RIGHTS AGREEMENT DATED AS OF JUNE , 2008 BETWEEN CPEX PHARMACEUTICALS, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANYRights Agreement • May 30th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated as of , 2008 (the “Agreement”), between CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, a New York banking corporation (the “Rights Agent”).
RIGHTS AGREEMENT DATED AS OF JUNE 13, 2008 BETWEEN CPEX PHARMACEUTICALS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCRights Agreement • June 18th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated as of June 13, 2008 (the “Agreement”), between CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2010 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • New Hampshire
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 1, 2010 (the “Effective Date”) by and between CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Employer” or “CPEX”), and Nils Bergenhem (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2009 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • New Hampshire
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 2, 2009 (the “Effective Date”) by and between CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Employer” or “CPEX”), and Lance Berman (the “Employee”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of [ ], 2008Separation and Distribution Agreement • May 8th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of [ ], 2008, is entered into by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.
TAX SHARING AGREEMENTTax Sharing Agreement • June 18th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Tax Sharing Agreement (this “Agreement”) is entered into as of June 13, 2008 between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Bentley (“CPEX” and together with Bentley, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Bentley and CPEX (the “Separation Agreement”).
LICENSE AGREEMENTLicense Agreement • March 25th, 2009 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT is made as of the 31st day of May, 2000 by and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation, with offices at 65 Lafayette Road, 3rd Floor, North Hampton, New Hampshire 03862-2403 (hereinafter, “BENTLEY” or “Licensor”), and AUXILIUM A2, INC., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, Suite D-5, East Norriton, Pennsylvania 19401 (hereinafter, “AUXILIUM” or “Licensee”). BENTLEY and AUXILIUM may be referred to as a “Party” or, collectively, as “Parties.”
Asset Purchase Agreement BETWEEN BENTLEY PHARMACEUTICALS, INC. AND YUNGTAI HSU dated February 1, 1999 effective as of December 31, 1998Asset Purchase Agreement • May 8th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated February 1, 1999 made and entered into effective as of December 31, 1998 between YUNGTAI HSU, in his personal capacity (“Seller”) and BENTLEY PHARMACEUTICAL, INC., a Florida corporation (“Purchaser”).
EMPLOYEE MATTERS AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of June 13, 2008Employee Matters Agreement • June 18th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 13, 2008, by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”). Each of Bentley and CPEX is herein referred to as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of June 13, 2008Transition Services Agreement • June 18th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 13, 2008, by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”), each a “Party” and together, the “Parties”.
VOTING AGREEMENTVoting Agreement • January 4th, 2011 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of January 3, 2011, by and among FCB I Holdings Inc., a Delaware corporation (“NewCo”), FCB I Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), and the undersigned holder (“Seller Stockholder”) of shares of common stock (the “Shares”) of CPEX Pharmaceuticals, Inc., a Delaware corporation (“Seller”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 4th, 2011 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Rights Agreement (the “Amendment”) is entered into as of January 3, 2011, by and between CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
