14,000,000 Ordinary Shares Warrants to Purchase 14,000,000 Ordinary Shares Osmotica Pharmaceuticals plc UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
SERIES A-1 ORDINARY SHARE PURCHASE WARRANT RVL Pharmaceuticals plcRVL Pharmaceuticals PLC • August 18th, 2023 • Pharmaceutical preparations
THIS SERIES A-1 ORDINARY SHARE 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Shareholder Approval Date, provided that, if such date is not a Trading Date, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from RVL Pharmaceuticals plc, an Irish incorporated public limited company (the “Company”), up to Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Osmotica Pharmaceuticals plc Ordinary Shares (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 8th, 2021 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
Osmotica Pharmaceuticals plc, an Irish public limited company (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ORDINARY SHARE PURCHASE WARRANT OSMOTICA PHARMACEUTICALS PLCOsmotica Pharmaceuticals PLC • October 12th, 2021 • Pharmaceutical preparations • New York
THIS ORDINARY SHARE 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 on or prior to 5:00 p.m. (New York City time) on April 14, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Osmotica Pharmaceuticals plc, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”), provided that, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder (“Registration Statement Unavailability”) at any time during the term of this Warrant (the aggregate number of days on which the Registration Statement Unavailability occurs, the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2023 • RVL Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2023, between RVL Pharmaceuticals plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DEED OF INDEMNIFICATIONDeed of Indemnification • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This Deed of Indemnification (this “Deed”) is effective as of 2018, by and between Osmotica Pharmaceuticals plc, an Irish public limited company (as further defined below, the “Company”), and [INSERT NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated May 2, 2016, is entered into by and between Vertical/Trigen Opco, LLC (the “Company”), which is a wholly-owned subsidiary of Vertical/Trigen Holdings, LLC (“Holdings”), and Tina deVries (the “Executive”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 11th, 2022 • RVL Pharmaceuticals PLC • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT is entered into as of October 1, 2021 among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (the “Issuer”), RVL HOLDINGS US LLC, a Delaware limited liability company (“Intermediate Holdings”), RVL PHARMACEUTICALS PLC, an Irish public limited company (“Super Holdings”), the Guarantors (defined herein), the Purchasers (defined herein) and ATHYRIUM OPPORTUNITIES IV ACQUISITION LP, as the Administrative Agent.
CONFORMED COPYCredit Agreement • March 30th, 2021 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT, dated as of February 3, 2016 (this “Agreement”), by and among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (“OPC”), ORBIT BLOCKER I LLC, a Delaware limited liability company (“OBI”), ORBIT BLOCKER II LLC, a Delaware limited liability company (“OBII”), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (“Valkyrie” and together with OPC, OBI and OBII, the “Borrowers” and sometimes individually, a “Borrower”), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties (as defined in Article 1), the Lenders (as defined in Article 1) and CIT BANK, N.A. (“CIT”), as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the “Administrative Agent”).
THIS 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.Distribution and Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Distribution and Supply Agreement (the “Agreement”) is entered into as of June 28, 2011 (the “Effective Date”) by and between Cipher Pharmaceuticals Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 4P1, and Vertical Pharmaceuticals Inc. (“Distributor”), a corporation organized under the laws of the state of New Jersey with an address at 2400 Main Street, Suite 6, Sayreville, New Jersey 08872. Unless otherwise specified, all capitalized terms shall have the meaning specified in Article 1 herein.
THIS 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. TABLETS MARKETING RIGHTS AGREEMENTTablets Marketing Rights Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This TABLETS MARKETING RIGHTS AGREEMENT (the “Agreement”) is dated March 10, 2010 (the “Effective Date” as that term is defined in Section 1.6 below), by and between Argent Development Group, LLC, a California limited liability company with mailing address of P.O. Box 4531, Mountain View, CA 94040 (“Argent”), and Vertical Pharmaceuticals, Inc., a New Jersey corporation with offices at 2400 Main Street Extension, Suite 6, Sayreville, New Jersey 08872 (“Vertical”).
THIS 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. STOCK PURCHASE AGREEMENT by and among the...Stock Purchase Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT is made and entered into and effective as of October 24, 2017, by and among Nephron Pharmaceuticals Corporation (“NPC”), Point Guard Partners, LLC, VOOM LLC, Tom Riedhammer, Avery Family Trust, and Vision Quest Holdings, LLC, collectively, the shareholders of REVITALID, INC., a Delaware corporation (herein the “Company”), the “Sellers”; and OSMOTICA PHARMACEUTICAL CORP, a Delaware corporation (the “Buyer”); each of which is a “Party” and all together the “Parties”.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • August 11th, 2022 • RVL Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Share Subscription Agreement (this “Agreement”) is dated as of August 4, 2022 (the “Effective Date”), by and between RVL Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland (the “Company”), and Avista Healthcare Partners, L.P., a Bermuda limited partnership (the “Purchaser”).
SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 17, 2018 AMONG OSMOTICA PHARMACEUTICALS PLC ACP HOLDCO (OFFSHORE), L.P. ACP III AIV, L.P. ALTCHEM LIMITED ORBIT CO-INVEST A-I LLC ORBIT CO-INVEST 1 LLC ORBIT CO-INVEST II LLC ORBIT CO-INVEST III LLC AND THE...Shareholders Agreement • March 28th, 2019 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of October 17, 2018, is entered into by and among Osmotica Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland with registration number 607944 and registered office at 25-28 North Wall Quay, Dublin 1, Ireland (together with its successors, the “Company”), ACP Holdco (Offshore), L.P., a Bermuda exempted limited partnership (“ACP Offshore”), ACP III AIV, L.P., a Bermuda exempted limited partnership (the “VCOC”, and together with ACP Offshore, the “Avista Shareholder”), Altchem Limited (the “Altchem Shareholder”), and each of Altchem, on the one hand, and the Avista Shareholder, collectively, on the other hand, a “Sponsor”), Orbit Co-Invest A-I LLC, a Delaware LLC (“Orbit A-1”), Orbit Co-Invest I LLC, a Delaware LLC (“Orbit 1”) and Orbit Co-Invest III, LLC (“Orbit 3”, and together with Orbit A-1 and Orbit 1, the “Co-Invest Vehicles”), the shareholders listed on Annex A hereto as Management Shareholde
THIS 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. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND...Quality Assurance Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the “Agreement”) is made and entered into as of November 24, 2003 (hereinafter “Date of Agreement”) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter “Orion”), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter “USL”). Orion and USL may also be described individually as “Party” or collectively as “Parties”.
THIS 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. Master Manufacturing Services Agreement August 21,...Product Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration {the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
THIS 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. AMENDMENT NO. 3 to DISTRIBUTION AND SUPPLY...Distribution and Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amendment No. 3 (the “Third Amendment) to the Distribution and Supply Agreement (the “Agreement”) is entered into as of the 1st day of January, 2015 (the “Effective Date”) by and between Cipher Pharmaceuticals, Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road, Unit 16, Mississauga Ontario 14W 4P1, Canada, and Vertical Pharmaceuticals, LLC, as successor to Vertical Pharmaceuticals, Inc. (“Distributor”), a Delaware limited liability company with an address at 2500 Main Street Extension, Suite 6, Sayreville, New Jersey 08872, each individually a “Party” and together the “Parties.”. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.
THIS 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. MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into this 8th day of March, 2010 (the “Effective Date”), by and between MIKART, INC. (“Mikart”) and VERTICAL PHARMACEUTICALS, INC. (“Vertical”). Mikart is a Georgia corporation with its principal place of business at 1750 Chattahoochee Avenue, Atlanta, Georgia 30318. Vertical is a New Jersey corporation with its principal place of business at 2400 Main Street, Suite 6, Sayerville, New Jersey 08872.
CREDIT AGREEMENT Dated as of February 3, 2016 Among OSMOTICA PHARMACEUTICAL CORP., ORBIT BLOCKER I LLC, ORBIT BLOCKER II LLC and VALKYRIE GROUP HOLDINGS, INC. as the Borrowers, OSMOTICA HOLDINGS US LLC, as Holdings, THE LOAN GUARANTORS PARTY HERETO,...Credit Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT, dated as of February 3, 2016 (this “Agreement”), by and among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (“OPC”), ORBIT BLOCKER I LLC, a Delaware limited liability company (“OBI”), ORBIT BLOCKER II LLC, a Delaware limited liability company (“OBII”), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (“Valkyrie” and together with OPC, OBI and OBII, the “Borrowers” and sometimes individually, a “Borrower”), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties (as defined in Article 1), the Lenders (as defined in Article 1) and CIT BANK, N.A. (“CIT”), as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the “Administrative Agent”).
THIS 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. METHYLPHENIDATE SUPPLY AGREEMENTMethylphenidate Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This Methylphenidate Supply Agreement (this “Agreement”) is made as of the 16th day of March, 2017 (“Effective Date”), by and between Mallinckrodt LLC, a Delaware limited liability company having a place of business at 675 McDonnell Boulevard, Hazelwood, MO 63042 (“Mallinckrodt”) and Osmotica Kereskedelmi es Szolgalato Kft, a Hungarian corporation located at Berlini u. 47-49, Budapest, 1045- Hungary (“Osm Kft”), and, solely for purposes of Section 11.15, Osmotica Pharmaceutical Corporation, a Delaware corporation located at 895 Sawyer Road, Marietta, GA 30062 (“Osmotica”). Osm Kft and Mallinckrodt may be referred to each individually as a “Party” or collectively as the “Parties.”
THIS 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. Fifth Amendment to the Licensing, Supply,...Distribution and Collaboration Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This fifth amendment (the “Fifth Amendment”), effective as of the 1st day of January, 2018, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (the “Agreement”), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, the Third Amendment dated May 20, 2010 and the Fourth Amendment dated August 1, 2013 (the Agreement and the amendments are collectively referred to as the “Amended Agreement”), by and between Upsher-Smith Laboratories, Inc. (“USL”), and Orion Corporation (“Orion”). The Amended Agreement was assigned to Vertical Pharmaceuticals, LLC (“Vertical”) by USL, effective as of March 24, 2014. Capitalized terms appearing in this Fifth Amendment not defined herein have the meaning given to them in the Amended Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 28, 2017, by and among, OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (“OPC”), ORBIT BLOCKER I LLC, a Delaware limited liability company (“OBI”), ORBIT BLOCKER II LLC, a Delaware limited liability company (“OBII”), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (“Valkyrie” and together with OPC, OBI and OBII, the “Borrowers”), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (“Holdings”) in its own capacity and as Borrower Representative, CIT BANK, N.A. (“CIT”), as Administrative Agent and the Lenders party hereto (the “Consenting Lenders”).
AMENDMENT NO. 1 TO MASTER MANUFACTURING SERVICES AGREEMENTMaster Manufacturing Services Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amendment No. 1 to the Master Manufacturing Services Agreement (this “Amendment”) effective January 1, 2017 (the “Amendment Effective Date”), between Osmotica Pharmaceutical US LLC, a Delaware limited liability company, having its principal place of business at 895 Sawyer Road, Marietta, Georgia 30062 (“Client”) and Patheon Pharmaceuticals Inc. a Delaware corporation having its principal place of business at 2110 East Galbraith Road, Cincinnati, OH 45237-1625 (“Patheon”), and together with Client, the “Parties”, and each, a “Party”).
THIS 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. Fourth Amendment To The Licensing, Supply,...Distribution and Collaboration Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This fourth amendment (the “Fourth Amendment”), effective as of the 1st day of August, 2013, amends the Licensing, Supply, Marketing, Distribution and Collaboration Agreement dated effective as of November 24, 2003 (“Agreement”), as amended by the First Amendment dated May 20, 2004, the Second Amendment dated June 30, 2004, and Third Amendment dated May 20, 2010 (the Agreement, as amended, being the “Amended Agreement”), by and between Upsher-Smith Laboratories, Inc. (“USL”), and Orion Corporation (“Orion”). Capitalized terms appearing in this Fourth Amendment not defined herein have the meaning given to them in the Amended Agreement.
2016 EQUITY INCENTIVE PLAN OPTION GRANT AWARD AGREEMENTThis Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is made as of (the “Grant Date”), between Osmotica Holdings S.C.Sp., a Luxembourg special limited partnership (the “Partnership”), and (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Osmotica Holdings S.C.Sp. 2016 Equity Incentive Plan (the “Plan”).
BUSINESS COMBINATION AGREEMENT AMONG THE OSMOTICA SHAREHOLDERS, as defined herein, OSMOTICA HOLDINGS CORP LIMITED, ALTCHEM LIMITED, as the Osmotica Shareholders’ Representative, THE VERTICAL/TRIGEN SHAREHOLDERS, as defined herein, VERTICAL/TRIGEN...Business Combination Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of December 3, 2015 (this “Agreement”), among each of the persons designated as an “Osmotica Shareholder” on the signature pages hereto (collectively, the “Osmotica Shareholders”), Osmotica Holdings Corp Limited, a company organized under the laws of the Cyprus (“Osmotica”), Altchem Limited (“Altchem Limited”), solely in its capacity as representative for the Osmotica Shareholders (the “Osmotica Shareholders’ Representative”), each of the persons designated as a “Vertical/Trigen Shareholder” on the signature pages hereto (collectively, the “Vertical/TrigenU Shareholders”), Vertical/Trigen Holdings, LLC, a Delaware limited liability company (“Vertical/Trigen”), Avista Capital Partners III GP, LP, solely in its capacity as representative for the Vertical/Trigen Shareholders (the “Vertical/Trigen Shareholders’ Representative”), and Osmotica Holdings S.C.Sp., a special limited partnership organized under the laws of Luxembourg and which, prior to Cl
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • RVL Pharmaceuticals PLC • Pharmaceutical preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into this 3rd day of December, 2015, by and between Vertical/Trigen Holdings, LLC, a Delaware limited liability company, and its successors and assigns (“Vertical/Trigen” or the “Company”) and Brian A. Markison (the “Executive”).
THIS 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. LICENSE AGREEMENTLicense Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (“Agreement”) is made as of August 31, 2011 (the “Effective Date”) by and between VOOM, LLC, a limited liability company organized and existing under the laws of Delaware, having an office located at 625 Via Trepadora, Santa Barbara, CA 93110 (“Licensor”), and RevitaLid, Inc., a corporation organized and existing under the laws of Delaware, having a principal place of business at 400 N. Ashley Dr., Ste. 1950, Tampa, FL 33602 (“RevitaLid”). Licensor and RevitaLid are each individually referred to herein as a “Party” and collectively referred to as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This Indemnification Agreement (“Agreement”) is made and entered into as of [·] by and between Osmotica Holdings US LLC, a Delaware limited liability company (the “Company”), and [·] (“Indemnitee”).
THIS 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. AMENDMENT NO. 2 to DISTRIBUTION AND SUPPLY...Distribution and Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amendment No. 2 to Distribution and Supply Agreement (this “Amendment”) is entered into as of November 21, 2013 (the “Effective Date”) by and between Cipher Pharmaceuticals Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario IAW 4Pl, and Vertical Pharmaceuticals, Inc. (“Distributor”), a corporation organized under the laws of the state of New Jersey with an address at 2500 Main Street Extension, Suite 6, Sayreville, New Jersey 08872. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.
AMENDMENT NO. 1 to DISTRIBUTION AND SUPPLY AGREEMENT between CIPHER PHARMACEUTICALS INC. and VERTICAL PHARMACEUTICALS, INC.Distribution and Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amendment No. 1 to Distribution and Supply Agreement (this “Amendment”) is entered into as of March 27th, 2012 (the “Effective Date”) by and between Cipher Pharmaceuticals Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 41’1, and Vertical Pharmaceuticals, Inc. (“Distributor”), a corporation organized under the laws of the state of New Jersey with an address at 2400 Main Street, Suite 6, Sayreville, New jersey 08872. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.
THIS 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. Third Amendment to the License, Supply, Marketing,...Osmotica Pharmaceuticals PLC • September 14th, 2018 • Pharmaceutical preparations
This Third Amendment effective as of May 20, 2010 (the “Third Amendment”), amends the License, Supply, Marketing, Distribution and Collaboration Agreement by and between Upsher-Smith Laboratories, Inc. (“USL”) and Orion. Corporation (“Orion”) effective as of November 24, 2003, as amended by the First Amendment (the “First Amendment”) dated effective May 20, 2004, and the Second Amendment (the “Second Amendment”) dated effective June 30, 2004 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as the “Agreement”). Capitalized terms appearing in this Third Amendment not defined herein have the meaning given to them in the Agreement.
THIS 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. PRODUCT AGREEMENT (Includes Schedules A to E)...Product Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
This Product Agreement (this “Product Agreement”) is issued under the Master Manufacturing Services Agreement dated August 21, 2014 between Patheon Pharmaceuticals Inc., and Osmotica Pharmaceutical Corp., (the “Master Agreement”), and is entered into October 1, 2014 (the “Effective Date”), between Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State of Delaware, having a principal place of business at 2110 East Galbraith Road, Cincinnati, OH 45237-1626 (“Patheon”) and Osmotica Pharmaceutical Corp., a corporation existing under the laws of the State of Delaware, having a principal place of business at 895 Sawyer Road, Marietta, GA 30062 (“Client”).
OSMOTICA PHARMACEUTICALS PLC 2018 INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Osmotica Pharmaceuticals plc 2018 Incentive Plan (as from time to time amended and in effect, the “Plan”).
THIS 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. AMENDMENT NO. 1 to EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • September 14th, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment No, 1 to the Exclusive Supply Agreement (this “Amendment”) is made as of October 24, 2017 (the “Amendment Effective Date”) by and between NEPHRON PHARMACEUTICALS CORPORATION, a Florida corporation (‘“Nephron”‘) and REVITALID, INC., a Delaware corporation (“RevitaLid”‘). RevitaLid and Nephron are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.
