Imprimis Pharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 27th, 2015 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2011 • Transdel Pharmaceuticals Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2011, between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and DermaStar International, LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2016 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this [●] day of December 2016 by and among Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT IMPRIMIS PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: April 30, 2012Imprimis Pharmaceuticals, Inc. • April 27th, 2012 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Imprimis Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnity Agreement, dated as of September __, 2007, is made by and between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on September 17, 2007, by and among TRANSDEL PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), TRANS-PHARMA ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and TRANS-PHARMA CORPORATION, a Nevada corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of the Effective Date, between Imprimis Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 20th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 19, 2017 (the “Effective Date”) among SWK Funding LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including HI Imprimis, LLC, SR-Imprimis, LLC and SWK Funding LLC in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Imprimis Pharmaceuticals, Inc., a Delaware corporation (“Imprimis”), IMPRIMIS NJOF, LLC, a New Jersey limited liability company (“NJOF”), ImprimisRx CA, Inc. (f/k/a South Coast Specialty Compounding, Inc.), a California corporation (“CA”), and IMPRIMISRX NJ, LLC (f/k/a Pharmacy Creations, LLC.), a New Jersey limited liability company (“NJ” and together with Imprimis, NJOF and CA, individually and collectively, jointly and severally
HARROW HEALTH, INC. 8.625% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENTHarrow Health, Inc. • June 17th, 2021 • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 7th, 2007 • Transdel Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 17, 2007, is made by and between Transdel Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Rolf Harms (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2016 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 19th day of December 2016, by and between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY AND CONSENTCredit Agreement and Guaranty • August 9th, 2023 • Harrow Health, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT AND GUARANTY, dated as of March 27, 2023 (this “Agreement”), among HARROW HEALTH, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower required to provide Guarantees from time to time hereunder, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
IMPRIMIS PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 16th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of ____________, 20__ (the “Grant Date”), is between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), an employee of the Company, pursuant to the Imprimis Pharmaceuticals, Inc. 2017 Incentive Stock and Awards Plan (the “Plan”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2013 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC, as representative (the “Representative”) and the other underwriters named in Schedule I annexed hereto (hereinafter referred to, collectively, as the “Underwriters” or, individually, as an “Underwriter”) as follows:
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATETransdel Pharmaceuticals Inc • May 15th, 2008 • Pharmaceutical preparations
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
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 OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Underwriter’s Warrant • October 26th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of Imprimis Pharmaceuticals, Inc., a corporation, duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of __________, 2012 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of ________ shares of common stock, $0.001par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.
ASSET PURCHASE AND LICENSE AGREEMENTAsset Purchase and License Agreement • June 20th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of May 9, 2017 (the “Effective Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and Eton Pharmaceuticals, Inc., a Delaware corporation (“Eton”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:
Consulting AgreementConsulting Agreement • November 13th, 2018 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as the last date provided for on the signature page and is entered into by and between Mark L. Baum, an individual (“Consultant”) and Melt Pharmaceuticals, Inc., a Nevada corporation with its principal address located at 12264 El Camino Real, Suite 350, San Diego, CA 92130 (the “Company”).
HARROW HEALTH, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2023 • Harrow Health, Inc. • Pharmaceutical preparations • New York
Consulting AgreementConsulting Agreement • August 14th, 2019 • Harrow Health, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as the last date provided for on the signature page and is entered into by and between Mark L. Baum, an individual (“Consultant”) and Mayfield Pharmaceuticals, Inc., a Delaware corporation with its principal address located at 12264 El Camino Real, Suite 350, San Diego, CA 92130 (the “Company”).
TRANSDEL PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels)
WAIVER AGREEMENTWaiver Agreement • May 10th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Waiver Agreement (the “Waiver Agreement”) is entered into as of this 17th of January 2012 by and between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and DermaStar International, LLC, a Nevada limited liability company (“DermaStar” and also the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 21st day of March 2017, by and between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2007, between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
IMPRIMIS PHARMACEUTICALS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 16th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _ day of ______, 20__ (the “Grant Date”), is between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Imprimis Pharmaceuticals, Inc. 2017 Incentive Stock and Awards Plan (the “Plan”).
Consulting AgreementConsulting Agreement • August 10th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as the last date provided for on the signature page and is entered into by and between John Saharek, an individual (“Consultant”) and Eton Pharmaceuticals, Inc., a Delaware corporation with its principal address located at 12264 El Camino Real, Suite 350, San Diego, CA 92130 (the “Company”).
IMPRIMIS PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2016 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), is made and entered into as of April 25, 2016, by and between Mark L. Baum (“Executive”) and Imprimis Pharmaceuticals, Inc. (the “Company”).
STOWE PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • March 13th, 2020 • Harrow Health, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is made and entered into as of 2/13/2020 (the “Effective Date”) by and between Stowe Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 102 Woodmont Blvd., Suite 610, Nashville, TN 37205 (the “Company”), and Andrew R. Boll, an individual with a principal place of business at 102 Woodmont Blvd., Suite 610, Nashville, TN 37205 (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Trans-Pharma CorporationTransdel Pharmaceuticals Inc • September 21st, 2007 • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
The undersigned, Trans-Pharma Corporation, a Nevada corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with WFG Investments, Inc., a Texas Corporation (the "Broker-Dealer"), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to $5.0 million of units consisting of shares of common stock and warrants to purchase common stock (the "Units") under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Units are to be offered on a "Best Efforts, Minimum- Maximum" basis with respect to all Units. The Units will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securities Act 1933, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”), effective as of February 15, 2012 (the “Effective Date”), is between Transdel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Joachim P.H. Schupp, M.D. (the “Executive”). Unless otherwise specified, capitalized terms used in this Agreement are defined in Section 21.
AMENDED AND RESTATED ASSET PURCHASE AND LICENSE AGREEMENTAsset Purchase and License Agreement • May 15th, 2018 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of the last date provided on the signature page (the “Restatement Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and SURFACE Pharmaceuticals, Inc., a Delaware corporation (“Surface”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 2nd, 2021 • Harrow Health, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (“Agreement”), dated as of the 1st day of September, 2021 (the “Closing Date”), is made and entered into on the terms and conditions hereinafter set forth, by and among MELT PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”); certain subsidiaries of Borrower from time to time party hereto as guarantors (each a “Guarantor” and collectively, jointly and severally, “Guarantors” and collectively with Borrower, each a “Loan Party” and collectively, “Loan Parties”); and Harrow Health, Inc., a Delaware corporation (“Harrow” or “Lender”).
STOCK PURCHASE AGREEMENT by and amongStock Purchase Agreement • December 2nd, 2014 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 26, 2014 (“Effective Date”), by and among Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”), Dennis Saadeh and Tina Sulic-Saadeh, (each, a “Seller” and collectively, the “Sellers”), South Coast Specialty Compounding (d/b/a Park Compounding), a California close corporation (the “Company”) which for tax purposes has made an election under subchapter S of the Internal Revenue Code of 1986, as amended, and Dennis Saadeh as Seller Representative. Each of the foregoing may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A hereto.
COMMISSION AGREEMENTCommission Agreement • March 23rd, 2016 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS COMMISSION AGREEMENT (this “Agreement”) effective as of December 21, 2015 (the “Effective Date”), is entered into between Imprimis Pharmaceuticals, INC., a Delaware corporation (“Imprimis”), having a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and Professional Compounding Centers of America, INC., a Texas corporation (“PCCA”), having a place of business at 9901 South Wilcrest Drive, Houston, Texas 77099. The parties hereby agree as follows:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 20th, 2017 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of the last date provided on the signature page (the “Effective Date”), is made by and between Eton Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Manager”).
