Exhibit 10.5 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2001, is made by and among XCEL PHARMACEUTICALS, INC., a Delaware corporation ("Debtor") and ELAN PHARMA INTERNATIONAL LIMITED, a...Security Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
Shares a/ - Common Stock ($0.0001 par value)Underwriting Agreement • April 19th, 2002 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • New York
AGREEMENT ---------Investors' Rights Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
Exhibit 4.2 FORM OF RESTRICTED STOCK PURCHASE AGREEMENT ------------------------------------------- This RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of __________________, 2001 by and between MJBC CORP., a Delaware corporation...Restricted Stock Purchase Agreement • August 22nd, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • California
a) The Corporation shall indemnify each Indemnified Party against Expenses and Liabilities incurred in connection with any Proceeding by or in the right of the Corporation against an Indemnified Party and arising out of acts or omissions of Executive...Indemnification Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • Delaware
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.7 CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED VERSION OF THIS DOCUMENT...Co-Promotion Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
EXHIBIT 10.6 PATENT AND TRADEMARK SECURITY AGREEMENT --------------------------------------- THIS PATENT AND TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2001, is made by and among XCEL PHARMACEUTICALS, INC., a Delaware...Patent and Trademark Security Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 29th, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of September 3, 2003 (the “Effective Date”), by and between POZEN INC., a Delaware corporation (“POZEN”), with a business address of 1414 Raleigh Road, Suite 400, Chapel Hill, NC 27517, and XCEL PHARMACEUTICALS, INC., a Delaware corporation (“Xcel”), located at 6363 Greenwich Drive, Suite 100, San Diego, CA 92122. POZEN and Xcel are sometimes referred to in this Agreement individually as a “Party” and collectively as “Parties.”
OMNIBUS AMENDMENT AND TERMINATION AGREEMENT (to certain documents and agreements described below)Omnibus Amendment and Termination Agreement • August 22nd, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • California
This Omnibus Amendment and Termination Agreement (this “Agreement”) is entered into as of March 31, 2003 by and among the following parties:
XCEL PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 31, 2003Investors’ Rights Agreement • August 22nd, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • California
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made on the 31st day of March, 2003, by and among the following persons or entities:
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.4 CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED VERSION OF THIS DOCUMENT...Product Acquisition Financing Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
FINANCING AGREEMENT Dated as of March 28, 2003 by and among XCEL PHARMACEUTICALS, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, REGIMENT CAPITAL III, L.P., as Collateral Agent and as Administrative AgentFinancing Agreement • August 22nd, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • New York
Financing Agreement, dated as of March 28, 2003, by and among XCEL PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), REGIMENT CAPITAL III, L.P., a Delaware limited partnership (“Regiment”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
Elan International Services Ltd. 102 St. James Court, Flatts Smiths FL04, BermudaStock Purchase Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc
Reference is made to that certain Series A-1 Preferred Stock Purchase Agreement (the "Purchase Agreement") dated as of March 30, 2001, by and among Xcel Pharmaceuticals, Inc. ("Xcel"), Elan International Services Ltd ("EIS") and other investors, whereby EIS and such other investors purchased shares of the Series A-1 Preferred Stock of Xcel. In connection with the Purchase Agreement, EIS and Xcel now wish to further agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 29th, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT, dated as of June 25, 2002 (this “Agreement”), is made by and among Xcel Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), Novartis AG, a company organized under the laws of Switzerland (“AG”), and Novartis Pharmaceuticals Corporation, a Delaware corporation (“NPC” and together with AG, “Sellers”). Each of AG and NPC may hereinafter be referred to individually as a “Seller.”
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 22nd, 2003 • Xcel Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (“Agreement”), effective as of , , is entered into by and between Xcel Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and [Name of Executive] (“Executive”). Capitalized terms used but not immediately defined shall have the meanings ascribed to such terms in Section 16 below.
