Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of the 9th day of April, 2007 (the "Effective Date") by and between Advancis Pharmaceutical Corporation, a Delaware corporation, with its...Securities Purchase Agreement • April 13th, 2007 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of April 9, 2007, by and among (i) Advancis Pharmaceutical Corporation, a Delaware corporation (the "Company"), (ii) each person listed on...Registration Rights Agreement • April 13th, 2007 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
BACKGROUNDStockholders' Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Delaware
] SHARESUnderwriting Agreement • September 29th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
EXHIBIT 10.4 ADVANCIS PHARMACEUTICAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made this 25th day of February, 2002 by and between Kevin S. Sly a resident of Discovery Bay, California, (the...Executive Employment Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Delaware
EXHIBIT 10.8 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of _________, 2003 between Advancis Pharmaceutical Corporation, a Delaware corporation (the "Company"), and _____________________ ("Indemnitee")....Indemnification Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Delaware
Exhibit 10.26 CONSULTING AGREEMENT This Agreement dated this 18th day of August 2000, is executed by and between Advanced Pharma, Inc., a Delaware corporation ("COMPANY"), located at 15200 Shady Grove Road, Suite 350, Rockville, Maryland 20850 and...Consulting Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
LEASELease Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Maryland
BACKGROUND ----------Credit and Security Agreement • October 3rd, 2006 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
Exhibit 10.30 ADVANCIS PHARMACEUTICAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made this 1st day of September 2003 by and between Darren Buchwald a resident of Ellicott City, Maryland (the...Executive Employment Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
EXHIBIT 10.28 ADVANCIS PHARMACEUTICAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made this 13th day of August 2003 by and between Sandra E. Wassink a resident of Frederick, Maryland, (the...Executive Employment Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
ARTICLE 1 DEFINITIONSDevelopment and License Agreement • October 9th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
BACKGROUNDAdvancis Pharmaceutical Corp • August 1st, 2003 • Delaware
CREDIT AGREEMENT MarylandCredit Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Maryland
EXHIBIT 10.35 SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY, DISTRIBUTION AND MARKETING AGREEMENT (the "Agreement") is hereby entered into and effective as of September 4, 2003 (the "Effective Date") by and between Advancis Pharmaceutical Corporation...Supply and Distribution Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
MIDDLEBROOK PHARMACEUTICALS, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 13th, 2009 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 1st day of April 2008 by and between Susan P. Clausen, Ph.D., a resident of Ijamsville, Maryland, (the “Employee”), and Middlebrook Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and formerly known as Advancis Pharmaceutical Corporation (the “Company”).
ContractWarrant Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2009 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 29, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
BACKGROUNDNote Issuance Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January __, 2008, by and among (i) MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).
ADVANCIS PHARMACEUTICAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 10th, 2005 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 4th day of August 2004 by and between Joseph J. Rogus, P.E., a resident of Whitehouse Station, New Jersey (the “Employee”), and Advancis Pharmaceutical Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 13th, 2009 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ____________ by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). This Agreement shall be effective as of the date the Indemnitee became a member of the Board of Directors of the Company or an employee of the Company, as applicable (the “Effective Date”).
MIDDLEBROOK PHARMACEUTICALS, INC.Executive Employment Agreement • November 26th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of November 19, 2007 (the “Effective Date”) by and between Sandra E. Wassink (the “Employee”), and MiddleBrook Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and formerly known as Advancis Pharmaceutical Corporation (the “Company”).
STOCK PURCHASE AGREEMENT among DEERFIELD PRIVATE DESIGN INTERNATIONAL FUND, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P., DEERFIELD SPECIAL SITUATIONS INTERNATIONAL LIMITED, DEERFIELD PRIVATE DESIGN FUND, L.P., DEERFIELD MANAGEMENT, L.P., KEF...Stock Purchase Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2007, is between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), the Persons set forth on Appendix 1 (each a “Stockholder” and together, the “Stockholders”), Deerfield Management, L.P., a Delaware limited partnership (the “Stockholder Representative”) and Kef Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”).
CONSULTING AGREEMENTConsulting Agreement • July 8th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement dated this 30th day of June 2008, is executed by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), located at 20425 Seneca Meadows Parkway, Germantown, MD 20876, and Robert C. Low (“Consultant”), located at PO Box 547, Vienna, VA 22183-0547 (the “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of the 24th day of January, 2008 (the “Effective Date”) by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 20425 Seneca Meadows Parkway, Germantown, Maryland 20876 (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.23 AMENDMENT TO STOCK PURCHASE PLEDGE AGREEMENT This Amendment to Stock Purchase Pledge Agreement (this "AMENDMENT") is made as of the 12th day of June, 2002, by and between Advancis Pharmaceutical Corporation, a Delaware corporation...Stock Purchase Pledge Agreement • September 5th, 2003 • Advancis Pharmaceutical Corp • Pharmaceutical preparations
EXHIBIT 10.17 STOCK RESTRICTION AGREEMENT THIS STOCK RESTRICTION AGREEMENT (the "Agreement") is made as of the ____ day of ______________, ____, by and between Advancis Pharmaceutical Corporation, a Delaware corporation (the "Company"), and...Stock Restriction Agreement • August 1st, 2003 • Advancis Pharmaceutical Corp • Delaware
CONSULTING AGREEMENTConsulting Agreement • July 8th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This agreement dated this 1st day of July, 2008 (the “Effective Date”), is executed by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), located at 20425 Seneca Meadows Parkway, Germantown, MD 20876, and John S. Thievon (the “Consultant”), located in Denton County, Texas (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2006 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 11, 2006, by and among (i) Advancis Pharmaceutical Corporation, a Delaware corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).
AGREEMENT REGARDING REDEMPTION OF WARRANTS AND EXERCISE OF STOCK PURCHASE RIGHTRedemption of Warrants and Exercise of Stock Purchase Right • July 8th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement Regarding Redemption of Warrants and Exercise of Stock Purchase Right (“Agreement”) is dated as of the 1st day of July, 2008 (the “Effective Date”) by and among (i) MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (ii) Deerfield Private Design Fund, L.P., a Delaware limited partnership (“Deerfield Design”), Deerfield Private Design International, L.P., a British Virgin Islands limited partnership (“Deerfield Design International”), Deerfield Special Situations Fund, L.P., a Delaware limited partnership (“Deerfield Special Situations”), Deerfield Special Situations Fund International Limited, a British Virgin Islands limited company (“Deerfield Special Situations International” and collectively with Deerfield Design, Deerfield Design International and Deerfield Special Situations, the “Deerfield Entities”), Kef Pharmaceuticals, Inc., a Delaware corporation (“Kef”), Lex Pharmaceuticals, Inc., a Delaware corporation (“Lex”), and Deerfield Manag
WARRANT NO. NUMBER OF SHARES:Warrant Agreement • January 30th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Warrant is issued to ___________, or its registered assigns (the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of January 24, 2008, between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
PATENT LICENSE AGREEMENTPatent License Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PATENT LICENSE AGREEMENT (this “Agreement”) is made as of , 200___ between MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (“MiddleBrook”) and KEF PHARMACEUTICALS, INC., a Delaware corporation (“Kef”). MiddleBrook and Kef are each referred to individually as a “Party,” and collectively as the “Parties.”
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • March 10th, 2005 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • New York
THIS COMMERCIAL SUPPLY AGREEMENT (this “Agreement”) is made as of December 3, 2004 (the “Effective Date”), by and between ADVANCIS PHARMACEUTICAL CORPORATION, a Delaware corporation (“Advancis”), and CEPH INTERNATIONAL CORPORATION, a Commonwealth of Puerto Rico corporation (“CEPH”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2007, by and between MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and DEERFIELD PRIVATE DESIGN FUND, L.P. (“Deerfield Design”), DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. (“Deerfield Design International”), DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“Deerfield Special Situations”), DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED (“Deerfield Special Situations International”).
