promptly notify the applicable Obligor in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5 (including by the payment of additional amounts pursuant to this Section 5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.03(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 5.03(f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(g)Mitigation Obligations. If Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then, except as otherwise provided in Section 5.01(c), such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed

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cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

SECTION 6
CONDITIONS PRECEDENT

6.01 Conditions to First Borrowing. The obligation of each Lender to make a Loan as part of the first Borrowing shall not become effective until the following conditions precedent shall have been satisfied or waived in writing by the Lenders:

(a)Borrowing Date. Such Borrowing shall be made on the Closing Date.

(b)Amount of First Borrowing. The amount of such Borrowing shall equal $10,000,000.

(c)Terms of Material Agreements, Etc. Lenders shall be reasonably satisfied with the terms and conditions of all of the Obligors’ Material Agreements.

(d)No Law Restraining Transactions. No applicable law or regulation shall restrain, prevent or, in the reasonable judgment of the Lenders, impose materially adverse conditions upon the Transactions.

(e)Payment of Fees. Lenders shall receive a commitment fee deducted from the proceeds advanced of $200,000; provided, however, that Lenders acknowledge and agree that $125,000 of such amount has been received by Lenders.

(f)Lien Searches. Lenders shall be satisfied with reasonable and customary Lien searches regarding the Obligors made prior to such Borrowing.

(g)Documentary Deliveries. The Lenders shall have received the following documents, each of which shall be in form and substance reasonably satisfactory to the Lenders:

(i)Agreement. This Agreement duly executed and delivered by Borrower and each of the other parties hereto.

(ii)Security Documents.

(A)The Security Agreement, duly executed and delivered by each of the Obligors.

(B)[Reserved].

(C)Each of the Short-Form IP Security Agreements, duly executed and delivered by each applicable Obligor.

(D)Original share certificates or other documents or evidence of title with regard to all Equity Interests owned by the Obligors (to the extent that such Equity Interests are certificated), together with, to the extent customary under the laws of the jurisdiction of

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organization of the issuer of such Equity Interests, share transfer documents, undated and duly executed in blank, letters of authority, irrevocable proxies and dividend mandates (as applicable).

(E)[Reserved].

(F)Evidence of filing of UCC-1 financing statements against each Obligor in its jurisdiction of formation or incorporation or the Recorder of Deeds in the District of Columbia, as the case may be.

(G)[Reserved].

(H)[Reserved].

(I)Completed Form C1 templates in agreed form for each Security Document to which Parent Guarantor or Irish Guarantor is a party and which is required to be filed with the Companies Registration Office of Ireland under section 409 of the Irish Companies Act, prepared by the Administrative Agent’s counsel and approved and verified such by Parent Guarantor’s and Irish Guarantor’s counsel.

(J)Each foreign law Security Document listed on Schedule 6.01, duly executed and delivered by each of the Obligors party thereto.

(K)Without limitation, all other documents and instruments reasonably required to perfect (to the extent it is possible to do so in the relevant jurisdiction) the Secured Parties’ Lien on, and security interest in, the Collateral, and a copy of all other notices, acknowledgements and documents required to be sent or delivered according to the terms of the Security Documents, required to be delivered on or prior to such Borrowing Date shall have been duly executed and delivered and be in proper form for filing, and shall create in favor of the Secured Parties, a perfected (to the extent it is possible to do so in the relevant jurisdiction) Lien on, and security interest in, the Collateral, subject to no Liens other than Permitted Liens.

(iii)[Reserved].

(iv)Warrants. For the Lenders, the Warrants, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed on the Closing Date divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.

(v)Perfection Certificates. Each Perfection Certificate duly executed and delivered by the applicable Obligor party thereto.

(vi)Approvals. Certified copies of any material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obligors of the Loan Documents and the Transactions.

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(vii)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation) and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.

(viii)Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency and specimen signatures of the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors.

(ix)[Reserved].

(x)Opinions of Counsel. A favorable opinion, dated such Borrowing Date, of counsels to the Obligors and/or the Lenders, as applicable, in each case in form reasonably acceptable to the Lenders and their counsel.

(xi)Insurance. Certificates and endorsements of insurance evidencing the existence of all insurance required to be maintained by the Obligors pursuant to Section 8.05 and the designation of Administrative Agent as the lender’s loss payees or additional named insured, as the case may be, thereunder.

(xii)[Reserved].

(xiii)Irish Obligors Certificates. With respect to Parent Guarantor and Irish Guarantor:

(A)a certificate of Parent Guarantor (signed by an officer) confirming that it and each other Obligor are members of a group of companies consisting of Parent Guarantor as holding company, and each other Obligor, as a subsidiary within the meaning of Sections 7 and 8 of the Irish Companies Act and for the purposes of section 243 of the Irish Companies Act; and

(B)a certificate signed by an officer of each of the Parent Guarantor and Irish Guarantor which shall, among other things, certify copy documents and confirm customary matters relevant to the execution of, and performance obligations of, the Loan Documents and any other documents in connection herewith on behalf of the Parent Guarantor and Irish Guarantor.

(xiv)Irish Searches. Companies Registration Office, Judgment Office and Winding Up Petitions searches against the Parent Guarantor and Irish Guarantor and all acts and charges appearing thereon.

(xv)Landlord Consent. A Landlord Consent executed by the Borrower Landlord in respect of the Borrower Facility.

(xvi)[Reserved].

6.02 Conditions to Second Borrowing. The obligation of each Lender to make a Loan as part of a second Borrowing is subject to the following conditions precedent, which shall have been satisfied or waived in writing by the Lenders:

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(a)Borrowing Date. Such Borrowing shall occur between October 1, 2020 and December 31, 2020.

(b)Amount of Borrowing. Such Borrowing shall be in an amount up to $10,000,000; provided that such Borrowing shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000.

(c)Borrowing Milestone. Borrower shall have achieved the LOGICS Positive Data Milestone.

(d)Notice of Milestone Achievement and Audit. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.02(c), and Administrative Agent shall have been reasonably satisfied with the results of its audit of the Obligors’ Revenue by examining the Obligors’ books and records.

(e)Notice of Borrowing. A Notice of Borrowing shall have been delivered to the Administrative Agent in accordance with Section 2.02.

(f)[Reserved].

(g)[Reserved].

(h)[Reserved].

(i)[Reserved].

(j)[Reserved].

(k)[Reserved].

(l)Approvals. Certified copies of any material licenses, consents, authorizations and approvals of and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals necessary in connection with the making and performance by the Obligors of the Loan Documents and the Transactions.

(m)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.

(n)Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency and specimen signatures of the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors.

(o)[Reserved].

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(p)[Reserved].

(q)[Reserved].

(r)Warrants. For the Lenders, the Warrants, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed under the second Borrowing divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.

(s)Receipt of Deliverables. The Lenders shall have received (or waived, in its sole discretion) all of the deliverables otherwise required in connection with, but not provided at the time of, the first Borrowing.

6.03 Conditions to Third Borrowing. The obligation of each Lender to make a Loan as part of a third Borrowing is subject to the following conditions precedent, which shall have been satisfied or waived in writing by the Lenders:

(a)Second Borrowing. The second Borrowing shall have occurred.

(b)Borrowing Date. Such Borrowing shall occur between October 1, 2021 and March 31, 2022.

(c)Amount of Borrowing. Such Borrowing shall be in an amount up to $10,000,000; provided that such Borrowing shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000.

(d)Borrowing Milestone. The Obligors shall have achieved the Recorlev NDA Approval Milestone.

(e)Investment Committee Approval. The Lenders have obtained the approval of their investment committee.

(f)Notice of Milestone Achievement. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.03(d), and Administrative Agent shall have been reasonably satisfied that Borrower has, in fact, satisfied such condition.

(g)Notice of Borrowing. A Notice of Borrowing shall have been delivered to the Administrative Agent in accordance with Section 2.02.

(h)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.

(i)[Reserved].

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(j)[Reserved].

(k)[Reserved].

(l)Warrants. For the Lenders, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed under the third Borrowing divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.

6.04 [Reserved].

6.05 Conditions to Each Borrowing. The obligation of each Lender to make a Loan as part of any Borrowing (including the first Borrowing) is also subject to satisfaction of the following further conditions precedent on the applicable Borrowing Date, which shall have been satisfied or waived in writing by the Lenders:

(a)Commitment Period. Such Borrowing Date shall occur during the Commitment Period.

(b)No Default; Representations and Warranties. Both immediately prior to the making of such Loan and after giving effect thereto and to the intended use thereof:

(i)no Default shall have occurred and be continuing or would result from such proposed Loan or the application of the proceeds thereof;

(ii)the representations and warranties made in Section 7 shall be true and correct on and as of the Borrowing Date, and immediately after giving effect to the application of the proceeds of the Borrowing, with the same force and effect as if made on and as of such date (except that the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true and correct on such earlier date); and

(iii)no Material Adverse Effect has occurred since the end of the period covered by the financial statements most recently delivered pursuant to Section 8.01(b) or is reasonably likely to occur after giving effect to such proposed Borrowing.

(c)Notice of Borrowing. Administrative Agent shall have received a Notice of Borrowing as and when required pursuant to Section 2.02.

Each Borrowing shall constitute a certification by Borrower to the effect that the conditions set forth in this Section 6.05 have been fulfilled as of the applicable Borrowing Date.

SECTION 7
REPRESENTATIONS AND WARRANTIES

Each Obligor represents and warrants to Administrative Agent and the Lenders that:

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7.01 Power and Authority. Such Obligor and its Subsidiaries (a) is duly organized or incorporated and validly existing under the laws of its jurisdiction of organization or incorporation, (b) has all requisite corporate or other equivalent power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted except to the extent that failure to have the same would not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would (either individually or in the aggregate) have a Material Adverse Effect, and (d) has full power, authority and legal right to make and perform each of the Loan Documents to which it is a party and, in the case of Borrower, to borrow the Loans hereunder.

7.02 Authorization; Enforceability. The Transactions are within each Obligor’s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

7.03 Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws, constitutional or other organizational documents of Parent Guarantor and its Subsidiaries, (c) will not violate any order of any Governmental Authority , (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon Parent Guarantor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent Guarantor and its Subsidiaries.

7.04 Financial Statements; Material Adverse Change.

(a)Financial Statements. Parent Guarantor has heretofore furnished to the Lenders certain financial statements as provided for in Section 8.01. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent Guarantor and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year- end audit adjustments and the absence of footnotes in the case of the previously-delivered statements of the type described in Section 8.01(a). Neither Parent Guarantor nor any of its Subsidiaries has any material contingent liabilities or unusual forward or long-term commitments not disclosed in the aforementioned financial statements.

DMS 17185250.10

(b)No Material Adverse Change. Since December 31, 2019, there has been no Material Adverse Change.

7.05 Properties.

(a)Property Generally. Each Obligor has good and marketable fee simple title to, or valid leasehold interests in, all its real and personal Property material to its business, subject only to Permitted Liens and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b)Intellectual Property. The Obligors represent and warrant to the Lenders as follows, as of the Closing Date, each Borrowing Notice Date and each Borrowing Date:

(i)Schedule 7.05(b)(i) (as amended from time to time by Borrower in accordance with Section 7.21) contains:

(A)a complete and accurate list of all applied for or registered Patents, owned by or licensed to any Obligor, including the jurisdiction and patent number;

(B) complete and accurate list of all applied for or registered Trademarks, owned by or licensed to any Obligor, including the jurisdiction, trademark application or registration number and the application or registration date; and

(C)a complete and accurate list of all applied for or registered Copyrights, owned by or licensed to any Obligor;

(ii)Each Obligor is the absolute beneficial owner of all right, title and interest in and to and have the right to use the Obligor Intellectual Property with no breaks in chain of title with good and marketable title, free and clear of any Liens or Claims of any kind whatsoever other than Permitted Liens. Without limiting the foregoing, and except as set forth in Schedule 7.05(b)(ii):

(A)other than with respect to the Material Agreements, or as permitted by Section 9.09, the Obligors have not transferred ownership of Material Intellectual Property, in whole or in part, to any other Person who is not an Obligor;

(B)other than (i) the Material Agreements, (ii) customary restrictions in in-bound licenses of Intellectual Property and non-disclosure agreements, or (iii) as would have been or is permitted by Section 9.09, there are no judgments, covenants not to sue, permits, grants, licenses, Liens (other than Permitted Liens), Claims, or other agreements or arrangements relating to the Material Intellectual Property, including any development, submission, services, research, license or support agreements, which bind, obligate or otherwise restrict the Obligors;

(C)the use of any of the Obligor Intellectual Property, to any Obligor’s Knowledge, does not breach, violate, infringe or interfere with or constitute a misappropriation of any valid rights arising under any Intellectual Property of any other Person;

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(D)there are no pending or, to any Obligor’s Knowledge, threatened Claims against the Obligors asserted by any other Person relating to the Obligor Intellectual Property, including any Claims of adverse ownership, invalidity (other than any actions asserted during the ordinary course of examination of a patent application or a trademark application before the United States Patent and Trademark Office or any foreign patent and/or trademark office), infringement, misappropriation, violation or other opposition to or conflict with such Intellectual Property; no Obligor has received any written notice from any Person that any Obligor business, the use of the Obligor Intellectual Property, or the manufacture, use or sale of any product or the performance of any service by any Obligor infringes upon, violates or constitutes a misappropriation of, or may infringe upon, violate or constitute a misappropriation of, or otherwise interfere with, any other Intellectual Property of any other Person;

(E)no Obligor has any Knowledge that the Obligor Intellectual Property is being infringed, violated, misappropriated or otherwise used by any other Person without the express authorization of the Obligors. Without limiting the foregoing, no Obligor has put any other Person on notice of actual or potential infringement, violation or misappropriation of any of the Obligor Intellectual Property; no Obligor has initiated the enforcement of any Claim with respect to any of the Obligor Intellectual Property;

(F)all relevant current and former employees and contractors of each Obligor have executed written confidentiality and invention assignment Contracts with such Obligor that irrevocably assign to such Obligor or its designee all of their rights to any Inventions relating to any Obligor’s business;

(G)to the Knowledge of the Obligors, the Obligor Intellectual Property is all the Intellectual Property necessary for the operation of Obligors’ business as it is currently conducted or as currently contemplated to be conducted;

(H)each Obligor has taken reasonable precautions to protect the secrecy, confidentiality and value of its Obligor Intellectual Property consisting of trade secrets and confidential information;

(I)each Obligor has delivered to Administrative Agent accurate and complete copies of all Material Agreements relating to the Obligor Intellectual Property;

(J)there are no pending or, to the Knowledge of any of the Obligors, threatened in writing Claims against the Obligors asserted by any other Person relating to the Material Agreements, including any Claims of breach or default under such Material Agreements;

(iii)With respect to the Obligor Intellectual Property consisting of Patents, except as set forth in Schedule 7.05(b)(ii), and without limiting the representations and warranties in Section 7.05(b)(ii):

(A)each of the issued claims in such Patents, to Obligors’ Knowledge, is valid and enforceable;

(B)the inventors claimed in such Patents have executed written Contracts with an Obligor or its predecessor-in-interest that properly and irrevocably assign to an

DMS 17185250.10

Obligor or predecessor-in-interest all of their rights to any of the Inventions claimed in such Patents to the extent permitted by applicable law;

(C)none of the Patents, or the Inventions claimed in them, have been dedicated to the public except as a result of intentional decisions made by the applicable Obligor;

(D)to any Obligor’s Knowledge, all prior art material to such Patents was adequately disclosed to or considered by the respective patent offices during prosecution of such Patents to the extent required by applicable law or regulation;

(E)subsequent to the issuance of such Patents, neither any Obligor nor its predecessors in interest have filed any disclaimer (other than terminal disclaimers that may have been filed during the ordinary course of examination before the United States Patent and Trademark Office, or the equivalent thereof in any foreign patent office) or filed any other voluntary reduction in the scope of the Inventions claimed in such Patents;

(F)no allowable or allowed subject matter of such Patents, to any Obligor’s Knowledge, is subject to any competing conception claims of allowable or allowed subject matter of any patent applications or patents of any third party and have not been the subject of any interference, re-examination, inter partes review, post grant review or opposition proceedings, nor are the Obligors aware of any basis for any such interference, re-examination, inter partes review, post grant review or opposition proceedings;

(G)no such Patents, to any Obligor’s Knowledge, have ever been finally adjudicated to be invalid, unpatentable or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and, with the exception of publicly available documents in the applicable Patent Office recorded with respect to any Patents, no Obligor has received any notice asserting that such Patents are invalid, unpatentable or unenforceable; if any of such Patents is terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Collateral;

(H)no Obligor has received an opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of such Patents is more likely than not to succeed;

(I)no Obligor has any Knowledge that any Obligor or any prior owner of such Patents or their respective agents or representatives have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable or unenforceable any such Patents; and

(J)all maintenance fees, annuities, and the like due or payable on the Patents have been timely paid or the failure to so pay was the result of an intentional decision by the applicable Obligor or would not reasonably be expected to result in a Material Adverse Change.

(iv)none of the foregoing representations and statements of fact contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement or representation not misleading to a prospective Lender seeking full information as to the Obligor Intellectual Property and the Obligors’ business.

DMS 17185250.10

(c)Material Intellectual Property. Schedule 7.05(c) (as amended from time to time by Borrower in accordance with Section 7.21) contains an accurate list of the Obligor Intellectual Property that is material to any Obligor’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

7.06 No Actions or Proceedings.

(a)Litigation. There is no litigation, investigation or proceeding pending or, to any Obligor’s Knowledge, threatened with respect to Parent Guarantor and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect, except as specified in Schedule 7.06 or (ii) that involves this Agreement or the Transactions.

(b)Environmental Matters. The operations and Property of Parent Guarantor and its Subsidiaries comply with all applicable Environmental Laws, except to the extent the failure to so comply (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.

(c)Labor Matters. Parent Guarantor and its Subsidiaries have not engaged in unfair labor practices and there are no material labor actions or disputes involving the employees of Parent Guarantor or its Subsidiaries.

7.07 Compliance with Laws and Agreements. Each of the Obligors is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

7.08 Taxes. All federal, state, material local, foreign income and franchise and other material Tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been timely filed with the appropriate Governmental Authorities, all such Tax Returns are true, correct and complete in all material respects, and all federal and foreign income Taxes and other material Taxes reflected therein or otherwise due and payable have been timely paid (except for (a) the Taxes disclosed in the Perfection Certificate for the Swedish Guarantor, and (b) those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP). No Tax Return is under audit or examination by any Governmental Authority and no notice of any material audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Laws and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.601 l-4(b)(2).

DMS 17185250.10

7.09 Full Disclosure. Obligors have disclosed to Administrative Agent and the Lenders all Material Agreements to which any Obligor is subject, and all other matters to any Obligor’s Knowledge, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Obligor to Administrative Agent or any Lender in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Parent Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

7.10 Regulation.

(a)Investment Company Act. Neither Parent Guarantor nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(b)Margin Stock. Neither Parent Guarantor nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will be used to buy or carry any Margin Stock in violation of Regulation T, Regulation U or Regulation X.

(c)OFAC; Sanctions, Etc. Neither Parent Guarantor nor any of its Subsidiaries or, to the knowledge of any Obligor, any Related Person (i) is currently the subject of any Sanctions or is a Sanctioned Person, (ii) is located (or has its assets located), organized or residing in any Sanctioned Jurisdiction, (iii) is or has been (within the previous five (5) years) engaged in any impermissible transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Sanctioned Jurisdiction, (iv) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, (v) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti- Corruption Laws, or (vi) has violated any Anti-Money Laundering Laws. No Loan, nor the proceeds from any Loan, has been or will be used, directly or indirectly, to lend, contribute or provide to, or has been or will be otherwise made available to fund, any impermissible activity or business of any Person located, organized or residing in any Sanctioned Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including the Lender and its Affiliates) of Sanctions or otherwise in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. Each of Parent Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by Parent Guarantor and its Subsidiaries and their respective directors, officers, employees, agents and Related Persons with the Anti-Corruption Laws.

7.11 Solvency. Borrower is, and the Obligors on a consolidated basis are, and, immediately after giving effect to the Borrowings and the use of proceeds thereof will be, Solvent.

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7.12 Subsidiaries. Set forth on Schedule 7.12 is a complete and correct list of all Subsidiaries of the Parent Guarantor as of the Closing Date. Each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by the direct parent of each such Subsidiary is as shown in said Schedule 7.12.

7.13 Indebtedness and Liens. Set forth in Part I of Schedule 7.13(a) is a complete and correct list of all Indebtedness of each Obligor outstanding as of the Closing Date. Set forth in Part I of Schedule 7.13(b) is a complete and correct list of all Liens granted by Parent Guarantor and the other Obligors with respect to their respective Property and outstanding as of the Closing Date.

7.14 Material Agreements. Set forth on Schedule 7.14 is a complete and correct list on the Closing Date of (i) each Material Agreement and (ii) each agreement creating or evidencing any Material Indebtedness. No Obligor is in default under any such Material Agreement or agreement creating or evidencing any Material Indebtedness. Except as otherwise disclosed on Schedule 7.14, all Material Agreements of the Obligors are in full force and effect without material modification from the form in which the same were disclosed to Administrative Agent and the Lenders.

7.15 Restrictive Agreements. None of the Obligors is subject to any indenture, agreement, instrument or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent Guarantor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (other than (x) customary provisions in contracts (including leases and in-bound licenses of Intellectual Property) restricting the assignment thereof and (y) restrictions or conditions imposed by any agreement governing secured Permitted Indebtedness permitted under Section 9.01(h), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or share capital, as applicable, or to make or repay loans or advances to Parent Guarantor or any other Subsidiary or to Guarantee Indebtedness of Parent Guarantor or any other Subsidiary (each, a “Restrictive Agreement”), except those listed on Schedule 7.15 or otherwise permitted under Section 9.11.

7.16 Real Property.

(a)Generally. Neither Parent Guarantor nor any of its Subsidiaries owns or leases (as tenant thereof) any real property, except as described on Schedule 7.16 (as amended from time to time by Parent Guarantor in accordance with Section 7.21).

(b)[Reserved].

7.17 Pension Matters. Schedule 7.17 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not reasonably be expected to have, in the aggregate, have a Material Adverse Effect, (w) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code

DMS 17185250.10

and other Requirements of Law, (x) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim, (y) no ERISA Event is reasonably expected to occur and, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding, and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. Parent Guarantor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Parent Guarantor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date.

7.18 Collateral; Security Interest. Each Security Document is effective to create in favor of the Secured Parties a legal, valid and enforceable security interest in the Collateral subject thereto and each such security interest is perfected to the extent required by (and has the priority required by) the applicable Security Document. The Security Documents collectively are effective to create in favor of the Secured Parties a legal, valid and enforceable security interest in the Collateral subject thereto, which security interests are first-priority (subject only to Permitted Priority Liens or except as expressly contemplated by the Security Documents).

7.19 Regulatory Approvals. Parent Guarantor and its Subsidiaries hold, and will continue to hold, either directly or through licensees and agents, all Regulatory Approvals, licenses, permits and similar governmental authorizations of a Governmental Authority necessary or required for Parent Guarantor and its Subsidiaries to conduct their operations and business in the manner currently conducted, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

7.20 [Reserved].

7.21 Update of Schedules. Each of Schedules 7.05(b)(i), 7.05(c) and 7.16 may be updated by Borrower from time to time in order to ensure the continued accuracy of such Schedule as of any upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Borrower providing to Administrative Agent, in writing (including by electronic means), a revised version of such Schedule in accordance with the provisions of Section 13.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by Administrative Agent.

SECTION 8
AFFIRMATIVE COVENANTS

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Each Obligor covenants and agrees with Administrative Agent and the Lenders that, until the Commitments have expired or been terminated and all Obligations have been paid in full indefeasibly in cash:

8.01 Financial Statements and Other Information. Borrower or Parent Guarantor, as applicable, will furnish to Administrative Agent:

(a)as soon as available and in any event within 30 days after the end of each month, the consolidated balance sheets of Parent Guarantor and its Subsidiaries as of the end of such month, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent Guarantor and its Subsidiaries for such month, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year;

(b)as soon as available and in any event within 90 days after the end of each fiscal year (or, if later, on the date required to be filed with the SEC (after giving effect to any extension granted thereby)), the consolidated balance sheets of Parent Guarantor and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of KPMG International Cooperative or another firm of independent certified public accountants of recognized national standing acceptable to the Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to qualification or exception as to the scope of such audit;

(c)[reserved];

(d)together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit D (a “Compliance Certificate”) including details of any material issues that are raised by auditors;

(e)[reserved];

(f)as soon as available, but in no event later than 90 days after the end of each fiscal year, a consolidated financial forecast for Parent Guarantor and its Subsidiaries for the following fiscal year in the form presented to the board of directors of the Parent Guarantor;

(g)promptly, and in any event within five (5) Business Days, after the same are released, copies of all press releases;

(h)promptly, and in any event within ten (10) Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which an Obligor may become subject from time to

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time concerning any investigation by such agency regarding financial or other operational results of such Obligor;

(i)the information regarding insurance maintained by Parent Guarantor and its Subsidiaries as required under Section 8.05;

(j)[reserved]; and

(k)within five (5) Business Days of delivery, copies of all statements, reports and notices made available to holders of Permitted Subordinated Debt.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms of this Section 8.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Parent Guarantor posts such documents, or provides a link thereto, on the Parent Guarantor’s website on the internet at the Parent Guarantor’s website address. For purposes of clarity, to the extent documents are posted electronically in accordance with SEC requirements, any requirement for prompt delivery under this Section 8.01 shall be deemed satisfied.

8.02 Notices of Material Events. Borrower will furnish to Administrative Agent written notice of the following promptly, and, unless otherwise provided in this Section, in no event later than five (5) Business Days, after a Responsible Officer first learns of the existence of:

(a)the occurrence of any Default;

(b)notice of the occurrence of any event with respect to an Obligor’s property or assets resulting in a Loss aggregating $500,000 (or the Equivalent Amount in other currencies) or more;

(c)(A) any proposed acquisition of stock, assets or property by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to any Obligor’s Knowledge, threatened against or affecting Parent Guarantor or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material;

(d)the assertion of any environmental matter by any Person against, or with respect to the activities of, Parent Guarantor or any of its Subsidiaries and any alleged violation of or non- compliance with any Environmental Laws or any permits, licenses or authorizations which could reasonably be expected to involve damages in excess of $100,000 other than any environmental matter or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect;

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(e)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Parent Guarantor or any of its Affiliates that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(f)(i) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto;

(g)(i) the termination of any Material Agreement; (ii) the receipt by Parent Guarantor or any of its Subsidiaries of any material notice under any Material Agreement; (iii) the entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement;

(h)the reports and notices as required by the Security Documents;

(i)within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors;

(j)notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor;

(k)a material licensing agreement or arrangement entered into by Parent Guarantor or any Subsidiary in connection with any infringement or alleged infringement of the Intellectual Property of another Person;

(l)any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect;

(m)concurrently with the delivery of financial statements under Section 8.01(b), the creation or other acquisition of any Intellectual Property by Parent Guarantor or any Subsidiary after the Closing Date and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority;

(n)any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Administrative Agent an updated Schedule 4 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change; or

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(o)such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including with respect to the Collateral) as Administrative Agent may from time to time reasonably request.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a financial officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms of clauses (d), (e), (g), (i) and (j) of this Section 8.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Parent Guarantor posts such documents, or provides a link thereto, on the Parent Guarantor’s website on the internet at the Parent Guarantor’s website address. For purposes of clarity, to the extent documents required to be delivered pursuant to the terms of clauses (d), (e), (g), (i) and (j) of this Section 8.02 are posted electronically in accordance with SEC requirements, any requirement for prompt delivery under this Section 8.02 shall be deemed satisfied.

8.03 Existence; Conduct of Business. Such Obligor will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 9.03.

8.04 Payment of Obligations. Such Obligor will, and will cause each of its Subsidiaries to, pay and discharge its obligations, including (i) all Taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties or assets prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which, if unpaid, might become a Lien upon any properties or assets of Parent Guarantor or any Subsidiary; and (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property not constituting a Permitted Lien; provided that such payment and discharge shall not be required with respect to any such Tax, fees assessments or governmental charges or levies or such claims, so long as the validity or amount thereof are being contested in good faith by appropriate proceedings and are adequately reserved against in accordance with GAAP.

8.05 Insurance. Such Obligor will maintain, and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Upon the request of Administrative Agent or the Majority Lenders, such Obligor shall furnish Administrative Agent from time to time with full information as to the insurance carried by it and, if so requested, copies of all such insurance policies. Such Obligor also shall furnish to Administrative Agent from time to time upon the request of Administrative Agent or the Majority Lenders a certificate from such Obligor’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to insurance on the Collateral have been paid, and that such policies are in full force and effect. Such Obligor shall use commercially reasonable efforts to ensure, or cause

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others to ensure, that all insurance policies required under this Section 8.05 shall provide that they shall not be terminated or cancelled nor shall any such policy be materially changed in a manner adverse to such Obligor without at least 30 days’ prior written notice to such Obligor and Administrative Agent. Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder and, unless the Borrower have delivered evidence that it has obtained replacement insurance that satisfies the requirements of this Section, shall entitle the Administrative Agent to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of this Section 8.05 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of such Obligor (payable on demand). The amount of any such expenses shall accrue interest at the Default Rate if not paid on demand, and shall constitute “Obligations.”

8.06 Books and Records; Inspection Rights.

(a)Such Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

(b)Such Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, to inspect its facilities and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and intervals (but not more often than once a year unless an Event of Default has occurred and is continuing) as Administrative Agent may request.

(c)The Obligors shall pay all documented out-of-pocket costs of all such inspections.

(d)If Administrative Agent’s outside counsel determines in writing that other rights of consultation are necessary under applicable legal authorities promulgated after the Closing Date to preserve the qualification of Administrative Agent’s, or any Lender’s, investment as a “venture capital investment” for purposes of ERISA, the Obligors will work in good faith to agree to an amendment to this Section 8.06 to reflect such other rights.

8.07 Compliance with Laws and Other Obligations. Such Obligor will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (ii) comply with all terms of Indebtedness and all other Material Agreements, except in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

8.08 Maintenance of Properties, Etc.

(a)Such Obligor shall, and shall cause each of its Subsidiaries to, maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation excepted.

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(b)[Reserved].

8.09 Licenses. Such Obligor shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, authorizations, consents, filings, exemptions, registrations and other Governmental Approvals necessary in connection with the execution, delivery and performance of the Loan Documents, the consummation of the Transactions or the operation and conduct of its business and ownership of its properties, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

8.10 Action under Environmental Laws. Such Obligor shall, and shall cause each of its Subsidiaries to, upon becoming aware of the presence of any Hazardous Materials or the existence of any environmental liability under applicable Environmental Laws with respect to their respective businesses, operations or properties, take all actions, at their cost and expense, as shall be necessary or advisable to investigate and clean up the condition of their respective businesses, operations or properties, including all required removal, containment and remedial actions, and restore their respective businesses, operations or properties to a condition in compliance with applicable Environmental Laws, except to the extent failure to do so would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

8.11 Use of Proceeds. The proceeds of the Loans will be used only as provided in Section 2.04. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U and Regulation X.

8.12 Certain Obligations Respecting Subsidiaries; Further Assurances.

(a)Subsidiary Guarantors. Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries (other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i)), are, at the discretion of the Administrative Agent, “Subsidiary Guarantors”. Without limiting the generality of the foregoing, in the event that Parent Guarantor or any of its Subsidiaries shall form or acquire any new Subsidiary (other than any new Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i)), such Obligor and its Subsidiaries will within thirty (30) days of such formation or acquisition:

(i)cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to an Assumption Agreement;

(ii)take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to the extent required by the applicable Security Document) valid and enforceable Liens with the priority required by the applicable Security Document (subject to Permitted Priority Liens) on substantially all of the property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;

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(iii)to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and

(iv)deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

(b)Excluded Foreign Subsidiaries.

(i)In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Parent Guarantor and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Parent Guarantor and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Parent Guarantor and its Subsidiaries, taken as a whole.

(ii)With respect to each First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries in favor of the Secured Parties as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that any Obligor shall form or acquire any new Subsidiary that is a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations (provided that in the case of a First- Tier Foreign Subsidiary that is a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 100% of the Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such First-Tier Foreign Subsidiary as required by this Agreement or the Security Agreement.

(c)Further Assurances. Such Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by Administrative Agent or the Majority Lenders to effectuate the purposes and objectives of this Agreement.

Without limiting the generality of the foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from time to time (including executing and delivering such assignments, security agreements, control agreements,

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applications and other instruments prepared by the Administrative Agent or its counsel) as shall be reasonably requested by Administrative Agent or the Majority Lenders to create, in favor of the Secured Parties, perfected security interests and Liens in substantially all of the property of such Obligor as collateral security for the Obligations; provided that any such security interest or Lien shall be subject to the relevant requirements of, and limitations set forth in, the Security Documents.

Notwithstanding any provision under this Agreement or other Loan Documents to the contrary, (i) the Obligors shall not be required to take any actions in any jurisdiction outside the United States to grant or perfect a security interest in any asset to the extent the Administrative Agent determines that the costs or burdens thereof are disproportionate to the practical benefit obtained by the Secured Parties by reference to the costs or burdens of creating or perfecting the lien versus the value of the assets being secured, (ii) [reserved]; (iii) unless an Event of Default has occurred and is continuing under Sections 11.01(a), (b), (d) (solely in respect of Sections 9 and 10), (h), (i), (j), (m), (n), or (p), the Swedish Guarantor shall not be required to take any actions in Sweden except as required pursuant to the Swedish Security Document (if any); (iv) no Obligor shall be responsible for the reimbursement of legal and filing costs, duties, fees, expenses, stamp taxes, any other Taxes, and other amounts incurred or payable in respect of actions required to perfect the Liens on Intellectual Property in jurisdictions outside of the United States in excess of $15,000 in respect for each foreign jurisdiction, or $50,000 in the aggregate for all foreign jurisdictions; and (v) other than in respect of executing and delivering assignments, security agreements, control agreements, applications and other instruments prepared by the Administrative Agent or its counsel relating to Intellectual Property, no Subsidiary Guarantor or Borrower shall be obligated to take, or cause to be taken, any further steps to perfect any security interest or Lien granted in favor of the Secured Parties in the Intellectual Property (other than Material Intellectual Property) owned by the Obligors as of the Closing Date.

8.13 Termination of Non-Permitted Liens. In the event that Parent Guarantor any of its Subsidiaries shall become aware or be notified by Administrative Agent or any Lender of the existence of any outstanding Lien against any Property of Parent Guarantor or any of its Subsidiaries, which Lien is not a Permitted Lien, the applicable Obligor shall use its best efforts to promptly terminate or cause the termination of such Lien.

8.14 Intellectual Property. In the event that the Obligors acquire Obligor Intellectual Property during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property shall automatically constitute part of the Collateral under the Security Documents (provided that Administrative Agent reserves the right, with the consent of the applicable Obligor which shall not be unreasonably withheld (provided further that it will not be deemed unreasonable for the applicable Obligor to withhold consent for the reasons specified in clause (i), (iv) and (v) of the ultimate (unnumbered) paragraph of Section 8.12) to perfect its security interest in the Intellectual Property registered in Sweden and that, in the event Administrative Agent determines to so perfect its security interest, the relevant Obligor shall take any action reasonably required by Administrative Agent to effect such perfection), without further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Obligor Intellectual Property only from and

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after the date, if any, subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein).

8.15 [Reserved].

8.16 Post-Closing Items.

(a)Borrower shall cause to be delivered duly executed control agreements in favor of Administrative Agent for the benefit of the Secured Parties for all Deposit Accounts, and Securities Accounts, and Commodity Accounts owned by the Obligors in the United States within ten (10) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).

(b)Borrower shall at all times maintain no less than 95% of global cash in domestic Deposit Accounts listed in Schedule 4 to the Security Agreement which are subject to control agreements in favor of, and in form and substance reasonable acceptable to, Administrative Agent.

(c)Borrower shall cause to be delivered duly executed bailee waivers executed by each of Cardinal Health 105, Inc. and Pantherx Rare in favor of Administrative Agent for the benefit of the Secured Parties, in each case (x) in form and content reasonably acceptable to Administrative Agent and (y) within twenty (20) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).

(d)Borrower shall cause to be delivered endorsements to the insurance policies required to be delivered hereunder, in form and content reasonably acceptable to Administrative Agent, within twenty (20) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).

(e)Borrower shall cause to be delivered evidence of the satisfaction in full of the claim owing to the Swedish Tax Authority, by Swedish Guarantor, in the amount of SEK 4,635,626, in form and content reasonably acceptable to Administrative Agent, within ten (10) Business Days after the Closing Date.

SECTION 9
NEGATIVE COVENANTS

9.01 Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, whether directly or indirectly, except:

(a)the Obligations;

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(b)Indebtedness existing on the Closing Date and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Majority Lenders;

(c)[reserved];

(d)accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of Parent Guarantor’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP;

(e)Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business;

(f)Indebtedness of any Obligor to any other Obligor; provided that such Indebtedness is subordinated to the Obligations in accordance with Section 15 and the Swedish Guarantor shall not incur any Indebtedness to another Obligor;

(g)Indebtedness owed to Bank of America, N. A., Allied Irish Banks, p.l.c., any of their respective Affiliates or any other financial institution under a corporate credit card program between an Obligor and such lender not to exceed $375,000 at any time;

(h)Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by any Obligor or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $125,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);

(i)[reserved];

(j)Indebtedness approved in advance in writing by the Majority Lenders;

(k)Indebtedness consisting of guaranties of performance by the Parent Guarantor of the contractual obligations (other than any Indebtedness for borrowed money and any Indebtedness of a type described in clause (b) of the definition of Indebtedness) of any other Obligor in the ordinary course of business; or

(l)non-cash loans and other credit extensions made by any Obligor to the Swedish Guarantor in respect of intercompany liabilities incurred by the Swedish Guarantor in its ordinary course of business as permitted under Section 9.18.

9.02 Liens. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by

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it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)Liens securing the Obligations;

(b)any Lien on any property or asset of Parent Guarantor or any of its Subsidiaries existing on the Closing Date and set forth in Part II of Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of Parent Guarantor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(c)[reserved];

(d)Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the fixed or capital assets, the acquisition, repair, improvement or construction of which is being financing under Section 9.01(h);

(e)Liens imposed by law which were incurred in the ordinary course of business securing liabilities in the aggregate amount not to exceed $25,000, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP;

(f)pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation;

(g)Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made;

(h)servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors;

(i)with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which do not in any case materially detract

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from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors;

(j)Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business

(k)Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens only attach to cash collateral located in an account of an Obligor held at the lender of such Indebtedness in an amount not to exceed $375,000 at any one time; or

(l)Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;

provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (l) shall apply to any Material Intellectual Property.

9.03 Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock or share capital, as applicable, of, or be a party to any acquisition of, any Person, except:

(a)Investments permitted under Section 9.05(e);

(b)the merger, amalgamation or consolidation of any Obligor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into an Obligor, such Obligor shall be the surviving entity and in the case of a merger, amalgamation or consolidation with or into the Borrower, the Borrower shall be the surviving entity;

(c)the sale, lease, transfer or other disposition by any Obligor (other than the Borrower) of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor (other than the Swedish Guarantor);

(d)the sale, transfer or other disposition of the capital stock or share capital, as applicable, of any Obligor to any other Obligor (other than the Swedish Guarantor); and

(e)Permitted Acquisitions for consideration in an amount not exceeding $1,000,000 in the aggregate.

9.04 Lines of Business. Such Obligor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than the business engaged in on the Closing Date by Parent Guarantor or any Subsidiary or a business reasonably related thereto.

9.05 Investments. Such Obligor will not, and will not permit any of its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding any Investments except:

(a)Investments outstanding on the Closing Date and identified in Schedule 9.05;

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(b)operating deposit accounts with banks;

(c)extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business;

(d)Permitted Cash Equivalent Investments;

(e)Investments by any Obligor in any other Obligor, other than the Swedish Guarantor (for greater certainty, Parent Guarantor shall not be permitted to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries);

(f)Hedging Agreements entered into in the ordinary course of Parent Guarantor’s financial planning solely to hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of $100,000 (or the Equivalent Amount in other currencies);

(g)Investments consisting of security deposits with utilities and other like Persons made in the ordinary course of business;

(h)Investments consisting of (i) employee loans, travel advances and guarantees in accordance with a Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Parent Guarantor pursuant to employee stock plans or agreements approved by Parent Guarantor’s Board of Directors, which in the aggregate for clause (i) and (ii) shall not exceed $100,000 outstanding at any time (or the Equivalent Amount in other currencies);

(i)Investments received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients;

(j)non-cash Investments in joint ventures or strategic alliances in the ordinary course of such Obligor’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support;

(k)Investments permitted under Section 9.03;

(l)Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of any Obligor;

(m)Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business;

(n)Investments consisting of guaranties of performance by the Parent Guarantor of the contractual obligations (other than any Indebtedness for borrowed money and any Indebtedness of a type described in clause (b) of the definition of Indebtedness) of any other Obligor in the ordinary course of business;

(o)[Reserved]; or

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(p)Investments by any Obligor in the Swedish Guarantor constituting non-cash loans and other credit extensions by such Obligor to the Swedish Guarantor in respect of intercompany liabilities incurred by the Swedish Guarantor in its ordinary course of business as permitted under Section 9.18.

9.06 Restricted Payments. Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(a)Parent Guarantor may declare and pay dividends with respect to its capital stock payable solely in additional ordinary shares; or

(b)any Obligor may pay dividends to any other Obligor (other than the Swedish Guarantor).

9.07 Payments of Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other Indebtedness permitted under the terms of any subordination to the Obligations, and (iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f).

9.08 Change in Fiscal Year. Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the Closing Date, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to that of Parent Guarantor.

9.09 Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable, Intellectual Property and capital stock or share capital, as applicable, of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except:

(a)transfers of cash in the ordinary course of its business for equivalent value;

(b)sales of inventory in the ordinary course of its business on ordinary business terms;

(c)development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time; provided that each such license does not effect a legal transfer of title to such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance;

(d)transfers of Property by any Subsidiary Guarantor to any other Obligor (other than the Swedish Guarantor);

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(e)dispositions of any equipment that is obsolete or worn out or no longer used or useful in the Business;

(f)any transaction permitted under Section 9.03 or 9.05;

(g)any other Asset Sale the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i);

(h)[reserved]; or

(i)the abandonment, cancellation and discontinuation of Intellectual Property of the Obligors, other than Material Intellectual Property, in the Obligors’ reasonable business judgment.

9.10 Transactions with Affiliates. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(a)transactions between or among Obligors;

(b)any transaction permitted under Section 9.01, 9.05, 9.06 or 9.09;

(c)customary compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Parent Guarantor or any Subsidiary in the ordinary course of business,

(d)Parent Guarantor may issue Equity Interests to Affiliates in exchange for cash; provided that the terms thereof are no less favorable (including the amount of cash received by Parent Guarantor) to Parent Guarantor than those that would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of Parent Guarantor; or

(e)the transactions set forth on Schedule 9.10.

9.11 Restrictive Agreements. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Restrictive Agreement other than (a) restrictions and conditions imposed by law or by this Agreement and (b) Restrictive Agreements listed on Schedule 7.15.

9.12 Amendments to Material Agreements; Organizational Documents. Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or modification of any Material Agreement or terminate any Material Agreement (unless replaced with another agreement that, viewed as a whole, is on the same or better terms for Parent Guarantor or such Subsidiary or except to the extent such amendment, modification or termination could not reasonably be expected to result in a Material Adverse Effect). Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or modification of its organizational documents in a manner that could be materially adverse to the rights or remedies of Administrative Agent and the Lenders.

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9.13 Operating Leases. Parent Guarantor will not, and will not permit any of its Subsidiaries to, make any expenditures in respect of operating leases, except for:

(a)real estate operating leases;

(b)operating leases between Parent Guarantor and any of its wholly-owned Subsidiaries or between any of Parent Guarantor’s wholly-owned Subsidiaries; and

(c)operating leases that would not cause Parent Guarantor and its Subsidiaries, on a consolidated basis, to make payments exceeding $250,000 (or the Equivalent Amount in other currencies) in any fiscal year.

9.14 Sales and Leasebacks. Except as disclosed on Schedule 9.14, such Obligor will not, and will not permit any of its Subsidiaries to, become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of any property (whether real, personal, or mixed), whether now owned or hereafter acquired, (i) which Parent Guarantor or such Subsidiary has sold or transferred or is to sell or transfer to any other Person and (ii) which Parent Guarantor or such Subsidiary intends to use for substantially the same purposes as property which has been or is to be sold or transferred.

9.15 Hazardous Material. Such Obligor will not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure to comply could not reasonably be expected to result in a Material Adverse Change.

9.16 Accounting Changes. Such Obligor will not, and will not permit any of its Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required or permitted by GAAP.

9.17 Compliance with ERISA. No Obligor or any ERISA Affiliate thereof shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan, (b) any other ERISA Event that would, in the aggregate, have a Material Adverse Effect, or (c) any event that could result in the imposition of a Lien with respect to any Benefit Plan.

9.18 Swedish Guarantor. The Swedish Guarantor shall not incur any liabilities (other than the Obligations under the Loan Documents, intercompany liabilities to other Obligors, obligations incurred in respect of the development of Recorlev and such immaterial liabilities as are incidental to its legal status) or hold any assets (other than Investments in its Subsidiaries, subordinated intercompany receivables and regulatory approvals; provided that with respect to any Investments acquired after the Closing Date such Investments are pledged subject to documentation satisfactory to the Administrative Agent in its reasonable discretion).

SECTION 10
RIGHT TO INVEST; CONVERSION OPTION

10.01 Right to Invest. The Lenders shall have the right, in their sole discretion, but not the obligation, to participate in any sale of Parent Guarantor’s Equity Interests from the Closing Date

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through the date 18 months thereafter (any such sale, a “Subsequent Financing”), in an amount of up to $1,000,000 on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing; provided, however, that such terms shall exclude any seat on the board of directors of Parent Guarantor that may be offered to other investors participating in a Subsequent Financing.

10.02 Conversion Option.

(a)Subject to the conditions in Section 10.02(b), Parent Guarantor and the Borrower grant to the Lenders an option to convert up to $3,000,000 of the aggregate principal amount outstanding under the Loans under this Agreement into Qualified Securities on the terms set out in this Section 10.02 (the “Conversion Option”).

(b)The Conversion Option is subject to:

(i)the closing price of the ordinary shares of Parent Guarantor as reported by Bloomberg, L.P. on the Nasdaq stock market for each of the 7 consecutive trading days immediately preceding the Conversion Completion Date, being greater than or equal to the Conversion Price; and

(ii)the number of Option Shares issued in satisfaction of any exercise by the Lender of the Conversion Option not exceeding 20% of the total trading volume of the ordinary shares of Parent Guarantor for the 22 consecutive trading days immediately prior to any Conversion Completion Date.

(c)The number of Qualified Securities to be allotted and issued by Parent Guarantor on a Conversion Completion Date (the “Option Shares”) shall be equal to the quotient of (x) the amount up to $3,000,000 in respect of which the Conversion Option is being exercised divided by (y) the Conversion Price as of the Conversion Date and rounded down to the nearest whole ordinary share of Parent Guarantor.

(d)The Conversion Option will be exercised only by such Lender delivering a Conversion Notice to the Borrower and Parent Guarantor in accordance with Section 13.02, which will include:

(i)the date on which the Conversion Notice is given;

(ii)a statement to the effect that the Lender is exercising the Conversion Option;

(iii)the amount in respect of which the Conversion Option is being exercised (the “Conversion Amount”), the Conversion Price and the number of Option Shares to be issued, as calculated in accordance with Section 10.02(c);

(iv)a date, which is no less than five (5) and no more than fifteen (15) Business Days after the date of the Conversion Notice, on which the allotment and issuance of the Option Shares is to take place (the “Conversion Completion Date”); and

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(v)a signature of the Lender.

(e)Once delivered, a Conversion Notice may not be revoked without the written consent of Parent Guarantor.

(f)On each Conversion Completion Date:

(i)the Lender shall, without any further act on its part, be deemed to:

(A)subscribe for the applicable Option Shares; and

(B)irrevocably agree to the prepayment of the principal amount of the Loans in an amount equal to the Conversion Amount; and

(ii)Parent Guarantor shall, at its own expense:

(A)allot and issue the Option Shares, credited as fully paid up in cash to the Lender; and

(B)procure that the name of the Lender is entered in its register of members as the holder of the Option Shares.

(g)The consideration payable for all Option Shares shall be satisfied in cash by the Borrower or, if the consideration for any Option Shares qualifies as the release of a liability of Parent Guarantor for a liquidated sum pursuant to section 64(3)(c) of the Irish Companies Act, by Parent Guarantor.

SECTION 11
EVENTS OF DEFAULT

11.01 Events of Default. Each of the following events shall constitute an “Event of Default”.

(a)Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)(i) any Obligor shall fail to pay any interest on any Loan or any fee due under the Loan Documents when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days or (ii) any Obligor shall fail to pay any other Obligation (other than an amount referred to in Section 11.01(a) and 11.01(b)(i)) when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;

(c)any representation or warranty made or deemed made by or on behalf of Parent Guarantor or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this

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Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall: (i) prove to have been incorrect when made or deemed made to the extent that such representation or warranty contains any materiality or Material Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse Effect qualifier;

(d)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02, 8.03 (with respect to an Obligor’s existence), 8.11, 8.12, 8.14, 8.16, 9 or 10;

(e)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 11.01(a), (b) or (d)) or any other Loan Document, and, in the case of any failure that is capable of cure, if such failure shall continue unremedied for a period of 25 or more days;

(f)Parent Guarantor or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace or cure period as originally provided by the terms of such Indebtedness;

(g)(i) any material breach of, or “event of default” or similar event by any Obligor under, any Material Agreement, (ii) any material breach of, or “event of default” or similar event under, the documentation governing any Material Indebtedness shall occur, or (iii) any event or condition occurs (A) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness;

(h)any Obligor:

(i)becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any class of its creditors;

(ii)commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal (or files a notice of its intention to do so);

(iii)institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, examinership, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal, provincial or foreign Law now or hereafter in effect relating to bankruptcy, winding-up,

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insolvency, examinership, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;

(iv)applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, examiner, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property; or

(v)takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section 11.01(h) or (i), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof;

(i)any petition is filed, application made or other proceeding instituted against or in respect of Parent Guarantor or any Subsidiary:

(i)seeking to adjudicate it an insolvent;

(ii)seeking a receiving order against it;

(iii)seeking liquidation, dissolution, winding-up, examinership, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any federal, provincial or foreign law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, examinership, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or

(iv)seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, examiner, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property, and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof;

provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against Parent Guarantor or such Subsidiary thereunder in the interim, such grace period will cease to apply; provided further that if Parent Guarantor or such Subsidiary files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply;

(j)any other event occurs which, under the laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Section 11.01(h) or (i);

(k)one or more judgments or settlements for the payment of money in an aggregate amount in excess of $250,000 (or the Equivalent Amount in other currencies) shall be rendered against or entered into by any Obligor or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively

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stayed, or any action shall be legally taken by a judgment or settlement creditor to attach or levy upon any assets of any Obligor to enforce any such judgment or settlement;

(l) (i) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent Guarantor and its Subsidiaries in an aggregate amount exceeding (i) $250,000 in any year or (ii) $750,000 for all periods until repayment of all Obligations;

(m)a Change of Control shall have occurred;

(n)a Material Adverse Change shall have occurred;

(o)(i) any Lien created by any of the Security Documents shall at any time not constitute a valid and perfected Lien on the applicable Collateral (in accordance with the terms of the Security Documents) in favor of the Secured Parties, free and clear of all other Liens (other than Permitted Liens), (ii) except for expiration in accordance with its terms, any of the Security Documents or any Guarantee of any of the Obligations (including that contained in Section 14) shall for whatever reason cease to be in full force and effect, or (iii) any of the Security Documents, any Guarantee of any of the Obligations (including that contained in Section 14), or the enforceability thereof, shall be repudiated or contested by any Obligor; and

(p)any injunction, whether temporary or permanent, shall be rendered against any Obligor that prevents the Obligors from selling or manufacturing the Product or its commercially available successors, or any of their other material and commercially available products in the United States for more than sixty (60) consecutive calendar days.

11.02 Remedies.

(a)Upon the occurrence of any Event of Default, then, and in every such event (other than an Event of Default described in Section 11.01(h), (i) or (j)), and at any time thereafter during the continuance of such event, the Majority Lenders may, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations, shall become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.

(b)Upon the occurrence of any Event of Default described in Section 11.01(h), (i) or (j), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, shall automatically become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.

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(c)Prepayment Premium, Final Payment and Redemption Price. (i) For the avoidance of doubt, the Prepayment Premium and the Final Payment (as a component of the Redemption Price) shall be due and payable at any time the Loans become due and payable prior to the Stated Maturity Date for any reason, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to Borrower in accordance with Section 11.02(a), or automatically, in accordance with Section 11.02(b)), by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Loans or Loan Documents that would otherwise evade, avoid, or otherwise disappoint the expectations of Lenders in receiving the full benefit of their bargained-for Prepayment Premium or Redemption Price as provided herein). The Obligors and Lenders acknowledge and agree that any Prepayment Premium, the Final Payment and the fees due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 502(b)(3) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. In the event that any portion of the Loans becomes due and payable prior to the Stated Maturity Date, whether as a result of acceleration or any other required prepayment event, the “Redemption Date” for purposes of calculating the Prepayment Premium will be the date of such acceleration or the date of occurrence of the event that triggered such obligation to prepay.

(ii)Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Redemption Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Obligor’s bankruptcy filing, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach hereof or thereof by any Obligor shall constitute secured obligations owing to the Lenders.

SECTION 12
ADMINISTRATIVE AGENT

12.01 Appointment and Duties. (a) Appointment of Administrative Agent. Each Lender hereby irrevocably appoints Avenue (together with any successor Administrative Agent pursuant to Section 12.09) as Administrative Agent hereunder and authorizes Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Obligor or any of its Subsidiaries, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Administrative Agent under such Loan Documents, (iii) act as agent of such Lender for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Obligors on the Collateral to secure any of the Obligations and (iv) exercise such powers as are reasonably incidental thereto.

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(b)Duties as Collateral and Disbursing Agent. Without limiting the generality of Section 12.01(a), Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 11.01(h), (i) or (j) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.01(h), (i) or (j), or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Loan Documents and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) enter into any subordination agreement or intercreditor agreement with respect to Indebtedness of an Obligor, (viii) enter into non-disturbance agreements and similar agreements and (ix) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Administrative Agent and the Secured Parties for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by an Obligor with, and cash and Permitted Cash Equivalent Investments held by, such Lender, and may further authorize and direct any Lender to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c)Limited Duties. Under the Loan Documents, Administrative Agent (i) is acting solely on behalf of the Lenders, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in the foregoing clauses (i) through (iii).

12.02 Binding Effect. Each Lender agrees that (i) any action taken by Administrative Agent or the Majority Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Administrative Agent in reliance upon the instructions of the Majority Lenders (or, where so required, such

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greater proportion) and (iii) the exercise by Administrative Agent or the Majority Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

12.03 Use of Discretion. (a) No Action without Instructions. Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Majority Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b)Right Not to Follow Certain Instructions. Notwithstanding Section 12.03(a), Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Administrative Agent, any other Secured Party) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

12.04 Delegation of Rights and Duties. Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through or to any trustee, co-agent, sub-agent, employee, attorney-in-fact and any other Person (including any other Secured Party). Any such Person shall benefit from this Section 12 to the extent provided by Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

12.05 Reliance and Liability. (a) Administrative Agent may, without incurring any liability hereunder, (i) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Obligor) and (ii) rely and act upon any document and information and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b)None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and each Obligor hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent:

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(i)shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Majority Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent);

(ii)shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii)makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person, in or in connection with any Loan Document or any transaction contemplated therein, whether or not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and

(iv)shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Obligor or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Obligor or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender and each Obligor hereby waives and agrees not to assert any right, claim or cause of action it might have against Administrative Agent based thereon.

12.06 Administrative Agent Individually. Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests of, engage in any kind of business with, any Obligor or Affiliate thereof as though it were not acting Administrative Agent and may receive separate fees and other payments therefor. To the extent Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Majority Lender”, and any similar terms shall, except where otherwise expressly provided in any Loan Document, include Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Majority Lenders, respectively.

12.07 Lender Credit Decision. Each Lender acknowledges that it shall, independently and without reliance upon Administrative Agent, any Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Obligor and make and continue to make its own credit decisions in

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connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.

12.08 Expenses; Indemnities. (a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly, upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

(b)Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Administrative Agent’s or such Related Person’s gross negligence or willful misconduct.

12.09 Resignation of Administrative Agent. (a) Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrower, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. If Administrative Agent delivers any such notice, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If, within 30 days after the retiring Administrative Agent having given notice of resignation, no successor Administrative Agent has been appointed by the Majority Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Each appointment under this Section 12.09(a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.

(b)Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly

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acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 12.03, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.

12.10 Release of Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate) the following:

(a)any Subsidiary of Parent Guarantor from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; or

(b)subject to Section 12.11, any Lien held by Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is disposed of by an Obligor in an Asset Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien described in Section 9.02(d) and (iii) all of the Collateral and all Obligors, upon (A) termination of the Commitments, (B) payment and satisfaction in full of all Loans and all other Obligations that Administrative Agent has been notified in writing are then due and payable, (C) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to Administrative Agent;

(c)Each Lender hereby directs Administrative Agent, and Administrative Agent hereby agrees, upon receipt of reasonable advance notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 12.10.

12.11 Release of Swedish Liens . Notwithstanding any other provisions in this Agreement or in any of the other Loan Documents, the release of any perfected Lien (or Lien which purports to be or is required to be perfected) under any Swedish Security Document shall always be subject to the prior written consent of the Administrative Agent (such consent to be given on a case by case basis and at the sole discretion of the Administrative Agent) other than following the discharge in full of all Loans and all other Obligations. Each Secured Party irrevocably authorizes the Administrative Agent to release such Lien without notification or further reference to the Secured Parties.

SECTION 13
MISCELLANEOUS

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13.01 No Waiver. No failure on the part of Administrative Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

13.02 Notices. All notices, requests, instructions, directions and other communications provided for herein (including any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by telecopy and e-mail) delivered, if to any Obligor, the Administrative Agent or any Lender, to its address specified on the signature pages hereto or its Assumption Agreement, as the case may be, or at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given upon receipt of a legible copy thereof, in each case given or addressed as aforesaid. All such communications provided for herein by telecopy shall be confirmed in writing promptly after the delivery of such communication (it being understood that non-receipt of written confirmation of such communication shall not invalidate such communication). Unless the Administrative Agent otherwise prescribes, notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement).

13.03 Expenses, Indemnification, Etc.

(a)Expenses. Borrower agrees to pay or reimburse (i) Administrative Agent and the Lenders for all of their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Barnes & Thornburg LLP, special counsel to Administrative Agent and the Lenders, and any sales, goods and services or other similar Taxes applicable thereto, and printing, reproduction, document delivery and travel costs) in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Loans (exclusive of post-closing costs), (y) post-closing costs and (z) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated) and (ii) Administrative Agent and the Lenders for all of their out of pocket costs and expenses (including the fees and expenses of legal counsel) in connection with any enforcement or collection proceedings resulting from the occurrence of an Event of Default.

(b)Indemnification. Each Obligor hereby indemnifies Administrative Agent, each Lender, their respective Affiliates, and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an “Indemnified Party”) from and against, and agrees to hold them harmless against, any and all Claims and Losses of any kind (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, and any claim, investigation, litigation or proceeding or the preparation of any defense

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with respect thereto arising out of or in connection with or relating to any of the foregoing, whether or not any Indemnified Party is a party to an actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based in contract, tort or any other theory, and whether or not such investigation, litigation or proceeding is brought by Borrower, any of its shareholders or creditors, and whether or not the conditions precedent set forth in Section 6 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. No Obligor shall assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. Parent Guarantor, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties are each sometimes referred to in this Agreement as a “Borrower Party.” No Lender shall assert any claim against any Borrower Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans.

13.04 Amendments, Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by Borrower and the Majority Lenders (or Administrative Agent on behalf of such Majority Lenders); provided, however, that:

(a)the consent of all of the Lenders shall be required to:

(i)amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Loans, reduce the fees payable hereunder, reduce interest rates or other amounts payable with respect to the Loans, extend any date fixed for payment of principal, interest or other amounts payable relating to the Loans or extend the repayment dates of the Loans;

(ii)amend the provisions of Section 6;

(iii)amend, modify, discharge, terminate or waive any Security Document if the effect is to release a material part of the Collateral subject thereto other than pursuant to the terms hereof or thereof; or

(iv)amend this Section 13.04; and

(b)no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Administrative Agent (or otherwise modify any provision of Section 12 or the application thereof) unless in writing and signed by Administrative Agent in addition to any signature otherwise required.

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Notwithstanding anything to the contrary herein, (a) [reserved]; and (b) a Defaulting Lender shall not have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

13.05 Successors and Assigns.

(a)General. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lenders. Any of the Lenders may assign or otherwise transfer any of their rights or obligations hereunder or under any of the other Loan Documents to an assignee (i) in accordance with the provisions of Section 13.05(b), (ii) by way of participation in accordance with the provisions of Section 13.05(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 13.05(g). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 13.05(e) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person (other than a natural Person)) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to any Obligor, an Affiliate of any Obligor, or any employees or directors of any Obligor at any time. Subject to the recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.05(e).

(c)Amendments to Loan Documents. Each of Administrative Agent, the Lenders and the Obligors agrees to enter into such amendments to the Loan Documents, and such

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additional Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to Administrative Agent, the Lenders and the Obligors, as shall reasonably be necessary to implement and give effect to any assignment made under this Section 13.05.

(d)Register. Administrative Agent, acting solely for this purpose as an agent of each Obligor, shall maintain at one of its offices a register for the recordation of the name and address of any assignee of the Lenders and the Commitment and outstanding principal amount of the Loans owing thereto (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and each Obligor shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Obligor, at any reasonable time and from time to time upon reasonable prior notice.

(e)Participations. Any of the Lenders may at any time, without the consent of, or notice to, any Obligor, sell participations to any Person (other than a natural person or any Obligor or any of an Obligor’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower shall continue to deal solely and directly with the Lenders in connection therewith.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest. Subject to Section 13.05(f), Borrower agrees that each Participant shall be entitled to the benefits of Section 5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.05(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.04(a) as though it were the Lender.

(f)Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 5.01 or 5.03 than a Lender would have been entitled to receive with respect to the participation sold to such Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of each Obligor, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitment, loan, letter of credit or other obligations under any Loan Document) to any Person except to the extent that

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such disclosure is necessary to establish that such commitment, loan, letters of credit or other obligation is in registered form under Section 5f.103-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(g)Certain Pledges. The Lenders may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and any other Loan Document to secure obligations of the Lenders, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lenders from any of their obligations hereunder or substitute any such pledgee or assignee for the Lenders as a party hereto.

13.06 Survival. The obligations of the Obligors under Sections 5.01, 5.02, 5.03, 13.03, 13.05, 13.09, 13.10, 13.11, 13.12, 13.13, 13.14, 13.20 and Section 14 (solely to the extent guaranteeing any of the obligations under the foregoing Sections) shall survive the repayment of the Obligations and the termination of the Commitment and, in the case of the Lenders’ assignment of any interest in the Commitment or the Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date of such assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In addition, each representation and warranty made, or deemed to be made by a Notice of Borrowing, herein or pursuant hereto shall survive the making of such representation and warranty.

13.07 Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

13.08 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

13.09 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

13.10 Jurisdiction, Service of Process and Venue.

(a)Submission to Jurisdiction. Each Obligor agrees that any suit, action or proceeding with respect to this Agreement or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York, New York or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 13.10(a) is for the benefit of

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Administrative Agent and the Lenders only and, as a result, neither Administrative Agent nor any Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, Administrative Agent and the Lenders may take concurrent proceedings in any number of jurisdictions.

(b)Alternative Process. Nothing herein shall in any way be deemed to limit the ability of Administrative Agent or the Lenders to serve any such process or summonses in any other manner permitted by applicable law.

(c)Waiver of Venue, Etc. Each Obligor irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which such Obligor is or may be subject, by suit upon judgment.

13.11 Waiver of Jury Trial. EACH OBLIGOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

13.12 Waiver of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its Property or revenues any immunity on the ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and the other Loan Documents.

13.13 Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. EACH OBLIGOR ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IN DECIDING TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN TAKING OR NOT TAKING ANY ACTION HEREUNDER OR THEREUNDER, IT HAS NOT RELIED, AND WILL NOT RELY, ON ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, OF OR WITH ADMINISTRATIVE AGENT OR THE LENDERS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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13.14 Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.

13.15 No Fiduciary Relationship. Each Obligor acknowledges that Administrative Agent and the Lenders have no fiduciary relationship with, or fiduciary duty to, any Obligor arising out of or in connection with this Agreement or the other Loan Documents, and the relationship between the Lenders and the Borrower is solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture among the parties.

13.16 Confidentiality. Each of Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Persons (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall undertake in writing or shall otherwise be obligated to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Persons (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to a binding agreement containing provisions substantially the same as those of this Section 13.16, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Persons) to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating any Obligor or its Subsidiaries or the Loans or (ii) the CUSIP Global Services or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 13.16, or (y) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower if such source was not, to the knowledge of Administrative Agent or such Lender or their respective Affiliates, as applicable, prohibited from disclosing such Information by a legal, contractual or fiduciary obligation. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and the material terms thereof to market data collectors, similar service providers to the lending industry and service providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

For purposes of this Section, “Information” means all information furnished by Parent Guarantor or any of its Subsidiaries relating to Parent Guarantor or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Parent Guarantor or any of its Subsidiaries; provided that the source was not, to the knowledge of the Administrative Agent or such Lender, prohibited from disclosing such Information by a legal, contractual or fiduciary

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obligation. Any Person required to maintain the confidentiality of Information as provided in this Section 13.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

13.17 USA PATRIOT ACT. Administrative Agent and the Lenders hereby notify the Obligors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) or any Anti-Money Laundering Laws, they are required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the Act or other Anti-Money Laundering Laws.

13.18 Maximum Rate of Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between portions of such Indebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law.

13.19 Certain Waivers.

(a)[Reserved].

(b)Waiver of Marshaling. Without limiting the foregoing in any way, each obligor hereby irrevocably waives and releases, to the extent permitted by law, any and all rights it may have at any time (whether arising directly or indirectly, by operation of law, contract or otherwise) to require the marshaling of any assets of any obligor, which right of marshaling might otherwise arise from any payments made or obligations performed.

13.20 Tax Treatment. The parties hereto agree (a) that any contingency associated with the Loans is described in Treasury Regulations Section 1.1272-l(c) and/or Treasury Regulations Section 1.1275-2(h), and therefore no Loan is governed by the rules set out in Treasury Regulations Section 1.1275-4, (b) except for a Lender described in Sections 871(h)(3) or 881(c)(3) of the Code, absent a Change in a Requirement of Law, all interest on the Loans is “portfolio interest” within the meaning of Sections 871(h) or 881(c) of the Code, and therefore is exempt from withholding tax under Sections 1441(c)(9) or 1442(a) of the Code, and (c) to adhere to this Section 13.20 for federal income and any other applicable tax purposes and not to take any action or file any Tax Return, report or declaration inconsistent herewith.

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13.21 Original Issue Discount. For purposes of Sections 1272, 1273 and 1275 of the Code, each Loan is being issued with original issue discount; please contact Robert Lutz, Chief Financial Officer, 900 Northbrook Drive, Suite 200, Trevose, PA, telephone: 484-254-6864 to obtain information regarding the issue price, the amount of original issue discount and the yield to maturity.

13.22 Publicity. None of the parties hereto nor any of its respective member businesses and Affiliates shall, without the other parties’ prior written consent (which shall not be unreasonably withheld or delayed), publicize or use (a) the other party's name (including a brief description of the relationship among the parties hereto), logo or hyperlink to such other parties’ web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials; and (c) such other parties’ name, trademarks, servicemarks in any news or press release concerning such party; provided however, notwithstanding anything to the contrary herein, no such consent shall be required (i) to the extent necessary to comply with the requests of any regulators, legal requirements or laws applicable to such party, any listing rules to which such party is subject or the terms of any listing agreement with any national securities exchange (so long as such party provides prior notice to the other party hereto to the extent reasonably practicable and permitted under applicable law) and (ii) to the extent such publication or use is permitted pursuant to Section 13.16.

SECTION 14
GUARANTEE

14.01 The Guarantee. Subject to Section 1.06, the Subsidiary Guarantors hereby jointly and severally guarantee to the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans and all fees and other amounts from time to time owing to the Secured Parties by any Obligor under this Agreement or under any other Loan Document (other than the Warrant) and by any other Obligor under any of the Loan Documents (other than the Warrant), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

14.02 Obligations Unconditional; Subsidiary Guarantor Waivers. The obligations of the Subsidiary Guarantors under Section 14.01 are absolute, subject to Section 1.06, and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any Obligor under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute

DMS 17185250.10

a legal or equitable discharge or defense of a surety or guarantor. The liability of each Subsidiary Guarantor is irrevocable, continuing, absolute and unconditional. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not discharge, alter, impair or otherwise affect the liability of the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above, and each Subsidiary Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:

(a)any change in the time, including the time for any performance or compliance with, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Obligor under any Loan Document, or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise;

(b)any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted;

(c)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d)any taking, exchange, substitution, release, impairment or non-perfection of any Collateral, any taking, release, impairment, amendment, waiver or other modification of any guaranty, for the Guaranteed Obligations or any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected; and

(e)the failure of any other Person to execute or deliver this Agreement, any Loan Document or any other guaranty or agreement or the release or reduction of liability of any Obligor or other guarantor or surety with respect to the Guaranteed Obligations.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Obligor under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

14.03 Reinstatement. The obligations of the Subsidiary Guarantors under this Section 14 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Obligor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Lenders in connection with such

DMS 17185250.10

rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

14.04 Subrogation. The Subsidiary Guarantors hereby jointly and severally agree that until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the Commitments under this Agreement, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 14.01, whether by subrogation or otherwise, against any Obligor or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

14.05 Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Secured Parties, the obligations of the Obligors under this Agreement and under the other Loan Documents may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11) for purposes of Section 14.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Obligor and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by an Obligor) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 14.01.

14.06 Instrument for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Section 14 constitutes an instrument for the payment of money, and consents and agrees that the Secured Parties, at their sole option, in the event of a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N. Y. Civ. Prac. L&R § 3213.

14.07 Continuing Guarantee. The guarantee in this Section 14 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

14.08 Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Subsidiary Guarantor’s Pro rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 14.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Subsidiary Guarantor under the other provisions of this Section 14 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.

DMS 17185250.10

For purposes of this Section 14.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro rata Share of such Guaranteed Obligations and (iii) “Pro rata Share” means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (excluding any shares of stock or share capital, as applicable, of any other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents) of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the first Borrowing Date, as of such Borrowing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

14.09 General Limitation on Guaranteed Obligations. In any action or proceeding involving any provincial, territorial or state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 14.01 (and/or any Obligor under Section 13.22 to the extent such co-borrowership would be deemed to constitute a guarantee by any Obligor under the laws of its jurisdiction of incorporation) would otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 14.01 (and/or Section 13.22, as applicable), then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor (or, in relation to Section 13.22, Borrower), any Secured Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

14.10 Irish Companies Act Limitation on Guaranteed Obligations. The guarantee in Section 14.01 does not apply to any liability to the extent that it would result in such guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Irish Companies Act.

SECTION 15
INTERCOMPANY SUBORDINATION AGREEMENT

15.01 Subordination of Intercompany Obligations.

(a)Each Obligor agrees that all Subordinated Intercompany Indebtedness shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of the Obligors under this Agreement (and other indebtedness and obligations

DMS 17185250.10

in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (b) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to in this Section 15.01 as “Senior Indebtedness”). For purposes hereof, “Subordinated Intercompany Indebtedness” shall mean all obligations, liabilities and Indebtedness of an Obligor owed to another Obligor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses and reimbursement obligations.

(b)In the event of any insolvency or bankruptcy proceedings, and any receivership, examinership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Obligor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Obligor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any other Obligor is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any Subordinated Intercompany Indebtedness and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Obligor would otherwise be entitled (other than debt securities of such Obligor that are subordinated, to at least the same extent as this Section 15.01, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to in this Section 15.01 as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness.

(c)Upon the occurrence and during the continuation of an Event of Default, each Obligor agrees it shall not make, and shall not be entitled to receive, any payment or distribution of any kind or character with respect to the Subordinated Intercompany Indebtedness except as expressly permitted under this Section 15.01.

(d)If any payment or distribution of any character by any Obligor, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of any Subordinated Intercompany Indebtedness shall (despite these subordination provisions) be received by any such Obligor in violation of clause (a) or (b) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to the Administrative Agent, as applicable, on behalf of the holders of Obligations, to the extent necessary to pay all Senior Indebtedness in full in cash.

(e)To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Section 15.01 by any act or failure to act on the part of any such Obligor or by any act or failure to act on the part of such holder or any trustee or agent for such holder.

(f)This Section 15.01 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended and shall be interpreted to be enforceable against the Obligors to the maximum extent permitted pursuant to applicable non-bankruptcy law. All references to any Obligor shall include

DMS 17185250.10

such Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor in connection with any case under the Bankruptcy Code or in connection with any Insolvency Proceeding.

(g)Nothing contained in this Section 15.01 is intended to or will impair, as between the Obligors, the obligations of any Obligor, which are absolute and unconditional, to pay to such other Obligor the principal of and interest on the intercompany Indebtedness as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such payee and other creditors of such payor other than the holders of Senior Indebtedness.

[Signature Pages Follow]

DMS 17185250.10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

BORROWER:

STRONGBRIDGE U.S. INC.

By/s/ Robert Lutz

Name:Robert Lutz

Title: Chief Financial Officer‌

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:Chief Legal Officer

Tel.:610-254-9225

Fax:215-355-7389

Email:s.long@strongbridgebio.com

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]

DMS 17185250.10

SUBSIDIARY GUARANTORS:

STRONGBRIDGE BIOPHARMA PLC

By:/s/ Robert Lutz

Name:Robert Lutz

Title:Chief Financial Officer

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:Chief Legal Officer

Tel.:610-254-9225

Fax:215-355-7389

Email:s.long@strongbridgebio.com

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]

DMS 17185250.10

CORTENDO AB (PUBL)

By:/s/ Stephen Long

Name:Stephen J. Long

Title:Authorized Signatory

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:Chief Legal Officer

Tel.:610-254-9225

Fax:215-355-7389

Email:s.long@strongbridgebio.com

STRONGBRIDGE DUBLIN LIMITED

By: /s/ Stephen Long

Name:Stephen J. Long

Title:Authorized Signatory

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:Chief Legal Officer

Tel.:610-254-9225

Fax:215-355-7389

Email:s.long@strongbridgebio.com

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]

DMS 17185250.10

ADMINISTRATIVE AGENT:

AVENUE VENTURE OPPORTUNITIES FUND, L.P.

By/s/ Sonia Gardner

Name:

Title:

Address for Notices:

11 W. 42nd St., 9th Floor

New York, NY 10036

Attn:

Tel:

Fax:

Email:

LENDER:

AVENUE VENTURE OPPORTUNITIES FUND, L.P.

By/s/ Sonia Gardner

Name:

Title:

Address for Notices:

11 W. 42nd St., 9th Floor

New York, NY 10036

Attn:

Tel:

Fax:

Email:

[Signature Page to Term Loan Agreement]

DMS 17185250.10

Schedule 1

To Term Loan Agreement

COMMITMENTS

Lender	Commitment	Proportionate Share
Avenue Venture Opportunities Fund, L.P.	$20,000,000.00	100.00%
TOTAL	$20,000,000.00	100.00%

DMS 17185250.10

Schedule 6.01

To Term Loan Agreement

FOREIGN SECURITY DOCUMENTS

1.	Swedish law share pledge agreement entered into by Strongbridge Biopharma plc with respect to the shares of Cortendo AB (publ)

2.	Irish law Debenture entered into by Strongbridge Biopharma plc

3.	Irish law Debenture entered into by Strongbridge Dublin Limited

DMS 17185250.10

Schedule 7.05(b)(i)

To Term Loan Agreement

Certain Intellectual Property¹

COR-003
Title / Owner / Inventor	Country/Number	Status
Methods And Compositions For Treating Diabetes, Metabolic Syndrome And Other Conditions STRONGBRIDGE DUBLIN LIMITED Per Märin	Australia - 2006204334	Issued
		Canada - 2594433	Issued
		China - 101141964	Issued
		Hong Kong - 1118449	Issued
		Indonesia - 32847	Issued
		Israel - 184459	Issued
		Japan - 5358095	Issued
		South Korea - 1013879100000	Issued
		Mexico - 294589	Issued
		New Zealand - 560481	Issued
		Norway 339007	Issued
		Singapore - 133978	Issued
		South Africa - 2007/06020	Issued
		Europe - 1853266	Issued
		*countries designated (AT, BE, BG, CH, CY, CZ, DE, DK, EE, ES, FI, FR, GB, GR, HU, IE, IT, LT, LU, LV, NL, PL, PT, RO, SE, SI, SK, TR)	Issued
		US 9,918,984	Issued
		US 10,098,877	Issued
		US 10,517,868	Issued
		US 16/715,690	Filed 12/16/2019

¹ Intellectual property previously owned by Cortendo AB (publ) has been transferred to Strongbridge Dublin Limited in connection with an internal reorganization in 2018. Re-registrations of the transferred intellectual property in local patent office has not been undertaken in cases of patents that are not Material Intellectual Property.

DMS 17185250.10

COR-003
Title / Owner / Inventor	Country/Number	Status
Ketoconazole Enantiomer in Humans STRONGBRIDGE DUBLIN LIMITED Timothy Andrew Stewart	US 9,198,906	Issued
		New Zealand - 576569	Issued
Methods And Compositions For The Treatment Of Cushing’s Syndrome Using 2S,4R Ketoconazole STRONGBRIDGE DUBLIN LIMITED Theodore Richard Koziol (titration)	US 16/505,203	Pending
Ketoconazole Enantiomer in Humans STRONGBRIDGE DUBLIN LIMITED Timothy Andrew Stewart (combination)	US 16/351,797	Pending
Levoketoconazole for Treatment of Classic Congenital Adrenal Hyperplasia Fred Cohen STRONGBRIDGE DUBLIN LIMITED	PCT/IB2019/001105	Filed 10/11/2019

DMS 17185250.10

COR-005
Title / Owner / Inventor	Country/Number	Status
Pharmaceutical Compositions Of Water Soluble Peptides With Poor Solubility In Isotonic Conditions And Methods For Their Use Strongbridge Dublin Limited Michel Afargan	PCT/IB17/00194	Pending - countries designated: EP, JP, CA, CN, AU, BR, RU
				Australia App # 2017220728
				Brazil App # BR1120180167746**
				Canada App #3,014,406
				China App # 2017800238416
				Europe App # 177142668
				Japan App # 2018561098
				Russia App # 2018132631
		US 10,039,801	Issued
		US 10,398,751	Issued
		US 16/512,536	Pending - Filed 7/16/2019

KEVEYIS
Owner	Case Number	Application No.	Filing Date	Title
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201T-US	16/201,410	11/27/2018	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201TC1-US	16/780,057	2/3/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201TD1-US	16/535,704	8/8/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201T-US	16/205,602	11/30/2018	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD1-US	16/540,447	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD2-US	16/540,450	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

DMS 17185250.10

KEVEYIS
Owner	Case Number	Application No.	Filing Date	Title
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD3-US	16/540,456	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD4-US	16/540,461	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD5-US	16/540,464	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD6-US	16/540,468	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0003-201T-US	16/253,505	1/22/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-201T-US	16/253,515	1/22/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-201TC1-US	16/535,692	8/8/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0007-101-US	62/863,125	6/18/2019	DICHLORPHENAMIDE COMPOSITIONS AND METHODS OF USE
STRONGBRIDGE DUBLIN LIMITED	STRG0008-101-US	62/908,078	9/30/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-401-PC	PCT/US19/63505	11/27/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-401-PC	PCT/US19/63507	1/29/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-401-PC	PCT/US20/14250	1/20/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

DMS 17185250.10

NEXT GENERATION
Title / Owner / Inventor	Country/Number	Status
Novel Cytochrome P450 Inhibitors And Their Method Of Use STRONGBRIDGE DUBLIN LIMITED Benjamin Eric Blass Magid A. Abou-Gharbia Wayne Childers Pravin Iyer Joshodeep Boruwa	US 9,725,436	Issued

TRADEMARKS
Mark / Owner	Country/Number	Status
NORMOCORT STRONGBRIDGE DUBLIN LIMITED	Europe - CTM 010869048	Registered
STRONGBRIDGE BIOPHARMA STRONGBRIDGE DUBLIN LIMITED	WO 1279854	Registered
		US 5,237,588	Registered
		Australia 1279854	Registered
		China 1279854	Registered
		Europe - CTM 1279854	Registered
		Israel 1279854	Registered
		India 1279854	Registered
		Japan 1279854	Registered
		Mexico 1279854	Pending
		Turkey 1279854	Registered
		Brazil 910544115	Registered
		Canada 1741329	Registered
CORYNTHIA STRONGBRIDGE DUBLIN LIMITED	WO 1284986	Registered
		Australia 1284986	Registered
		China 1284986	Registered
		Europe - CTM 1284986	Registered
		Israel 1284986	Registered

DMS 17185250.10

TRADEMARKS
Mark / Owner	Country/Number	Status
	India 1284986	Pending
		Japan 1284986	Registered
		Turkey 1284986	Registered
		Brazil 910758875	Registered
		Canada 1054053	Registered
RECORLEV STRONGBRIDGE DUBLIN LIMITED	WO 1297646	Registered
		US 5,851,851	Registered
		Canada 1069362	Registered
		Brazil 911007903	Registered
		Australia 1297646	Registered
		China 1297646	Registered
		Europe - CTM 1297646	Registered
		Israel 1297646	Registered
		India 1297646	Registered
		Japan 1297646	Registered
		Mexico 1297646	Registered
		Turkey 1297646	Registered
BICYCLE DESIGN STRONGBRIDGE U.S. INC.	US 5,869,431	Registered
RIDE FOR RARE DISEASES STRONGBRIDGE U.S. INC.	US 5,771,699	Registered

DMS 17185250.10

Schedule 7.05(b)(ii)

To Term Loan Agreement

Intellectual Property EXCEPTIONS

None.

DMS 17185250.10

Schedule 7.05(c)

to Term Loan Agreement

Material Intellectual Property

COR-003
Title / Owner / Inventor	Country/Number	Status
Methods And Compositions For Treating Diabetes, Metabolic Syndrome And Other Conditions STRONGBRIDGE DUBLIN LIMITED Per Märin	Canada - 2594433	Issued
	Europe – 1853266 * countries designated (DE, ES, FR, GB, IT)	Issued
		Issued
	US 9,918,984	Issued
	US 10,098,877	Issued
	US 10,517,868	Issued
	US 16/715,690	Filed 12/16/2019
	US 16/715,690	Filed 12/16/2019
Ketoconazole Enantiomer in Humans STRONGBRIDGE DUBLIN LIMITED Timothy Andrew Stewart	US 9,198,906	Issued

DMS 17185250.10

COR-005
Title / Owner / Inventor	Country/Number	Status
Pharmaceutical Compositions Of Water Soluble Peptides With Poor Solubility In Isotonic Conditions And Methods For Their Use Strongbridge Dublin Limited Michel Afargan	PCT/IB17/00194	Pending - countries designated: EP, JP, CA, CN, AU, BR, RU
				Australia App # 2017220728
				Brazil App # BR1120180167746**
				Canada App #3,014,406
				China App # 2017800238416
				Europe App # 177142668
				Japan App # 2018561098
				Russia App # 2018132631
		US 10,039,801	Issued
		US 10,398,751	Issued
		US 16/512,536	Pending - Filed 7/16/2019

KEVEYIS
Owner	Case Number	Application No.	Filing Date	Title
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201T-US	16/201,410	11/27/2018	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201TC1-US	16/780,057	2/3/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-201TD1-US	16/535,704	8/8/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201T-US	16/205,602	11/30/2018	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD1-US	16/540,447	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

DMS 17185250.10

KEVEYIS
Owner	Case Number	Application No.	Filing Date	Title
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD2-US	16/540,450	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD3-US	16/540,456	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD4-US	16/540,461	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD5-US	16/540,464	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-201TD6-US	16/540,468	8/14/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0003-201T-US	16/253,505	1/22/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-201T-US	16/253,515	1/22/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-201TC1-US	16/535,692	8/8/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0007-101-US	62/863,125	6/18/2019	DICHLORPHENAMIDE COMPOSITIONS AND METHODS OF USE
STRONGBRIDGE DUBLIN LIMITED	STRG0008-101-US	62/908,078	9/30/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0001-401-PC	PCT/US19/63505	11/27/2019	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0002-401-PC	PCT/US19/63507	1/29/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE
STRONGBRIDGE DUBLIN LIMITED	STRG0004-401-PC	PCT/US20/14250	1/20/2020	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

DMS 17185250.10

TRADEMARKS
Mark / Owner	Country/Number	Status
STRONGBRIDGE BIOPHARMA STRONGBRIDGE DUBLIN LIMITED	WO 1279854	Registered
		US 5,237,588	Registered
		Europe - CTM 1279854	Registered
		Canada 1741329	Registered
RECORLEV STRONGBRIDGE DUBLIN LIMITED	WO 1297646	Registered
		US 5,851,851	Registered
		Canada 1069362	Registered
		Europe - CTM 1297646	Registered

DMS 17185250.10

Schedule 7.06

To Term Loan Agreement

CERTAIN LITIGATION

None.

DMS 17185250.10

Schedule 7.12

To Term Loan Agreement

INFORMATION REGARDING SUBSIDIARIES

Subsidiary	Jurisdiction of Organization	Direct Equity Holder	Percentage of Subsidiary held by Direct Equity Holder
Cortendo AB (Publ)	Sweden	Strongbridge Biopharma PLC	100%
Strongbridge U.S. Inc.	Delaware	Cortendo AB (publ)	100%
Strongbridge Dublin Limited	Ireland	Strongbridge Biopharma PLC	100%

DMS 17185250.10

Schedule 7.13(a)

To Term Loan Agreement

EXISTING INDEBTEDNESS OF PARENT GUARANTOR AND ITS SUBSIDIARIES

Part I

1.	Intra-group loan agreement dated 10 July 2019 pursuant to which the Company granted Strongbridge Dublin Limited a loan of USD 200,000,000 in four tranches.

Part II

1.	Intra-group loan agreement dated 10 July 2019 pursuant to which the Company granted Strongbridge Dublin Limited a loan of USD 200,000,000 in four tranches.

DMS 17185250.10

Schedule 7.13(b)

To Term Loan Agreement

LIENS GRANTED BY THE OBLIGORS

Part I

None.

Part II

None.

DMS 17185250.10

Schedule 7.14

To Term Loan Agreement

MATERIAL AGREEMENTS OF OBLIGORS

Refer to the contracts listed in the Exhibit Index to our 2019 10-K filed with the SEC on February 28^th, 2020.

DMS 17185250.10

Schedule 7.15

To Term Loan Agreement

RESTRICTIVE AGREEMENTS

None.

DMS 17185250.10

Schedule 7.16

To Term Loan Agreement

Real Property Owned or Leased by PARENT guarantor OR ANY SUBSIDiARY

1.Owned Property

None.

2.Leased Property

Name	Address/City/State/Zip Code (County)	Description of Assets and Value
Strongbridge U.S. Inc.	900 Northbrook Dr., Trevose PA	Leased office
Strongbridge Biopharma plc	Fitzwilliam Hall, Suite 206, Fitzwilliam Place, Dublin 2, Ireland	Leased office

DMS 17185250.10

Schedule 7.17

To Term Loan Agreement

PENSION MATTERS

None.

DMS 17185250.10

Schedule 9.05

To Term Loan Agreement

EXISTING INVESTMENTS

None.

DMS 17185250.10

Schedule 9.10

To Term Loan Agreement

TRANSACTIONS WITH AFFILIATES

None.

DMS 17185250.10

Schedule 9.14

To Term Loan Agreement

PERMITTED SALES AND LEASEBACKS

None.

DMS 17185250.10

Exhibit A

To Term Loan Agreement

FORM OF GUARANTEE ASSUMPTION AGREEMENT

GUARANTEE ASSUMPTION AGREEMENT dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR, a ___________ [corporation] [limited liability company] [other type of business entity] (the “Additional Obligor”), in favor of AVENUE VENTURE OPPORTUNITIES FUND, L.P., as administrative agent and collateral agent (the “Administrative Agent”) for the benefit of the Secured Parties under that certain Term Loan Agreement, dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Administrative Agent, the lenders from time to time party thereto and the Subsidiary Guarantors from time to time party thereto. The terms defined in the Loan Agreement are herein used as therein defined.

Pursuant to Section 8.12(a) of the Loan Agreement, the Additional Obligor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Loan Agreement, and a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Obligor hereby, jointly and severally with the other Guarantors, guarantees to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 14.01 of the Loan Agreement) in the same manner and to the same extent as is provided in Section 14 of the Loan Agreement. In addition, as of the date hereof, the Additional Obligor hereby makes the representations and warranties set forth in Sections 7.01, 7.02, 7.03, 7.05(a), 7.06, 7.07, 7.08 and 7.18 of the Loan Agreement, and in Section 2 of the Security Agreement, with respect to itself and its obligations under this Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Agreement, such representations and warranties to be made as of the date hereof.

The Additional Obligor hereby instructs its counsel to deliver the opinions referred to in Section 8.12(a) of the Loan Agreement to Administrative Agent.

IN WITNESS WHEREOF, the Additional Obligor has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.

Exhibit A-1

[ADDITIONAL SUBSIDIARY GUARANTOR]

Name:‌

Title:‌

Exhibit A-2

Exhibit B

To Term Loan Agreement

FORM OF NOTICE OF BORROWING

[date]

Avenue Venture Opportunities Fund, L.P.

11 West 42nd Street, 9th Floor

New York, New York 10036

Re:STRONGBRIDGE U.S. INC.

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement, dated as of May 19, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among, among others, Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”), and STRONGBRIDGE U.S. INC. (“Borrower”).

The undersigned is the [Chief Financial Officer] of Borrower and hereby requests on behalf of Borrower a Loan under the Loan Agreement, and in that connection certifies as follows:

1.The amount of the proposed Loan is _______________________ Dollars ($_________________). The date of the proposed Loan is ___________________ (the “Borrowing Date”).

(a)On the Borrowing Date, the Lenders will wire $[__________], less fees and expenses to be deducted on the Borrowing Date of $[_________] [with respect to the first Borrowing, only: [less $125,000 in respect of the commitment fee which has been paid to the Lenders prior to the date hereof,]] for net proceeds of $[___________] to Borrower pursuant to the following wire instructions:

Institution Name:	Silicon Valley Bank
Address:
ABA No.:
Contact Name:

B-1

DMS 17185250.10

Phone No.:
E-mail:
Account Title:
Account No.:

(b)On the Borrowing Date, the Lenders will wire the following amounts for fees and expenses in accordance with the respective following wire instructions:²

Amount:	$
Institution Name:	Fifth Third Bank
Address:	251 North Illinois Ave, Indianapolis, IN 46204
ABA No.:	042000314
E-mail:	Please send remittance information to: wireconfirmations@btlaw.com
Account Title:	Barnes & Thornburg LLP Attorney Operating Account
Account No.:	7653510706

Amount:	$
Institution Name:
Address:
ABA No.:
Contact Name:
Phone No.:
E-mail:
Account Title:
Account No.:

2.As of the date of this request and as of the Borrowing Date:

(a)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that no Default has occurred and is continuing, or will result from the making of the proposed Loan or the application of the proceeds thereof;

² The executed Borrowing Request must be delivered 2 Business Days prior to the Closing Date.

B-2

DMS 17185250.10

(b)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that the representations and warranties contained in Section 7 of the Loan Agreement are true and correct on and as of the Borrowing Date, and immediately after giving effect to the application of the proceeds of the proposed Loan, with the same force and effect as if made on and as of such date (except that the representations and warranties that refer to a specific earlier date were true and correct on such earlier date);

(c)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that no Material Adverse Effect has occurred since the end of the period covered by the financial statements most recently delivered pursuant to Section 8.01(b) or is reasonably likely to occur after giving effect the proposed Loan; and

(d)Borrower hereby represents and warrants that the conditions precedent described in Section 6, with respect to the relevant Borrowing, and Section 6.05 of the Loan Agreement, with respect to each Borrowing, have been met.

Remainder of this page intentionally left blank; signature page follows

B-3

DMS 17185250.10

Borrower shall notify you promptly before the funding of the Loan if any of the matters to which I have certified above shall not be true and correct on the Borrowing Date.

Very truly yours,

STRONGBRIDGE U.S. INC.

By:

Name:

Title:^*

[Signature Page to Notice of Borrowing]

^* Must be executed by Borrower’s Chief Financial Officer or other Responsible Officer.

B-4

DMS 17185250.10

Exhibit C-1

To Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (the “Borrower"), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U. S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[Signature follows]

Exhibit C-1-1

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.

[NAME OF NON-U. S. LENDER]

Name:

Title:

Date:

Exhibit C-1-2

Exhibit C-2

To Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[Signature follows]

Exhibit C-2-1

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.

[NAME OF NON-U.S. LENDER]

Name:

Title:

Date:

Exhibit C-2-2

Exhibit C-3

To Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[Signature follows]

Exhibit C-3-1

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.

[NAME OF NON-U.S. LENDER]

Name:

Title:

Date:

Exhibit C-3-2

Exhibit C-4

To Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[Signature follows]

Exhibit C-4-1

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.

[NAME OF NON-U.S. LENDER]

Name:

Title:

Date:

Exhibit C-4-2

Exhibit D

To Term Loan Agreement

FORM OF COMPLIANCE CERTIFICATE

Avenue Venture Opportunities Fund, L.P.

11 West 42nd Street, 9th Floor

New York, New York 10036

Re:STRONGBRIDGE U.S. INC. (for itself and on behalf of the other Obligors party to the Loan Agreement (as defined below))

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement, dated as of May 19, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among, among others, Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the lenders party thereto (each a “Lender” and collectively, the “Lenders”), and STRONGBRIDGE U.S. INC. (for itself and on behalf of all other Credit Parties (under and as defined in the Loan Agreement), “Borrower”).

The undersigned Responsible Officer of Borrower hereby certifies in such capacity that in accordance with the terms and conditions of the Loan Agreement, (i) no Event of Default has occurred and is continuing, except as noted below, and (ii) Borrower is in compliance for the financial reporting period ending ____________________________ with all required financial reporting under Section 8.01 of the Loan Agreement, except as noted below. Attached herewith are the required documents supporting the foregoing certification. The undersigned Responsible Officer of Borrower further certifies in such capacity that: (a) the accompanying financial statements have been prepared in accordance with GAAP consistently applied for such period; and (b) the financial statements fairly present in all material respects the financial condition and operating results of Parent Guarantor and its Subsidiaries as of the dates, and for the periods, indicated therein, subject to the absence of footnotes and normal year-end audit adjustments (in the case of interim monthly financial statements), except as explained below.

Please provide the following requested information and indicate compliance status by circling (or otherwise indicating) Yes/No under “Included/Complies”:

Reporting Covenant

Requirement

Actual

Complies

Financial statements
(Attach as Annex A)

Monthly within 30 days;

Quarterly within 45 days
(Q1-3)

Yes

N/A

Annual (CPA Audited) statements

Within 90 days after FYE

Yes

N/A

D-1

DMS 17185250.10

3)	Annual Financial Projections/Budget (prepared on a monthly basis)	Annually (within 10 days of FYE), and when revised		Yes	No	N/A
4)	8-K, 10-K and 10-Q Filings	Within 5 days of filing		Yes	No	N/A
5)	Compliance Certificate	Monthly within 30 days; Annually within 90 days		Yes	No	N/A
6)	IP Report	Quarterly within 45 days		Yes	No	N/A
7)	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period		$_______	Yes	No	N/A
8)	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period		$_______	Yes	No	N/A

Deposit and Securities Accounts

(Please list all accounts; attach separate sheet if additional space needed)

	Credit Party / Institution Name	Account Number	New Account?		Account Control Agreement in place?
1)			Yes	No	Yes	No
2)			Yes	No	Yes	No
3)			Yes	No	Yes	No
4)			Yes	No	Yes	No

Other Matters

1)	Have there been any changes in management since the last Compliance Certificate?	Yes	No

2)	Have there been any Asset Sales or any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	Yes	No

3)	Have there been any new or pending claims or causes of action against any Credit Party that involve more than One Hundred Thousand Dollars ($100,000.00)?	Yes	No

4)	Have there been any amendments of or other changes to Operating Documents of any Credit Party or any of its Subsidiaries? If yes, provide	Yes	No

D-2

DMS 17185250.10

copies of any such amendments or changes with this Compliance Certificate.

Has any Credit Party directly or indirectly acquired or created, or does any Credit Party intend, directly or indirectly, to acquire or create, any Subsidiary or other Person other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i) of the Loan Agreement? If yes, has such Subsidiary or Person been made a guarantor of the Obligations? Please complete the table below.

Yes

Name:

Jurisdiction of

formation or organization:³

Co-borrower

or guarantor ?

Complies?

New

Subsidiary

or Person?

1.)

_______________________

______________________

YES / NO

2.)

_______________________

YES / NO

3.)

_______________________

YES / NO

4.)

________________________

_______________________

YES / NO

Exceptions

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)

[Remainder of this page intentionally left blank; signature page follows]

³ Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Lender.

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DMS 17185250.10

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.

STRONGBRIDGE U.S. INC.,
for itself and on behalf of all Credit Parties party to the Loan Agreement

By:

Name:

Title:^*

[Signature page to Compliance Certificate]

^* Must be executed by Borrower’s Chief Financial Officer or other executive officer.

D-4

DMS 17185250.10

Annex A to Compliance Certificate

FINANCIAL STATEMENTS

[see attached]

D-5

DMS 17185250.10

Exhibit E

To Term Loan Agreement

[RESERVED]

Exhibit E

Exhibit F

To Term Loan Agreement

FORM OF LANDLORD CONSENT

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO:

AVENUE VENTURE OPPORTUNITIES FUND, L.P.
11 W. 42nd St., 9th Floor

New York, NY 10036

Attn:

CONSENT TO REMOVAL OF PERSONAL PROPERTY

KNOW ALL PERSONS BY THESE PRESENTS:

(a)This Consent to Removal of Personal Property is dated as of May 19, 2020.

(b)The undersigned has an interest in the real property at the location described on Attachment 1 (the “Real Property”).

(c)STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland with company number 562659 and having its registered office at Fitzwilliam Hall, Suite 206, Fitzwilliam Place, Dublin 2, Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with corporate identity number 556537-6554 (“Swedish Guarantor”) and STRONGBRIDGE U.S. INC., a Delaware corporation with an office located at 900 Northbrook Drive, Suite 200, Trevose, Pennsylvania 19053 (“Borrower” and together with Parent Guarantor, Irish Guarantor and Swedish Guarantor, individually and collectively, jointly and severally, “Obligor”), has entered into or will enter into a Term Loan Agreement with AVENUE VENTURE OPPORTUNITIES FUND, L.P. as Administrative Agent and Collateral Agent (“Avenue” and in such capacity, “Collateral Agent”), the lenders that become a party thereto from time to time (each a “Lender” and collectively, the “Lenders”), (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). As a condition to entering into the Loan Agreement, Collateral Agent and Lenders require that the undersigned consent to the removal by Collateral Agent of Obligor’s personal property assets serving as collateral for Obligor’s obligations to Collateral Agent and Lenders under the Loan Agreement (hereinafter called “Collateral”) from the Real Property.

NOW, THEREFORE, the undersigned consents to the placing of the Collateral on the Real Property, and agrees with Collateral Agent as follows:

1.The undersigned waives and releases each and every right which undersigned now has under applicable law or by virtue of the lease for the Real Property now in effect, to

F-1

levy or distrain upon for rent, in arrears, in advance or both, or to claim or assert title to the Collateral that is located on the Real Property.

2.The Collateral shall be considered to be personal property and shall not be considered part of the Real Property regardless of whether or by what means it is or may become attached or affixed to the Real Property. The undersigned shall (a) provide written notice to Collateral Agent of any termination or expiration of the lease (a “Termination Notice”), and (b) will not dispose of any of the Collateral nor assert any right or interest therein unless it has first sent such Termination Notice to Collateral Agent and has given Collateral Agent a reasonable period of time (in any case, not less than thirty (30) days after Collateral Agent’s receipt of such Termination Notice) to exercise Collateral Agent’s rights in and to the Collateral.

3.The undersigned will permit Collateral Agent, or its agent or representative, to enter upon the Real Property for the purpose of exercising any right Collateral Agent may have under the terms of the Loan Agreement, at law, or in equity, including, without limitation, the right to remove the Collateral; provided, however, that if Collateral Agent, in removing the Collateral, causes any physical damage to the Real Property, Collateral Agent, will, at its expense, cause the same to be repaired to the condition such Real Property was in prior to said damage; provided, further, Collateral Agent shall not be liable for any diminution in value of the Real Property caused by the absence of any item Collateral so removed. If Obligor abandons the Collateral located on the Real Property upon termination or expiration of the Lease, Collateral Agent shall have the option to remove the Collateral from the Real Property within thirty (30) days after receipt of written notice thereof from the undersigned or Collateral Agent’s right to such Collateral shall be deemed forfeited. Notwithstanding the foregoing, Collateral Agent shall not have any duty or obligation to remove or dispose of any Collateral or any other property left on the Real Property by the Obligor.

4.This agreement shall be binding upon the successors and assigns of the undersigned and shall inure to the benefit of Collateral Agent and its successors and assigns.

[Balance of Page Intentionally Left Blank]

F-2

NORTHBROOK

TC EQUITIES LLC

NORTHBROOK 134 WEST 93

EQUITIES LLC

NORTHBROOK LEMAD EQUITIES

LLC

NORTHBROOK CH EQUITIES LLC

NORTHBROOK CLINTON EQUITIES

LLC

NORTHBROOK UK1 EQUITIES LLC

NORTHBROOK LOKEN LLC

NORTHBROOK HS DEVELOPMENT

LLC

NORTHBROOK HS RK LLC

NORTHBROOK TEIDIF LLC

As Tenants in Common, as

Landlord

By:

Name:

Title:

AVENUE VENTURE OPPORTUNITIES FUND, L.P., as Administrative

Agent and Collateral Agent

By:

Name:

Title:

Acknowledged and agreed:

OBLIGORS:

Given under the common seal of STRONGBRIDGE

BIOPHARMA PUBLIC LIMITED COMPANY and

delivered as a deed

By:

Name:

Title: _________________________

Exhibit F-3
[SIGNATURE PATE TO LANDLORD CONSENT]

By:

Name:

Title: _________________________

CORTENDO AB (PUBL)

By:

Name:

Title:

Exhibit F-3
[SIGNATURE PATE TO LANDLORD CONSENT]

STRONGBRIDGE U.S. INC.

By:

Name:

Title:

STRONGBRIDGE DUBLIN LIMITED

By:

Name:

Title:

Exhibit F-4
[SIGNATURE PATE TO LANDLORD CONSENT]

Attachment 1

Approximately 22,069 rentable square feet of space located in Suites 200 and 250 of that certain building located at 900 Northbrook Drive, Trevose, Pennsylvania 19053.

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Exhibit G

To Term Loan Agreement

FORM OF SUBORDINATION AGREEMENT

This Subordination Agreement is made as of [ ] (this “Agreement”) among AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership “Senior Agent”), and [ ], a [ ] [corporation] (“Subordinated Creditor”).

RECITALS:

A.[APPLICABLE CREDIT PARTY], a [ ] (“Credit Party”), will, as of the date hereof, issue in favor of Subordinated Creditor the Subordinated Note (as defined below).

B.Senior Creditors, Credit Party and certain of its subsidiaries and affiliates have entered into the Senior Loan Agreement (as defined below), and Senior Agent, Credit Party and certain of its subsidiaries and affiliates have entered into the Senior Security Agreement (as defined below) under which Credit Party and such subsidiaries and affiliates have granted a security interest in the Collateral (as defined below) in favor of the Senior Creditors as security for the payment of Credit Party’s obligations under the Senior Loan Agreement.

C.To induce Lenders under and as defined in the Senior Loan Agreement referred to below to make and maintain the credit extensions to the Credit Party and the other borrowers under the Senior Loan Agreement, Subordinated Creditor is willing to subordinate the Subordinated Debt (as defined below) to the Senior Debt (as defined below) on the terms and conditions herein set forth.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.Definitions. As used herein, the following terms have the following meanings:

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

“Collateral’ has the meaning set forth in the Senior Security Agreement.

“Enforcement Action” means, with respect to any indebtedness, obligation (contingent or otherwise) or Collateral at any time held by any lender or noteholder, (i) commencing, by judicial or non-judicial means, the enforcement of, or otherwise attempting to enforce, such indebtedness, obligation or Collateral of any of the default remedies under any of the applicable agreements or documents of such lender or noteholder, the UCC or other applicable law (other than the mere issuance of a notice of default or notice of the right by such lender or noteholder to seek specific performance with respect to any covenants in favor of such lender or noteholder), (ii) repossessing, selling, leasing or otherwise disposing of all or any part of such Collateral, including without limitation causing any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any Collateral, or exercising account debtor or obligor notification or collection rights with respect to all or any portion thereof, or attempting or agreeing to do so, (iii) appropriating, setting off or applying to such lender or noteholder’s claim any part or all of such Collateral or other property

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in the possession of, or coming into the possession of, such lender or noteholder or its agent, trustee or bailee, (iv) asserting any claim or interest in any insurance with respect to such indebtedness, obligation or Collateral, (v) instituting or commencing, or joining with any Person in commencing, any action or proceeding with respect to any of the foregoing rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Event involving any Obligor), (vi) exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Subordinated Creditor is a party or (vii) otherwise enforcing, or attempting to enforce, any other rights or remedies under or with respect to any such indebtedness, obligation or Collateral.

“Insolvency Event” means that any Obligor or any of its subsidiaries shall have (i) applied for, consented to or acquiesced in the appointment of a trustee, receiver or other custodian for it or any of its property, or (ii) made a general assignment for the benefit of creditors or similar arrangement in respect of such Obligor’s or subsidiary’s creditors generally or any substantial portion thereof, or (iii) permitted, consented to, or suffered to exist the appointment of a trustee, receiver or other custodian for it or for a substantial part of its property, or (iv) commenced any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (v) (A) permitted, consented to, or suffered to exist the commencement of any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (B) any such case, action or proceeding shall have resulted in the entry of an order for relief or shall have remained for sixty (60) days undismissed.

“Obligor” has the meaning set forth in the Senior Loan Agreement.

“Person” has the meaning set forth in the Senior Loan Agreement.

“Senior Creditors” means Senior Agent and the Lenders under and as defined in the Senior Loan Agreement.

“Senior Debt” means the Obligations (as defined in the Senior Loan Agreement).

“Senior Discharge Date” means the first date on which all of the Senior Debt (other than contingent indemnification obligations has been paid indefeasibly in full in cash and all commitments of Senior Lenders under the Senior Loan Documents have been terminated.

“Senior Loan Agreement” means that certain Term Loan Agreement, dated as of May 19, 2020, by and among Strongbridge U.S. Inc., as borrower, Strongbridge Biopharma Public Limited Company, as guarantor, Strongbridge Dublin Limited, as guarantor, and Cortendo AB (publ), as guarantor, the other subsidiary guarantors from time to time party thereto, and the

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Senior Creditors, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Senior Loan Documents” means, collectively, the Loan Documents (as defined in the Senior Loan Agreement), in each case as amended, amended and restated, supplemented or otherwise modified from time to time.

“Senior Security Agreement” means that certain Security Agreement, dated as of May 19, 2020, among each Obligor party thereto, and Senior Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Subordinated Debt” means and includes all obligations, liabilities and indebtedness of APPLICABLE CREDIT PARTY] owed to Subordinated Creditor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations.

“Subordinated Debt Documents’“ means, collectively, the Subordinated Note and each other loan document or agreement entered into by [APPLICABLE CREDIT PARTY] in connection with the Subordinated Note, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Subordinated Note” means that certain $[ ] subordinated promissory note, dated [_______], issued by [APPLICABLE CREDIT PARTY] to Subordinated Creditor, as amended, amended and restated, supplemented or otherwise modified from time to time.

“UCC’ means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

2.Liens. (a) Subordinated Creditor represents and warrants that the Subordinated Debt is unsecured. Subordinated Creditor agrees that it will not request or accept any security interest in any Collateral to secure the Subordinated Debt; provided that, should Subordinated Creditor obtain a lien or security interest on any asset or Collateral to secure all or any portion of the Subordinated Debt for any reason (which action shall be in violation of this Agreement), notwithstanding the respective dates of attachment and perfection of the security interests in the Collateral in favor of the Senior Creditors or Subordinated Creditor, or any contrary provision of the UCC, or any applicable law or decision to the contrary, or the provisions of the Senior Loan Documents or the Subordinated Debt Documents, and irrespective of whether Subordinated Creditor or the Senior Creditors hold possession of any or all part of the Collateral, all now existing or hereafter arising security interests in the Collateral in favor of Subordinated Creditor in respect of the Subordinated Debt Documents shall at all times be subordinate to the security interest in such Collateral in favor of the Senior Creditors in respect of the Senior Loan Documents.

(b)Subordinated Creditor acknowledges that the Senior Creditors have been granted liens upon the Collateral, and Subordinated Creditor hereby consents thereto and to the incurrence of the Senior Debt.

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(c)Until the Senior Discharge Date, in the event of any private or public sale or other disposition of all or any portion of the Collateral, Subordinated Creditor agrees that such Collateral shall be sold or otherwise disposed of free and clear of any liens in favor of Subordinated Creditor. Subordinated Creditor agrees that any such sale or disposition of Collateral shall not require any consent from Subordinated Creditor, and Subordinated Creditor hereby waives any right it may have to object to such sale or disposition.

3.Payment Subordination. (a) Notwithstanding the terms of the Subordinated Debt Documents, until the Senior Discharge Date, (i) all payments and distributions of any kind or character, whether in cash, property or securities, in respect of the Subordinated Debt are subordinated in right and time of payment to all payments in respect of the Senior Debt, and (ii) Subordinated Creditor will not demand, sue for or receive from [APPLICABLE CREDIT PARTY] (and [APPLICABLE CREDIT PARTY] will not pay) any part of the Subordinated Debt, whether by payment, prepayment, distribution, setoff, or otherwise, or accelerate the Subordinated Debt.

(b)Subordinated Creditor must deliver to the Senior Agent in the form received (except for endorsement or assignment by Subordinated Creditor) any payment, distribution, security or proceeds it receives on the Subordinated Debt other than according to this Agreement.

4.Subordination of Remedies. Until the Senior Discharge Date, and whether or not any Insolvency Event has occurred, Subordinated Creditor will not accelerate the maturity of all or any portion of the Subordinated Debt, enforce, attempt to enforce, or exercise any right or remedy with respect to any Collateral or the Subordinated Debt, or take any other Enforcement Action with respect to the Subordinated Debt.

5.Payments Over. All payments and distributions of any kind, whether in cash, property or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to the Senior Creditors in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Notwithstanding the foregoing, if any payment or distribution of any kind, whether in cash, property or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before Senior Discharge Date (whether or not expressly characterized as such), then such payment or distribution shall be segregated by Subordinated Creditor and held in trust for, and shall be promptly paid over to, the Senior Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Subordinated Creditor irrevocably appoints the Senior Agent as Subordinated Creditor’s attorney-in-fact, and grants to the Senior Creditors a power of attorney with full power of substitution (which power of attorney is coupled with an interest), in the name of Subordinated Creditor or in the name of the Senior Agent, for the use and benefit of the Senior Creditors, without notice to Subordinated Creditor, to make any such endorsements. This Section 5 shall be enforceable even if the Senior Creditors’ liens on the Collateral are alleged, determined, or held to constitute fraudulent transfers (whether

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constructive or actual), preferential transfers, or otherwise avoided or voidable, set aside, recharacterized or equitably subordinated.

6.Insolvency Proceedings, (a) This Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Credit Party or any other Obligor shall include Credit Party or such Obligor as debtor and debtor-in- possession and any receiver or trustee for Credit Party or any other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or in connection with any other Insolvency Event.

(b)Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Credit Party or any other Obligor.

(c)The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor.

(d)Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Credit Party or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Credit Party or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, without the consent, in their sole discretion, of the Senior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code.

(e)Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of the Senior Creditors’ interests in the Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as

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defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Credit Party or any other Obligor, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their sole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; (iii) any sale or other disposition of the Collateral or substantially all of the assets of Credit Party or any other Obligor (include any such sale free and clear of liens or other claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any claim it may hereafter have against the Senior Creditors arising out of such election; (viii) the Senior Creditors’ exercise or enforcement of its right to credit bid any or all of its debt claims against Credit Party or any other Obligor, including, without limitation, the Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to the Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of Credit Party or any other Obligor.

7.Distributions of Proceeds of Collateral. All realizations upon any Collateral pursuant to or in connection with an Enforcement Action, an Insolvency Event or otherwise shall be paid or delivered to the Senior Agent in respect of the Senior Debt until the Senior Discharge Date before any payment may be made to Subordinated Creditor.

8.Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior Agent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Creditors may release or refrain from enforcing their security interest in any Collateral, or permit the use or consumption of such Collateral by Credit Party and each Obligor free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

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9.Attorney-In-Fact. Until the Senior Discharge Date, Subordinated Creditor irrevocably appoints the Senior Agent as its attorney-in-fact, with power of attorney with power of substitution, in Subordinated Creditor’s name or in any Senior Creditor’s name, for the Senior Creditors’ use and benefit without notice to Subordinated Creditor, to do the following during an Insolvency Event:

(a)file any claims in respect of the Subordinated Debt on behalf of Subordinated Creditor if Subordinated Creditor does not do so at least 30 days before the time to file claims expires; and

(b)vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of Credit Party or any other Obligor.

Such power of attorney is irrevocable and coupled with an interest.

10.Legend; Amendment of Debt, (a) Subordinated Creditor will immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement.

(b)Until the Senior Discharge Date, Subordinated Creditor shall not, without prior written consent of the Senior Agent, agree to any amendment, modification or waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Creditors; (ii) increase the interest rate on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Debt; (iv) impose on Credit Party or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to Credit Party or any other Obligor; (vi) grant a lien or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon Subordinated Creditor, which individually or in the aggregate would be materially adverse to Credit Party, any other Obligor or the Senior Creditors. Any such amendment, modification or waiver made in violation of this Section 10(b) shall be void.

(c)At any time without notice to Subordinated Creditor, the Senior Creditors may take such action with respect to the Senior Debt as the Senior Creditors, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal, extending the time of payment, increasing interest rates, renewing, compromising or otherwise amending any documents affecting the Senior Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Credit Party or any other

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person. No action or inaction will impair or otherwise affect any Senior Creditor’s rights under this Agreement.

11.Certain Waivers, (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation.

(b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

12.Representations and Warranties. Subordinated Creditor represents and warrants to the Senior Creditors that:

(a)all action on the part of Subordinated Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of Subordinated Creditor hereunder has been taken;

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(b)this Agreement constitutes the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms;

(c)the execution, delivery and performance of and compliance with this Agreement by Subordinated Creditor will not (i) result in any material violation or default of any term of any of Subordinated Creditor’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material applicable law, rule or regulation; and

(d)Subordinated Creditor has not previously assigned any interest in the Subordinated Debt, and no Person other than the Subordinated Creditor owns an interest in the Subordinated Debt.

13.Term; Reinstatement. This Agreement shall remain in full force and effect until the Senior Discharge Date, notwithstanding the occurrence of an Insolvency Event. If, after the Senior Discharge Date, the Senior Creditors must disgorge any payments made on the Senior Debt for any reason (including, without limitation, in connection with the bankruptcy of Credit Party or in connection with any other Insolvency Event), this Agreement and the relative rights and priorities provided in it, will be reinstated as to all disgorged payments as though such payments had not been made, and Subordinated Creditor will immediately pay the Senior Agent all payments received in respect of the Subordinated Debt to the extent such payments or retention thereof would have been prohibited under this Agreement.

14.Successors and Assigns. This Agreement binds Subordinated Creditor, its successors or assigns, and benefits the Senior Creditors’ successors or assigns. This Agreement is for Subordinated Creditor’s and the Senior Creditors’ benefit and not for the benefit of Credit Party or any other party. Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any related document or any interest in any Collateral therefor unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Senior Agent an agreement of such transferee to be bound hereby, or an agreement substantially identical to this Agreement providing for the continued subjection of the Subordinated Debt, the interests of the transferee in the Collateral and the remedies of the transferee with respect thereto as provided herein with respect to Subordinated Creditor and for the continued effectiveness of all of the other rights of the Senior Creditors arising under this Agreement, in each case in form satisfactory to the Senior Creditors. Any such sale, assignment, pledge, disposition or transfer not made in compliance with the terms of this Section 14 shall be void.

15.Further Assurances. Subordinated Creditor hereby agrees to execute such documents and/or take such further action as the Senior Agent may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by the Senior Agent.

16.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Executed counterparts may be delivered by facsimile.

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17.Governing Law; Waiver of Jury Trial, (a) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

(b)EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

18.Entire Agreement; Waivers and Amendments. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. The Senior Creditors and Subordinated Creditor are not relying on any representations by the other creditor party or Credit Party in entering into this Agreement, and each of the Senior Creditors and Subordinated Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Credit Party and each other Obligor. No amendment, modification, supplement, termination, consent or waiver of or to any provision of this Agreement, nor any consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Senior Agent and Subordinated Creditor. Any waiver of any provision of this Agreement, or any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which given.

19.No Waiver. No failure or delay on the part of any Senior Creditor or Subordinated Creditor in the exercise of any power, right, remedy or privilege under this Agreement shall impair such power, right, remedy or privilege or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise of any other power, right or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to any Senior Creditor.

20.Legal Fees. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable, invoiced and out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred in such action.

21.Severability. Any provision of this Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

22.Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by facsimile or electronic mail, message confirmed, and shall be deemed to be effective for purposes of this Agreement on the day that delivery is made or refused. Unless otherwise

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specified in a notice mailed or delivered in accordance with the foregoing sentence, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and facsimile numbers indicated on the signature pages hereto.

23.No Third-Party Beneficiaries; Other Benefits. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and the parties do not intend to confer third party beneficiary rights upon any other person. Subordinated Creditor understands that there may be various agreements between the Senior Creditors and Credit Party or the other Obligors evidencing and governing the Senior Debt, and Subordinated Creditor acknowledges and agrees that such agreements are not intended to confer any benefits on Subordinated Creditor and that the Senior Creditors shall have no obligation to Subordinated Creditor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to it under such agreements.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

SUBORDINATED CREDITOR:

[__________]

By____________________________

Name:

Title:

Address for Notices:

[__________]

Attn: [__________]

Tel.: [__________]

Fax: [__________]

Email: [__________]

SENIOR AGENT (on behalf of the SENIOR CREDITORS):

AVENUE VENTURE OPPORTUNITIES FUND, L.P.

Name:

Title:

Address for Notices:

11 W. 42nd St., 9th Floor

New York, NY 10036

Attn:

Tel:

Fax:

Email:

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[INSERT NAME OF APPLICABLE
CREDIT PARTY]

By____________________________

Name:

Title:

Address for Notices:

[__________]

Attn: [__________]

Tel.: [__________]

Fax: [__________]

Email: [__________]

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Exhibit H

To Term Loan Agreement

[RESERVED]

Exhibit I

To Term Loan Agreement

FORM OF WARRANT

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

WARRANT TO PURCHASE ORDINARY SHARES
OF
STRONGBRIDGE BIOPHARMA PLC

Dated as of [ ], [ ] (the “Issue Date”)
Void after the date specified in Section 8

Warrant to Purchase

[__] Ordinary Shares

(subject to adjustment)

THIS CERTIFIES THAT, for value received, [ ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from STRONGBRIDGE BIOPHARMA PLC, a public limited company incorporated under the laws of Ireland (the “Company”) that number of shares (the “Shares”) of the Company’s ordinary shares, of nominal value $0.01 per share (the “Ordinary Shares”), at such times and at the price per Share, set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of May 19, 2020, by and between the Company, the Borrower and Subsidiary Guarantors (each as defined therein) from time to time party thereto, the Lenders from time to time party thereto and Avenue Venture Opportunities Fund, L.P.

The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:

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1.Number and Price of Shares: Exercise Period.

(a)Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to [ ] Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section 8.

(b)Exercise Price. The exercise price per Share shall be equal to [ ], subject to adjustment pursuant hereto (the “Exercise Price”), provided however, the exercise price shall never be less than the nominal value of an Ordinary Share.

(c)Exercise Period. This Warrant shall be exercisable, in whole or in part, prior to (or in connection with) the expiration of this Warrant as set forth in Section 8.

2.Exercise of the Warrant.

(a)Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in accordance with Section 1, by:

(i)the tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”) duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and

(ii)the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (v) the number of Shares being purchased, by wire transfer or certified, cashier's or other check acceptable to the Company and payable to the order of the Company.

(b)Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares, paid-up to their nominal value, equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election and the payment to the Company of an amount equal to (x) the nominal value of a Share multiplied by (v) the number of Shares being purchased (the “Nominal Value Payment Amount”), by wire transfer or certified, cashier's or other check acceptable to the Company and payable to the order of the Company, in which event the Company shall issue to the Holder that number of Shares computed using the following formula:

X = Y(A-B)

Where:

X =

The number of Shares to be issued to the Holder

Y =

The number of Shares to be purchased (as specified in paragraph 1 of the applicable Notice of Exercise)

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A =

The fair market value of one Ordinary Share (at the date of such calculation)

B =

The Exercise Price (as adjusted to the date of such calculation) less the nominal value of one Ordinary Share

For purposes of the calculation above, the fair market value of one Share shall be determined as follows:

(i)if the Ordinary Shares are traded on any securities exchange or quoted on an established automated over-the-counter market, the fair market value shall be deemed to be the average of the closing prices over a ten (10) Trading Day period ending five (5) Trading Days before the date of calculation; or

(ii)if at any time the Ordinary Shares are not listed on any securities exchange or quoted on an established automated over-the-counter market, the fair market value of Ordinary Shares shall be the price per Ordinary Share which the Company could obtain from a willing buyer (not a current employee or director) for Ordinary Shares sold by the Company, from authorized but unissued Ordinary Shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a Reorganization, in which case the fair market value of the Ordinary Shares shall be deemed to be the per share value received by the holders of the Company’s Ordinary Shares pursuant to such Reorganization.

For purposes hereof, the date of calculation shall be the date the Holder sends to the Company a Notice of Exercise. “Trading Day” means a day in which trading in the Ordinary Shares generally occurs on The Nasdaq Global Select Market or if the Ordinary Shares are not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Ordinary Shares are then listed, or if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded. “Trading Day” means any Business Day. “Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

(c)Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all Shares subject hereto, and if the fair market value of one Share is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 2(b) (even if not surrendered) immediately before its expiration and the Holder shall be deemed to have provided, in connection with such exercise, an undertaking to pay the Nominal Value Payment Amount to the Company in cash on demand. For purposes of such automatic exercise, the fair market value of one Share upon such expiration shall be determined pursuant to Section 2(b). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 2(c), the Company agrees to promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise.

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(d)Share Certificates. This Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Shares issuable upon such exercise. In the event that this Warrant is exercised in part and has not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant.

(e)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

(f)Conditional Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any transaction that would cause the expiration of this Warrant pursuant to Section 8 by so indicating in the notice of exercise.

(g)Reservation of Shares. The Company agrees during the term this Warrant is exercisable to reserve and keep available from its authorized and unissued Ordinary Shares such number of Ordinary Shares as shall from time to time be sufficient to effect the exercise of this Warrant, and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms, without limitation of such other remedies as may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may be necessary to increase its authorized and unissued Ordinary Shares of the Company to a number of Ordinary Shares as shall be sufficient for such purposes. The Company represents and warrants that all Shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof, be validly issued, fully paid and non-assessable.

(h)Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding Ordinary Shares or any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All outstanding Ordinary Shares and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:

(i)A description of the Company’s capitalization attached hereto as Schedule A is true and complete, in all material respects, as of the Issue Date.

(ii)Except for this Warrant and as otherwise disclosed on Schedule A, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s share capital or other securities of the Company.

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3.Replacement of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

4.Transfer of the Warrant.

(a)Warrant Resister. The Company shall maintain a register (the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change.

(b)Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities.

(c)Transferability of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

(d)Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

(e)Taxes. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

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5.Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:

(a)Restrictions on Transfers. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and either:

(i)there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or

(ii)(A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by the Holder to any affiliate of the Holder (or any fund or partnership under common control with one of more general partners or managing members of, or shares the same management company with, the Holder) or a transfer by the Holder to any of the Holder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.

(b)Investment Representation Statement. Unless this Warrant is exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised or pursuant to Section 2(b) that results in the Shares issued upon exercise being eligible for resale under Rule 144, it shall be a condition to any exercise of this Warrant that the Holder shall have confirmed the representations set forth in Section 10 hereof.

(c)Securities Law Legend. Subject to Section 5(e), the Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR

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HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

(d)Instructions Regarding Transfer Restrictions. Subject to Section 5(e), the Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

(e)Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(c) stamped on a certificate evidencing the Shares and the transfer instructions and record notations with respect to the Securities shall be removed promptly upon request by the Holder and the Company shall issue a certificate without such legend to the holder of such Securities if (i) such Securities are registered under the Securities Act, (ii) such securities are eligible for resale under Rule 144, or (iii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

(f)Compliance with Securities Laws. The Holder is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

6.Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows:

(a)Merger or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which Ordinary Shares of the Company are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization (collectively, “Reference Property”), equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled to receive in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the

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provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. Without limiting the foregoing, in connection with any Reorganization, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. The provisions of this Section 6(a) shall similarly apply to successive Reorganizations.

(b)Reclassification of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization or otherwise (other than as otherwise provided for herein) (a “Reclassification ’), then, in any such event, in lieu of the number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of Shares of such other class or classes of shares that a holder of the number of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares.

(c)Subdivisions and Combinations. In the event that the outstanding Ordinary Shares are subdivided (by shares split, by payment of a shares dividend or otherwise) into a greater number of Ordinary Shares, the number of Shares issuable upon exercise of the this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding Ordinary Shares are combined (by reclassification or otherwise) into a lesser number of Ordinary Shares, the number of Shares issuable upon exercise of the this Warrant immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.

(d)Notice of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or other property purchasable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.

7.Notification of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

(a)the issuance of any dividend or other distribution on the share capital of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of Ordinary Shares issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (iii) repurchases of Ordinary Shares issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries

I-8

pursuant to rights of first refusal or first offer contained in agreements providing for such rights, or (iv) repurchases of Ordinary Shares in connection with the settlement of disputes with any shareholder), whether in cash, property, shares or other securities;

(b)the voluntary liquidation, dissolution or winding up of the Company; or

(c)any transaction resulting in the expiration of this Warrant pursuant to Section 8(b);

the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

8.Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:

(a)5:00 p.m., Pacific time, on [__], [__];⁴ or

(b)(i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any share acquisition, reorganization, merger or consolidation but excluding any sale of shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.

9.No Rights as a Shareholder. Nothing contained herein shall entitle the Holder to any rights as a shareholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of nominal value or change of shares to no nominal value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive

⁴ Five years from Issue Date.

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dividends or subscription rights or any other rights of a shareholder of the Company until this Warrant shall have been exercised.

10.Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

(a)No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto.

(b)Investment Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same.

(c)Investment Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

(d)Speculative Nature of Investment. The Holder understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

(e)Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Holder has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any such information is true, correct, timely and complete.

(f)Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

(g)Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company, the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold, the number of shares being

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sold during any three-month period not exceeding specified limitations, the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

(h)Authorization. The Holder has full legal capacity, power and authority to execute and deliver this Warrant and to perform its obligations hereunder. This Warrant constitutes the valid and binding obligations of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

11.Miscellaneous.

(a)Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder of this Warrant.

(b)Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.

(c)Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:

(i)if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as show on the signature page hereto, or at such other current address as the Holder shall have furnished to the Company; or

(ii)if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at the Company’s address, facsimile number or electronic mail address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder.

Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (it if delivered by hand, messenger or courier service, when

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delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(d)Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York, or of any other state.

(e)Jurisdiction and Venue. The Company agrees that any suit, action or proceeding with respect to this Agreement or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York, New York, or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 11(e) is for the benefit of the Holder only and, as a result, Holder shall not be prevented from taking proceedings in any other courts with jurisdiction. Nothing herein shall in any way be deemed to limit the ability of the Holder to serve any such process or summonses in any other manner permitted by applicable law. The Company irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Warrant and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Company is or may be subject, by suit upon judgment.

(f)Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

(g)Severability. If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance with its terms.

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(h)Waiver of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT.

(i)California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE, THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

(j)Saturdays, Sundays and Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S. federal holiday.

(k)Rights and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

(l)Entire Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.

(signature page follows)

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The Company and the Holder sign this Warrant as of the date stated on the first page.

COMPANY:

STRONGBRIDGE BIOPHARMA PLC

Name:

Title:

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:

Tel:

Fax:

Email:

With a copy (which shall not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, New York 10022

Attention: Aron Izower

Tel:(212 549-0393

Fax:(212) 521-5450

Email:aizower@reedsmith.com

AGREED AND ACKNOWLEDGED,

HOLDER:

[ ]

By:

Name:

Title:

Address for Notices:

[ ]

Attn:[ ]

Tel:[ ]

Fax:[ ]

Email:[ ]

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SCHEDULE A

Capitalization

Class & Number of Shares	Par Value	Authorized	Issued	Outstanding
Preferred Shares	$0.01	100,000,000	[ ]	[ ]
Ordinary Shares	$0.01	600,000,000	[ ]	[ ]
Deferred Ordinary Shares	€1.00	40,000	[ ]	[ ]

Outstanding Options: [ ] with weighted average exercise price of $[ ].

Outstanding Warrants -

•[ ] Warrants with exercise price of $[ ]

Outstanding Restricted Stock Units: [ ]

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EXHIBIT A

NOTICE OF EXERCISE

TO:[ ] (the “Company”)

Attention:CHIEF FINANCIAL OFFICER

(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant:

Number of shares:

Type of security:

(2)Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to:

[ ]

A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

[ ]

The net issue exercise provisions of Section 2(b) of the attached warrant.

(3)Conditional Exercise. Is this a conditional exercise pursuant to Section 2(f):

[ ] Yes [ ] No

If “Yes,” indicate the applicable condition:

‌

(4)Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:

[ ]

The undersigned

[ ]

Other—Name:

[ ]

Address:

[ ]

Not applicable

(6)

[Investment Intent. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all

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representations and warranties of the undersigned set forth in Section 10 of the attached warrant are true and correct as of the date hereof.]⁵

(Print name of the warrant holder)

(Signature)

(Name and title of signatory, if applicable)

(Date)

(Fax number)

(Email address)

⁵ Include if exercised pursuant to Section 2(a).

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EXHIBIT B

ASSIGNMENT FORM

ASSIGNOR:

COMPANY:

WARRANT:

THE WARRANT TO PURCHASE SHARES OF ORDINARY SHARES ISSUED ON [ ], [ ] (THE “WARRANT”)

DATE:‌

(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below:

Name of Assignee:

Address of Assignee:

Number of Shares Assigned:

and does irrevocably constitute and appointas attorney to make such transfer on the books of Strongbridge Biopharma plc, maintained for the purpose, with full power of substitution in the premises.

(2)

Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

(3)

[Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth in Section 10 of the Warrant are true and correct as to Assignee as of the date hereof.]⁶

Assignor and Assignee are signing this Assignment Form on the date first set forth above.

⁶ Include to the extent required pursuant to Section 5(a).

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ASSIGNOR		ASSIGNEE


(Print name of Assignor)		(Print name of Assignee)


(Signature of Assignor)		(Signature of Assignee)


(Print name of signatory, if applicable)		(Print name of signatory, if applicable)


(Print title of signatory, if applicable)		(Print title of signatory, if applicable)


Address:		Address:

I-19

Exhibit 10.3

WARRANT

WARRANT TO PURCHASE ORDINARY SHARES
OF
STRONGBRIDGE BIOPHARMA PLC

Dated as of May 19, 2020 (the “Issue Date”)
Void after the date specified in Section 8

Warrant to Purchase

267,390 Ordinary Shares

(subject to adjustment)

THIS CERTIFIES THAT, for value received, AVENUE VENTURE OPPORTUNITIES FUND, L.P., or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from STRONGBRIDGE BIOPHARMA PLC, a public limited company incorporated under the laws of Ireland (the “Company”) that number of shares (the “Shares”) of the Company’s ordinary shares, of nominal value $0.01 per share (the “Ordinary Shares”), at such times and at the price per Share, set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of May 19, 2020, by and between the Company, the Borrower and Subsidiary Guarantors (each as defined therein) from time to time party thereto, the Lenders from time to time party thereto and Avenue Venture Opportunities Fund, L.P.

The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:

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1.Number and Price of Shares: Exercise Period.

(a)Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to 267,390 Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section 8.

(b)Exercise Price. The exercise price per Share shall be equal to the lower of (i) $1.87 or (ii) the effective price of any bona fide equity financing prior to December 31, 2020, subject to adjustment pursuant hereto (the “Exercise Price”), provided however, the exercise price shall never be less than the nominal value of an Ordinary Share.

(c)Exercise Period. This Warrant shall be exercisable, in whole or in part, prior to (or in connection with) the expiration of this Warrant as set forth in Section 8.

2.Exercise of the Warrant.

(a)Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in accordance with Section 1, by:

X = Y(A-B)

Where:

X =

The number of Shares to be issued to the Holder

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Y =

The number of Shares to be purchased (as specified in paragraph 1 of the applicable Notice of Exercise)

A =

The fair market value of one Ordinary Share (at the date of such calculation)

B =

The Exercise Price (as adjusted to the date of such calculation) less the nominal value of one Ordinary Share

For purposes of the calculation above, the fair market value of one Share shall be determined as follows:

I-3

(i)A description of the Company’s capitalization attached hereto as Schedule A is true and complete, in all material respects, as of the Issue Date.

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4.Transfer of the Warrant.

I-5

5.Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:

(i)there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or

I-6

TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

I-7

the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. Without limiting the foregoing, in connection with any Reorganization, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. The provisions of this Section 6(a) shall similarly apply to successive Reorganizations.

7.Notification of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

I-8

to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights, or (iv) repurchases of Ordinary Shares in connection with the settlement of disputes with any shareholder), whether in cash, property, shares or other securities;

(b)the voluntary liquidation, dissolution or winding up of the Company; or

(c)any transaction resulting in the expiration of this Warrant pursuant to Section 8(b);

8.Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:

(a)5:00 p.m., Pacific time, on May 19, 2025; or

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10.Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

(f)Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

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principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

11.Miscellaneous.

(b)Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.

Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (it if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if

I-11

sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(h)Waiver of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON

I-12

CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT.

(signature page follows)

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The Company and the Holder sign this Warrant as of the date stated on the first page.

COMPANY:

STRONGBRIDGE BIOPHARMA PLC

By /s/ Robert Lutz

Name:

Title:

Address for Notices:

900 Northbrook Drive

Suite 200

Trevose, PA 19053

Attn:

Tel:

Fax:

Email:

With a copy (which shall not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, New York 10022

Attention: Aron Izower

Tel:(212 549-0393

Fax:(212) 521-5450

Email:aizower@reedsmith.com

AGREED AND ACKNOWLEDGED,

HOLDER:

[ ]

By:/s/ Sonia Gardner

Name:

Title:

Address for Notices:

[ ]

Attn:[ ]

Tel:[ ]

Fax:[ ]

Email:[ ]

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SCHEDULE A

Capitalization

Class & Number of Shares	Par Value	Authorized	Issued	Outstanding
Preferred Shares	$0.01	100,000,000	-	-
Ordinary Shares	$0.01	600,000,000	54,355,957	54,355,957
Deferred Ordinary Shares	€1.00	40,000	40,000	40,000

Outstanding Options: 10,518,999 with weighted average exercise price of $5.29.

Outstanding Warrants -

•5,030,000 Warrants with exercise price of $2.50

•160,714 Warrants with exercise price of $2.45

•394,289 Warrants with exercise price of $7.37

•1,248,250 Warrants with exercise price of $10.00

Outstanding Restricted Stock Units: 1,097,800

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EXHIBIT A

NOTICE OF EXERCISE

TO:STRONGBRIDGE BIOPHARMA PLC (the “Company”)

Attention:CHIEF FINANCIAL OFFICER

(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant:

Number of shares:

Type of security:

(2)Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to:

[ ]

A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

[ ]

The net issue exercise provisions of Section 2(b) of the attached warrant.

(3)Conditional Exercise. Is this a conditional exercise pursuant to Section 2(f):

[ ] Yes [ ] No

If “Yes,” indicate the applicable condition:

‌

(4)Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:

[ ]

The undersigned

[ ]

Other—Name:

[ ]

Address:

[ ]

Not applicable

(6)

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representations and warranties of the undersigned set forth in Section 10 of the attached warrant are true and correct as of the date hereof.]¹

(Print name of the warrant holder)

(Signature)

(Name and title of signatory, if applicable)

(Date)

(Fax number)

(Email address)

¹ Include if exercised pursuant to Section 2(a).

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EXHIBIT B

ASSIGNMENT FORM

ASSIGNOR:

COMPANY:

WARRANT:

THE WARRANT TO PURCHASE SHARES OF ORDINARY SHARES ISSUED ON MAY 19, 2020 (THE “WARRANT”)

DATE:‌

(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below:

Name of Assignee:

Address of Assignee:

Number of Shares Assigned:

and does irrevocably constitute and appointas attorney to make such transfer on the books of Strongbridge Biopharma plc, maintained for the purpose, with full power of substitution in the premises.

(2)

(3)

Assignor and Assignee are signing this Assignment Form on the date first set forth above.

² Include to the extent required pursuant to Section 5(a).

I-18

ASSIGNOR		ASSIGNEE


(Print name of Assignor)		(Print name of Assignee)


(Signature of Assignor)		(Signature of Assignee)


(Print name of signatory, if applicable)		(Print name of signatory, if applicable)


(Print title of signatory, if applicable)		(Print title of signatory, if applicable)


Address:		Address:

I-19

Exhibit 31.1

CERTIFICATIONS

I, John Johnson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Strongbridge Biopharma plc;

2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 4, 2020

	By:	/s/ John Johnson
		John Johnson
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Robert Lutz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Strongbridge Biopharma plc;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 4, 2020

	By:	/s/ Robert Lutz
		Robert Lutz
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. 1350

Pursuant to the requirement set forth in Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, John Johnson, the Chief Executive Officer (principal executive officer) of Strongbridge Biopharma plc (the “Company”), and Robert Lutz, the Chief Financial Officer (principal financial officer) of the Company, each hereby certifies that, to his knowledge on the date hereof:

(a) The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2020 filed on the date hereof with the Securities and Exchange Commission (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Quarterly Report.

This certification shall not be deemed to be filed with the Securities and Exchange Commission and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.


	By:	/s/ John Johnson
		John Johnson
		Chief Executive Officer (Principal Executive Officer)
		August 4, 2020


	By:	/s/ Robert Lutz
		Robert Lutz
		Chief Financial Officer (Principal Financial Officer)
		August 4, 2020