OFFICE LEASEOffice Lease • May 6th, 2008 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and OMP, INC., a Delaware corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
AGREEMENT AND PLAN OF MERGER by and among VALEANT PHARMACEUTICALS INTERNATIONAL, ODYSSEUS ACQUISITION CORP., VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and OBAGI MEDICAL PRODUCTS, INC. Dated as of March 19, 2013Agreement and Plan of Merger • March 20th, 2013 • Obagi Medical Products, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 19, 2013 (this “Agreement”), is among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Odysseus Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Obagi Medical Products, Inc., a Delaware corporation (the “Company”), and solely for purposes of Section 6.17 hereof, Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Guarantor”). Certain terms used in this Agreement are used as defined in Section 9.12.
As Representative of the several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen:Obagi Medical Products, Inc. • November 29th, 2006 • Pharmaceutical preparations • New York
Obagi Medical Products, Inc., a Delaware corporation (the “Company”) and certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of the Company, propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of _______ shares (the “Underwritten Shares”) in the amounts listed on Schedule I for each Underwriter, and, at the option of the Underwriters, the Selling Stockholders propose to sell to the Underwriters up to an additional ________ shares (the “Option Shares”), in the amounts listed on Schedule I for each Underwriter, of the Common Stock, par value $0.001 per share (the “Stock”), of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
THOMAS WEISEL PARTNERS LLC Obagi Medical Products, Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 25th, 2007 • Obagi Medical Products, Inc. • Pharmaceutical preparations • New York
Obagi Medical Products, Inc., a Delaware corporation (the "Company") and certain stockholders of the Company named in Schedule II hereto (the "Selling Stockholders"), propose to sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), an aggregate of [ ] shares (the "Underwritten Shares") in the amounts listed on Schedule I for each Underwriter, and, at the option of the Underwriters, the Selling Stockholders propose to sell to the Underwriters up to an additional [ ] shares (the "Option Shares"), in the amounts listed on Schedule I for each Underwriter, of the Common Stock of the Company, par value $0.001 per share (the "Stock"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares".
Amended And Restated Executive Employment AgreementEmployment Agreement • June 18th, 2009 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Amended And Restated Employment Agreement (this "Agreement"), is executed and delivered effective as of June 15, 2009 (the "Effective Date"), by and between Obagi Medical Products, Inc., a Delaware corporation (the "Company"), and David S. Goldstein, an individual resident of the State of California ("Executive").
Obagi Medical Products, Inc. and American Stock Transfer & Trust Company, LLC Rights Agreement Dated as of December 23, 2011Rights Agreement • December 23rd, 2011 • Obagi Medical Products, Inc. • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT (the “Agreement”), dated as of December 23, 2011, between Obagi Medical Products, Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 15th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Investors’ Rights Agreement (this “Agreement”) is made as of the 2nd day of December 1997, by and between OMP Acquisition Corporation, a California corporation (the “Company”), Mandarin Partners LLC (“Mandarin”) and Zein and Samar Obagi Family Trust (“Obagi”). Mandarin and Obagi are referred to collectively as the “Investors”.
CATALINA LANDING AMENDED AND RESTATED OFFICE LEASEOffice Lease • November 15th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Amended and Restated Lease (“Lease”), is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OBAGI MEDICAL PRODUCTS, INC., a California corporation (“Tenant”). John Hancock Mutual Life Insurance Company, a Massachusetts corporation, Landlord’s predecessor in interest, and Tenant, are parties to that certain lease, dated February 27, 1998, and that certain First Amendment to Standard Office Lease, dated October 30, 1998 (collectively, the “Lease”), for the premises described below. Now, therefore, Landlord and Tenant hereby express their mutual desire and intent to amend and restate the Original Lease and First Amendment as follows:
LEASELease • October 24th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This Lease Agreement made between D’AMATO INVESTMENTS, LLC, of Milford, Connecticut, hereinafter called “LANDLORD”, and Obagi Medical Products, Inc. of Long Beach, California hereinafter called the “TENANT”.
2,690,244 Shares OBAGI MEDICAL PRODUCTS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2010 • Obagi Medical Products, Inc. • Pharmaceutical preparations • New York
Certain stockholders of Obagi Medical Products, Inc., a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”), propose to sell to you (the “Underwriter”), an aggregate of 2,690,244 shares (the “Shares”) of the Common Stock of the Company, par value $0.001 per share (the “Stock”).
DISTRIBUTION AGREEMENTDistribution Agreement • November 15th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations
THIS DISTRIBUTION AGREEMENT is made as of the 10th day of November, 2005 (the “Effective Date”) by and between OMP, Inc., a company established and existing under the laws of the State of Delaware, having its principal place of business at 310 Golden Shore, Long Beach, California 90802, USA (“OMP”) and Cellogique Corporation, a corporation organized and validly existing under the laws of California, having its principal place of business at 124 Woodland Road, Pittsburgh PA 15232 (“Distributor”). OMP and the Distributor are sometimes referred to herein as the “Parties” and individually as “Party.”
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • May 25th, 2012 • Obagi Medical Products, Inc. • Pharmaceutical preparations
Obagi Medical Products, Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent, hereby enter into this Amendment No. 1 (this “Amendment”) dated May 25, 2012 to the Rights Agreement between them dated December 23, 2011 (the “Rights Agent”).
CONSULTANT SERVICES AND CONFIDENTIALITY AGREEMENTConfidential Treatment Requested • November 15th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • Delaware
This Consultant Services and Confidentiality Agreement (the “Agreement”) is made and entered into as of the 18th day of July, 2005 (the “Effective Date”) by and between Obagi Medical Products, Inc., a Delaware corporation (“OMP” or “Company”) and Jose Ramirez and JR Chem LLC (“JR” or “Consultant”).
PATENT LICENSE AGREEMENTPatent License Agreement • November 15th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • New York
AVON PRODUCTS, INC., a corporation in good standing, organized and existing under the laws of the State of New York, having a principal office at 1345 Avenue of the Americas, New York, New York 10105, and its Affiliates (hereinafter collectively called “AVON”); and
June 1, 2005Obagi Medical Products, Inc. • December 1st, 2006 • Pharmaceutical preparations
ContractExecutive Employment Agreement • August 5th, 2011 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
This EMPLOYMENT AGREEMENT (this “Agreement” is entered into as of this 1st day of March, 2005, by and between Steven Robert Carlson (“Executive”) and OMP, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined in the text of this Agreement have the meanings set forth in Appendix A, which is incorporated into this Agreement by reference.
SOFTWARE LICENSE, DEVELOPMENT AND SERVICES AGREEMENTSoftware License, Development and Services Agreement • September 4th, 2012 • Obagi Medical Products, Inc. • Pharmaceutical preparations • Delaware
This Software License, Development and Services Agreement ("Agreement") is made as of the 6th day of March 2012 (the “Effective Date”) by and between OPO, Inc., a Delaware corporation (“OPO”) and Koogly, LLC, an Arizona limited liability company, with a web site located at www.koogly.com, and an address at 7702 East Doubletree Ranch Road, Suite 150, Scottsdale, AZ 85258 (“Newco”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTTerm Loan Agreement • May 12th, 2011 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is made as of this 4th day of May, 2011, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Obagi Medical Products, Inc. (“Obagi”) and OMP, Inc. (“OMP” and together with Obagi, the “Borrowers” and each individually, a “Borrower”).
INDUSTRIAL REAL ESTATE LEASE (MULTI-TENANT PROJECT NET LEASE)Obagi Medical Products, Inc. • August 11th, 2008 • Pharmaceutical preparations • California
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • New York
This PRODUCT SUPPLY AGREEMENT (the “Agreement”), dated as of December 8, 2005 (the “Effective Date”), between Triax Pharmaceuticals, LLC, a Delaware corporation, having its principal place of business at 20 Commerce, Cranford, NJ 07016 (“Triax”), and OMP, a Delaware corporation having its principal place of business at 310 Golden Shore, Long Beach, California (“OMP”) (OMP and Triax, each a “Party,” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTStock Option Award Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 1st day of September, 2001, by and between Austin T. McNamara (“Executive”) and OMP, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined in the text of this Agreement have the meanings set forth in Appendix A, which is incorporated into this Agreement by reference.
Amendment No. 1 to Amended and Restated Executive Employment AgreementExecutive Employment Agreement • April 20th, 2011 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Executive Employment Agreement (the “Amendment”) is entered into and effective as of the 15th day of April 2011 by and between Obagi Medical Products, Inc., a Delaware corporation (the “Company”), and David S. Goldstein, an individual resident of the State of California (“Executive”). All capitalized terms used but not otherwise defined herein shall have the meanings assigned under the Amended and Restated Executive Employment Agreement, dated as of June 15, 2009, by and between the Company and Executive (the “Original Agreement” and, collectively with, and as further amended by, this Amendment, the “Agreement”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 3rd, 2013 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This AMENDMENT, dated as of April 3, 2013 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER, dated as of March 19, 2013 (the “Merger Agreement”), made among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Odysseus Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Obagi Medical Products, Inc., a Delaware corporation (the “Company”), and solely for purposes of Section 6.17 thereof, Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Guarantor”), is entered into by and among Parent, Merger Sub, the Company and the Guarantor, and amends the Merger Agreement to the extent set forth herein. Capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Merger Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • April 18th, 2012 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is made as of this 30th day of March, 2012, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Obagi Medical Products, Inc. (“Obagi”) and OMP, Inc. (“OMP” and together with Obagi, the “Borrowers” and each individually, a “Borrower”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 11th, 2008 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO OFFICE LEASE ("First Amendment") is made and entered into as of the 6 day of August 2008, by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and OMP, INC., a Delaware corporation ("Tenant").
AGREEMENTAgreement • October 24th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
This Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2006, between OMP, Inc. (“OMP”) a Delaware corporation with an address at 310 Golden Shore, Suite 100, Long Beach, CA 90802 and OMP’s parent Obagi Medical Products, Inc. (“Obagi Medical” and along with OMP the “OMP Entities”), a Delaware corporation with an address at 310 Golden Shore, Suite 100, Long Beach, CA 90802, on the one hand, and Zein E. Obagi, MD Inc., (with Dr. Zein Obagi as its principal, herein referred to as “Obagi Inc.”), Zein Obagi, (“Dr. Obagi”), Samar Obagi, the Zein and Samar Obagi Family Trust (the “Trust”) (collectively the “Obagi Entities”), and Skin Health Properties, Inc. (the “Marketer”), a California Corporation with an address at 270 North Canon Drive, Beverly Hills, CA 90210, on the other hand. The OMP Entities along with Dr. Obagi, Samar Obagi and the Trust are collectively referred to herein as the “Parties”).
Fourth Amendment to Employment AgreementEmployment Agreement • March 15th, 2010 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This Fourth Amendment to Employment Agreement (the “Amendment”) is entered into as of March 11, 2010 between OMP, Inc., a Delaware corporation (“the Company”) and Steven R. Carlson (“Executive”).
ContractEmployment Agreement • March 13th, 2009 • Obagi Medical Products, Inc. • Pharmaceutical preparations • California
FINANCIAL ADVISORY SERVICES AGREEMENTFinancial Advisory Services Agreement • October 24th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • Delaware
THIS FINANCIAL ADVISORY SERVICES AGREEMENT is made as of the 19th day of November, 2004 by and between OMP, INC., a Delaware corporation (the “Company”) and STONINGTON PARTNERS, INC., a Delaware Corporation limited partnership (“Stonington”).
AMENDED AND RESTATED PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • November 6th, 2009 • Obagi Medical Products, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PRODUCT SUPPLY AGREEMENT (the "Agreement"), is executed this 24th day of August 2009 (the "Effective Date"), between Triax Pharmaceuticals, LLC, a Delaware limited liability company, having its principal place of business at 11 Commerce, Cranford, NJ 07016 ("Triax"), and OMP, Inc., a Delaware corporation having its principal place of business at 3760 Kilroy Airport Way, Suite 500, Long Beach, CA 90806 ("OMP"; OMP and Triax, each a "Party," and collectively, the "Parties").
Form of Amendment to Amended and Restated Executive Employment AgreementExecutive Employment Agreement • March 15th, 2013 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Executive Employment Agreement (the “Amendment”) is entered into and effective as of the 11th day of March 2013 (the “Amendment Date”) by and between Obagi Medical Products, Inc., a Delaware corporation (the “Company”), and________________, an individual resident of the State of California (“Executive”). All capitalized terms used but not otherwise defined herein shall have the meanings assigned under the Amended and Restated Executive Employment Agreement, dated as of June 15, 2009, by and between the Company and Executive (the “Original Agreement” and, collectively with, and as further amended by, this Amendment, the “Agreement”).
ContractThird Amendment • March 15th, 2010 • Obagi Medical Products, Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 13th, 2009 • Obagi Medical Products, Inc. • Pharmaceutical preparations
This First Amendment (the “Amendment”) made as of October 20, 2008 (the “Effective Date”) by and between Ventiv Commercial Services, LLC a New Jersey limited liability company (“Ventiv”) and OMP, Inc., a Delaware corporation (“Obagi”). Ventiv and Obagi may each be referred to herein as a “Party” and collectively, the “Parties”.
