andRights Agreement • December 27th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WARRANT A August 27, 1996 BENTLEY PHARMACEUTICALS, INC. The Transferability of this Warrant is Restricted as Provided in Article 3 In consideration of $.001 per Warrant and other good and valuable consideration, the receipt of which is hereby...Warrant Agreement • June 6th, 1997 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSLicense Agreement • March 17th, 2003 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
October 14, 2003 Mark P. DellaPorta Site Director Strategic Alliances Bentley Pharmaceuticals, Inc. Bentley Park 2 Holland Way Exeter, NH Attn: James Murphy Dear Mr. Murphy Pfizer Inc and Bentley Pharmaceuticals, Inc. hereby amend paragraph 3 of the...Agreement • March 8th, 2004 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
Pfizer Inc and Bentley Pharmaceuticals, Inc. hereby amend paragraph 3 of the Agreement between them with the Effective Date of October 29, 2001 and previously amended on November 13, 2002 and May 1, 2003, relating to the feasibility of developing formulations for Pfizer Inc compounds to read:
WARRANT AGREEMENT AGREEMENT, dated as of this ___ day of February, 1996, by and between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY ("the Warrant Agent"). W I T N E S S E T H - - -...Warrant Agreement • February 13th, 1996 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT ---------------------- BENTLEY PHARMACEUTICALS, INC. ----------------------------- Bentley Pharmaceuticals, Inc. Two Urban Centre, Suite 400 4890 West Kennedy Blvd. Tampa, Florida 33609Subscription Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
2. Share Transfer 3. Purchase Sum 4. Holdback 5. Representations and Warranties 6. Indemnification 7. Operational Warranties 8. Conditions for Closing 9. Board of Directors 10. Announcements 11. Competition Clause 12. Contractual Notice 13. Costs and...Acquisition Agreement • July 10th, 1997 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of February 11, 1999 between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company") and CONREX PHARMACEUTICAL...Registration Rights Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 1.2 FORM OF ESCROW AGREEMENT ESCROW AGREEMENT, dated as of ______________, 2002, by and among Bentley Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Raymond James & Associates, Inc. (the "Placement Agent") and Citibank N.A., a...Escrow Agreement • February 15th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 99.1Settlement Agreement • December 19th, 1995 • Belmac Corp /Fl/ • Pharmaceutical preparations
This letter agreement will serve to settle any and all disputes between Belmac Corporation, Jean-Francois Rossignol, Romark Laboratories, L.C. and Marc S. Ayers (the "Parties") related to the pending court case (Belmac v. Rossignol, et al., Case No. 95-2605, in the Thirteenth Judicial Circuit of Florida) and the pending arbitration (American Arbitration Association Case No. 33- 133-00050-95).
Each Consisting of one One Thousand Dollar ($1,000) Principal Amount 12% Convertible Senior Subordinated Debenture Due February ___, 2006 and 1,000 Class A Redeemable Warrants each to Purchase One Share of Common Stock and One Class B Redeemable WarrantUnderwriting Agreement • February 13th, 1996 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSEmployment Agreement • April 1st, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Florida
betweenSupply Agreement • April 11th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSEmployment Agreement • March 8th, 2004 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New Hampshire
EXHIBIT 4.2.2 Addendum #1 to Consulting Agreement Dated October 23, 1996 Between Plexus Ventures, Inc. and Bentley Pharmaceuticals The second paragraph of the section "Success Fees", page two of the Agreement is expanded to read as follows: Plexus...Consulting Agreement • June 15th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
Plexus Ventures will have the option to receive success fees in shares of Bentley Pharmaceuticals, in cash or in a combination of the two. The value of Bentley shares for this purpose will be calculated, on a transaction by transaction basis, as the average of the daily closing prices for the 20 trading days immediately preceding the signing dates of Letters-of Intent, or equivalent undertakings, confirming the transactions.
AGREEMENTDevelopment Agreement • March 21st, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSLicense Agreement • March 21st, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
ARTICLE I DEFINITIONS...............................................1 1.01 Definitions. ............................................1 ARTICLE II SALE OF ASSETS AND CLOSING................................5 2.01 Purchase And Sale of...Asset Purchase Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSEmployment Agreement • December 18th, 1995 • Belmac Corp /Fl/ • Pharmaceutical preparations • Florida
betweenLicense Agreement • April 11th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSLicense Agreement • March 17th, 2003 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSEmployment Agreement • November 9th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 4.5 CONSULTING AGREEMENT ("AGREEMENT") -------------------- AGREEMENT entered into as of October 30, 1997, between Kinexsys and Bentley Pharmaceuticals (hereinafter, the "Company"). 1. Consulting Duties Implement an investor interest program...Consulting Agreement • June 15th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • California
WARRANT AGREEMENT AGREEMENT, dated as of this ___ day of ___________________________________, 1996, by and between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY ("the Warrant Agent")....Warrant Agreement • January 31st, 1996 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
Berkeley W. Cue, Jr. Ph.D. Vice President Pharmaceutical Sciences November 4, 2002 Bentley Pharmaceuticals, Inc. 65 Lafayette Road Third Floor North Hampton, NH 03862-2403 Dear Sir or Madam: Pfizer Inc and Bentley Pharmaceuticals, Inc. hereby amend...Amendment to Agreement • March 17th, 2003 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
Pfizer Inc and Bentley Pharmaceuticals, Inc. hereby amend paragraph 3 of the Agreement between them with the Effective Date of October 29, 2001 ("2001 Agreement") relating to the feasibility of developing formulations for Pfizer Inc compounds to read:
June 20, 1997 BENTLEY PHARMACEUTICALS, INC. The Transferability of this Warrant is Restricted as Provided in Article 3 In consideration of $.001 per Warrant and other good and valuable consideration, the receipt of which is hereby acknowledged by...Warrant Agreement • June 15th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENTAsset Transfer Agreement • November 9th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT is entered into as of the 9th day of March 1999 (the "Effective Date") by and between Bentley Pharmaceuticals. Inc., a Florida corporation, (the "Employer") and Robert J. Gyurik (the "Employee"), as the same may be modified,...Employment Agreement • March 30th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Florida
EXHIBIT 4.8 2001 EMPLOYEE STOCK OPTION PLAN OF BENTLEY PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION CONTRACT THIS INCENTIVE STOCK OPTION CONTRACT entered into as of _______ __, 200_ between Bentley Pharmaceuticals, Inc., a Delaware corporation (the...Incentive Stock Option Contract • February 15th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of February 11, 1999 between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company") and Yungtai Hsu ("Hsu")....Registration Rights Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 4.9 2001 DIRECTORS' STOCK OPTION PLAN OF BENTLEY PHARMACEUTICALS, INC. NONQUALIFIED STOCK OPTION CONTRACT THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of _______ __, 200_ between Bentley Pharmaceuticals, Inc., a Delaware corporation...Nonqualified Stock Option Contract • February 15th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
RONALD TRAHAN ASSOCIATES, INC. PUBLIC RELATIONS COUNSELPublic Relations Agreement • June 6th, 1997 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
This "letter of agreement," effective May 16, 1996, outlines the terms and conditions under which my firm ("RTA") would be most pleased to serve as investor relations/public relations counsel to Bentley Pharmaceuticals Inc. ("BTN").
Exhibit 1 BENTLEY PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY Rights Agent RENEWED RIGHTS AGREEMENT Dated as of December 21, 2004 Table of ContentsRenewed Rights Agreement • February 10th, 2005 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New Hampshire
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into effective as of August 20, 2007 (the “Effective Date”) by and between Bentley Pharmaceuticals. Inc., a Delaware corporation (the “Employer”), and James R. Murphy (the “Employee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of June 13, 2008Separation and Distribution Agreement • June 13th, 2008 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of June 13, 2008, is entered into by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.
