RECITALSDistribution Agreement • March 26th, 2001 • Vivus Inc • Surgical & medical instruments & apparatus • Delaware
COMMON STOCK PURCHASE WARRANT VIVUS, INC.Common Stock Purchase Warrant • June 19th, 2020 • Vivus Inc • Pharmaceutical preparations • New York
THIS 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 Authorized Share Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ](1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from VIVUS, Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2020 • Vivus Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2020, between VIVUS, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively the “Purchasers”).
RECITALSDistribution Agreement • March 17th, 2003 • Vivus Inc • Surgical & medical instruments & apparatus • California
AGREEMENTLicense Agreement • March 26th, 2001 • Vivus Inc • Surgical & medical instruments & apparatus • California
VIVUS, INC. 9,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 1st, 2012 • Vivus Inc • Pharmaceutical preparations • New York
VIVUS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 9,000,000 shares of Common Stock, par value $ .001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,350,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one one-thousandth (0.001) of a share of Series A Participating Preferred Stock of the Company. The Rights are to be issued pursuant to a Preferred Stock Rights Agreement (the “Rights Agreement”) dat
BACKGROUNDSettlement Agreement • August 9th, 2001 • Vivus Inc • Surgical & medical instruments & apparatus • Delaware
LEASE BETWEENLease Agreement • March 28th, 1997 • Vivus Inc • Surgical & medical instruments & apparatus • New Jersey
VIVUS, INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of May 21, 2013 4.50% Convertible Senior Notes due 2020Indenture • May 21st, 2013 • Vivus Inc • Pharmaceutical preparations • New York
INDENTURE dated as of May 21, 2013 between VIVUS, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RECITALS:Lease Amendment • March 17th, 2003 • Vivus Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.53 ------------- MANUFACTURE AND SUPPLY AGREEMENT This Manufacturing and Supply Agreement ("Agreement") is entered into as of December 22, 2003 ("Effective Date") by and between VIVUS, Inc., having a principal place of business at 1172...Manufacturing Agreement • May 7th, 2004 • Vivus Inc • Surgical & medical instruments & apparatus
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT VIVUS, INC.Placement Agent Common Stock Purchase Warrant • June 19th, 2020 • Vivus Inc • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 Authorized Share Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ](1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from VIVUS, Inc., a Delaware 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 1, 2020.
COMMON STOCK PURCHASE WARRANT VIVUS, INC.Common Stock Purchase Agreement • April 2nd, 2020 • Vivus Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Aileen Gibbons 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 1, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VIVUS, Inc., a Delaware 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). This Warrant is issued by the Company pursuant to the Engagement Agreement, dated as of April 1, 2020, between the Company and H.C. Wainwright & Co., LLC.
VIVUS, INC. AND HARRIS TRUST CO. OF CALIFORNIA RIGHTS AGENTPreferred Shares Rights Agreement • April 23rd, 1997 • Vivus Inc • Surgical & medical instruments & apparatus • Delaware
VIVUS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 6th, 2020 • Vivus Inc • Pharmaceutical preparations • New York
EXHIBIT 10.48 ------------- EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- This Exclusive Distribution Agreement ("Agreement") is made as of October 1, 2002 (the "Effective Date"), between, VIVUS, Inc., a Delaware corporation,...Exclusive Distribution Agreement • March 17th, 2003 • Vivus Inc • Surgical & medical instruments & apparatus • Tennessee
H.C. Wainwright & Co. Letterhead]Exclusive Agency Agreement • April 2nd, 2020 • Vivus Inc • Pharmaceutical preparations • New York
1 EXHIBIT 10.40 LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • August 10th, 2000 • Vivus Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.52 ------------- NOTE PURCHASE AGREEMENT ----------------------- This NOTE PURCHASE AGREEMENT (as amended, modified or otherwise supplemented from time to time, this "Purchase Agreement"), dated as of January 8, 2004, is entered into by and...Note Purchase Agreement • May 7th, 2004 • Vivus Inc • Surgical & medical instruments & apparatus • California
VIVUS, INC. AND COMPUTERSHARE INVESTOR SERVICES, LLC PREFERRED STOCK RIGHTS AGREEMENT Dated as of March 27, 2007Preferred Stock Rights Agreement • March 28th, 2007 • Vivus Inc • Pharmaceutical preparations • Delaware
This Preferred Stock Rights Agreement (the “Agreement”) is dated as of March 27, between Vivus, Inc., a Delaware corporation, (the “Company”), and Computershare Investor Services, LLC, a Delaware limited liability company (the “Rights Agent”).
VIVUS, INC., as Issuer, and any Guarantor that becomes party hereto pursuant to Section 4.12 hereof 10.375% Senior Secured Notes due 2024Indenture • June 11th, 2018 • Vivus Inc • Pharmaceutical preparations • New York
INDENTURE dated as of June 8, 2018 among VIVUS, Inc., a Delaware corporation with an address at 900 East Hamilton Avenue, Suite 550, Campbell, California 95008 (the “Issuer”), any Guarantor that becomes party hereto pursuant to Section 4.12, and U.S. Bank National Association, a national banking association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
BACKGROUNDManufacture and Supply Agreement • March 4th, 1998 • Vivus Inc • Surgical & medical instruments & apparatus
WITNESSETH:Amendment No. 1 to Agreement • May 7th, 2004 • Vivus Inc • Surgical & medical instruments & apparatus • California
6,250,000 Shares VIVUS, INC. Shares of Common Stock $0.001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2005 • Vivus Inc • Surgical & medical instruments & apparatus • New York
VIVUS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Preferred Stock Rights Agreement Dated as of December 30, 2019Preferred Stock Rights Agreement • December 31st, 2019 • Vivus Inc • Pharmaceutical preparations • Delaware
PREFERRED STOCK RIGHTS AGREEMENT, dated as of December 30, 2019 (the “Agreement”), between VIVUS, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
COLLATERAL AGREEMENT DATED AS OF JUNE 8, 2018 AMONG VIVUS, INC., as Issuer, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,Collateral Agreement • June 11th, 2018 • Vivus Inc • Pharmaceutical preparations • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of June 8, 2018 by and among VIVUS, INC., a Delaware corporation, (the “Issuer”), any other GRANTOR (as defined below) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • August 7th, 2018 • Vivus Inc • Pharmaceutical preparations • California
This Third Amended and Restated Change of Control and Severance Agreement (the “Agreement”) is made and entered into effective as of _________, 2018, by and between _________ (the “Employee”) and VIVUS, Inc., a Delaware corporation (the “Company”). The Agreement amends, restates and replaces the Second Amended and Restated Change in Control and Severance Agreement previously entered into between Employee and the Company, which was dated _________, _____ (the “Prior Agreement”).
ContractCommon Stock Purchase Warrant • June 11th, 2018 • Vivus Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION OR QUALIFICATION UNDER ANY OTHER SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION OR (B) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
ASSET PURCHASE AGREEMENT BY AND AMONG VIVUS, INC. As Seller MEDA AB As Buyer AND With respect to Sections 2.1, 2.7(b), 2.15, 3.1(b), 3.2, 3.3, 3.10, 3.16 and 7.2, only VIVUS REAL ESTATE, LLC Dated as of October 1, 2010Asset Purchase Agreement • June 12th, 2013 • Vivus Inc • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of October 1, 2010 by and among MEDA AB, a corporation organized under the laws of Sweden (the “Buyer”), VIVUS, Inc., a corporation organized under the laws of the State of Delaware (“Seller”), and, with respect to Sections 2.1, 2.7(b), 2.15, 3.1(b), 3.2, 3.3, 3.10, 3.16 and 7.2 only, Vivus Real Estate, LLC, a New Jersey limited liability company (“Vivus Real Estate”, and collectively with Seller, the “Seller Parties”). Buyer, Seller and Vivus Real Estate are referred to individually as a “Party” and collectively herein as the “Parties.”
Svai S. Sanford Redwood City, CA 94062Retention Agreement • November 4th, 2015 • Vivus Inc • Pharmaceutical preparations • California
We appreciate the many contributions that you have made as a valuable member of VIVUS, Inc. (the “Company” or “VIVUS”). By this letter agreement (the “Retention Agreement”), the Company is offering certain changes to your compensation, as follows.
SUBLEASESublease • March 31st, 1999 • Vivus Inc • Surgical & medical instruments & apparatus
AGREEMENT FOR SALE OF REAL ESTATE (745 Airport Road)Agreement for Sale of Real Estate • December 23rd, 2005 • Vivus Inc • Surgical & medical instruments & apparatus • New Jersey
This Agreement for Sale of Real Estate (hereinafter referred to as the “Agreement”) is made and entered into on the 15th day of November, 2005 (the “Effective Date”),
SETTLEMENT AND MODIFICATION AGREEMENTSettlement Agreement • February 26th, 2013 • Vivus Inc • Pharmaceutical preparations • Delaware
THIS SETTLEMENT AND MODIFICATION AGREEMENT (the “Settlement Agreement”), effective as of the date upon which all parties have signed below (the “Effective Date”), is by and between ASIVI, LLC, a Delaware limited liability company, with offices at 1172 Castro Street, Mountain View, California 94040 (“ASIVI”), VIVUS, INC., a Delaware corporation with a principal place of business at 1172 Castro Street, Mountain View, California 94040 (“VI”), ANDROSOLUTIONS, INC., a Tennessee corporation with a principal place of business at Suite 309, 200 Fort Sanders West Blvd., Knoxville, TN 37922 (collectively with its Affiliates, “ASI”), and Gary W. Neal, M.D., a natural person residing at 4701 Guinn Road, Knoxville, TN 37931 (“GWN”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2008 • Vivus Inc • Pharmaceutical preparations • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 3, 2008, is by and between Deerfield ED Corporation, a Delaware corporation (the “Company”) and Deerfield Private Design International, L.P., a British Virgin Islands limited partnership (“Subscriber”).
VIVUS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 29th, 2003 • Vivus Inc • Surgical & medical instruments & apparatus • Delaware
