—] Shares Iroko Pharmaceuticals Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Employment Agreement”), effective as of DATE, by and between Iroko Pharmaceuticals, LLC, a limited liability company organized under the laws of the State of Delaware (“Employer”), and EXECUTIVE NAME (“Executive”).
CAPITAL PROJECT AGREEMENTCapital Project Agreement • June 27th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement (the “Agreement”), is effective May 10, 2012 (the “Effective Date”) and is made by and between Iroko Pharmaceuticals, LLC, a Delaware limited liability company, whose principal place of business is at The Navy Yard Corporate Center, One Crescent Drive, Suite 400, Philadelphia, Pennsylvania 19112 (“Iroko”) and Catalent CTS, Inc., formerly known as Aptuit, Inc., a Delaware corporation, with offices located at 10245 Hickman Mills Drive, Kansas City, MO 64137 (“Catalent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”), effective as the Effective Date (as defined in Section 1.1 hereof) by and between Iroko Pharmaceuticals Inc., a company incorporated in the British Virgin Islands with company number 1732699 (“Employer”), and Osagie Imasogie (“Executive”).
ContractExclusive Sub-License Agreement • June 27th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • England and Wales
[***] indicates material that has been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. A complete copy of this agreement, including redacted portions so indicated, has been filed separately with the Securities and Exchange Commission.
PURCHASE AGREEMENT by and among DRAWBRIDGE IROKO HOLDINGS LLC, PHOENIX IP VENTURES LLC, and PHOENIX IP VENTURES-I, LP, as Sellers, IROKO HOLDINGS LLC and BROX ACQUISITION CO., as Buyer Dated as of August 10, 2010Purchase Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT is made and entered into and effective as of the 10th day of August, 2010, by and among Drawbridge Iroko Holdings LLC (“Drawbridge”), Phoenix IP Ventures-I, LP (“PIPV-I”) and Phoenix IP Ventures LLC (“PIPV” and together with PIPV-I and Drawbridge, “Sellers”), Iroko Holdings LLC, a Delaware limited liability company (the “Company”), and Brox Acquisition Co., a Delaware corporation (“Buyer”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 25th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This MASTER SERVICES AGREEMENT (the “Agreement”), is made and entered into as of September 10, 2010 (the “Effective Date”), by and between Iroko Pharmaceuticals, LLC, a Delaware limited liability company, having its office at Navy Yard Corporate Center, One Crescent Drive, Suite 400, Philadelphia, PA 19112 USA (the “Company”) and APTUIT INC., a Delaware corporation, having its headquarters offices at Two Greenwich Office Park, Greenwich, Connecticut 06831, together with its Affiliates (as defined below), (“APTUIT”).
ContractManufacturing Agreement • June 27th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • England and Wales
[***] indicates material that has been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. A complete copy of this agreement, including redacted portions so indicated, has been filed separately with the Securities and Exchange Commission.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Management Services Agreement (this “Agreement”), dated as of July 10, 2013, is entered into by and between Iroko Pharmaceuticals Inc. a company incorporated under the laws of the British Virgin Islands (the “Company”), and Phoenix IP Ventures-III, LLC, a Delaware limited liability company (the “Service Provider”). The Company and Service Provider desire to set forth the terms and conditions upon which Service Provider will provide certain services to the Company and any direct or indirect subsidiaries of the Company (collectively with the Company, the “Relevant Entities”). The Company and Service Provider hereby agree as follows:
NANO-REFORMULATED COMPOUND LICENSE AGREEMENTNano-Reformulated Compound License Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This is a Nano-Reformulated Compound License Agreement, dated as of December 28, 2012 (the “Effective Date”), by and among iCeutica Inc. (“iCeutica Inc.”), a Delaware corporation having an address of One Kew Place, 150 Rouse Boulevard, Philadelphia, PA, 19112, its wholly owned subsidiary iCeutica Pty Ltd (“iCeutica”) (ACN 113 244 152), an Australian corporation having an address of Unit 4, 97 Hector Street, Osborne Park, Western Australia 6016, and Iroko Pharmaceuticals Inc. (“Iroko”), a company incorporated under the laws of the British Virgin Islands having an address of Geneva Place, Waterfront Drive, PO Box 3469, Road Town, Tortola, British Virgin Islands.
CONFIDENTIAL Dated 23 May 2013 Revolving Credit FacilityRevolving Credit Facility • June 25th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations
AMENDED AND RESTATED NANO-REFORMULATED COMPOUND LICENSE AND OPTION AGREEMENTNano-Reformulated Compound License and Option Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This is a Nano-Reformulated Compound License and Option Agreement, dated June 19, 2007 (the “Effective Date”), and amended and restated as of May 6, 2008 and further amended on October 22, 2008 and December 12, 2012 and amended and restated on December 28, 2012, by and among iCeutica Inc. (“iCeutica Inc.”), a Delaware corporation having an address of One Kew Place, 150 Rouse Boulevard, Philadelphia, PA, 19112, its wholly-owned subsidiary iCeutica Pty Ltd (“iCeutica”) (ACN 113 244 152), an Australian corporation having an address of Unit 4, 97 Hector Street, Osborne Park, Western Australia 6016, and Iroko Pharmaceuticals, LLC (“Iroko”), a Delaware limited liability company having an address of One Kew Place, 150 Rouse Boulevard, Philadelphia, PA, 19112.
CONFIDENTIAL SERVICE AGREEMENTConfidential Service Agreement • June 25th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This agreement (the “Agreement”) is made as of November 30, 2012 (the “Effective Date”) by and between VENTIV COMMERCIAL SERVICES, LLC, a New Jersey limited liability company (“Ventiv”) and IROKO PHARMACEUTICALS LLC, a Delaware limited liability company (“Iroko”). Ventiv and Iroko may each be referred to herein as a “Party” and collectively as the “Parties”.
IROKO PHARMACEUTICALS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 11th, 2013 • Iroko Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [ ], by and between Iroko Pharmaceuticals Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and [ ] (“Indemnitee”).
