Standard Contracts
PACIRA BIOSCIENCES, INC. and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 14, 2024 2.125% Convertible Senior Notes due 2029Indenture • May 14th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of May 14, 2024, between PACIRA BIOSCIENCES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and limited purpose trust company organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT dated as of March 31, 2023 among PACIRA BIOSCIENCES, INC. as Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Bookrunner and Lead ArrangerCredit Agreement • April 3rd, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2023 among PACIRA BIOSCIENCES, INC., a Delaware corporation, the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1,600,000 Shares Pacira Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2014 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Pacira Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 1,600,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 240,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
Insert Dealer Address]Call Option Transaction • May 14th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Pacira BioSciences, Inc., a Delaware Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractWarrant Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 3rd, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”), is entered into as of December 6, 2016 (the “Effective Date”), by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Anthony Molloy (the “Executive”).
STOCK OPTION AGREEMENT1Stock Option Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of April 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”). PACIRA PHARMACEUTICALS INC., a California corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”: provided that, for clarity, the foregoing terms do not include any VC Guarantor, as defined below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 22nd, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of June 1, 2021, between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and Pacira BioSciences, Inc., a Delaware corporation (“Counterparty”).
AGREEMENT AND PLAN OF MERGER by and among: FLEXION THERAPEUTICS, INC., PACIRA BIOSCIENCES, INC., and OYSTER ACQUISITION COMPANY INC. Dated as of October 11, 2021Merger Agreement • October 12th, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 11, 2021 (the “Agreement Date”), by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Flexion Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
TECHNICAL TRANSFER AND SERVICE AGREEMENTTechnical Transfer and Service Agreement • February 28th, 2022 • Pacira BioSciences, Inc. • Pharmaceutical preparations
This TECHNICAL TRANSFER AND SERVICE AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”), and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PACIRA BIOSCIENCES, INC. Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2014 Inducement PlanNonstatutory Stock Option Agreement • November 6th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations
ContractWarrant Agreement • August 9th, 2012 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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.
PLEDGE AGREEMENTPledge Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This PLEDGE AGREEMENT, dated as of April 30, 2010 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among PACIRA PHARMACEUTICALS, INC., a California corporation (“Borrower”), PACIRA, INC., a Delaware corporation (“Parent”), and the other entities or persons identified on the signature pages of this Agreement (together with Borrower and Parent, collectively, “Pledgors”, and each, a “Pledgor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 12th, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is entered into as of October 11, 2021, by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [●] (“Stockholder”).
PACIRA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement made and entered into this _______ day of _________, 20___ (the “Agreement”), by and between Pacira BioSciences, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and _________________ (the “Indemnitee”):
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Amendment No. 2 to Executive Employment Agreement (this “Amendment”), is entered into as of June 30, 2015, by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”) and David Stack (“Executive”).
BLUE ACQUISITION CORP. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 23, 2007, by and among Blue Acquisition Corp., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement referred to below) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
GUARANTYGuaranty • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This GUARANTY (this “Guaranty”), dated as of April 30, 2010, by and between PACIRA, INC, a Delaware corporation (“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • February 28th, 2022 • Pacira BioSciences, Inc. • Pharmaceutical preparations
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) dated as of July 31, 2015 (the “Effective Date”) is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”) and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion, and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 6th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New Jersey
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”), is entered into as of October 31, 2024, by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Jonathan Slonin (the “Executive”) (collectively, the “Parties”).
DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENTStrategic Licensing, Distribution and Marketing Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the “Agreement”) is made on October 15, 2009 (the “Agreement Date”) and is effective as of the Effective Date (as defined below), between:
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SUPPLY AGREEMENT is entered into on October 15, 2009 (the “Agreement Date”) and is made effective as of the 10th day of August, 2007 (the “Effective Date”)
EXCLUSIVITY AGREEMENTExclusivity Agreement • October 22nd, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Exclusivity Agreement (this “Agreement”) is made as of September 25, 2021, between Pacira BioSciences, Inc. (“Pacira”) and Flexion Therapeutics, Inc. (the “Company”, and together with Pacira, the “Parties”).
ContractDistribution Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractDistribution Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractSupply Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractStrategic Marketing Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”), is entered into as of November 29, 2012 (the “Effective Date”), by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Kristen Williams (the “Employee”).
FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • February 28th, 2018 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE ("Fourth Amendment") is made and entered into as of the 28th day of December, 2017, by and between LASDK LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and PACIRA PHARMACEUTICALS, INC., a California corporation ("Tenant").
AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) Dated as of March 23, 2007 between SKYEPHARMA INC., as Grantor, and ROYALTY SECURITIZATION TRUST I, as PurchaserSecurity Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is dated as of March 23, 2007 and entered into between SKYEPHARMA INC., a California corporation (the “Grantor”) and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 21st, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”), is entered into as of December 20, 2023, by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Frank Lee (the “Executive”) (collectively the “Parties”).
AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT Dated as of March 23, 2007 between SKYEPHARMA INC., as Seller, and ROYALTY SECURITIZATION TRUST I as PurchaserRoyalty Interests Assignment Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 23, 2007 by and between SKYEPHARMA INC. (formerly known as Depotech Corporation), a California corporation (the “Seller”), and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).
AMENDMENT #5 TO SERVICES AGREEMENTServices Agreement • April 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment #5 amends the Services Agreement dated October 28, 2010 by and among the Company, MPM and Consultant, as amended on December 8, 2011, November 29, 2012, September 11, 2013 and November 17, 2014 (the “Original Agreement”). If there is any conflict between the provisions of this Amendment and those in the Original Agreement, the provisions of this Amendment govern. Except as expressly stated in this Amendment, capitalized terms used and not defined herein have the same meanings defined in the Original Agreement. Except as expressly amended herein, all other terms and provision of the Original Agreement remain in full force and effect.
FOURTH AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 25th, 2016 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This fourth Amendment to the Consulting Agreement (this “Amendment”), is entered into as of November 27, 2015, by and among Pacira Pharmaceuticals, Inc., a California corporation (the “Company”) and Gary Pace (“Consultant”).
