Cumberland Pharmaceuticals Inc Sample Contracts

CUMBERLAND PHARMACEUTICALS INC. Common Stock (no par value per share) At Market Issuance Sales Agreement
Cumberland Pharmaceuticals Inc • November 7th, 2017 • Pharmaceutical preparations • New York
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CUMBERLAND PHARMACEUTICALS INC. Common Stock (no par value per share) Sales Agreement
Sales Agreement • March 20th, 2024 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York

Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows:

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Cumberland Pharmaceuticals Inc., as Issuer and as Trustee SUBORDINATED INDENTURE Dated as of , 20
Cumberland Pharmaceuticals Inc • September 25th, 2012 • Pharmaceutical preparations • New York
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Cumberland Pharmaceuticals Inc. [___] Shares Common Stock (no par value per Share) Underwriting Agreement
Underwriting Agreement • July 23rd, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York

Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of [___] shares (the “Firm Shares”) of common stock, no par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional [___] shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

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March 9, 2023 John Hamm Brentwood, TN 37216
Cumberland Pharmaceuticals Inc • March 15th, 2023 • Pharmaceutical preparations

Effective January 1, 2023, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”) In consideration of your appointment as Chief Financial Officer the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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June 18, 2008 Martin E. Cearnal 31 Upper Mountain Avenue, Apt. 2 Mountclair, NJ 07042
Option Agreement • August 12th, 2008 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

Re: Employment of Martin E. Cearnal as Senior Vice President, Commercial Development by Cumberland Pharmaceuticals Inc.

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March 9, 2011 Mrs. Jean W. Marstiller 2525 West End Avenue, Suite 950 Nashville, TN 37203
Cumberland Pharmaceuticals Inc • March 11th, 2011 • Pharmaceutical preparations • Tennessee

Re: Employment of Jean W. Marstiller as Senior Vice President, Administrative Services by Cumberland Pharmaceuticals Inc.

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Effective January 1, 2024 Todd Anthony Franklin, TN 37064
Cumberland Pharmaceuticals Inc • March 13th, 2024 • Pharmaceutical preparations

Effective January 1, 2024, this agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Vice President Organizational Development of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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January 22, 2009 Mr. Leo Pavliv 707 Walcott Way Cary, NC 27519 Re: Employment of Leo Pavliv as Vice President, Operations by Cumberland Pharmaceuticals Inc. Dear Leo:
Option Agreement • February 18th, 2009 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

Effective January 1st, 2009, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Vice President, Operations of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • July 23rd, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, with its principal offices located at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee, 37203 (hereinafter referred to as “CUMBERLAND”)

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March 23, 2010
Option Agreement • March 29th, 2010 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

Effective January 1st, 2010, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Chief Executive Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
Revolving Credit Loan Agreement • May 15th, 2019 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this “Amendment”) is entered into as of August 14, 2018, by and between CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (the “Borrower”), and PINNACLE BANK, a Tennessee banking corporation (the “Lender”).

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • August 12th, 2008 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Ohio

This agreement is made as of August 3, 2000, between Cumberland Pharmaceuticals Inc., a Tennessee corporation (“Cumberland”), and CORD Logistics, Inc., an Ohio corporation (“CORD”).

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc

THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”) is made and entered into effective as of the 11th day of November, 2004 (the “Effective Date”), by and between THE GATEWAY TO NASHVILLE, L.L.C., a Tennessee limited liability company, with its principal office and place of business in Nashville, Tennessee (“Landlord”), and CUMBERLAND EMERGING TECHNOLOGIES, INC., A Tennessee corporation, with its principal place of business in Nashville, Tennessee (“Tenant”).

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. Contract Sales and Services Agreement Between Cumberland Pharmaceuticals, Inc. Cardinal Health Contract...
Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

This AGREEMENT (“Agreement”) is dated as of May 16, 2006 by and between Cardinal Health PTS, LLC (“Cardinal Health”) with a place of business at 7000 Cardinal Place, Dublin, Ohio, and Cumberland Pharmaceuticals, Inc. (“Cumberland”), having a principal place of business at 2525 West End, Suite 950, Nashville, Tennessee 37203.

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. FIRST AMENDMENT TO CONTRACT SALES AND SERVICES AGREEMENT
Contract Sales and Services Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to Contract Sales and Services Agreement (the “Amendment”), between Cardinal Health PTS, LLC (“Cardinal Health”) and Cumberland Pharmaceuticals, Inc. (“Cumberland”) is entered into by and between Cardinal Health and Cumberland to modify the terms of the Contract Sales and Services Agreement between the parties dated May 16, 2006 (“Agreement”). All capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. License Agreement between Vanderbilt University and Cumberland Pharmaceuticals Inc.
License Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS AGREEMENT, by and between VANDERBILT UNIVERSITY, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“VANDERBILT”), and Cumberland Pharmaceuticals Inc., a Tennessee corporation, having a principal place of business at Nashville, Tennessee (the “LICENSEE”) is effective as of the 28TH day of May , 1999 (the “EFFECTIVE DATE”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 16th, 2018 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2018, by and among Cumberland Pharmaceuticals Inc., a corporation incorporated in the State of Tennessee, U.S.A. having a principal place of business at 2525 West End Avenue, Suite 950, Nashville, Tennessee 37203, U.S.A., (“Buyer”) on the one hand, and Theravance Biopharma Ireland Limited (“TBIL”), a corporation organized under the laws of the country of Ireland having a principal place of business at Connaught House, 1 Burlington Road, Dublin 4 Ireland and Theravance Biopharma US, Inc. (“TBUS”), a corporation incorporated in the State of Delaware, U.S.A. having a principal place of business at 901 Gateway Boulevard South San Francisco, CA 94080, U.S.A. (each of TBIL and TBUS, a “Seller,” and together, the “Sellers”). Buyer and each of Sellers are referred to hereinafter individually as a “Party” and together as the “Parties”.

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. MANUFACTURING AGREEMENT
Manufacturing Agreement • June 20th, 2008 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Manufacturing Agreement is effective as of February 6, 2008 (“Effective Date”) by and among Bayer HealthCare, LLC, a Delaware limited liability company with an office at 12707 West Shawnee Mission Parkway, Shawnee, KS 66216 (hereinafter “Bayer”), and Cumberland Pharmaceuticals Inc., a Tennessee corporation, organized under the laws of Tennessee, having its principal place of business at Nashville, TN (hereinafter “Cumberland”) and their products described herein.

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. MANUFACTURING AND SUPPLY AGREEMENT for N-ACETYLCYSTEINE CUMBERLAND PHARMACEUTICALS INC. and BIONICHE LIFE...
Technical Agreement • August 6th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York

CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, United States, with its principal offices located at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee, 37203 (hereinafter referred to as “CUMBERLAND”)

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • August 16th, 2010 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

This Exclusive Distribution Agreement (the “Agreement”) is made as of this 1st day of July, 2010 (the “Effective Date”), between Cumberland Pharmaceuticals, Inc., a Tennessee corporation, with an address of 2525 West End Avenue, Suite 950, Nashville, Tennessee 37203 (“Client”), and Cardinal Health 105, Inc., an Ohio corporation, with a place of business at 15 Ingram Boulevard, Suite 100, LaVergne, Tennessee, 37086 (“Cardinal Health”) each individually a (“Party”) and collectively (the “Parties”).

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. 2525 WEST END OFFICE LEASE AGREEMENT BY AND BETWEEN NASHVILLE HINES DEVELOPMENT, LLC AS LANDLORD AND...
Office Lease Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS LEASE AGREEMENT (“Lease”) is made and entered into on this 10th day of Sept , 2005 (the “Date of Lease”), by and between NASHVILLE HINES DEVELOPMENT, LLC, a limited partnership organized under the laws of the State of Delaware, whose address for purposes hereof is Five Greenway Plaza, Houston, Texas 77046 Attention: F. Russ Nicholson (hereinafter called “Landlord”), and CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation, whose address for purposes hereof is 2525 West End Avenue, Suite 950, Nashville, TN 37203, Attention: Jean W. Marstiller, (the address of the Leased Premises within the Building) (hereinafter called “Tenant”).

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REVOLVING CREDIT LOAN AGREEMENT
Revolving Credit Loan Agreement • November 8th, 2017 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS REVOLVING CREDIT LOAN AGREEMENT (this “Loan Agreement”) is made and entered into as of July 28, 2017 by and between CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (the “Borrower”), and PINNACLE BANK, a Tennessee banking corporation (the “Lender”).

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January 16, 2008 Mr. James William Hix 127 Abigail Avenue Murfreesboro, TN 37129 Re: Employment of Bill Hix as VP, Sales and Marketing by Cumberland Pharmaceuticals Inc. Dear Bill:
Cumberland Pharmaceuticals Inc • February 1st, 2008 • Pharmaceutical preparations

Effective January 1st, 2008, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Vice President, Sales and Marketing of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT FOR N-ACETYLCYSTEINE
Cumberland Pharmaceuticals Inc • July 11th, 2007 • Pharmaceutical preparations • New York

THIS FIRST AMENDMENT (the “First Amendment”) to that certain Manufacturing and Supply Agreement for N-Acetylcysteine (the "Agreement”), dated as of January 15, 2002, as modified by that certain Novation Agreement, dated as of January 27, 2006 (to be attached hereto), is entered into by and between CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, United States (“CUMBERLAND”), and BIONICHE TEORANTA, a corporation organized and existing under the laws of Ireland (“BIONICHE”), and is effective as of November 16, 2006. Capitalized terms used but not defined in this First Amendment shall have the meanings that are set forth in the Agreement.

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FOURTH AMENDED AND RESTATED LOAN AGREEMENT July 22, 2009 by and between CUMBERLAND PHARMACEUTICALS INC., as the Borrower and BANK OF AMERICA, N.A., as the Bank
Loan Agreement • July 29th, 2009 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) dated as of July 22, 2009, is between BANK OF AMERICA, N.A., a national banking association (the “Bank”) and CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (the “Borrower”).

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SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • October 5th, 2010 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of May 24, 2010, is made and entered into on the terms and conditions hereinafter set forth, by and between CUMBERLAND PHARMACEUTICALS, INC., a Tennessee corporation (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Bank”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated December 31, 2006, is made and entered into on the terms and conditions hereinafter set forth, by and between CUMBERLAND PHARMACEUTICALS, INC., a Tennessee corporation (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

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SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • May 21st, 2008 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Amendment”) is made and entered into to be effective as of the 9th day of January, 2006 (the “Effective Date”), by and between THE GATEWAY TO NASHVILLE, L.L.C., a Tennessee limited liability company, with its principal office and place of business in Nashville, Tennessee (“Landlord”), and CUMBERLAND EMERGING TECHNOLOGIES, INC., a Tennessee corporation, with its principal office and place of business in Nashville, Tennessee (“Tenant”).

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Bayer HealthCare AMENDMENT
Manufacturingin Agreement • August 9th, 2012 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

The Parties wish to modify the Toll Manufacturing Agreement, dated February 6. 2008 (the “Agreement”), to revise terms as provided herein.

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. THIRD AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT FOR N-ACETYLCYSTEINE
Cumberland Pharmaceuticals Inc • June 24th, 2011 • Pharmaceutical preparations • New York

THIS THIRD AMENDMENT (the “Third Amendment”) to that certain Manufacturing and Supply Agreement for N-Acetylcysteine, dated as of January 15, 2002 (the “Original Agreement”), as modified by that certain Novation Agreement, dated as of January 27, 2006 (the “Novation Agreement”), as amended by that certain First Amendment to Manufacturing and Supply Agreement for N-Acetylcyesteine dated as of November 16, 2006 (the “First Amendment”) and as amended by that certain Second Amendment to Manufacturing and Supply Agreement for N-Acetylcyesteine dated as of March 25, 2008 (the “Second Amendment”) is entered into by and between CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, United States (“CUMBERLAND”), and BIONICHE TEORANTA, a corporation organized and existing under the laws of Ireland (“BIONICHE”), and is effective as of April 25, 2011 (The Original Agreement, the Novation Agreement, the First Amendment, the Second Amendment and the Third

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AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT
Market Issuance Sales Agreement • December 27th, 2021 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • New York
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CUMBERLAND PHARMACEUTICALS INC. 2007 LONG-TERM INCENTIVE COMPENSATION PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Plan Nonstatutory Stock Option Agreement • July 11th, 2007 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations • Tennessee

This Option Agreement is entered into and effective on ___, by and between Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “Company”), and ___, (the “Participant”).

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THIRD AMENDMENT TO OFFICE LEASE AGREEMENT
Office Lease Agreement • November 6th, 2015 • Cumberland Pharmaceuticals Inc • Pharmaceutical preparations

THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is entered into between 2525 WEST END, LLC, a Delaware limited liability company (“Landlord”), and CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (“Tenant”), with reference to the following:

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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. KRISTALOSE AGREEMENT Between CUMBERLAND PHARMACEUTICALS INC. And INALCO BIOCHEMICALS, INC. And INALCO...
Cumberland Pharmaceuticals Inc • May 1st, 2007 • Delaware

Abbreviations LTL lactulose; LTS lactose; EPI epilactose; GLT galactose; ND carbohydrates different from LTL, LTS, EPI, and GLT.

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