Number of Shares] ZARS Pharma, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2007 • ZARS Pharma, Inc. • Pharmaceutical preparations • New York
Cowen and Company, LLC CIBC World Markets As Representatives of the several Underwriters c/o Cowen and Company, LLC 1221 Avenue of the Americas New York, New York 10020
LOAN AND SECURITY AGREEMENT ZARS, INC.Loan and Security Agreement • June 11th, 2007 • Zars Inc/Ut
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and ZARS, INC. (“Borrower”), whose address is 1142 West 2320 South, Suite A, Salt Lake City, UT 84119 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • June 11th, 2007 • Zars Inc/Ut • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of «Date_1» is made by and between ZARS Pharma, Inc. a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 11th, 2007 • Zars Inc/Ut • New Jersey
Agreement made as of August 3, 2006 (the “Effective Date”) by and among ZARS, Inc., DBA ZARS Pharma, having offices at 1142 West 2320 South, Salt Lake City, UT 84119 (“ZARS”), OrthoNeutrogena Division of Ortho-McNeil Pharmaceuticals, Inc. (“ORTHO”), formerly Ortho Dermatological Division of Ortho-McNeil Pharmaceuticals, having offices at 199 Grandview Road, Skillman, NJ 08558 (“ORTHO”) and GPSG, a unit of Ortho-McNeil Pharmaceuticals, Inc. and an affiliate of ORTHO (“GPSG”). (ZARS, ORTHO and GPSG are each referred to herein by name or as a “Party” or, collectively, as “Parties”.)
March 16, 2007 Michael A. Ashburn, MD MBA Executive Vice President ZARS, Inc. 1142 West 2320 South Salt Lake City, UT 84119 Dear Michael:Employment Agreement • June 11th, 2007 • Zars Inc/Ut • Utah
ZARS, Inc. (the “Company”) is very pleased to offer you continued employment with the Company as its Medical Director commencing on April 2, 2007. Except as expressly provided herein, this offer letter (“Agreement”) supersedes and replaces all prior agreements and understandings related to the terms of your employment with the Company, whether oral or written, including, but not limited to, that certain Offer Letter dated December 23, 2002 and that certain Employment Agreement dated May 8, 2003. For avoidance of doubt, the Employment Agreement shall be effectively terminated as of the date of this Agreement. If you agree to these terms and conditions, please initial the bottom of each page and sign at the end of this letter in the spaces indicated.
LICENSE AGREEMENTLicense Agreement • June 11th, 2007 • Zars Inc/Ut • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2006 (the “Effective Date”) by and between ZARS, INC., a Utah corporation having an address at 1142 West 2320 South, Salt Lake City, Utah, 84119 (hereinafter referred to as “ZARS”) and ENDO PHARMACEUTICALS INC., a Delaware corporation having an address at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317 (hereinafter referred to as “ENDO”).
WARRANTWarrant Agreement • July 13th, 2007 • Zars Inc/Ut • Pharmaceutical preparations • Utah
THE WARRANT EVIDENCED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO A SHAREHOLDER AGREEMENT BY AND AMONG ZARS, INC. AND THE SHAREHOLDERS OF ZARS, INC.
LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and ZARS, INC. Borrower Effective Date: June 28, 2007Loan Agreement • July 13th, 2007 • Zars Inc/Ut • Pharmaceutical preparations • Utah
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2007 • ZARS Pharma, Inc. • Pharmaceutical preparations • Utah
Pursuant to Sections 13.3 and 13.4 of the Second Amended and Restated Registration Rights Agreement, by and among Zars Pharma, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Preferred Stock set forth on Exhibit A, Exhibit B and Exhibit C thereto (the “Preferred Investors”), dated as of August 30, 2004, as amended (the “Agreement”), the Company, Zions First National Bank (“Zions Bank”) and each of the undersigned Preferred Investors hereby agree, effective as of this 7th day of September, 2007, to the amendments (the “Amendment”) set forth below. Capitalized terms used but not defined herein have the meanings given them in the Agreement.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 11th, 2007 • Zars Inc/Ut
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”), is made this 14th day of January, 2005, by and between First Industrial, L. P., a Delaware limited partnership (“Landlord”), and ZARS, Inc., a Utah corporation (“Tenant”). In the event of a conflict between the terms and conditions of this Amendment and the Lease, the terms and conditions of this Amendment shall prevail.
WARRANTWarrant Agreement • July 13th, 2007 • Zars Inc/Ut • Pharmaceutical preparations • Utah
THE WARRANT EVIDENCED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO A SHAREHOLDER AGREEMENT BY AND AMONG ZARS, INC. AND THE SHAREHOLDERS OF ZARS, INC.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • June 11th, 2007 • Zars Inc/Ut
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”), is made this 31st day of August, 2006, by and between First Industrial, L. P., a Delaware limited partnership (“Landlord”), and ZARS, Inc., a Utah corporation (“Tenant”). In the event of a conflict between the terms and conditions of this Amendment and the Lease, the terms and conditions of this Amendment shall prevail.
March 21, 2007 Charlie H. McLeskey, M.D. 800 Edgehill Rd. Salt Lake City, Utah 84103 Dear Charlie:Separation Agreement • June 11th, 2007 • Zars Inc/Ut • Utah
This letter sets forth the substance of the Separation Agreement (the “Agreement”) that ZARS, Inc. (the “Company”) is offering to you to aid in your employment transition.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2007 • Zars Inc/Ut • Utah
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 11th, 2007 • Zars Inc/Ut
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 6th day of December, 2005, by and between Silicon Valley Bank (“Bank”) and ZARS, Inc., a Utah corporation (“Borrower”) whose address is 1142 West 2320 South, Suite A, Salt Lake City, UT 84119.
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2007 • ZARS Pharma, Inc. • Pharmaceutical preparations • Utah
LICENSE AGREEMENTLicense Agreement • June 11th, 2007 • Zars Inc/Ut • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2006 by and between ZARS, INC., a Utah corporation having an address at 1142 West 2320 South, Salt Lake City, Utah, 84119 (hereinafter referred to as “ZARS”) and TALISKER PHARMA LTD., a company incorporated in the United Kingdom, with a registered address of 3000 Cathedral Hill, Guildford, GU3 1HW (hereinafter referred to as “TALISKER”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • June 11th, 2007 • Zars Inc/Ut
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”), is made this 31st day of August, 2006, by and between First Industrial, L. P., a Delaware limited partnership (“Landlord”), and ZARS, Inc., a Utah corporation (“Tenant”). In the event of a conflict between the terms and conditions of this Amendment and the Lease, the terms and conditions of this Amendment shall prevail.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 23rd, 2007 • ZARS Pharma, Inc. • Pharmaceutical preparations • Utah
AGREEMENT between ZARS, Inc. (the “Company”), and the above named Optionee (“Optionee”), an employee of the Company or a Subsidiary thereof.
DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • July 13th, 2007 • Zars Inc/Ut • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of February 26, 2007, is entered into between ZARS, Inc. having an address at 1142 West 2320 South, Salt Lake City, Utah, 84119 (“ZARS”) and Galderma Pharma S.A. having an address at Avenue Gratta-Paille 1, 100 Lausanne Switzerland (“Galderma”).
STANDARD FORM INDUSTRIAL BUILDING LEASE (MULTI-TENANT)Industrial Building Lease • June 11th, 2007 • Zars Inc/Ut
Security AgreementSecurity Agreement • July 13th, 2007 • Zars Inc/Ut • Pharmaceutical preparations • Utah
This Security Agreement (the “Security Agreement”) is made between ZARS, Inc. (“Borrower”), a Utah corporation, and Zions First National Bank (“Lender”), pursuant to a Loan Agreement dated June 28, 2007, between Borrower and Lender (the “Loan Agreement”).
