DEPOSIT AGREEMENTDeposit Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • Vermont
DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) Innocoll AG, a company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Innocoll AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York
Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB [_______] (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate number of [·] no par value ordinary shares with a notional par value of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stuckaktien)) (the “Firm Shares”) registered with the Commercial Register of the Company (the “Ordinary Shares”), which will be sold by the Company as a result of the issuance of new shares by the Company in the Capital Increase (as defined below) which include the Option Shares (as defined below) to the several Underwriters.
Executive Employment AgreementExecutive Employment Agreement • March 19th, 2015 • Innocoll AG • Pharmaceutical preparations
In consideration of his employment by INNOCOLL AG (“Company”) and the compensation and benefits outlined below, and intending to be legally bound, ANTHONY P. ZOOK (“Executive”) agrees with Company as follows:
Phantom Share Award AgreementPhantom Share Award Agreement • April 22nd, 2015 • Innocoll AG • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
THIS AGREEMENT, dated as of August 21, 2009, between Innocoll Holdings, Inc., a Delaware corporation or its assignee (the “Company”), and James Croke, a resident of Ireland (the “Employee”).
THIS LICENCE is made the 24th day of November 2008 BETWEEN THE GRANTOR of the One Part and THE LICENSEE of the Other Part.Licensing Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • England and Wales
THIS AGREEMENT, dated as of January 12, 2004, between Innocoll, Inc., a Delaware corporation with its registered office located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810 or its assignee (the “Company”), and David Prior, an individual residing at 1B Cumberland Close, Ruddington, Nottingham, NG11 6PH UK (the “Employee”),
AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Pennsylvania
In consideration of his employment by INNOCOLL, INC. (“Company”) and the compensation and benefits outlined below, and intending to be legally bound, MICHAEL MYERS, Ph.D. (“Executive”) agrees with Company as follows:
LICENSING, MANUFACTURING AND SUPPLY AGREEMENTLicensing, Manufacturing and Supply Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations
This Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 12th day of October 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation (collectively, with its Affiliates “Innocoll”) whose principal office is Midlands Innovation and Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Pioneer Pharma Co. Ltd., offices located at Suite A-C 18F, HuDong Finance Building, No. 1128, Xiang Yin Road, Shanghai, China (“PIONEER”)
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • New York
This EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of April 3, 2013 (the “Effective Date”) by and between INNOCOLL Pharmaceuticals Limited, an Irish corporation (collectively with its Affiliates) (“INNOCOLL”), whose principal office is at Athlone Business & Technology Park, Garrycastle, Athlone, Co. Westmeath Ireland, and Biomet 3i, LLC, (“BIOMET”), a limited liability company whose principal office is at 4555 Riverside Drive, Palm Beach Gardens, Florida 33410.
AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Pennsylvania
In consideration of her employment by INNOCOLL, INC. (“Company”) and the compensation and benefits outlined below, and intending to be legally bound, DENISE P. CARTER (“Executive”) agrees as follows:
Amended and Restated Manufacture and Supply AgreementManufacture and Supply Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • Pennsylvania
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]
CONTRACT OF EMPLOYMENT made between Syntacoll GmbH, Donaustraße 24, 93342 Saal an der Donau - hereinafter referred to as “GmbH” - and Dr. Alexandra Timm, Beim Roten Kreuz 14, 93057 Regensburg - hereinafter referred to as “employee” - StatusContract of Employment • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2015 • Innocoll AG • Pharmaceutical preparations
In consideration of his employment by INNOCOLL, INC., a Virginia corporation (the “Company”) and the compensation and benefits outlined below, and intending to be legally bound, MICHAEL MYERS, Ph.D. (“Executive”) agrees with Company as follows:
Restricted Share Award AgreementRestricted Share Award Agreement • March 19th, 2015 • Innocoll AG • Pharmaceutical preparations
LICENSING, MANUFACTURING AND SUPPLY AGREEMENTLicensing, Manufacturing and Supply Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Dublin
This Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 5th day of December 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation (collectively, within its Affiliates “Innocoll”) whose principal office is Midlands Innovation and Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Saudi Centre for Pharmaceuticals, offices located at 341 Olaya Street, Riyadh, Saudi Arabia (“SCP”)
ContractLease • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
This Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the first day of June 2004 (the “Effective Date”), by and between BIOMET ORTHOPAEDICS SWITZERLAND GmbH, a Swiss company organized and existing under Swiss law, with offices located at Altes Widalmi 12CH-3216 Ried bei Kerzers, Switzerland (hereinafter called “Biomet”) and lnnocoll Technologies Limited, an Irish company organized and existing under Irish law, with offices located at IDA Roscommon Business and Technology Park, Gallowstown, Co. Roscommon (“Supplier” or “Innocoll”).
INNOCOLL AG SOFINNOVA VENTURE PARTNERS VIII, L.P. CERTAIN SHAREHOLDERS OF INNOCOLL AG SUPERVISORY BOARD MEMBER NOMINATION AND VOTING AGREEMENT DATED JULY [●], 2014Supervisory Board Member Nomination and Voting Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • New York
LICENSING, MANUFACTURING AND SUPPLY AGREEMENTLicensing, Manufacturing and Supply Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations • Dublin
This Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 5th day of December 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation (collectively, within its Affiliates “Innocoll”) whose principal office is Midlands Innovation and Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Saudi Centre for Pharmaceuticals, offices located at 341 Olaya Street, Riyadh, Saudi Arabia (“SCP”)
INNOCOLL AG Registered Ordinary Shares in the form of American Depositary Shares (each representing 1/13.25 of an Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2015 • Innocoll AG • Pharmaceutical preparations • New York
Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB 14298 (the “Company”), and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate number of [ ] no par value ordinary shares with a notional amount of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stückaktien)) (the “Shares”). The number of Shares sold by the Company to the several Underwriters will be created from the issuance of New Shares (as defined below) by the Company in the Capital Increase II (as defined below). The number of Shares set forth in the Pricing Agreement will be sold by the S
OPTION AGREEMENTOption Agreement • July 15th, 2014 • Innocoll AG • Pharmaceutical preparations
Award AgreementAward Agreement • July 15th, 2014 • Innocoll AG • Pharmaceutical preparations
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • July 24th, 2014 • Innocoll AG • Pharmaceutical preparations
This Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the first day of June 2004 (the “Effective Date”), by and between BIOMET ORTHOPAEDICS SWITZERLAND GmbH, a Swiss company organized and existing under Swiss law, with offices located at Altes Widalmi 12CH-3216 Ried bei Kerzers, Switzerland (hereinafter called “Biomet”) and Innocoll Technologies Limited, an Irish company organized and existing under Irish law, with offices located at IDA Roscommon Business and Technology Park, Gallowstown, Co. Roscommon (“Supplier” or “Innocoll”).
OPTION AGREEMENTOption Agreement • March 19th, 2015 • Innocoll AG • Pharmaceutical preparations
The Company and the Option Holder are each hereinafter individually referred to as a “Party” and together also as the “Parties”.
COLLAGEN TECHNOLOGIES (MGF)Finance Contract • April 10th, 2015 • Innocoll AG • Pharmaceutical preparations • England and Wales
