RECRO PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2014 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Societal CDMO, Inc.Pre-Funded Common Stock Purchase Warrant • August 28th, 2023 • Societal CDMO, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Societal CDMO, Inc., a Pennsylvania corporation (the “Company”), up to ______ 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).
Recro Pharma, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 13th, 2021 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
Recro Pharma, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 13,333,333 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,999,999 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
RECRO PHARMA, INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 29th, 2017 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
] Shares Recro Pharma, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • December 1st, 2016 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
Recro Pharma, Inc., a Pennsylvania corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Piper Jaffray & Co. is acting as representative (the “Representative”), an aggregate of [ ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of [ ] additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (the “Agreement”) are herein called the “Securities.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 19th, 2019 • Recro Pharma, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2019, by and between RECRO PHARMA, INC., a Pennsylvania corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2018 • Recro Pharma, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2018, by and between RECRO PHARMA, INC., a Pennsylvania corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
14,640,000 SHARES of Common Stock AND 6,110,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 6,110,000 WARRANT SHARES) Societal CDMO, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2023 • Societal CDMO, Inc. • Pharmaceutical preparations • New York
The undersigned, Societal CDMO, Inc., a company incorporated under the laws of Pennsylvania (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Societal CDMO, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2024 • Societal CDMO, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of December 12, 2022, by and among SOCIETAL CDMO, INC., a Pennsylvania corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ROYAL BANK OF CANADA, as the Administrative Agent.
FORM OF WARRANTWarrant Agreement • March 11th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Societal CDMO, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • December 13th, 2022 • Societal CDMO, Inc. • Pharmaceutical preparations
Societal CDMO, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom RBC Capital Markets, LLC is acting as representative (the “Representative” or “you”) an aggregate of 27,841,737 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 1, 2015, is made by and among RECRO PHARMA, INC., a Pennsylvania corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2019 • Recro Pharma, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2019, by and between RECRO PHARMA, INC., a Pennsylvania corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2020 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Recro Pharma, Inc., a Pennsylvania corporation (the “Company”) and J. David Enloe, Jr., an individual (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2013 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of October, 2013, by and between Recro Pharma, Inc., a Pennsylvania corporation (the “Company”), and Donna Nichols, an individual (the “Executive”).
CREDIT AGREEMENT Dated as of December 12, 2022 among SOCIETAL CDMO, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, ROYAL BANK OF CANADA, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY...Credit Agreement • December 12th, 2022 • Societal CDMO, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of December 12, 2022, by and among SOCIETAL CDMO, INC., a Pennsylvania corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ROYAL BANK OF CANADA, as the Administrative Agent.
Societal CDMO, Inc. Series A Convertible Preferred Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • December 13th, 2022 • Societal CDMO, Inc. • Pharmaceutical preparations
Societal CDMO, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom RBC Capital Markets, LLC is acting as representative (the “Representative” or “you”) an aggregate of 450,000 series A convertible preferred stock, par value $0.01 per share, (the “Securities”).
TAX MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019Tax Matters Agreement • November 26th, 2019 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 20, 2019 by and between Recro Pharma, Inc., a Pennsylvania corporation (“Recro”), and Baudax Bio, Inc.1, a Pennsylvania corporation (“Baudax”). Each of Recro and Baudax is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement entered into between the Parties as of the date hereof (the “Separation Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2016 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of July, 2016, by and between Recro Pharma, Inc., a Pennsylvania corporation (the “Company”), and Michael Celano, an individual (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among: SOCIETAL CDMO, INC., CORERX, INC., and CANE MERGER SUB, INC. Dated as of February 28, 2024Merger Agreement • February 28th, 2024 • Societal CDMO, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 28, 2024 (the “Agreement Date”), by and among CoreRx, Inc., a Florida corporation (“Parent”), Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Societal CDMO, Inc., a Pennsylvania corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENTPartial Assignment, Assumption and Bifurcation Agreement • November 26th, 2019 • Recro Pharma, Inc. • Pharmaceutical preparations • Delaware
This PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENT (this “Agreement”) is made and entered into by and between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (“APIL”), Recro Gainesville LLC, a Massachusetts limited liability company with an address of 1300 Gould Drive, Gainesville, GA 30504 (“Recro Gainesville”), as successor in interest to Recro Technology LLC (f/k/a DV Technology LLC) and a wholly-owned subsidiary of Recro Pharma, Inc., a Pennsylvania corporation with an address of 490 Lapp Road, Malvern PA 19355 (“Recro Pharma”), and Baudax Bio, Inc., a Pennsylvania corporation, with an address of 490 Lapp Road, Malvern PA 19355 (“Baudax”).
Master Manufacturing Services Agreement 14 JULY 2017Master Manufacturing Services Agreement • August 11th, 2017 • Recro Pharma, Inc. • Pharmaceutical preparations • England
Patheon's liability for Active Materials calculated in accordance with Section 2.2 of the Master Agreement for any Product in a Year will not exceed, in the aggregate, the maximum credit value set forth below:
RECRO PHARMA, INC. COMMON STOCK PURCHASE WARRANT dated as of November 17, 2017Common Stock Purchase Warrant • November 20th, 2017 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS CERTIFIES THAT, for value received, Athyrium Opportunities II Acquisition LP or its successors or permitted assigns (such Person and such successors and assigns each being the “Warrant Holder” with respect to the Warrant held by it), at any time and from time to time on any Business Day on or prior to 5:00 p.m. (New York City time) on the Expiration Date (as herein defined), is entitled (a) to purchase from Recro Pharma, Inc., a Pennsylvania corporation (the “Company”), 174,332 Shares at a price per Share equal to the Exercise Price (as herein defined), and (b) to the other rights set forth herein; provided that the number of Shares issuable upon any exercise of this Warrant and the Exercise Price shall be adjusted and readjusted from time to time in accordance with Section 5. This Common Stock Purchase Warrant (this “Warrant”) is issued under and pursuant to that certain Credit Agreement, dated as of November 17, 2017, by and among the Company, as the borrower, the guarantors par
NON-INJECTABLE DEXMEDETOMIDINE LICENSE AGREEMENT between RECRO PHARMA, INC. and ORION CORPORATION DATED AS OF AUGUST 22, 2008License Agreement • November 29th, 2013 • Recro Pharma, Inc. • Pharmaceutical preparations
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 29th, 2013 • Recro Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS INVESTOR RIGHTS AGREEMENT (“Agreement”) is entered into as of September 4, 2008, by and among Recro Pharma, Inc., a Pennsylvania corporation, f/k/a Rēcro Pharma 1, Inc. (the “Company”), and the investors listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYEE MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019Employee Matters Agreement • November 26th, 2019 • Recro Pharma, Inc. • Pharmaceutical preparations
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 20, 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned subsidiary of Recro. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of November 20, 2019 (the “Separation Agreement”).
MASTER LEASE AGREEMENTMaster Lease Agreement • March 1st, 2023 • Societal CDMO, Inc. • Pharmaceutical preparations
THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of December 14, 2022 (the “Effective Date”), by and between Tenet Equity Funding SPE Gainesville, LLC, a Delaware limited liability company (“Lessor”), whose address is 7332 E. Butherus Drive, Suite 100, Scottsdale, Arizona 85260, and SOCIETAL CDMO GAINESVILLE, LLC, a Massachusetts limited liability company (“Lessee”), whose address is 1300 Gould Drive, Gainesville, Georgia 30504.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 28th, 2018 • Recro Pharma, Inc. • Pharmaceutical preparations
This Second Amendment to Purchase and Sale Agreement (this “Amendment”), dated December 20, 2018 (the “Amendment Effective Date”) by and among Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), Daravita Limited, a private company limited by shares and incorporated in Ireland (“Daravita”), Alkermes US Holdings, Inc. (as successor in interest to Eagle Holdings USA, Inc.), a Delaware corporation (together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC (as successor to Recro Pharma LLC), a Massachusetts limited liability company and wholly-owned subsidiary of Recro (“Recro Gainesville” and, together with Recro, “Purchasers”), amends that certain Purchase and Sale Agreement, dated as of March 7, 2015 and amended on December 8, 2016, by and among Sellers, Daravita and Purchasers (as amended, the “Agreement”).
ContractCommon Stock Purchase Warrant • August 14th, 2023 • Societal CDMO, Inc. • Pharmaceutical preparations • Pennsylvania
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
SECOND AMENDMENT TO ASSET TRANSFER AND LICENSE AGREEMENTAsset Transfer and License Agreement • December 28th, 2018 • Recro Pharma, Inc. • Pharmaceutical preparations • Delaware
This Second Amendment to Asset Transfer and License Agreement (this “Second Amendment”), dated December 20, 2018, entered into by and between Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), and Recro Gainesville LLC (as successor to DV Technology LLC), a Massachusetts limited liability company (“Recro” or “Purchaser”), amends that certain Asset Transfer and License Agreement, dated as of April 10, 2015 and amended on December 23, 2015, by and among the parties hereto (as so amended, the “Agreement”).
PURCHASE AND SALE AGREEMENT by and among ALKERMES PHARMA IRELAND LIMITED, DARAVITA LIMITED, EAGLE HOLDINGS USA, INC., RECRO PHARMA, INC. and RECRO PHARMA LLC Dated as of March 7, 2015Purchase and Sale Agreement • March 11th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 7, 2015, is by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Pharma LLC, a Delaware limited liability company and wholly-owned subsidiary of Recro (“Acquisition Sub,” and together with Recro, “Purchasers”).
EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASSET TRANSFER AND LICENSE AGREEMENTAsset Transfer and License Agreement • May 12th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • Delaware
This ASSET TRANSFER AND LICENSE AGREEMENT (the “Agreement”) is dated as of April 10, 2015 (the “Effective Date”) between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (“APIL”), and DV Technology LLC, a Delaware limited liability company whose registered address is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA (“Purchaser,” and Purchaser shall include, after the Effective Date, any entity possessing the obligations of Purchaser set forth in this Agreement).
DEXMEDETOMIDINE API SUPPLY AGREEMENTApi Supply Agreement • November 29th, 2013 • Recro Pharma, Inc. • Pharmaceutical preparations
This API Supply Agreement (the “Agreement”) is entered into this 22nd day of August, 2008 (the “Effective Date”), by and among Recro Pharma, Inc., a company incorporated under the laws of the Commonwealth of Pennsylvania (“Customer” or “Recro”), and Orion Corporation, a company incorporated under the laws of Finland (“Supplier” or “Orion”). Customer and Supplier may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 8th, 2016 • Recro Pharma, Inc. • Pharmaceutical preparations
This First Amendment (this “Amendment”) to the Purchase and Sale Agreement (the “Agreement”), dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Recro (as successor to Recro Pharma LLC, together with Recro, “Purchasers”), is dated December 8, 2016.
SECURITY AGREEMENTSecurity Agreement • November 20th, 2017 • Recro Pharma, Inc. • Pharmaceutical preparations
THIS SECURITY AGREEMENT dated as of November 17, 2017 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Athyrium Opportunities III Acquisition LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
