Neos Therapeutics, Inc. Sample Contracts

NEOS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee
Indenture • March 18th, 2019 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [·], 201 , among NEOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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Neos Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • March 18th, 2019 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

Neos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 13th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of [date] by and between Neos Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

NEOS THERAPEUTICS, INC. 17,391,304 Shares of Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENT November 6, 2018
Underwriting Agreement • November 6th, 2018 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York
NEOS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENT
Common Stock • August 1st, 2016 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

Neos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2019 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania

This Employment Agreement (“Agreement”) is made by and between Neos Therapeutics, Inc., a Delaware corporation (the “Company”), and John M. Limongelli (the “Executive”).

Contract
Neos Therapeutics, Inc. • February 8th, 2021 • Pharmaceutical preparations • Delaware

THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY, AND THE RIGHTS AND REMEDIES OF THE HOLDER OF THIS INSTRUMENT, ARE SUBORDINATED TO THE REPAYMENT AND FULL PERFORMANCE OF THE COMPANY’S INDEBTEDNESS AND OTHER OBLIGATIONS UNDER (I) THAT CERTAIN FACILITY AGREEMENT, DATED AS OF MAY 11, 2016 (AS AMENDED, RESTATED, SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO TIME, THE “SENIOR FACILITY AGREEMENT”), BY AND AMONG THE COMPANY AND THE LENDERS FROM TIME TO TIME PARTY THERETO (THE “SENIOR FACILITY LENDERS”) AND (II) THAT CERTAIN LOAN AND SECURITY AGREEMENT, DATED AS OF OCTOBER 2, 2019 (AS AMENDED, RESTATED, SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO TIME, THE “ABL AGREEMENT”), BY AND AMONG THE COMPANY, CERTAIN AFFILIATES OF THE COMPANY PARTY THERETO AND THE LENDERS FROM TIME TO TIME PARTY THERETO (THE “ABL LENDERS”) AND ENCINA BUSINESS CREDIT, LLC, AS AGENT FOR SUCH ABL LENDERS; AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS HEREOF AND T

EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2016 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Employment Agreement (“Agreement”) is made as of the 26th day of May, 2016, between Neos Therapeutics, a Delaware corporation (the “Company”), and Juergen A. Martens, Ph.D., EMTM (the “Executive”).

VOTING AND Support AGREEMENT for parent Securityholders
Voting and Support Agreement • December 11th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December [●], 2020, by and among Neos Therapeutics, Inc., a Delaware corporation (the “Company”), and the stockholders of Aytu Bioscience Inc., a Delaware corporation (“Parent”) listed on Schedule A hereto ( “Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 5th, 2018 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2018, by and among Neos Therapeutics, Inc., a Delaware corporation (the “Company”), Deerfield Private Design Fund III, L.P. (“DPDF”) and Deerfield Special Situations Fund, L.P. (“DSSF” and, together with DPDF, the “Original Investors” and each individually, an “Original Investor”).

SUBORDINATION AGREEMENT
Subordination Agreement • February 8th, 2021 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among (i) AYTU BIOSCIENCE, INC., a Delaware corporation (“Subordinated Lender”), (ii) NEOS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and (iii) DEERFIELD PRIVATE DESIGN FUND III, L.P. and DEERFIELD PARTNERS, L.P. (each, a “Lender” and, collectively, the “Lenders”, and, together with any other institutions or other entities from time to time parties to the Facility Agreement (as hereinafter defined) as Lenders, the “Senior Lenders”).

SUBORDINATION AGREEMENT
Subordination Agreement • February 8th, 2021 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Illinois

THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of February 8, 2021, by and among AYTU BIOSCIENCE, INC., a Delaware corporation ("Subordinated Creditor"), NEOS THERAPEUTICS, INC., a Delaware corporation ("Neos"), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company ("NT Brands"), NEOS THERAPEUTICS, LP, a Texas limited partnership ("NT LP"; together with Neos and NT Brands, each a "Borrower" and collectively the "Borrowers"), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company ("NT Commercial"), PHARMAFAB TEXAS, LLC, a Texas limited liability company ("NT PharmaFab"; and, together with Borrowers, NT Commercial and each other Person that from time to time becomes a "Loan Party" under and as defined in the Senior Credit Agreement or guarantees the Senior Debt), the "Companies", and each individually, a "Company"), and ENCINA BUSINESS CREDIT, LLC, in its capacity as Agent for all Senior Lenders.

CONSENT, WAIVER AND SIXTH AMENDMENT TO FACILITY AGREEMENT
Facility Agreement • March 22nd, 2021 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

Other than those notices required to be provided by Holder to Company under the terms of the Facility Agreement, the Company and every endorser of this Note, or the obligations default, and notice of any kind with respect to this Note and the Facility Agreement or the performance of the obligations under this Note and/or the Facility Agreement. No renewal or extension of this Note or the Facility Agreement, no delay in the enforcement of payment of this Note or the Facility Agreement, and no delay or omission in exercising any right or power under this Note or the Facility Agreement shall affect the liability of the Company or any endorser of this Note.

SUPPLY AGREEMENT
Supply Agreement • June 26th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SUPPLY AGREEMENT (this “Agreement”) is made effective as of August 28, 2014 (the “Effective Date”), by and between Neos Therapeutics, Inc., a Delaware corporation (“Neos”), and Coating Place, Inc., a Wisconsin corporation (“CPI”). Neos and CPI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings ascribed to such terms in Schedule A, attached hereto.

NEOS THERAPEUTICS, INC. EMPLOYEE NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Restricted Stock Agreement • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

Pursuant to this Non-Qualified Stock Option Award Agreement, executed by Neos Therapeutics, Inc. (the “Company”) and (the “Optionee”), an employee of the Company or one of its Subsidiaries (the “Award Agreement”), the Company hereby grants to the Optionee on (the “Grant Date”), a right (the “Award”) to purchase from the Company up to, but not exceeding in the aggregate, shares of Stock at per share (the “Exercise Price”), which has been determined to be no less than the Fair Market Value per share of the Stock on the Grant Date, pursuant to the Neos Therapeutics, Inc. 2009 Equity Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions. The Award is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

LICENSE AGREEMENT BY AND AMONG NEOS THERAPEUTICS, INC. AND SHIRE LLC DATED AS OF JULY 23, 2014
License Agreement • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”) dated this the 23rd day of July, 2014 (the “Effective Date”) is hereby entered into by and between Shire LLC, a Kentucky company with offices located at 9200 Brookfield Court, Florence, KY 41402 (“Shire”), and Neos Therapeutics, Inc., a corporation organized and existing under the laws of Delaware with offices located at 2940 North Highway 360 #100, Grand Prairie, TX 75050 (“Neos”). Each of Shire and Neos is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

ASSET PURCHASE AGREEMENT between CORNERSTONE BIOPHARMA, INC. AND NEOS THERAPEUTICS, INC. August 28, 2014
Asset Purchase Agreement • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

This Asset Purchase Agreement (this “Agreement”) is made and dated as of August 28, 2014 (the “Closing Date”), between Cornerstone BioPharma, Inc., a Nevada corporation (“Seller”), and Neos Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Buyer”). Seller and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2021 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, by and among Neos Therapeutics, Inc., a Delaware corporation (the “Company”) and Aytu BioScience, Inc., a Delaware Corporation (“Aytu”).

Contract
Warrant Agreement • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE AVAILABILITY OF WHICH EXEMPTION MUST BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY. THE TRANSFER OF THIS INSTRUMENT IS RESTRICTED AS DESCRIBED HEREIN.

Deerfield Management Company, L.P. New York, New York 10017
Facility Agreement • December 11th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

Reference is made to that certain Facility Agreement, dated as of May 11, 2016 (amended by the First Amendment to Facility Agreement, dated as of June 1, 2017, the Second Amendment to Facility Agreement, dated as of November 5, 2018, the Third Amendment to Facility Agreement, dated as of March 29, 2019, the Fourth Amendment to Facility Agreement, dated as of October 2, 2019, and the Fifth Amendment to Facility Agreement, dated as of May 6, 2020, as the same may be further amended, restated, supplemented or otherwise modified from time to time hereafter, the “Facility Agreement”; capitalized terms used herein without definition have the respective meanings ascribed to them in the Facility Agreement) between Neos Therapeutics, Inc., a Delaware corporation (the “Borrower”), and the lenders from time to time party thereto (the “Lenders”, “we” or “us”). The Borrower has advised us that, pursuant to that certain Agreement and Plan of Merger, among the Borrower, Aytu Bioscience, Inc., a Delaw

TRAMMELL CROW COMPANY COMMERCIAL LEASE AGREEMENT WALSTIB, L.P., A DELAWARE LIMITED PARTNERSHIP Landlord AND PHARMAFAB, INC. Tenant
Lease • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Texas
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FIRST AMENDMENT TO FACILITY AGREEMENT
Facility Agreement • June 5th, 2017 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

FIRST AMENDMENT TO FACILITY AGREEMENT (this “Amendment”), dated as of June 1, 2017, by and among NEOS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, NEOS THERAPEUTICS BRANDS, LLC, NEOS THERAPEUTICS, LP, PHARMAFAB TEXAS, LLC (COLLECTIVELY, THE “Guarantors”) DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DPDF”) and DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“DSSF”, and together with DPDF collectively referred to as the “Lenders” and together with the Borrower and the Guarantors, the “Parties”).

SETTLEMENT AGREEMENT BY AND AMONG NEOS THERAPEUTICS, INC. AND SHIRE LLC DATED AS OF JULY 23, 2014
Settlement Agreement • June 19th, 2015 • Neos Therapeutics, Inc. • Pharmaceutical preparations

THIS SETTLEMENT AGREEMENT, (this “Settlement Agreement”) dated this the 23rd day of July, 2014 (the “Effective Date”) is hereby entered into by and between Shire LLC, a Kentucky company with offices located at 9200 Brookfield Court, Florence, KY 41402 (“Shire”), and Neos Therapeutics, Inc., a corporation organized and existing under the laws of Delaware with offices located at 2940 North Highway 360 #100, Grand Prairie, TX 75050 (“Neos”). Each of Shire and Neos is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made effective as of this 1st day of April 2020 (the “Amendment Effective Date”) by and between RICHARD I. EISENSTADT (“Executive”) and NEOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Company and the Executive collectively are referred to as the “Parties.”

AGREEMENT AND PLAN OF MERGER by and among AYTU BIOSCIENCE, INC., NEUTRON ACQUISITION SUB, INC. and NEOS THERAPEUTICS, INC. Dated as of December 10, 2020
Agreement and Plan of Merger • December 11th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2020, by and among Aytu BioScience, Inc., a Delaware corporation (“Parent”), Neutron Acquisition Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and Neos Therapeutics, Inc., a Delaware corporation (the “Company”).

THIRD AMENDMENT TO FACILITY AGREEMENT
Facility Agreement • May 10th, 2019 • Neos Therapeutics, Inc. • Pharmaceutical preparations

THIRD AMENDMENT TO FACILITY AGREEMENT (this “Amendment”), dated as of March 26, 2019, by and among NEOS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, NEOS THERAPEUTICS BRANDS, LLC, NEOS THERAPEUTICS, LP, PHARMAFAB TEXAS, LLC (collectively, the “Guarantors”), DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DPDF”) and DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“DSSF”, and together with DPDF collectively referred to as the “Lenders” and together with the Borrower and the Guarantors, the “Parties”).

SETTLEMENT AGREEMENT
License Agreement • March 16th, 2018 • Neos Therapeutics, Inc. • Pharmaceutical preparations • Delaware

The Court, upon the consent and request of Plaintiffs Neos Therapeutics, Inc. and Neos Therapeutics, LP (collectively, “Plaintiffs”) and Defendant Actavis Laboratories FL, Inc. (“Actavis”), hereby acknowledges the following Stipulation and issues the following Order.

CONSENT, WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 22nd, 2021 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

This CONSENT, WAIVER AND AMENDMENT nO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 19, 2021 by and among NEOS THERAPEUTICS, INC., a Delaware corporation (“Company”), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company (“NT Brands”), NEOS THERAPEUTICS, LP, a Texas limited partnership (“NT LP”; together with Company and NT Brands, each, a “Borrower” and collectively, the “Borrowers”), each other Loan Party Obligor party hereto, the Lenders party hereto, and ENCINA BUSINESS CREDIT, LLC, as agent for the Lenders (in such capacity, “Agent”).

LIMITED WAIVER
Limited Waiver • December 11th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

This LIMITED WAIVER (this “Waiver”), dated as of December 10, 2020, is entered into by and among NEOS THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company (“Commercial”), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company (“Brands”), NEOS THERAPEUTICS, LP, a Texas limited partnership (“Neos LP”), and PHARMAFAB TEXAS, LLC, a Texas limited liability company (“PharmaFab”, together with Commercial, Brands and Neos LP, each individually a “Guarantor”, and collectively, the “Guarantors”), DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DP3”) and DEERFIELD PARTNERS, L.P. (“DP”; and together with DP3, collectively, the “Lenders” and each, a “Lender”) and DEERFIELD MGMT, L.P., as collateral agent for itself, the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).

LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 11th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations

RE: Loan and Security Agreement (as amended, restated or otherwise modified, the "Loan Agreement") dated as of October 2, 2019, by and among NEOS THERAPEUTICS, INC., a Delaware corporation ("Company"), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company ("NT Brands"), NEOS THERAPEUTICS, LP, a Texas limited partnership ("NT LP"; together with Company and NT Brands, each a "Borrower" and collectively the "Borrowers"), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company ("NT Commercial"), and PHARMAFAB TEXAS, LLC, a Texas limited liability company ("NT PharmaFab" together with NT Commercial each a Loan Party Obligor and collectively, the “Loan Party Obligors”), the Lenders party hereto from time to time and ENCINA BUSINESS CREDIT, LLC, as agent for the Lenders (in such capacity, "Agent").

LIMITED WAIVER
Limited Waiver • November 9th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations • New York

This LIMITED WAIVER (this “Waiver”), dated as of November 6, 2020, is entered into by and among NEOS THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company (“Commercial”), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company (“Brands”), NEOS THERAPEUTICS, LP, a Texas limited partnership (“Neos LP”), and PHARMAFAB TEXAS, LLC, a Texas limited liability company (“PharmaFab”, together with Commercial, Brands and Neos LP, each individually a “Guarantor”, and collectively, the “Guarantors”), DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DP3”) and DEERFIELD PARTNERS, L.P. (“DP”; and together with DP3, collectively, the “Lenders” and each, a “Lender”) and DEERFIELD MGMT, L.P., as collateral agent for itself, the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).

SECOND AMENDMENT TO FACILITY AGREEMENT
Facility Agreement • November 5th, 2018 • Neos Therapeutics, Inc. • Pharmaceutical preparations

SECOND AMENDMENT TO FACILITY AGREEMENT (this “Amendment”), dated as of November 5, 2018, by and among NEOS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, NEOS THERAPEUTICS BRANDS, LLC, NEOS THERAPEUTICS, LP, PHARMAFAB TEXAS, LLC (collectively, the “Guarantors”), DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DPDF”) and DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“DSSF”, and together with DPDF collectively referred to as the “Lenders” and together with the Borrower and the Guarantors, the “Parties”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2020 • Neos Therapeutics, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made effective as of this 1st day of October 2019 (the “Amendment Effective Date”) by and between RICHARD I. EISENSTADT (“Executive”) and NEOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Company and the Executive collectively are referred to as the “Parties.”

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