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 10.3 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...Warrant Agreement • June 2nd, 1998 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
BETWEENMerger Agreement • February 22nd, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
OFWarrant Agreement • March 30th, 2000 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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
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 10.38 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...Lease • March 30th, 2000 • Ascent Pediatrics Inc • Pharmaceutical preparations
3 4 holder or holders of record of the Warrant Shares represented by such certificates.Common Stock Purchase Warrant • April 3rd, 1997 • Ascent Pediatrics Inc • 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 TERMSWarrant Agreement • November 4th, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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
AGREEMENTSecurities Purchase Agreement • May 27th, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations
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
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
CONFORMED COPY] Ascent Pediatrics, Inc. 187 Ballardvale Street, Suite B125 Wilmington, MA 01887 Ladies & Gentlemen: The purpose of this letter is to confirm our agreement and understanding with respect to certain arrangements among FS Private...Investment Agreement • May 27th, 1999 • Ascent Pediatrics Inc • 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
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
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...Underwriting Agreement • April 25th, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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...Warrant Agreement • January 16th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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
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 Agreement • April 3rd, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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...Convertible Note • November 4th, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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
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
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...Lease Agreement • March 14th, 1997 • Ascent Pediatrics Inc
Amendment No. 2 to Employment AgreementEmployment Agreement • March 30th, 2000 • Ascent Pediatrics Inc • Pharmaceutical preparations
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 2nd, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
RECITALSDevelopment and License Agreement • May 16th, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
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 10.9 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
BETWEENPromotion Agreement • March 31st, 1999 • Ascent Pediatrics Inc • Pharmaceutical preparations • New Jersey
Termination Agreement --------------------- This Agreement (the "Agreement") is entered into as of the 29th day of December, 2000 by and among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), Alpharma USPD, Inc., a Maryland corporation...Termination Agreement • January 16th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • Delaware
Fifth Amendment Dated December 29, 2000 to the Securities Purchase Agreement Dated May 13, 1998 by and among Furman Selz Investors II L.P. FS Employee Investors LLC FS Parallel Fund L.P. Bancboston Ventures Inc. Flynn Partners FS Ascent Investments...Securities Purchase Agreement • January 16th, 2001 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
1 EXHIBIT 10.20 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. COPROMOTION AGREEMENT This COPROMOTION AGREEMENT is made as of the Effective Date (defined below), by and...Copromotion Agreement • March 31st, 1998 • Ascent Pediatrics Inc • Pharmaceutical preparations • New York
AGREEMENT ---------Securities Purchase Agreement • June 2nd, 1998 • Ascent Pediatrics Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 2.2 Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. ADDENDUM TO ASSET PURCHASE AGREEMENT ------------------------------------ Addendum made as of July 10, 1997 to...Asset Purchase Agreement • July 25th, 1997 • Ascent Pediatrics Inc • Pharmaceutical preparations
