AMPHASTAR PHARMACEUTICALS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 15, 2023 2.00% Convertible Senior Notes due 2029Amphastar Pharmaceuticals, Inc. • September 15th, 2023 • Pharmaceutical preparations • New York
INDENTURE, dated as of September 15, 2023, between AMPHASTAR PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AMPHASTAR PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of the day of , 20 , by and between AMPHASTAR PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
Employment AgreementEmployment Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made as of May 19, 2014 between Amphastar Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Marilyn Purchase (the “Executive”).
140,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of August 4, 2021 by and among AMPHASTAR PHARMACEUTICALS, INC., TOGETHER WITH THE OTHER PERSONS THAT ARE NOW OR FROM TIME TO TIME BECOME BORROWERS HEREUNDER, as Borrowers, THE OTHER PERSONS PARTY...Credit Agreement • November 9th, 2021 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of August 4, 2021, by and among Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Amphastar”; together with each other entity that from time to time becomes a borrower under this Agreement in accordance with the terms hereof, collectively, the “Borrowers” and individually a “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Capital One, National Association, a national banking association (in its individual capacity, “Capital One”) as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swing Lender) and such Lenders.
DISTRIBUTION AGREEMENTDistribution Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
DISTRIBUTION AGREEMENT, dated as of May 2, 2005, by and between Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Seller”) and Andrx Pharmaceuticals, Inc., a Florida corporation (“Purchaser”).
AMPHASTAR PHARMACEUTICALS, INC. (a Delaware corporation) [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMERCIAL SECURITY AGREEMENTAmphastar Pharmaceuticals, Inc. • May 13th, 2005 • Pharmaceutical preparations • California
THIS COMMERCIAL SECURITY AGREEMENT dated 3/1/04, is made and executed between INTERNATIONAL MEDICATION SYSTEMS, LIMITED ("Grantor") and BANK OF THE WEST ("Lender").
LOAN AGREEMENTLoan Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AGREEMENT (this “Agreement”), dated as of April 22, 2014, is entered into between CATHAY BANK, a California banking corporation (“Lender”), on the one hand, and AMPHASTAR PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
REVOLVING LOAN AND SECURITY AGREEMENT by and between AMPHASTAR PHARMACEUTICALS, INC., a Delaware corporation, and CATHAY BANK, a California banking corporation Dated as of April 10, 2012Revolving Loan and Security Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS REVOLVING LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of the above date between CATHAY BANK, a California banking corporation (“Lender”), with offices at 9650 Flair Drive, El Monte, California 91731, and AMPHASTAR PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), whose chief executive office is located at 11570 6th Street, Rancho Cucamonga, California 91730 (“Borrower’s Address”).
Transfer Contract for the Right to the Use of State-owned Land NKTZHZ [2009] No. (012)Amphastar Pharmaceuticals, Inc. • May 20th, 2014 • Pharmaceutical preparations
Pursuant to the Interim Regulations of the People’s Republic of China Concerning the Assignment and Transfer of the Right to the Use of State-owned Land in the Urban Areas and other relevant laws and regulations, the two parties are hereby entering into this contract regarding the transfer and assignment of the right to the use of state-owned land by following the principles of being equal, voluntary, fair and mutually beneficial with thorough consultation.
Transfer Contract for the Right to the Use of State-owned Land NKTZHZ [2010] No. (016)Supplemental Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Interim Regulations of the People’s Republic of China Concerning the Assignment and Transfer of the Right to the Use of State-owned Land in the Urban Areas and other relevant laws and regulations, the two parties are hereby entering into this contract regarding the transfer and assignment of the right to the use of state-owned land by following the principles of being equal, voluntary, fair and mutually beneficial with thorough consultation.
LONG-TERM SUPPLY AGREEMENTLong-Term Supply Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Supply Agreement (this “Agreement”) dated the 30th of November, 2008, is by and between Qingdao Jiulong Biopharmaceutical Co., Ltd. located at Qingdao Jiulong Industrial Area, Jiaozhou, Qingdao, Shandong, P.R. China, 266319 (the “Supplier”) and International Medication Systems, Ltd. located at 1886 Santa Anita Avenue, South El Monte, California 91733 (the “Buyer”).
SUPPLY AGREEMENT dated as of December 16, 2004 between WYETH, acting through its Wyeth Consumer Healthcare Division and ARMSTRONG PHARMACEUTICALS, INC. For Turnkey Manufacture and Supply of Primatene MistSupply Agreement • October 27th, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT is made and entered into as of this 16th day of December 2004 (the "Effective Date"), between WYETH, a corporation organized and existing under the laws of Delaware, acting through its Wyeth Consumer Healthcare Division, and having an address at Five Giralda Farms, Madison, New Jersey 07940 ("WYETH") and ARMSTRONG PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware and having an address at 423 LaGrange Street, West Roxbury, Massachusetts 02132 ("ARMSTRONG").
Agreement Concerning Investment of Amphastar Nanjing Pharmaceuticals Co., Ltd. in Innovative Electronic Medical Equipment Project Date: July 5, 2010 Location: NanjingInvestment Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
The Nanjing Economic and Technological Development Zone (hereinafter referred to as “Development Zone”) is a state-level economic and technological developmental zone officially recognized by the State Council. The Management Committee of the Nanjing Economic and Technological Development Zone (hereinafter referred to as the “Management Committee”) is an agency assigned by the Nanjing Municipal Government and granted full administrative power over the Nanjing Economic and Technological Development Zone.
REGISTRATION RIGHTS AGREEMENT Dated as of February 4, 2005 between AMPHASTAR PHARMACEUTICALS, INC. and LOTUS CHINA FUND, L.P.Registration Rights Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the 4th day of February, 2005, by and between Amphastar Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Lotus China Fund, L.P. a Cayman Islands limited partnership (the “Investor”).
ASSET PURCHASE AGREEMENT (LONG FORM) AMONG DIOSYNTH FRANCE (AS SELLER) AMPHASTAR FRANCE PHARMACEUTICALS SAS (AS BUYER) AND SCHERING-PLOUGH April 30, 2014Asset Purchase Agreement • May 20th, 2014 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties herein contained and intending to be legally bound hereby, the Parties hereto hereby agree as follows:
BUSINESS LOAN AGREEMENTAmphastar Pharmaceuticals, Inc. • May 13th, 2005 • Pharmaceutical preparations • California
THIS BUSINESS LOAN AGREEMENT dated February 25, 2004, is made and executed between INTERNATIONAL MEDICATION SYSTEMS, LIMITED ("Borrower") and BANK OF THE WEST ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting. renewing, or extending any Loan. Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement: (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion: and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
LEASE by and between DENNIS A. JEBBIA, a married man as his sole and separate property, GLORIA JEBBIA, an unmarried woman, and GLORIA JEBBIA, As Trustee Of The Norf James Jebbia Testamentary Trust Dated October 18, 1982, as Landlord and INTERNATIONAL...Agreement • February 11th, 2005 • Amphastar Pharmaceuticals, Inc. • California
THIS LEASE ("Lease") is made and entered into as of July 24, 1990, by-and between Dennis A. Jebbia, a married man as his sole and separate property, Gloria Jebbia, an unmarried woman, and Gloria Jebbia, as Trustee of the Norf James Jebbia Testamentary Trust dated October 18, 1982, as landlord ("Landlord"), and International Medication Systems, Limited, a Delaware corporation, as tenant ("Tenant").
AMPHASTAR PHARMACEUTICALS, INC. LETTERHEAD]Loan Agreement • May 13th, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This is to confirm the terms of our amendment to the revolving line of credit between Cathay Bank and Amphastar Pharmaceuticals, Inc. dated March 20, 2001, as amended (the "Agreement").
Settlement AgreementAsset Sale Agreement • May 13th, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
This Settlement Agreement concerning the Toll Manufacturing Agreement and to the Asset Sale Agreement both dated June 26, 2003, is made effective as of December 20, 2004 ("Effective Date"), by and between Amphastar Pharmaceuticals, Inc., a company incorporated under the laws of Delaware, having its principal office at 11570 Sixth Street Rancho Cucamonga, CA, 91730 (hereinafter "Amphastar") and Organon USA Inc., a corporation incorporated under the laws of New Jersey, having a place of business at 56 Livingston Avenue, Roseland, NJ 07068 (hereinafter "Organon")
Nanjing Qianqia Enterprise Management Consulting Center (Limited Partnership) Partnership AgreementPartnership Agreement • August 9th, 2018 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
After a consensus has been reached through negotiation, the Partnership Agreement (hereinafter referred to as "the Agreement") is hereby concluded by the general partner and limited partners of the Partnership Enterprise (Limited Partnership) for abidance.
TRANSITION SERVICES AGREEMENT BETWEEN ELI LILLY AND COMPANY AND AMPHASTAR PHARMACEUTICALS, INC. DATED AS OF June 30, 2023Transition Services Agreement • August 9th, 2023 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 30, 2023 (the “Closing Date”), is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Recipient”). Each of Lilly and Recipient may be referred to individually as a “Party” and collectively as the “Parties.”
Agreement of Amphastar-IMS Employee Incentive Plan, 1998Amphastar Pharmaceuticals, Inc. • May 13th, 2005 • Pharmaceutical preparations • California
This Agreement (the" Agreement") is made and entered on 07/16/1998, by and between the Optionee and Amphastar Pharmaceuticals, Inc. (the "Company") for Amphastar-IMS Employee Incentive Plan, 1998 (the "Plan"). The Agreement becomes effective only after the cover page, The Notice and Agreement of Grant of Stock Options for Amphastar 1998 Employee Incentive Plan (the "Notice") is signed by both the Optionee and the Company.
Exclusivity AgreementAmphastar Pharmaceuticals, Inc. • May 13th, 2005 • Pharmaceutical preparations • California
We are writing to verify that Shanghai No.1 Biochemical and Pharmaceutical Co., Ltd. ("SBPC") agrees to exclusively sell Heparin Sodium pharmaceutical active ingredient from porcine origin (the "Raw Materia1") to Amphastar Pharmaceutica1s, Inc. ("Amphastar") in North America and Amphastar agrees to purchase the Raw Material only from SBPC.
FOURTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • March 15th, 2019 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
This fourth amendment (“Fourth Amendment”) to the Supply Agreement by and between MannKind Corporation (“MannKind”) and Amphastar Pharmaceuticals, Inc. (“Amphastar”), originally dated July 31, 2014 and as previously amended on October 31, 2014, November 9, 2016 and April 11, 2018 (collectively, the “Agreement”), is hereby made as of the 24 day of December, 2018, by and between MannKind on the one hand, and on the other hand, Amphastar.
ASSET PURCHASE AGREEMENT BY AND AMONG ELI LILLY AND COMPANY, AMPHASTAR MEDICATION CO., LLC, AND Amphastar Pharmaceuticals, Inc. DATED AS OF APRIL 21, 2023Asset Purchase Agreement • August 9th, 2023 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 21, 2023, is made by and among Amphastar Medication Co., LLC, a Delaware limited liability company (“Buyer”), Eli Lilly and Company, an Indiana corporation (“Seller”), and, solely for the purpose of Section 7.6 and Section 12.15 (and any provision of Article I or Article XII to give effect thereto), Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Buyer Guarantor”).
AMPHASTAR PHARMACEUTICALS, INC. March 27, 2006 Organon USA Inc. 56 Livingston Ave. Roseland, NJ, 07068 Attention: Huib Costermans, Chief Financial Officer Re: Amendment to Settlement Agreement and Asset Sale AgreementAmphastar Pharmaceuticals, Inc. • April 3rd, 2006 • Pharmaceutical preparations
This is to confirm our understanding concerning the $6 million final payment (the "Payment") owed in February 2006 by Amphastar to Organon under the Settlement Agreement dated December 20, 2004, and the Asset Sale Agreement entered into by the parties in 2003, as amended, pertaining to the sale of the U.S. product rights to Cortrosyn.
MANUFACTURING SERVICES AGREEMENT BETWEEN ELI LILLY AND COMPANY AND AMPHASTAR PHARMACEUTICALS, INC. DATED AS OF June 30, 2023Manufacturing Services Agreement • August 9th, 2023 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS MANUFACTURING SERVICES AGREEMENT (this “Agreement”) is made on June 30, 2023 (the “Closing Date”), by and between Eli Lilly and Company, an Indiana corporation (“Lilly”); and Amphastar Pharmaceuticals, Inc., a Delaware corporation (“Buyer”). Lilly and Buyer are hereinafter collectively referred to as the “Parties” and individually referred to as a “Party”.
MASTER SECURITY AGREEMENT dated as of August 1, 2005 ("Agreement")Master Security Agreement • August 15th, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Amphastar Pharmaceuticals, Inc. ("Debtor"). Secured Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation organized and existing under the laws of the state of DE ("the State"). Debtor's mailing address and chief place of business is 11570 Sixth Street, Rancho Cucamonga, CA 91730.
BUSINESS LOAN AGREEMENTCommercial Security Agreement • October 27th, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS BUSINESS LOAN AGREEMENT dated September 13, 2005, is made and executed between International Medication Systems, Limited ("Borrower") and East West Bank ("lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
SEVENTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • February 29th, 2024 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
This seventh amendment ("Seventh Amendment") to the Supply Agreement by and between MannKind Corporation ("MannKind") and Amphastar Pharmaceuticals, Inc. ("Amphastar"), originally dated July 31, 2014 and as previously amended on October 31, 2014, November 9, 2016 , April11, 2018, December 24, 2018, August 2, 2019 , and May 24, 2021, (collectively, the "Agreement"), is hereby made as of the December 22, 2023, by and between MannKind on the one hand, and on the other hand, Amphastar.
CONTRACT RESEARCH AGREEMENTContract Research Agreement • November 8th, 2022 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Contract Research Agreement (this “Agreement”) is entered into by and between the following parties on July 5, 2022 (the “Effective Date”):
SUBORDINATION AGREEMENTSubordination Agreement • February 11th, 2005 • Amphastar Pharmaceuticals, Inc. • New Jersey
THIS AGREEMENT is made and entered into as of the 5th day of August, 2003 by and between AMPHASTAR PHARMACEUTICALS, INC., a subsisting California corporation ("Amphastar"), andDRUG ROYALTY USA, INC., a subsisting Nevada corporation ("DRC").
DISTRIBUTION AGREEMENTDistribution Agreement • June 23rd, 2005 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
DISTRIBUTION AGREEMENT, dated as of May 2, 2005, by and between Amphastar Pharmaceuticals, Inc., a Delaware corporation ("Seller") and Andrx Pharmaceuticals, Inc., a Florida corporation ("Purchaser").
ContractSeventh Amendment and Termination Agreement • July 7th, 2016 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SEVENTH AMENDMENT AND TERMINATION AGREEMENT (the “Seventh Amendment”) is entered into on this 30th day of June, 2016 (the “Amendment Date”) by and between Amphastar Pharmaceuticals, Inc., a Delaware Corporation, (“Amphastar”) and Actavis Laboratories FL, Inc. (f/k/a Watson Laboratories, Inc. – Florida and as Andrx Pharmaceuticals, Inc.) (“Actavis” or “Purchaser”).
