EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof, any Guarantor that becomes party hereto pursuant to Section 4.10 hereof AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 27, 2017 6.50%...Indenture • December 28th, 2017 • Egalet Corp • Pharmaceutical preparations • New York
INDENTURE dated as of December 27, 2017 between Egalet Corporation, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10 and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 2nd, 2015 • Egalet Corp • Pharmaceutical preparations • New York
Egalet Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATIONCommon Stock Purchase Warrant • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after the date hereof (the “Initial Exercise Date”), to subscribe for and purchase from Egalet Corporation, a Delaware corporation (the “Company”), [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Egalet Corporation 16,666,667 Shares of Common Stock Warrants to Purchase 16,666,667 Shares of Common Stock UNDERWRITING AGREEMENT July 6, 2017Underwriting Agreement • July 11th, 2017 • Egalet Corp • Pharmaceutical preparations • New York
Egalet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Cantor Fitzgerald & Co. (“CF&CO” or the “Representative”) is acting as representative, (i) an aggregate of 16,666,667 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), and (ii) 16,666,667 warrants to purchase an aggregate of 16,666,667 shares of Common Stock (the “Firm Warrants”) in the form, and with the terms described in the Prospectus (as defined below), which will be issued pursuant to the Warrant Agreement, to be dated as of the Closing Date (as defined below), between the Company and Broadridge Corporate Issuer Solutions, Inc., acting as warrant agent (the “Warrant Agreement”), all of which are to be issued and sold by the Company. Each Firm Share is being sold together with a Firm Warrant to purchase one share of Common Stock at an exercise price of
EGALET CORPORATION, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13% Senior Secured Notes due 2024Indenture • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • New York
INDENTURE dated as of January 31, 2019 among Egalet Corporation, a Delaware corporation with an address at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087 (the “Issuer”), the Guarantors party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2019 • Zyla Life Sciences • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2019 (the “Effective Date”), by and between Zyla Life Sciences, a Delaware corporation (the “Company”), and Todd N. Smith (the “Executive”).
FORM OF COMMON STOCK PURCHASE WARRANT(1) EGALET CORPORATIONCommon Stock Purchase Warrant • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time after the date hereof (the “Initial Exercise Date”), to subscribe for and purchase from Egalet Corporation, a Delaware corporation (the “Company”), [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 31, 2019, by and among Egalet Corporation, a Delaware corporation (the “Company”), and Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the “Stockholder”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2013 • Egalet Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this day of , 2013, by and between Egalet Corporation, 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”).
CREDIT AGREEMENT by and among CANTOR FITZGERALD SECURITIES as Agent, THE LENDERS THAT ARE PARTY HERETO as the Lenders, EGALET CORPORATION as Borrower Dated as of March 20, 2019Credit Agreement • March 20th, 2019 • Egalet Corp • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 20, 2019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), Cantor Fitzgerald Securities, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”) and Egalet Corporation, a Delaware corporation (the “Borrower”).
ContractWarrant Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
COLLATERAL AGREEMENT DATED AS OF MARCH 20, 2019 AMONGCollateral Agreement • March 20th, 2019 • Egalet Corp • Pharmaceutical preparations • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of March 20, 2019, by and among EGALET CORPORATION, a Delaware corporation with an address at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087 (the “Borrower”), the SUBSIDIARY PARTIES (as defined below) from time to time party hereto, CANTOR FITZGERALD SECURITIES, in its capacity as administrative agent for the Lenders (in such capacity, the “Agent”) and in its capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2019 • Zyla Life Sciences • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2019 (the “Effective Date”), by and between Zyla Life Sciences, a Delaware corporation (the “Company”) and H. Jeffrey Wilkins, MD (the “Executive”).
COLLATERAL AGREEMENT DATED AS OF JANUARY 31, 2019 AMONG EGALET CORPORATION, as Issuer, EGALET US INC., EGALET LIMITED, THE SUBSIDIARY PARTIES FROM TIME TO TIME PARTY HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL...Collateral Agreement • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of January 31, 2019, by and among EGALET CORPORATION, a Delaware corporation with an address at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087 (the “Issuer”), EGALET US INC., a Delaware corporation (“Egalet US”), EGALET LIMITED, a private limited company formed under the law of England and Wales (“Egalet UK”), the other SUBSIDIARY PARTIES (as defined below) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, in its capacity as Trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
Egalet Corporation Purchase AgreementPurchase Agreement • April 2nd, 2015 • Egalet Corp • Pharmaceutical preparations • New York
Egalet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $60,000,000 principal amount of its 5.50% Convertible Senior Notes due 2020 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $9,000,000 principal amount of its 5.50% Convertible Senior Notes due 2020 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 5.50% Convertible Senior Notes due 2020 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be issued pursuant to an Indenture expected to be dated as of April 7, 2015 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “
EXCHANGE AGREEMENTExchange Agreement • December 20th, 2017 • Egalet Corp • Pharmaceutical preparations
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Egalet Corporation, a Delaware corporation (the “Company”), and certain subsidiaries of the Company listed on the signature pages hereto (the “Guarantors”), on December 20, 2017 whereby the Holders will exchange (the “Exchange”) a portion of the Company’s existing 5.50% Convertible Senior Notes due 2020 (the “Existing Notes”) for the Company’s new 6.50% Convertible Senior Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture (the “Indenture”), to be dated on the date of Closing (as defined below), among the Company, the Guarantors and The Bank of New York Mellon, a New York banking corporatio
COLLABORATION AND LICENSE AGREEMENT BETWEEN ACURA PHARMACEUTICALS, INC. EGALET US, INC. AND EGALET LIMITED DATED JANUARY 7, 2015Collaboration and License Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2015 (the “Effective Date”), by and between Acura Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of New York, having offices located at 616 N. North Court, Suite 120, Palatine, IL 60067 (“Acura”), Egalet US, Inc., a corporation organized under the laws of the State of Delaware, having offices at 460 East Swedesford Road, Suite 19087, Wayne, PA (“Egalet US”), with respect to all rights and obligations under this Agreement in the United States (subject to Section 17.19), Egalet Limited, a company organized under the laws of England and Wales with its principal place of business at 33 St. James’ Square, London SW1Y 4JS, United Kingdom (“Egalet UK”), with respect to all rights and obligations under this Agreement outside of the United States (subject to Section 17.19) (Egalet US and Egalet UK individually, a “Egalet Entity,” and together, “Egalet”),
Service AgreementService Agreement • February 11th, 2014 • Egalet Corp • Pharmaceutical preparations
AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • October 22nd, 2018 • Egalet Corp • Pharmaceutical preparations
This AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of October 21, 2018, by and among Egalet Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (the “Supporting Holders”) of the Company’s 13% Senior Secured Notes (the “Secured Notes”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Forbearance Agreement.
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORSSupplemental Indenture • July 31st, 2018 • Egalet Corp • Pharmaceutical preparations • New York
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 7, 2015, providing for the issuance of the Company’s 5.50% Convertible Senior Notes due 2020 (the “Notes”);
EGALET CORPORATION Restricted Stock Award AgreementRestricted Stock Award Agreement • August 9th, 2018 • Egalet Corp • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (this "Agreement") is made and entered into as of _________ __], 20__ (the "Grant Date") by and between Egalet Corporation, a Delaware corporation (the "Company") and [________] (the "Grantee").
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 31, 2019 (the “Effective Date”), is by and among Egalet Corporation, a Delaware corporation (the “Corporation”), and each of the Stockholders (as defined below) signatory hereto.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT is dated as of January 31, 2019 (this “Agreement”), by and between Iroko Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and Egalet US, Inc., a Delaware corporation (“Buyer”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 28, 2015 (the “First Amendment Date”) and is entered into by and among EGALET CORPORATION, a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
EGALET CORPORATION Non-Qualified Option AgreementNon-Qualified Option Agreement • June 10th, 2014 • Egalet Corp • Pharmaceutical preparations • Delaware
This Non-Qualified Option Agreement (this “Agreement”) is made and entered into as of , by and between Egalet Corporation, a Delaware corporation (the “Company”), and (the “Participant”).
COLLABORATIVE LICENSE, EXCLUSIVE MANUFACTURE ANDCollaborative License, Exclusive Manufacture and Global Supply Agreement • May 17th, 2019 • Egalet Corp • Pharmaceutical preparations • New Jersey
This COLLABORATIVE LICENSE, EXCLUSIVE MANUFACTURE AND GLOBAL SUPPLY AGREEMENT (Agreement"), dated August 1, 2008 (the "Signature Date") and deemed effective as of November 1, 2008 (the "Launch Date"), is by and between:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This AMENDMENT (this “Amendment”), effective as of 12:01 a.m. [February 1], 2019, is entered into, consented to and approved by the undersigned individual, in his or her capacity as the Executive, and Egalet Corporation, a Delaware corporation (the “Company”), pursuant to and in accordance with Sections [12(a) and 12(h)] of that certain Employment Agreement, made and entered into as of [·], by and between the Company and the Executive (the “Agreement”).
EGALET CORPORATION Performance Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 29th, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of , 2019 (the “Grant Date”) by and between Egalet Corporation, a Delaware corporation (the “Company”) and [ ] (the “Grantee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of January 7, 2015 and is entered into by and between Egalet Corporation, a Delaware corporation (“Parent”) and each of its Subsidiaries that has delivered a Joinder Agreement (as defined herein) (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and together with Parent, collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
WAIVER AGREEMENTWaiver Agreement • October 5th, 2018 • Egalet Corp • Pharmaceutical preparations
This WAIVER AGREEMENT, dated as of October 3, 2018 (this “Agreement”), to the Indenture is by and among (a) Egalet Corporation, a Delaware corporation (the “Company”), (b) the Guarantors party to the Indenture and (c) the undersigned holder of Notes (the “Waiving Holder”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 20, 2015 (the “First Amendment Date”) and is entered into by and among EGALET CORPORATION, a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 6th, 2019 • Zyla Life Sciences • Pharmaceutical preparations
This Amendment No. 3, dated as of May 31, 2019 (this “Amendment”) to the Asset Purchase Agreement (the “APA”), dated as of October 30, 2018, by and among Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the “Company”), Egalet US Inc., a Delaware corporation (“NewCo”), and Egalet Corporation, a Delaware corporation (“Buyer Parent”), as amended by Amendment No. 1, dated as of January 30, 2019, and by Amendment No. 2, dated as of January 31, 2019 (together with the APA and Amendment No. 1, the “Original Agreement”), is entered into by and among the Company, Newco and Buyer Parent. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.
ContractLicense Agreement • March 16th, 2018 • Egalet Corp • Pharmaceutical preparations
***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with the Commission.
AMENDED AND RESTATED NANO-REFORMULATED COMPOUND LICENSE AGREEMENTNano-Reformulated Compound License Agreement • May 17th, 2019 • Egalet Corp • Pharmaceutical preparations • Delaware
This Amended and Restated Nano-Reformulated Compound License Agreement (this “Agreement”), dated October 30, 2018 (the “Agreement Date”), is made by and among iCeutica Inc., a Delaware corporation (“iCeutica Inc.”), its wholly-owned subsidiary iCeutica Pty Ltd., an Australian corporation (together, “iCeutica”), Iroko Pharmaceuticals, LLC, a Delaware limited liability company (“Iroko LLC”) and Iroko Properties Inc., a British Virgin Islands company (“Properties BVI” and together with Iroko LLC, “Iroko”). iCeutica and Iroko are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 31st, 2018 • Egalet Corp • Pharmaceutical preparations • New York
This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 30, 2018, is made and entered into by and among (1) Egalet Corporation (“Egalet”), a Delaware corporation, and its direct and indirect subsidiaries listed on the signature pages hereto (each, a “Company Party,” and collectively, the “Company”), and (2) the undersigned beneficial holders (or investment advisors or managers executing and delivering this Agreement for such beneficial holders) of Egalet Claims (as defined below) (together with their respective successors and permitted assigns, and any holder of Egalet Claims that becomes a party hereto in accordance with the terms hereof, each, a “Supporting Noteholder,” and collectively, the “Supporting Noteholders”).
