par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • September 27th, 2018 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 705,882 shares of its common stock, par value $0.001 per share (the “Shares”). The 705,882 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 105,882 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwri
OPIANT PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 13th, 2021 • Opiant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 14th, 2019 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • Nevada
This Investment Agreement (this “Agreement”) is made and entered as of December 20, 2013 (the “Effective Date”) by and between Lightlake Therapeutics Inc., a Nevada corporation (the “Company”), and Potomac Construction Limited (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2020 • Opiant Pharmaceuticals, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2020 by and among Opiant Pharmaceuticals, Inc., a corporation incorporated in the State of Delaware (the “Company”), and the “Lenders” named in that certain Note Purchase and Security Agreement by and among the Company and the Lenders, dated the date hereof (the “Note Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Note Purchase Agreement unless otherwise defined herein.
RESTRICTED STOCK AGREEMENT UNDER THE OPIANT PHARMACEUTICALS, INC. 2017 LONG- TERM INCENTIVE PLAN GRANTEE: NO. OF SHARES:Restricted Stock Agreement • December 4th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • Delaware
This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Opiant Pharmaceuticals, Inc. , a Delaware corporation (the “Company”), granted to you, _______________________, effective as of ____________ (the “Grant Date”), pursuant to the Opiant Pharmaceuticals, Inc. 2017 Long-Term Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
LICENSE AGREEMENTLicense Agreement • March 5th, 2018 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
This License Agreement (the “Agreement”) is made and entered into effective as of December 15, 2014 (the “Effective Date”) by and between Lightlake Therapeutics Inc., a Nevada corporation (“Lightlake”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Lightlake and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENT between LIGHTLAKE THERAPEUTICS INC. and ADAPT PHARMA OPERATIONS LIMITED Dated as of December 15, 2014License Agreement • November 19th, 2015 • Lightlake Therapeutics Inc. • Metal mining • New York
This License Agreement (the “Agreement”) is made and entered into effective as of December 15, 2014 (the “Effective Date”) by and between Lightlake Therapeutics Inc., a Nevada corporation (“Lightlake”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Lightlake and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
October 15, 2014Investment Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
Reference is hereby made to that certain Investment Agreement (the “Agreement”), dated as of May 30, 2013, between Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) and Potomac Construction Limited (“Investor”). This letter agreement will confirm the understanding and agreement of the undersigned parties regarding the interpretation and application of certain terms of the Agreement. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Agreement.
OPIANT PHARMACEUTICALS, INC. DIRECTOR AGREEMENTDirector Agreement • March 22nd, 2021 • Opiant Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This DIRECTOR AGREEMENT (this “Agreement”) by and between Dr. Lorianne Masuoka (“Director”) and Opiant Pharmaceuticals, Inc. (“Company”), with its corporate headquarters at 233 Wilshire Blvd., Suite 280, Santa Monica, CA 90401, is dated and effective as of March 18, 2021 (the “Appointment Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 16th, 2018 • Opiant Pharmaceuticals, Inc. • Metal mining • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 11th 2018 (“Effective Date”) is entered by and between Opiant Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Phil Skolnick (“Executive”) (Company and Executive, each a “Party”, and together the “Parties”). In consideration of the mutual covenants and benefits set forth below, the Parties agree as follows:
THIRD AMENDMENT TO SENIOR ADVISOR AGREEMENTSenior Advisor Agreement • June 14th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • California
This third amendment (the “Third Amendment”) to the Senior Advisor Agreement by and between Brad Miles (“Miles”) and Opiant Pharmaceuticals, Inc. (the “Company”), dated January 22, 2013 and amended on February 24, 2015 and March 19, 2015 is entered into on March 13, 2017 (collectively, the “Agreement”) (the “Effective Date”), and hereby amends the terms of the Agreement. Company and Miles may be referred to herein as a “Party” or, collectively, as “Parties”. Capitalized terms used but not defined in this Third Amendment shall have the meaning ascribed to such term in the Agreement.
STOCK OPTION GRANTStock Option Grant • November 27th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Employment Agreement dated August 6, 2010, between the Company and Michael Sinclair, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
AGREEMENT FOR REIMBURSEMENT OF CAPITAL EXPENDITURE AND SERVICE FEES BETWEEN AESICA QUEENBOROUGH LIMITED And OPIANT PHARMACEUTICALS INC relating to the development, manufacture and supply of a device capable of administering Nalmefene hydrochlorideAgreement for Reimbursement of Capital Expenditure and Service Fees • September 10th, 2018 • Opiant Pharmaceuticals, Inc. • Metal mining • Delaware
STOCK OPTION GRANTStock Option Grant • November 27th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining
As per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the “Company”) and you, you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
MATERIAL TRANSFER, OPTION AND RESEARCH LICENSE AGREEMENTMaterial Transfer, Option and Research License Agreement • October 26th, 2015 • Lightlake Therapeutics Inc. • Metal mining • New York
This Material Transfer, Option and Research License Agreement (the “Agreement”) dated as of December 1st, 2014 (the “Effective Date”), is entered into between Aegis Therapeutics, LLC (“Aegis”), having a place of business at 11770 Bernardo Plaza Court, Suite 353, San Diego, CA 92128, and Lightlake Therapeutics, Inc. (“Lightlake”), having a place of business at 96-98 Baker Street, First Floor, London, UK, W1U 6TJ.
MADRONA VENTURES, INC. PURCHASE AGREEMENTPurchase Agreement • March 16th, 2010 • Lightlake Therapeutics Inc. • Metal mining • Nevada
THIS PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this “Agreement”), dated this 24th day of August, 2009, is between MADRONA VENTURES, INC., a Nevada corporation and its affiliates, as hereinafter defined (the “Purchaser”), and John David Sinclair, his successors and assigns (individually, a “Seller” and together, the “Sellers”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article VI.
STOCK OPTION GRANTStock Option Grant • November 27th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Director Agreement dated December 31, 2012, between the Company and Geoffrey Wolf (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
ContractPurchase and Sale Agreement • March 15th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
OPIANT PHARMACEUTICALS, LNC. DIRECTOR AGREEMENTDirector Agreement • May 11th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • California
This DIRECTOR AGREEMENT (this “Agreement”) by and between Ann MacDougall (“Director”) and Opiant Pharmaceuticals, Inc. (“Company”), with its corporate headquarters at 401 Wilshire Blvd., 12th Floor, Santa Monica, CA 90401, is dated and effective as of May 5, 2016 (the “Appointment”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 19th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining
This Amendment No. 1 to License Agreement (this “Amendment”) is made as of December 13, 2016, by and among Opiant Pharmaceuticals, Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Opiant”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Opiant and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings given to them in the License Agreement (as defined below).
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • March 21st, 2019 • Opiant Pharmaceuticals, Inc. • Metal mining
This Amendment No. 2 to License Agreement (this “Amendment”) is made as of March 18, 2019, by and between Opiant Pharmaceuticals Inc. (formerly known as Lightlake Therapeutics Inc.), a Delaware corporation (“Opiant”), and Adapt Pharma Operations Limited, an Irish limited company (“Adapt”). Opiant and Adapt are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings given to them in the License Agreement (as defined below).
AMENDED AND RESTATED INTEREST AGREEMENTInterest Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • Nevada
This Amended and Restated Interest Agreement (this “Agreement”) is entered into on October 24, 2016 (the “Execution Date”), and made effective as of September 22, 2015 (the “Effective Date”), by and between LIGHTLAKE THERAPEUTICS INC., a Nevada corporation (the “Company”), and Valour Fund, LLC, a Delaware limited liability company and successor in interest to this Agreement (“Valour”).
Second Amendment to Employment AgreementEmployment Agreement • February 25th, 2014 • Lightlake Therapeutics Inc. • Metal mining • New York
This Second Amendment to the Employment Agreement by and between Lightlake Therapeutics Inc. (the “Company”) and Michael Sinclair (the “Employee”) (collectively, the “Parties”) dated August 6, 2010 (the “Letter”), and amended on December 31, 2012, is entered into by and between the Company and Employee effective as of December 31, 2013 (the “Second Amendment”).
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • June 2nd, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • Nevada
This Amendment to the Investment Agreement (this “Amendment”) is made as of June 1, 2017 (the “Effective Date”), by and between Opiant Pharmaceuticals, Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Company”) and Ernst Welmers (the “Investor”). Capitalized terms used but not defined herein have the meanings given to them in the Investment Agreement (as defined below).
CAPACITY INVESTMENT AGREEMENT between APTAR FRANCE SAS APTARGROUP, INC. and OPIANT PHARMACEUTICALS, INC. ***Certain identified information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to...Capacity Investment Agreement • August 11th, 2022 • Opiant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Director AgreementDirector Agreement • October 29th, 2013 • Lightlake Therapeutics Inc. • Metal mining • Nevada
This Agreement is entered into by and between Lightlake Therapeutics Inc. (the “Company”) and Geoffrey Wolf (“Wolf”) (collectively, the “Parties”) dated November 26, 2012 (the “Letter”), on December 31st, 2012 (the “Agreement”).
Ernst Welmers Markham, Ontario, Canada Re: Investment Agreement Dear Ernst:Investment Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
Reference is hereby made to that certain Investment Agreement (the “Agreement”), dated as of May 15, 2014, between Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) and Ernst Welmers (“Investor”). This letter agreement will confirm the understanding and agreement of the undersigned parties regarding the interpretation and application of certain terms of the Agreement. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • October 13th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement and Release”) is made and entered into by and between Kevin Pollack (“Employee”) and Opiant Pharmaceuticals, Inc. (the “Company”).
Dr. Roger Crystal Opiant Pharmaceuticals, Inc. Santa Monica, CA 90401 Dear Roger,Supplemental Engagement Letter • September 14th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • England and Wales
Third Amendment to Executive Letter of AppointmentExecutive Letter of Appointment • April 15th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • California
This Third Amendment to the Executive Letter of Appointment by and between Opiant Pharmaceuticals, Inc. (the “Company”) and Kevin Pollack, Esq. (the “Employee”) (collectively, the “Parties”) dated November 26, 2012 (the “Letter”), and amended on December 31, 2012 and December 31, 2013 (the “Second Amendment”), is entered into by and between the Company and Employee effective as of January 1, 2016 (the “Third Amendment”).
REGULATORY AND STRATEGIC ADVISOR CONSULTANCY AGREEMENTConsultancy Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • New York
THIS Consultancy Agreement (the “Agreement”) is entered into by and between Lightlake Therapeutics Inc., a Nevada corporation (the “Company”), and Mary Pendergast (the “Advisor”), effective as of September 1, 2015 (the “Effective Date”).
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • April 18th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • Nevada
This Amendment to the Investment Agreements (this “Amendment”) is made as of April 12, 2017 (the “Effective Date”), by and between Opiant Pharmaceuticals, Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Company”) and Potomac Construction Limited (the “Investor”). Capitalized terms used but not defined herein have the meanings given to them in the Investment Agreements (as defined below).
SUPPLY AGREEMENT between OPIANT PHARMACEUTICALS, INC. and AEGIS THERAPEUTICS, LLC Effective Date: January 1, 2017Supply Agreement • October 13th, 2017 • Opiant Pharmaceuticals, Inc. • Metal mining • California
THIS SUPPLY AGREEMENT (this “Supply Agreement”), is effective as of the Effective Date and entered into on June 22, 2017 (“Execution Date”), by and between AEGIS THERAPEUTICS, LLC, a California limited liability company (“Aegis”), and OPIANT PHARMACEUTICALS, INC., a Delaware corporation (“Opiant”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • October 28th, 2016 • Opiant Pharmaceuticals, Inc. • Metal mining • Nevada
This Amended and Restated Consulting Agreement (the “Agreement”) is entered into on October 25, 2016 (the “Execution Date”), and made effective as of July 17, 2013 (the “Effective Date”), by and between LYL Holdings Inc., a corporation and successor in interest to this Agreement (the “Consultant”), and Opiant Pharmaceuticals, Inc., a Nevada corporation (the “Company”).
