0000950103-14-001100.txt : 20140214 0000950103-14-001100.hdr.sgml : 20140214 20140214100624 ACCESSION NUMBER: 0000950103-14-001100 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: SHIONOGI LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Egalet Corp CENTRAL INDEX KEY: 0001586105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463575334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87969 FILM NUMBER: 14611804 BUSINESS ADDRESS: STREET 1: 101 LINDENWOOD DRIVE STREET 2: SUITE 225 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 484-875-3095 MAIL ADDRESS: STREET 1: 101 LINDENWOOD DRIVE STREET 2: SUITE 225 CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIONOGI & CO LTD CENTRAL INDEX KEY: 0001281721 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1-8, DOSHOMACHI 3-CHOME STREET 2: CHUO-KU CITY: OSAKA STATE: M0 ZIP: 541-0045 BUSINESS PHONE: 510-747-3900 SC 13D 1 dp43961_sc13d.htm FORM SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
 
EGALET CORPORATION
(Name of Issuer)
 
 
Common Stock, par value $0.001 per Share
(Title of Class of Securities)
 
 
28226B104
(CUSIP Number)
 
Shinya Matsuzawa
Corporate Officer, Vice President
Legal Affairs Department
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku,
Osaka 541-0045, Japan
+81 6 6202 2161
Takashi Takenoshita
Chief Executive Officer
 
Shionogi Limited
33 Kingsway
London, WC2B 6UF, United Kingdom
+44 20 3053 4200
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
February 14, 2014
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
 
 
 
 
CUSIP No.
28226B104
1.
Names of Reporting Person:
 
Shionogi & Co., Ltd.
  
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
  
3.
SEC Use Only
 
 
  
4.
Source of Funds (See Instructions):
 
WC
  
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
6.
Citizenship or Place of Organization:
 
Japan
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
Sole Voting Power:
 
0
8.
 
Shared Voting Power:
 
1,250,000
9.
 
Sole Dispositive Power:
 
0
10.
 
Shared Dispositive Power:
 
1,250,000
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
1,250,000
  
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
o
13.
Percent of Class Represented by Amount in Row (11):
 
8.53%*
  
14.
Type of Reporting Person (See Instructions):
 
CO
  

* Based on 14,657,503 shares of Company Common Stock which include 1,250,000 shares of Company Common Stock issued pursuant to the Collaboration and License Agreement and the Common Stock Purchase Agreement, as reported in the final prospectus of the Company’s IPO filed with the Securities and Exchange Commission on February 7, 2014.
 
 
2
 
 
CUSIP No.
 
 
 
28226B104 
1.
Names of Reporting Person:
 
Shionogi Limited
  
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
  
3.
SEC Use Only
 
 
  
4.
Source of Funds (See Instructions):
 
AF
  
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
6.
Citizenship or Place of Organization:
 
United Kingdom
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
Sole Voting Power:
 
0
8.
 
Shared Voting Power:
 
1,250,000
9.
 
Sole Dispositive Power:
 
0
10.
 
Shared Dispositive Power:
 
1,250,000
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
1,250,000
  
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
o
13.
Percent of Class Represented by Amount in Row (11):
 
8.53%*
  
14.
Type of Reporting Person (See Instructions):
 
CO
  

* Based on 14,657,503 shares of Company Common Stock which include 1,250,000 shares of Company Common Stock issued pursuant to the Collaboration and License Agreement and the Common Stock Purchase Agreement, as reported in the final prospectus of the Company’s IPO filed with the Securities and Exchange Commission on February 7, 2014.

 
3
 
 
Item 1. Security and Issuer
 
This statement on Schedule 13D (this “Statement”) relates to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company Common Stock”), of Egalet Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 460 East Swedesford Road, Suite 1050, Wayne, Pennsylvania 19087.
 
Item 2. Identity and Background
 
(a) - (c) and (f)
The persons filing this Schedule 13D are Shionogi & Co., Ltd. (“Parent”), a company organized under the laws of Japan, and Shionogi Limited (the “Investor”), a company organized under the laws of England and Wales (Parent and Investor, collectively, the “Reporting Persons”).

Parent is a major research-driven pharmaceutical company and engaged in research, development, manufacturing, and marketing activities, with a primary focus on prescription drugs, OTC drugs and diagnostics. Parent’s shares are listed on Tokyo Stock Exchange and Osaka Securities Exchange. The address of the principal business and principal offices of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.

The Investor, a direct wholly-owned subsidiary of Parent, is the center of Parent’s business in Europe which serves as a hub for development and drive the management of new innovative medicines across Europe, as well as the Middle East and Africa. The areas of focus for the Investor include infectious diseases, allergies, oncology and women’s health. The address of the principal business and principal offices of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.

The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship for each director and executive officer of the Parent and the Investor are set forth on Schedule I hereto and incorporated herein by reference.

(d) – (e)
During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I attached hereto, has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration
 
On November 26, 2013, the Investor and the Company entered into the Common Stock Purchase Agreement (the “Stock Purchase Agreement”) and the Investor, the Company and Egalet Limited, a wholly-owned direct subsidiary of the Company entered into the Collaboration and License Agreement (the “License Agreement”) pursuant to which the Investor agreed to purchase up to $15.0 million of the Company Common Stock in a separate private placement (the “Private Placement”) concurrent with the completion of the Company’s initial public offering (the “IPO”) at a price per share equal to the IPO price, which is $12.00.

The closing of the Private Placement occurred on February 11, 2014.  The aggregate consideration for the Company Common Stock paid by the Investor in the Private Placement was $15,000,000, and the source of the funds used by the Investor to pay such consideration was a loan from the Parent’s working capital.
 
Item 4. Purpose of Transaction

On November 26, 2013, the Investor, the Company and Egalet Limited entered into the License Agreement
 
 
4
 
 
which granted the Investor an exclusive, royalty-bearing, worldwide license to develop, manufacture and commercialize abuse-deterrent hydrocodone-based product candidates using the technology of Egalet Limited. The Investor will lead the development of these product candidates with Egalet Limited. A joint development committee has been formed to serve as a forum to facilitate the parties’ collaboration, particularly regarding the generation of product formulations, and to define and agree the development activities to be assigned to Egalet Limited. In connection with its entry into the License Agreement, the Investor agreed to purchase up to $15.0 million of the Company Common Stock in the Private Placement concurrent with the completion of the IPO.

The License Agreement and the Stock Purchase Agreement include, among other provisions, the following terms:
 
A. Board Observer Right. Under the License Agreement, upon the purchase of the Company Common Stock pursuant to the Private Placement, the Investor has the right to have one (1) individual attend any meeting of the Company’s board of directors as a nonvoting observer and such observer is entitled to participate in discussions of matters brought to the board of directors.  

B. Transfer Restrictions.  Pursuant to the License Agreement, with the request of the underwriters in the IPO, the Investor entered into a lockup agreement with the underwriters for the IPO substantially in the form entered into by the existing stockholders of the Company before the IPO, with a condition that each executive officer and director of the Company and each holder of one-percent or more of the Company’s outstanding capital stock has delivered substantially the same lockup agreement to the underwriters at such time. 

C. Registration Rights.  Under the License Agreement and the Stock Purchase Agreement, the Company has agreed to grant to the Investor equivalent registration rights to those granted to the Company’s initial investors prior to the IPO.  The registration rights agreement is to be mutually agreed in good faith as promptly as practicable after the IPO and in no event later than the Company entering into a registration rights agreement with any other existing investors. The terms of the registration rights agreement must be no less favorable to the Investor than those granted to any other existing investors.

The foregoing summaries of the License Agreement and the Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the License Agreement and the Stock Purchase Agreement, which are filed as Exhibits 1 and 2, respectively, to this Statement and are incorporated herein by reference. Except as set forth in this Statement and in connection with the License Agreement and the Stock Purchase Agreement, the Reporting Persons have no current plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, but subject to the terms and conditions of the License Agreement and the Stock Purchase Agreement, review or reconsider their position and/or change the purpose and/or formulate plans or proposals with respect thereto.

Without limiting the generality of the foregoing sentence, subject to the terms and conditions of the License Agreement and the Stock Purchase Agreement, the Reporting Persons intend to review their holdings in the Company on a continuing basis and, depending upon the price and availability of the Company Common Stock, subsequent developments affecting the Company, developments of the collaboration contemplated in the License Agreement, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing its investment in the Company.

Item 5. Interest in Securities of the Issuer
 
(a) – (b) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 14,657,503, which include 1,250,000 shares of Company Common Stock issued pursuant to the Collaboration and License Agreement and the Common Stock Purchase Agreement, as reported in the final prospectus of the Company’s IPO filed with the Securities and Exchange
 
 
5
 
 
Commission on February 7, 2014. For the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Investor is the direct record owner of and may be deemed to have shared voting and dispositive power with respect to, and the Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 1,250,000 shares of Company Common Stock, representing approximately 8.53% of the outstanding shares of Company Common Stock.

Except as set forth above, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto, has power to vote or to direct the vote or to dispose or direct the disposition of any shares of Company Common Stock.

(c) Except as described in Item 3 of this Statement, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto has engaged in any transaction in shares of the Company Common Stock in the past 60 days.
 
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company Common Stock beneficially owned by the Reporting Persons.
 
(e) Not applicable.
 
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The Information in Item 4 is incorporated by reference.

The Investor entered into a lockup agreement with the underwriters in the IPO, filed as Exhibit 3 to this Statement (the “Lockup Agreement”), pursuant to which the Investor generally agreed, subject to certain exceptions, with respect to the Company Common Stock or other securities of the Company or any securities of Egalet Limited (together with the Company Common Stock and other securities of the Company, the “Restricted Securities”), not to offer, sell, pledge, hypothecate, grant any option, right or warrant for the sale of, or otherwise encumber, dispose of or transfer, directly or indirectly, any of the Restricted Securities or securities convertible into or exchangeable or exercisable for any of the Restricted Securities, or enter into a transaction which would have the same effect, for a period of 180 days from  February 5, 2014 without the prior written consent of the underwriters in the IPO.

The foregoing summary of the Lockup Agreement does not purport to be complete and is qualified in its entirety by reference to the Lockup Agreement to this Statement which is incorporated herein by reference.

Except for the Stock Purchase Agreement, the License Agreement and the Lockup Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the persons named in Item 2, or between such persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and including any securities pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

 
Item 7. Material to be Filed as Exhibits
 
Exhibit Number
  
Description
1.
  
Collaboration and License Agreement, by and among Egalet Limited, Shionogi Limited and Egalet Corporation, dated as of November 26, 2013 (incorporated by reference to Exhibit 10.11 of the Company’s registration statement on Form S-1/A, filed on December 4, 2013)
 
 
6
 
 
2.
  
Common Stock Purchase Agreement by and between Egalet Corporation and Shionogi Limited, dated as of November 26, 2013 (incorporated by reference to Exhibit 10.12 of the Company’s registration statement on Form S-1/A, filed on December 4, 2013)
     
3.
  
Lock-up Agreement dated as of January 23, 2014 by Shionogi Limited to Egalet Corporation, Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC
     
4.
  
Joint Filing Agreement dated as of February 14, 2014 by and between Shionogi & Co., Ltd. and Shionogi Limited

 
7
 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 

Date: February 14, 2014

 
Shionogi & Co., Ltd.
  
       
 
By:
/s/ Shinya Matsuzawa
  
 
Name:
Shinya Matsuzawa
  
 
Title:
Corporate Officer
Vice President
Legal Affairs Department
  


 
Shionogi Limited
  
       
 
By:
/s/ Takashi Takenoshita
  
 
Name:
Takashi Takenoshita
  
 
Title:
Chief Executive Officer
  

 
8
 

SCHEDULE I


EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI & CO., LTD.

The name and present principal occupation of each of the executive officers and directors of the Parent are set forth below. All individuals named in the table below are employed by the Parent. The address of the principal business and principal office of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.

Name
Principal Occupation or Employment
Name, Principal Business and Address of Other Corporation or Organization (if different)
Citizenship
Motozo Shiono
Chairman of the Board and Representative Director
  
Japan
Isao Teshirogi, Ph.D.
President and CEO, Members of the Board
  
Japan
Akio Nomura
Members of the Board
The Royal Hotel, Ltd.
3-68, Nakanoshima 5-chome, Kita-ku, Osaka 530-0005 Japan
Japan
Teppei Mogi
Members of the Board
Oh-Ebashi LPC & Partners
27F Nakanoshima Festival Tower
3-18, Nakanoshima 2-chome, Kita-ku, Osaka 530-0005 Japan
Japan
Katsuhiko Machida
Members of the Board
Sekisui House, Ltd.
1-88, Oyodonaka 1-chome, Kita-ku, Osaka, 531-0076, Japan
Japan
Takuko Sawada
Senior Executive Officer
  
Japan
Takuo Fukuda
Executive Officer
  
Japan
Ryuichi Kume, Ph.D.
Executive Officer
  
Japan
Yoshiaki Kamoya
Executive Officer
  
Japan
Hirosato Kondo, Ph.D.
Corporate Officer
  
Japan
Kohji Hanasaki, Ph.D.
Corporate Officer
  
Japan
Takayuki Yoshioka, Ph.D.
Corporate Officer
  
Japan
Kiyoshi Nagata, Ph.D.
Corporate Officer
  
Japan
Masaaki Goshima
Corporate Officer
  
Japan
Akio Tsubokura
Corporate Officer
  
Japan
Masaaki Takeyasu
Corporate Officer
  
Japan
 
 
9
 
 
John Keller, Ph.D.
Corporate Officer
Shionogi Inc.
300 Campus Drive, Florham Park,
NJ 07932, USA
United States
Shinya Matsuzawa
Corporate Officer
  
Japan
 
 
10
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI LIMITED

The name and present principal occupation of each of the executive officers and directors of the Investor are set forth below. All individuals named in the table below are employed by the Investor. The address of the principal business and principal office of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.

Name
Principal Occupation or Employment
Name, Principal Business and Address of Other Corporation or Organization (if different)
Citizenship
Takashi Takenoshita
Chief Executive Officer, Members of the Board
  
Japan
Isao Teshirogi, Ph. D.
Members of the Board
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
Japan
Takuko Sawada
Members of the Board
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
Japan
Masaaki Takeyasu
Members of the Board
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
Japan
Yuji Hosogai
Members of the Board
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
Japan
 
11
 
 EX-99.3 2 dp43961_ex03.htm EXHIBIT 3
EXHIBIT 3
 
lock-up agreement

Egalet Corporation
101 Lindenwood Drive
Suite 225
Malvern, PA 19355

Stifel, Nicolaus & Company, Incorporated
JMP Securities LLC
c/o Stifel, Nicolaus & Company, Incorporated
787 7th Avenue, 11th Floor
New York, New York 10019

Ladies and Gentlemen:

The undersigned refers to the proposed Underwriting Agreement (the “Underwriting Agreement”) among Egalet Corporation, a Delaware corporation (the “Company”), and the several underwriters named therein (the “Underwriters”).  As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed public offering of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to a Registration Statement on Form S-1, the undersigned hereby agrees that from the public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) and until 180 days after the Public Offering Date, pursuant to the Underwriting Agreement (such 180 day period being referred to herein as the “Lock-Up Period”), to which you are or expect to become parties, the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household, any partnership, corporation or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company or any securities of Egalet Ltd, a United Kingdom limited company (together with the Common Stock and other securities of the Company, the “Restricted Securities”) for the benefit of the undersigned or such spouse or family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any of the Restricted Securities or securities convertible into or exchangeable or exercisable for any of the Restricted Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such aforementioned transaction is to be settled by delivery of the Restricted Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC (together with Stifel, Nicolaus & Company, Incorporated, the “Representatives”), which consent may be withheld in the Representatives’ sole discretion.

 
 
 
 
If the undersigned is an officer or director of the Company or Egalet Ltd, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” shares of Common Stock that the undersigned may purchase in the proposed public offering; (ii) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of any Restricted Securities, the Representatives will notify the Company of the impending release or waiver, and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The foregoing restrictions shall not apply to (i) bona fide gifts by the undersigned, (ii) the surrender or forfeiture of Restricted Securities to the Company to satisfy tax withholding obligations upon exercise or vesting of stock options or equity awards, (iii) transfers of Restricted Securities or any security convertible into or exercisable for Restricted Securities to an immediate family member or a trust for the benefit of the undersigned or an immediate family member or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or one or more family members of the undersigned in a transaction not involving a disposition for value, (iv) transfers of Restricted Securities or any security convertible into or exercisable for Restricted Securities upon death by will or intestate succession, (v) the exercise of any option, warrant or other right to acquire Restricted Securities, the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units or the conversion of any convertible security into Restricted Securities, (vi) securities transferred to one or more affiliates of the undersigned and distributions of securities to partners, members or stockholders of the undersigned, (vii) transactions relating to securities acquired in open market transactions after the Public Offering Date, (viii) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of Restricted Securities during the Lock-Up Period and no public announcement or filing under the Exchange Act is made by or on behalf of the undersigned or the Company regarding the establishment of such plan, and (ix) any Restricted Securities purchased by the undersigned in the offering contemplated by the Underwriting Agreement; provided that, in the case of a transfer or distribution pursuant to the preceding clauses (i), (iii), (iv), (v) or (vi), (A) each resulting transferee or recipient, as the case may be, of the Restricted Securities executes and delivers to the Representatives an agreement satisfactory to the Representatives certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and  to the extent any interest in the Restricted Securities is retained by the undersigned (or such spouse or family member), such securities shall remain subject to the restrictions contained in this Agreement and (B) no public filing under Section 13 or Section 16(a) of the Exchange Act (other than a Form 5), or other public announcement, reporting a reduction in beneficial ownership of
 
 
2
 
 
shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer or distribution.

In addition, the undersigned agrees that, during the period commencing on the date hereof and ending 180 days after the Public Offering Date, without the prior written consent of the Representatives (which consent may be withheld each Representative’s sole discretion) the undersigned will not request, make any demand for or exercise any right with respect to, the registration during the Lock-Up Period of any Restricted Security or any security convertible into or exercisable or exchangeable for any Restricted Security.

Any Restricted Security received upon exercise of options granted to the undersigned will also be subject to this Agreement.

In furtherance of the foregoing, the Company and their respective transfer agents and registrars are hereby authorized to (i) decline to make any transfer of Restricted Securities if such transfer would constitute a violation or breach of this Agreement and (ii) place legends and stop transfer instructions on any such Restricted Securities owned or beneficially owned by the undersigned.

This Agreement is irrevocable and shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law rules.  This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before (i) such time as the Representatives, on the one hand, or the Company, on the other hand, advises the other in writing, prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering, (ii) termination of the Underwriting Agreement or (iii) on March 31, 2014, in the event the Underwriting Agreement has not been executed by that date (provided, however, that the Company may extend the March 31, 2014 date by three months with written notice to the undersigned prior thereto).

[signature page to follow]
 
 
3
 
 
 
Very truly yours,

SHIONOGI LIMITED
  
       
/s/  James Robson  
     
Name:
James Robson
  
     
Title:
Chief Financial Officer
  
     
Date:
23rd January 2014 
  
 
 
4
 
 
 EX-99.4 3 dp43961_ex04.htm EXHIBIT 4
 
  EXHIBIT 4

 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Egalet Corporation, par value $0.001 per share, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of February 2014.
 
 
 
Shionogi & Co., Ltd.
  
       
 
By:
/s/ Shinya Matsuzawa
  
 
Name:
Shinya Matsuzawa
  
 
Title:
Corporate Officer
Vice President
Legal Affairs Department
  


  Shionogi Limited  
       
       
 
By:
/s/ Takashi Takenoshita
  
 
Name:
Takashi Takenoshita
  
 
Title:
Chief Executive Officer