EXHIBIT 10.21 SOMAXON PHARMACEUTICALS, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "AGREEMENT") is effective as of August 25, 2003 (the "EFFECTIVE DATE"), by and between SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (the...Consulting Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
WITNESSETHLicense Agreement • November 23rd, 2005 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
EXHIBIT 4.2 SOMAXON PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
Exhibit 10.7 SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT") made and entered into as of August 15, 2003 between SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (the "COMPANY"), and Kenneth Cohen who...Employment Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
Exhibit 10.17 LICENSE AGREEMENT by and between BioTie Therapies Corp.License Agreement • November 23rd, 2005 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • England
Exhibit 10.9 SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT") made and entered into as of April 14, 2005, between SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (the "COMPANY"), and Dr. Philip Jochelson...Employment Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
Exhibit 10.12 SOMAXON PHARMACEUTICALS, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT ("AGREEMENT") is made as of August 15, 2003 by and between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"),...Restricted Stock Purchase Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
RECITALSLicense Agreement • November 23rd, 2005 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • August 2nd, 2011 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Citadel Securities LLC (“Citadel”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000 on the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
EXHIBIT 10.16 AMENDMENT NO. 1 TO LICENSE AGREEMENT Reference is made to the License Agreement ("Agreement") dated August 25, 2003 by and between Somaxon Pharmaceuticals, Inc. ("Somaxon") and ProCom One, Inc. ("ProCom One"). All capitalized terms used...License Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc.
Exhibit 1.1 __________ SHARES SOMAXON PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT December __, 2005Somaxon Pharmaceuticals, Inc. • December 13th, 2005 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2008 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21st, 2008, is by and between SOMAXON PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
8,800,000 Shares SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2010 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Introductory. Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) an aggregate of 8,800,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The 8,800,000 Shares to be sold by the Company are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 1,320,000 Shares. The additional 1,320,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.”
SOMAXON PHARMACEUTICALS, INC. 9,422,496 shares of Common Stock and Warrants to purchase up to 4,711,248 shares of Common Stock PLACEMENT AGENT AGREEMENTSomaxon Pharmaceuticals, Inc. • July 20th, 2012 • Pharmaceutical preparations • New York
SUBLEASESomaxon Pharmaceuticals, Inc. • October 7th, 2005
SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2011 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made and entered into effective as of September 30, 2011 (the “Effective Date”) between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael D. Allen, an individual (“Executive”).
RECITALSLicense Agreement • November 23rd, 2005 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractSomaxon Pharmaceuticals, Inc. • August 2nd, 2011 • 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 FOR 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 LAWS 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.
SEPARATION AGREEMENTSeparation Agreement • August 7th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Separation Agreement (this “Agreement”) is entered into between Meg M. McGilley (“Employee”), and Somaxon Pharmaceuticals, Inc. (the “Company”), as of May 14, 2009 (the “Effective Date”).
SOMAXON PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • March 13th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations
Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PERNIX THERAPEUTICS HOLDINGS, INC., PERNIX ACQUISITION CORP. I AND SOMAXON PHARMACEUTICALS, INC. DATED AS OF DECEMBER 10, 2012Agreement and Plan of Merger • December 11th, 2012 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2012 (this “Agreement”), by and among Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Parent”), Pernix Acquisition Corp. I, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Hereinafter, Parent, Merger Sub and the Company shall be referred to individually as a “party” or collectively as the “parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2011 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 2, 2011 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“SVB”) (each a “Lender” and collectively, the “Lenders”), and SOMAXON PHARMACEUTICALS, INC., a Delaware corporation with offices located at 3570 Carmel Mountain Road, Suite 100, San Diego, California 92130 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractSomaxon Pharmaceuticals, Inc. • May 22nd, 2008 • 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 FOR 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 LAWS 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.
AMENDED AND RESTATED LICENSE AGREEMENTAmended and Restated License Agreement • November 10th, 2010 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Amended and Restated License Agreement (“Agreement”) is made and entered into as of September 15, 2010 (the “Agreement Date”), and is deemed effective as of the Effective Date (hereinafter defined), by and between Somaxon Pharmaceuticals, Inc. (“Somaxon”) and ProCom One, Inc. (“ProCom One”).
RECITALSIndemnification Agreement • November 30th, 2005 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
ContractSomaxon Pharmaceuticals, Inc. • March 9th, 2012 • 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 FOR 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 LAWS 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.
Somaxon Pharmaceuticals, Inc. 10935 Vista Sorrento Parkway, Suite 250 San Diego, California 92130 Gentlemen:Somaxon Pharmaceuticals, Inc. • July 20th, 2012 • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as follows:
LICENSE AGREEMENT DATED AS OF APRIL 26, 2012 BY AND BETWEEN SOMAXON PHARMACEUTICALS, INC. AND CJ CHEILJEDANG CORPORATIONLicense Agreement • May 17th, 2012 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made as of April 26, 2012 (the “Effective Date”), by and between Somaxon Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 10935 Vista Sorrento Parkway, Suite 250, San Diego, California 92130, USA (“Somaxon”), and CJ CheilJedang Corporation, a corporation duly incorporated under the laws of the Republic of Korea with its registered address at CJ Cheiljedang Center, 330, Dongho-ro, Jung-gu, Seoul, 100-400, Korea (“Licensee”). Somaxon and Licensee may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
RELEASESomaxon Pharmaceuticals, Inc. • March 12th, 2008 • Pharmaceutical preparations
Certain capitalized terms used in this Release are defined in the Employment Agreement by and between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Kenneth Cohen (“Executive”) dated as of August 15, 2003 (as amended to date, the “Agreement”), which Executive has previously executed and of which this Release is a part. This Release shall be effective on the eighth (8th) day following Executive’s execution hereof (the “Effective Date”).
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • July 19th, 2012 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
The Court, upon the consent and request of Plaintiffs Somaxon Pharmaceuticals, Inc. and ProCom One, Inc. (collectively, “Plaintiffs”) and Defendants Par Pharmaceutical, Inc. and Par Pharmaceutical Companies, Inc. (collectively “Par”), hereby Finds:
SOMAXON PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
AMENDMENT NO. 1 TO Employment Agreement (this “Amendment”) made and entered into effective as of August 7, 2008, between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David F. Hale, an individual (“Executive”).
AGREEMENT OF TERMINATION by and between BIOTIE THERAPIES CORP. and SOMAXON PHARMACEUTICALS, INC.Somaxon Pharmaceuticals, Inc. • May 8th, 2009 • Pharmaceutical preparations • England
THIS AGREEMENT OF TERMINATION (hereinafter the “Agreement of Termination”) is entered into on this the 12th day of March 2009, by and between
Manufacturing Services Agreement Between Patheon Pharmaceuticals Inc. and Somaxon Pharmaceuticals, Inc. February 1, 2006Manufacturing Services Agreement • May 11th, 2006 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
EXHIBIT 10.22 SOMAXON PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT ("AGREEMENT") is made as of April 15, 2004 by and among Somaxon Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), ProCom One,...Common Stock Purchase Agreement • October 7th, 2005 • Somaxon Pharmaceuticals, Inc. • California
SUBLEASE AMENDMENT AND TERMINATION AGREEMENTSublease Amendment and Termination Agreement • April 24th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations
This Sublease Amendment and Termination Agreement (“Agreement”) is entered into as of April 23, 2009 by and between Avnet, Inc., a New York corporation (“Sublessor”) and Somaxon Pharmaceuticals, Inc. a Delaware corporation (“Sublessee”).
