Standard Contracts
CADENCE PHARMACEUTICALS, INC. (a Delaware corporation) 19,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2011 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
CADENCE PHARMACEUTICALS, INC. (a Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 10th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2014 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Malcolm Lloyd-Smith (“Executive”), and shall be effective as of December 12, 2008 (the “Effective Date”).
ContractWarrant Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT AND PLAN OF MERGER AMONG MALLINCKRODT PUBLIC LIMITED COMPANY, MADISON MERGER SUB, INC. and CADENCE PHARMACEUTICALS, INC. Dated as of February 10, 2014Merger Agreement • February 11th, 2014 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WARRANT TO PURCHASE STOCKWarrant Agreement • December 3rd, 2007 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement dated as of February 17, 2006, as amended by that certain First Amendment to Loan and Security Agreement dated as of September 13, 2007, as further amended by that certain Second Amendment to Loan and Security Agreement of even date herewith (as amended, the “Loan Agreement”) entered into by and among OXFORD FINANCE CORPORATION (“Holder”), Silicon Valley Bank, Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., and the company named above (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of Common Stock (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set fo
ContractWarrant Agreement • December 6th, 2012 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
IV APAP AGREEMENT (US and Canada) by and between BRISTOL-MYERS SQUIBB COMPANY and CADENCE PHARMACEUTICALS, INC. February 21, 2006Apap Agreement • September 25th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
This IV APAP Agreement (US and Canada) (the “Agreement”) is entered into as of February 21, 2006 (the “Execution Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation having an address at 345 Park Avenue, New York, New York 10154 (“BMS”), and Cadence Pharmaceuticals, Inc., a Delaware corporation having an address at 12730 High Bluff Drive, San Diego, California 92130 (“Cadence”), effective as of March 29, 2006 (the “Effective Date”). Cadence and BMS are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2011 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated December 22, 2011 by and among OXFORD FINANCE LLC, successor-in-interest to Oxford Finance Corporation (“Oxford”), Oxford in its capacity as collateral agent on behalf of the Lenders (the “Collateral Agent”); SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”); GENERAL ELECTRIC CAPITAL CORPORATION (as successor-by-assignment to GE Business Financial Services Inc.) (“GECC”) (Oxford, SVB and GECC, each a “Lender” and collectively “Lenders”); and CADENCE PHARMACEUTICALS, INC., a Delaware corporation, whose address is 12481 High Bluff Drive, Suite 200, San Diego, California 92130 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2006 by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Cadence Pharmaceuticals, Inc. Amended and Restated Restricted Common Stock Purchase AgreementRestricted Common Stock Purchase Agreement • August 30th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amended and Restated Restricted Common Stock Purchase Agreement (the “Agreement”) is made as of this ___ day of November, 2004, by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (formerly known as Strata Pharmaceuticals, Inc.) (the “Company”), and [PURCHASER] (“Purchaser”).
COLLABORATION AND LICENSE AGREEMENT between MICROLOGIX BIOTECH INC. and STRATA PHARMACEUTICALS INC. Dated: July 30, 2004Collaboration and License Agreement • September 25th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Collaboration and License Agreement (this “Agreement”) is made as of July 30, 2004 (the “Effective Date”) by and between Micrologix Biotech Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 (“Micrologix”) and Strata Pharmaceuticals Inc., a corporation having its offices at 10923 Coverhurst Way, San Diego, California 92130, USA (“Strata”). Micrologix and Strata are sometimes referred to collectively herein as the “Parties” or singly as a “Party”.
LONG TERM SUPPLY AGREEMENTLong Term Supply Agreement • December 5th, 2008 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • England and Wales
This Long Term Supply Agreement (the “Agreement”) is entered into as of the 1st day of December, 2008 (the “Effective Date”), by and between SOLVAY SA, a Belgian corporation having a place of business at 33, rue du Prince Albert, B-1050 Bruxelles, Belgium, acting for itself and on behalf of its Affiliates (as hereinafter defined) (“Solvay”) and CADENCE PHARMACEUTICALS, INC., a Delaware corporation having a place of business at 12481 High Bluff Drive, Suite 200, San Diego, California, 92130, United States of America (“Cadence”).
CADENCE PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 15th, 2008 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of this 14th day of February, 2008, by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2009 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
Attached as Exhibit D-I hereto is a draft of the “Plan of Distribution” section of the Registration Statement. Do you propose to offer or sell any Shares of Common Stock to be registered on the Registration Statement by means other than those described in Exhibit D-I?
Confidential AMENDED & RESTATED DEVELOPMENT AND SUPPLY AGREEMENT By and Between CADENCE PHARMACEUTICALS, INC. and BAXTER HEALTHCARE CORPORATIONDevelopment and Supply Agreement • February 2nd, 2011 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
This AMENDED AND RESTATED DEVELOPMENT AND SUPPLY AGREEMENT, (this “Agreement”) is effective as of January 28, 2011 (the “Effective Date”) by and between CADENCE PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 12481 High Bluff Drive, Suite 200, San Diego, CA 92130 (“Cadence”) and BAXTER HEALTHCARE CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having its principal office at One Baxter Parkway, Deerfield, Illinois 60015 (“Baxter”). All references to “Cadence” and “Baxter” will include their respective Affiliates.
AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 9th, 2008 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Reference is made to that certain Collaboration and License Agreement dated as of June 30, 2004, and amended as of October 6, 2006 (“Agreement”), by and between Migenix, Inc., formerly known as Micrologix Biotech Inc. (“Migenix”), and Cadence Pharmaceuticals, Inc. formerly known as Strata Pharmaceuticals Inc., (“Cadence”). All initially capitalized terms not defined herein shall have the same meaning given to such terms in the Agreement.
CADENCE PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 2nd, 2009 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.0001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
MANUFACTURING AND SUPPLY AGREEMENT dated as of March 4, 2013 by and between Laboratorios Grifols, S.A. and Cadence Pharmaceuticals, Inc.Manufacturing and Supply Agreement • May 3rd, 2013 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) dated as of the 4th day of March, 2013 (the “Effective Date”), is made by and between Laboratorios Grifols, S.A. (“Grifols”), a corporation organized under the laws of Spain, having its principal office at Calle Can Guasch, no. 2, Parets del Valles, Barcelona, Spain, and Cadence Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, U.S.A., having its principal office at 12481 High Bluff Drive, Suite 200, San Diego, California, 92130 (“Cadence”).
WARRANT TO PURCHASE STOCKWarrant Agreement • December 3rd, 2007 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement dated as of February 17, 2006, as amended by that certain First Amendment to Loan and Security Agreement dated as of September 13, 2007, as further amended by that certain Second Amendment to Loan and Security Agreement of even date herewith (as amended, the “Loan Agreement”) entered into by and among SILICON VALLEY BANK (“Holder”), Oxford Finance Corporation, Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., and the company named above (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of Common Stock (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued i
CADENCE PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2014 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Cadence Pharmaceuticals, Inc., a Delaware corporation (together with any successors, the “Company”), pursuant to its 2006 Equity Incentive Award Plan (as amended to date, the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.0001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
ContractLicense Agreement • December 5th, 2008 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • England and Wales
CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated February 17, 2006 by and among OXFORD FINANCE CORPORATION (“Oxford”); SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”) (SVB and Oxford each individually a “Lender”, and collectively the “Lenders”), and CADENCE PHARMACEUTICALS, INC., a Delaware corporation, whose address is 12730 High Bluff Drive, Suite 410, San Diego, California 92130 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
OPTION AGREEMENTOption Agreement • August 6th, 2010 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2012 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of December 5, 2012, by and between OXFORD FINANCE LLC (in its individual capacity as Collateral Agent, “Collateral Agent”), the Lenders party to the Loan Agreement, and CADENCE PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 3rd, 2007 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of November, 2007, by and among Oxford Finance Corporation, as Agent (“Collateral Agent”), Oxford Finance Corporation, Silicon Valley Bank and Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc. (each a “Lender” and collectively “Lenders”) and Cadence Pharmaceuticals, Inc., a Delaware corporation (“Borrower”) whose address is 12481 High Bluff Drive, Suite 200, San Diego, California 92130.
SECOND AMENDMENT TO LEASE (High Bluff Ridge)Lease • March 13th, 2012 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of December 8, 2011 the “Effective Date”), by and between PRII HIGH BLUFFS LLC, a Delaware limited liability company, and COLLINS CORPORATE CENTER PARTNERS, LLC, a Delaware limited liability company, as tenants in common (“Landlord”), and CADENCE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
PHARMATOP LICENSE AGREEMENTLicense Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • New York
This agreement (the “Agreement”) is entered into as of the 23rd day of December, 2002 by and among SCR Pharmatop, a civil law partnership organized under the laws of France, having its head office’s address at 10, Square St. Florentin, 78150 Le Chesnay, France, recorded with the Register of Commerce and Companies of Versailles under No. 407552702 (“PHARMATOP”), and Bristol-Myers Squibb Company, a corporation organized under the laws of the State of Delaware, USA, having its head office’s address at 345 Park Avenue, New York, New York 10154 USA (referred to hereafter as “BMS”).
SUBLEASESublease • July 17th, 2006 • Cadence Pharmaceuticals Inc
THIS SUBLEASE (the “Sublease”) is dated for reference purposes only as of the 31st day of August, 2004, and is by and between Townsend and Townsend and Crew, LLP, a California limited liability partnership (“Sublessor”) and Strata Pharmaceuticals, Inc., a Delaware corporation (“Sublessee”).
THIRD AMENDMENT TO LEASE (High Bluff Ridge)Lease • September 27th, 2013 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of September 24, 2013, by and between PRII HIGH BLUFFS LLC, a Delaware limited liability company, and COLLINS CORPORATE CENTER PARTNERS, LLC, a Delaware limited liability company, as tenants in common (“Landlord”), and CADENCE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [NAME] (“Executive”), and shall be effective as of July 7, 2006 (the “Effective Date”).
SETTLEMENT AND TERMINATION AGREEMENTSettlement and Termination Agreement • May 3rd, 2013 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations
This SETTLEMENT AND TERMINATION AGREEMENT, (this “Termination Agreement”) is effective as of March 5, 2013 (the “Effective Date”) by and between CADENCE PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 12481 High Bluff Drive, Suite 200, San Diego, California 92130 (“Cadence”), and BAXTER HEALTHCARE CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having its principal office at One Baxter Parkway, Deerfield, Illinois 60015 (“Baxter”). All references to “Cadence” and “Baxter” will include their respective Affiliates. Baxter and Cadence are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENT between MICROLOGIX BIOTECH INC. and STRATA PHARMACEUTICALS INC. Dated: July 30, 2004Collaboration and License Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • Delaware
This Collaboration and License Agreement (this “Agreement”) is made as of July 30, 2004 (the “Effective Date”) by and between Micrologix Biotech Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 (“Micrologix”) and Strata Pharmaceuticals Inc., a corporation having its offices at 10923 Coverhurst Way, San Diego, California 92130, USA (“Strata”). Micrologix and Strata are sometimes referred to collectively herein as the “Parties” or singly as a “Party”.
CLINICAL SUPPLY AGREEMENT between LAWRENCE LABORATORIES and CADENCE PHARMACEUTICALS, INC. dated as of February 21, 2006Clinical Supply Agreement • September 25th, 2006 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Clinical Supply Agreement (the “Agreement”) is entered into as of February 21, 2006 (the “Execution Date”) by and among Lawrence Laboratories, an indirect wholly-owned subsidiary of Parent (as defined below) and a corporation organized under the laws of Ireland with its registered office at Unit 12, Distribution Centre, Shannon Industrial Estate, Shannon, County Clare, Ireland (“BMS” ), Cadence Pharmaceuticals, Inc., a Delaware corporation having an address at 12730 High Bluff Drive, San Diego, California 92130 (“Cadence” ), and, solely for the purposes of Section 9.15 hereof, Bristol-Myers Squibb Company, a Delaware corporation having an address at 345 Park Avenue, New York, New York 10154 (“Parent”) and is effective as of March 29, 2006 (the “Effective Date” ). BMS and Cadence are sometimes collectively referred to herein collectively as the “Parties” and each individually as a “Party.”
CADENCE PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 21, 2006Investor Rights Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
This Agreement supersedes and replaces that certain Amended and Restated Investor Rights Agreement, dated September 30, 2005 (the “Prior Agreement”), entered into by and among the Company and the other parties thereto, contingent upon and effective as of the Closing (as defined in the Purchase Agreement).
