1 EXHIBIT 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE...Ascent Pediatrics Inc • June 2nd, 1998 • Pharmaceutical preparations • New York
WHEREAS, Pledgor owns the product entitled "Primsol", Trimethroprim hydrochloride 50 mg/5 ml for the treatment of acute otitis media ("Primsol", including the trademark listed on Schedule 1 hereto); -----------Security Agreement • January 16th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
1 Exhibit 10.14 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH WARRANT IS REGISTERED UNDER SUCH ACT OR AN OPINION...Ascent Pediatrics Inc • April 3rd, 1997 • Pharmaceutical preparations • Massachusetts
B-1 2 the Company, and the holder of this Warrant shall be entitled to all of the benefits of and be bound by all of the applicable obligations of the Purchase Agreement, as provided therein. ARTICLE I DEFINED TERMSAscent Pediatrics Inc • November 4th, 1999 • Pharmaceutical preparations • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT Agreement made as of the 25th day of March, 1997 between Ascent Pediatrics, Inc., a Delaware corporation with its principal office at 187 Ballardvale Street, Suite B125, Wilmington, Massachusetts 01887 (the...Asset Purchase Agreement • May 16th, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • Minnesota
BETWEENMaster Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
LOAN AGREEMENT (the "Agreement") dated as of December 29, 2000 among ASCENT PEDIATRICS, Inc., a Delaware corporation (the "Company"), and FS ASCENT INVESTMENTS LLC, a Delaware limited liability company (the "Lender"). WHEREAS, the Lender has agreed to...Loan Agreement • January 16th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
2 3 material respects to the requirements of the Securities Act, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, included or will include any untrue statement of a material fact or omit to state any...Ascent Pediatrics Inc • April 25th, 1997 • Pharmaceutical preparations • New York
1 EXHIBIT 10.7 ASCENT PEDIATRICS, INC. REGISTRATION RIGHTS AGREEMENT This Agreement dated as of February 16, 1999 is entered into by and among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), and Alpharma USPD Inc., a Maryland...Registration Rights Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
INTRODUCTION ------------Consulting Agreement • March 14th, 1997 • Ascent Pediatrics Inc • Massachusetts
iii 5 LOAN AGREEMENT (the "Agreement") dated as of February 16, 1999 among ASCENT PEDIATRICS, Inc., a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (the "Lender"), and Alpharma Inc., a Delaware corporation (the...Loan Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
2- 3 constitute a default under, (i) the Certificate of Incorporation and Bylaws of Parent, (ii) any contract or other agreement to which Parent is a party or by which Parent or any of its respective properties is bound, or (iii) any judgment, ruling,...Guaranty Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
3) until the Senior Indebtedness is paid in full in cash, any distribution to which Alpharma or the Original Lenders would be entitled but for this Section shall be made to holders of Senior Indebtedness as their interests may appear. (4) until the...Subordination Agreement • November 4th, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations
i 3 SUPPLEMENTAL AGREEMENT (the "Agreement") dated as of July 1, 1999 among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (the "Lender"), and Alpharma Inc., a Delaware corporation (the...Supplemental Agreement • July 2nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 15th day of March, 1994, by Ascent Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 9 Linnell Circle, Billerica, MA...Employment Agreement • March 14th, 1997 • Ascent Pediatrics Inc • Massachusetts
3- 4 Series B Warrants to be purchased by the Purchasers as provided in this Subsection 2.2, or if any of the conditions specified in Subsection 3.1 required to be satisfied at or prior to the Second Closing shall not have been satisfied or waived by...Securities Purchase Agreement • March 14th, 1997 • Ascent Pediatrics Inc • Massachusetts
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN...Ascent Pediatrics Inc • January 16th, 2001 • Pharmaceutical preparations • New York
1 EXHIBIT 99.2 NOTE AGREEMENT This NOTE AGREEMENT (this "NOTE AGREEMENT") is made effective as of October 1, 2001 by and among Ascent Pediatrics, Inc., a Delaware corporation (the "COMPANY"), Medicis Pharmaceutical Corporation, a Delaware corporation...Note Agreement • October 2nd, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
OFAscent Pediatrics Inc • March 30th, 2000 • Pharmaceutical preparations • New York
Exhibit 10.13 SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT ------------------------------------ This Agreement (the "Agreement"), dated as of June 28, 1996, is entered into by and among ASCENT PHARMACEUTICALS, INC., a Delaware...Warrant Purchase Agreement • April 3rd, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • Massachusetts
MARCH 13, 1997Ascent Pediatrics Inc • March 14th, 1997
1 Exhibit 10.4 This lease made and entered into this 21 day of November 1996 by and between NEW BOSTON WILMAR LIMITED PARTNERSHIP, a Delaware Limited Partnership, having a business address at One Longfellow Place, Suite 3612, Boston, Massachusetts...Ascent Pediatrics Inc • March 14th, 1997
RECITALSDevelopment and License Agreement • May 16th, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
TO THESecurities Purchase Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
Amendment No. 2 to Employment AgreementEmployment Agreement • March 30th, 2000 • Ascent Pediatrics Inc • Pharmaceutical preparations
ARTICLE II SALE AND PURCHASE OF THIRD AMENDMENT CONVERTIBLE NOTES AND THIRD AMENDMENT WARRANTSSecurities Purchase Agreement • July 2nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
Exhibit 10.8 MANUFACTURING AND SUPPLY AGREEMENT THIS MANUFACTURING AND SUPPLY AGREEMENT (the "Agreement") is effective as of the date of last signature of the parties below (the "Effective Date") by and between Recordati S.A. Chemical and...Manufacturing and Supply Agreement • April 3rd, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
Exhibit 10.9 LICENSE AGREEMENT Agreement made this 28th day of September 1990 between MacroChem Corp. (hereinafter "MacroChem"), a Massachusetts corporation having its principal place of business at 9 Linnell Circle, Billerica, Massachusetts 01821 and...License Agreement • April 3rd, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • Massachusetts
A-1 2 This Note has been issued pursuant to, and is one of a series of notes (the "Fourth Amendment Convertible Notes") issued pursuant to the Fourth Amendment dated as of October 15, 1999 (the "Fourth Amendment") to the Securities Purchase Agreement...Ascent Pediatrics Inc • November 4th, 1999 • Pharmaceutical preparations • New York
3 4 holder or holders of record of the Warrant Shares represented by such certificates.Ascent Pediatrics Inc • April 3rd, 1997 • Pharmaceutical preparations • Massachusetts
BETWEENPromotion Agreement • March 31st, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New Jersey
1 Exhibit 10.38 FIRST AMENDMENT TO LEASE WHEREAS, NEW BOSTON WILMAR LIMITED PARTNERSHIP (hereinafter referred to as "Landlord") and ASCENT PEDIATRICS, INC. (hereinafter referred to as "Tenant") entered into a certain lease of premises located at the...Ascent Pediatrics Inc • March 30th, 2000 • Pharmaceutical preparations
Amendment No. 1 to Consulting Agreement The Consulting Agreement dated as of October 12, 2000 (the "Agreement") between Ascent Pediatrics, Inc. and Robert E. Baldini is hereby amended as follows as of the 12th day of July, 2001. Capitalized terms used...Consulting Agreement • November 14th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations
1 Exhibit 10.16 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH WARRANT IS REGISTERED UNDER SUCH ACT OR AN OPINION...Ascent Pediatrics Inc • April 3rd, 1997 • Pharmaceutical preparations • Massachusetts
AGREEMENT ---------Agreement • June 2nd, 1998 • Ascent Pediatrics Inc • Pharmaceutical preparations • Massachusetts
