WITNESSETH:Employment Agreement • March 12th, 1999 • Women First Healthcare Inc • California
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 25, 2002 (this "Agreement"), is made by and between WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (the "Company"), and the purchasers named on the...Registration Rights Agreement • July 2nd, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
1 EXHIBIT 10.7 AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT This Amendment No. 1 to Distribution Agreement (this "Amendment") is made as of November 25, 1998 between Ortho-McNeil Pharmaceutical Corporation, a Delaware corporation ("Ortho"), and Women...Distribution Agreement • May 24th, 1999 • Women First Healthcare Inc • Pharmaceutical preparations
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 29, 2001, among WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (the "Company"), ELAN INTERNATIONAL SERVICES, LTD., a Bermuda exempted limited liability company...Securities Purchase Agreement • July 3rd, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
ASSET PURCHASE AGREEMENT for VANIQA(R) between WESTWOOD-SQUIBB COLTON HOLDINGS PARTNERSHIP as Seller, THE GILLETTE COMPANY, BRISTOL-MYERS SQUIBB COMPANY and WOMEN FIRST HEALTHCARE, INC. as PurchaserAsset Purchase Agreement • July 2nd, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
AmongLicense Agreement • July 2nd, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 10.24Security Agreement • March 27th, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 13th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 10.3 WOMEN FIRST HEALTHCARE, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of June 29, 2001, by and among WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (the "Company"), ELAN...Registration Rights Agreement • July 3rd, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
BetweenSupply Agreement • July 2nd, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 10.3 AMENDMENT NO. 1 TO PREFERRED STOCK PURCHASE AGREEMENT Amendment No. 1, dated as of May 12, 2003 (this "Amendment"), to the Preferred Stock Purchase Agreement dated as of June 25, 2002 (the "Original Agreement") among WOMEN FIRST...Preferred Stock Purchase Agreement • May 13th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
WITNESSETH:Distribution Agreement • May 24th, 1999 • Women First Healthcare Inc • Pharmaceutical preparations • New York
AGREEMENT BETWEENAgreement • November 13th, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
1 EXHIBIT 1.1 4,500,000 Shares of Common Stock Women First HealthCare, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 1999 • Women First Healthcare Inc • Pharmaceutical preparations • New York
EXECUTION COPY TRADEMARK LICENSE AGREEMENT --------------------------- THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as of this 15th day of November, 2001 the "Effective Date") by and between American Home Products Corporation, a...Trademark License Agreement • March 27th, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 10.9 SECURITY AGREEMENTSecurity Agreement • July 2nd, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 10.2 AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT Amendment No. 1, dated as of May 12, 2003 (this "Amendment"), to the Note and Warrant Purchase Agreement dated as of June 25, 2002 (the "Original Agreement") among WOMEN FIRST...Note and Warrant Purchase Agreement • May 13th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
1 EXHIBIT 4.3 WARRANT AGREEMENT BY AND BETWEEN WOMEN FIRST HEALTHCARE, INC.Warrant Agreement • September 4th, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
ARTICLE 1 DEFINITIONSManufacturing and Supply Agreement • March 27th, 2002 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT BETWEENPromotion Agreement • November 14th, 2000 • Women First Healthcare Inc • Pharmaceutical preparations • New York
EXHIBIT 10.9 PHARMACY MANAGEMENT AGREEMENT WOMEN FIRST PHARMACY SERVICES, INC., a Delaware corporation (the "Company") and HEALTH SCRIPT, a wholly owned division of Dura Pharmaceuticals, Inc., a Delaware corporation ("Manager"), agree as follows: 1....Management Agreement • March 12th, 1999 • Women First Healthcare Inc • Colorado
AMENDMENT 1Distribution and License Agreement • March 30th, 2001 • Women First Healthcare Inc • Pharmaceutical preparations
WITNESSETH:Employment Agreement • March 12th, 1999 • Women First Healthcare Inc • California
1 EXHIBIT 10.21 *** Certain information (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission....Copromotion Agreement • May 15th, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
BETWEENCo-Promotion Agreement • June 24th, 1999 • Women First Healthcare Inc • Pharmaceutical preparations • New York
WITNESSETH:Employment Agreement • March 12th, 1999 • Women First Healthcare Inc • California
WITNESSETH:Common Stock Purchase Agreement • May 13th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 10.9 PHARMACY MANAGEMENT AGREEMENT WOMEN FIRST PHARMACY SERVICES, INC., a Delaware corporation (the "Company") and HEALTH SCRIPT, a wholly owned division of Dura Pharmaceuticals, Inc., a Delaware corporation ("Manager"), agree as follows: 1....Employee Lease Agreement • May 24th, 1999 • Women First Healthcare Inc • Pharmaceutical preparations • Colorado
1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 8th day of January, 1998 by and between Women First HealthCare, Inc., a Delaware corporation (the "Company"), and Edward Calesa ("Executive"). W...Employment Agreement • March 12th, 1999 • Women First Healthcare Inc • New Jersey
1 EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT THE SHARES OF COMMON STOCK SUBJECT TO THIS SECURITIES PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"...Securities Purchase Agreement • August 13th, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
LICENSE AND SUPPLY AGREEMENT between WOMEN FIRST HEALTHCARE, INC. and SHIRE PHARMACEUTICALS IRELAND LIMITED for CERTAIN INTERNATIONAL RIGHTS TO VANIQA® (EFLORNITHINE HYDROCHLORIDE) CREAM Dated as of December 15, 2003License and Supply Agreement • January 2nd, 2004 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS LICENSE AND SUPPLY AGREEMENT (this “Agreement”), dated as of December 15, 2003 (the “Effective Date”), is between WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (“WFHC”), and SHIRE PHARMACEUTICALS IRELAND LIMITED, a company incorporated in Ireland, registered number 349143 whose registered office is at 6 Fitzwilliam Square, Dublin 2, Ireland (“Shire”).
WITNESSETHSales and Marketing Agreement • April 15th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Exhibit 10.5 AMENDMENT NO. 1 TO WARRANT REGISTRATION RIGHTS AGREEMENT Amendment No. 1, dated as of May 12, 2003 (this "Amendment"), to the Warrant Registration Rights Agreement dated as of June 25, 2002 (the "Original Agreement") among WOMEN FIRST...Warrant Registration Rights Agreement • May 13th, 2003 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
RECITALSMidrin Asset and Inventory Purchase Agreement • July 3rd, 2001 • Women First Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
REVOLVING NOTEWomen First Healthcare Inc • February 3rd, 2003 • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
FOR VALUE RECEIVED, the undersigned, WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (“Borrower”), hereby promises to pay to CAPITALSOURCE FINANCE LLC (the “Lender”) the unpaid principal amount of all Advances made by Lender to Borrower under the Revolving Facility, with interest thereon, and all other Obligations under the Revolving Credit and Security Agreement, dated as of the date hereof, between Borrower and Lender (as it may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), all at the times and in the manner set forth in the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings given them in the Loan Agreement.
