UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2021 • Biofrontera AG • Pharmaceutical preparations
The undersigned, Biofrontera AG, a German stock corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
BIOFRONTERA AG AND THE BANK OF NEW YORK MELLONDeposit Agreement • February 6th, 2018 • Biofrontera AG • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of _____________, 2018 among BIOFRONTERA AG, a stock corporation incorporated under the laws of Germany (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SERVICE CONTRACTService Contract • January 26th, 2018 • Biofrontera AG • Pharmaceutical preparations
Biofrontera Aktiengesellschaft, Hemmelrather Weg 201, 51377 Leverkusen, represented by the Supervisory Board, in turn represented by its Chairman, Dr. Ulrich Granzer,
Manufacturing and Supply Agreement (Projekt H 2000)And Supply Agreement • February 6th, 2018 • Biofrontera AG • Pharmaceutical preparations
This Manufacturing and Supply Agreement (together with its Attachments, which are incorporated herein by reference, the "Agreement") is made on June 1st, 2015 (the "Effective Date") by and between Hapila GmbH, Otto-Schott-Straße 9, 07552 Gera, Germany ("Hapila") and Biofrontera Pharma GmbH, HemmelratherWeg 201, D-51377 Leverkusen, Germany ("Biofrontera"). Hapila and Biofrontera are hereinafter also referred to individually as "Party" or collectively as "Parties".
Rental contractRental Agreement • January 12th, 2018 • Biofrontera AG • Pharmaceutical preparations
Biofrontera Bioscience GmbH Hemmelrather Weg 201 51377 Leverkusen represented by the Managing Directors entitled to collective representation, Prof. Dr. Hermann Lübbert and Dr. Reinhold Gahlmann
Biofrontera AG, Leverkusen: Publication pursuant to Section 111c AktG for distribution throughout EuropeBiofrontera AG • March 12th, 2020 • Pharmaceutical preparations
On March 11, 2020, Biofrontera AG, Leverkusen (“Company”) has entered into an agreement with Maruho Deutschland GmbH, Düsseldorf (“Lender”) to support the ongoing capital market activities of the Company as described below (“Agreement” or “Contract”). The Lender holds more than 20 % of the shares in the Company and is therefore a related party within the meaning of Section 111a (1) of the German Stock Corporation Act (AktG).
CONSENT TO SUBLEASE EDGEWATER OFFICE PARKSublease Agreement • January 12th, 2018 • Biofrontera AG • Pharmaceutical preparations
THIS CONSENT TO SUBLEASE (“Consent”) dated as of ____________________, 2016, is made with reference to that certain Sublease Agreement (the “Sublease”) dated 2016 and attached hereto as Exhibit A, by and between SDL XyEnterprise LLC, a Delaware limited liability company, formerly known as XyEnterprise Inc., with an address at 201 Edgewater Drive, Suite 225, Wakefield, Massachusetts 01880 (“Tenant”) and Biofrontera AG, a Delaware corporation with an address at 201 Edgewater Drive, Wakefield, Massachusetts 01880 (“Subtenant”), and is entered into by and among Tenant, Subtenant, and 101 Edgewater LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), with addresses in care of Hobbs Brook Management, LLC, 225 Wyman Street Waltham, Massachusetts 02451-1209, Attention: Real Estate Manager, with reference to the following facts:
Master Agreement relating to Contract Manufacturing, Supply and ConfidentialityMaster Agreement • January 12th, 2018 • Biofrontera AG • Pharmaceutical preparations
SERVICE CONTRACTService Contract • January 26th, 2018 • Biofrontera AG • Pharmaceutical preparations
Biofrontera Aktiengesellschaft, Hemmelrather Weg 201, 51377 Leverkusen, represented by the Supervisory Board, in turn represented by its Chairman, Mr. Jürgen Baumann,
Mandate AgreementMandate Agreement • February 6th, 2018 • Biofrontera AG • Pharmaceutical preparations
in relation to support during a cash capital increase as part of a subscription offer, and potentially a private placement for shares not subscribed for by shareholders, of up to 6,000,000 New Shares with subsequent admittance to quotation on the stock market in the Regulated Market of the Düsseldorf Stock Exchange and the Deutsche Börse.
CONSENT AND ACKNOWLEDGEMENT AGREEMENTConsent and Acknowledgement Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations
This CONSENT AND ACKNOWLEDGEMENT AGREEMENT (“Consent”), dated March 5, 2018 (“Consent Effective Date”), is entered into by and between MEDIMETRIKS PHARMACEUTICALS, INC., having its principal place of business at 383 Route 46 West, Fairfield, New Jersey 07004 (U.S.A.) (“Medimetriks”), CUTANEA LIFE SCIENCES, INC., having its principal place of business at 1500 Liberty Ridge Drive, Suite 3000, Wayne, Pennsylvania 19087 USA (“Cutanea”), and FERRER INTERNACIONAL, S.A., having its head office at Av. Diagonal, 549, 5th Floor, 08029 Barcelona (Spain) (“Ferrer”), sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUPPLY AGREEMENT FERRER INTERNACIONAL, S.A. AND CUTANEA LIFE SCIENCES, INC.Supply Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations • New York
This Supply Agreement (the “Agreement”) is made as of this ____ day of March, 2018 (the “Effective Date”), by and between Cutanea Life Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business at 1500 Liberty Ridge Drive, Suite 3000, Wayne, PA 19087 hereinafter referred to as “CUTANEA”), and Ferrer Internacional, S.A., a Spanish corporation with its principal place of business at Av. Diagonal, 549, 5th floor, 08029 Barcelona (Spain) (hereinafter indistinctly referred to as “Ferrer” and/or “Supplier”). CUTANEA and Ferrer taken together hereinafter are referred to as “PARTIES”.
AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations
This AMENDMENT NO. 1 (“Amendment No. 1”) to the LICENSE AND SUPPLY AGREEMENT dated March 10, 2014, is entered into by and between MEDIMETRIKS PHARMACEUTICALS, INC., having its principal place of business at 383 Route 46 West, Fairfield, New Jersey 07004 (U.S.A.) (“Medimetriks”), and FERRER INTERNACIONAL, S.A., having its head office at Av. Diagonal, 549, 5th Floor, 08029 Barcelona (Spain) (“Ferrer”), sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONVENIENCE TRANSLATION. The German version is authoritative. Service AgreementService Agreement • April 12th, 2021 • Biofrontera AG • Pharmaceutical preparations
Prof. Dr. Lübbert was last appointed Management Board Chairman/CEO of the Company by resolution of the Supervisory Board in 2015, until October 31, 2020. Prof. Dr. Lübbert’s appointment to the Management Board has now been extended beyond October 31, 2020 until December 31, 2022. Prof. Dr. Lübbert was again appointed Management Board Chairman (Management Board Chairman/CEO).
Share Purchase and Transfer AgreementShare Purchase and Transfer Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT is entered into as of March 5, 2018 by and between Medimetriks Pharmaceuticals, Inc., a Delaware corporation (“Medimetriks”), and Cutanea Life Sciences, Inc., a Delaware corporation (“Cutanea”).
License AgreementLicense Agreement • February 8th, 2021 • Biofrontera AG • Pharmaceutical preparations
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Service Agreement betweenService Agreement • February 8th, 2021 • Biofrontera AG • Pharmaceutical preparations
Biofrontera Aktiengesellschaft, Hemmelrather Weg 201, 51377 Leverkusen, represented by the Supervisory Board, this represented by its Chairman, Dr. Ulrich Granzer,
SUPPLY AGREEMENTSupply Agreement • December 22nd, 2017 • Biofrontera AG • Pharmaceutical preparations
Biofrontera Pharma GmbH, a company with its head office at Hemmelrather Weg 201, D-51377 Leverkusen, Germany (hereinafter called "BIOFRONTERA") and
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 29th, 2019 • Biofrontera AG • Pharmaceutical preparations • New York
FERRER INTERNACIONAL, S.A., with its head office at Av. Diagonal, 549, 5th, floor, 08029 Barcelona (Spain), hereinafter referred to as “Ferrer”, herein represented by [***], and [***], both as jointly empowered.
