EXHIBIT 1.1 3,000,000 Shares ANIKA THERAPEUTICS, INC. Common Stock Par Value $0.01 Per Share FORM OF UNDERWRITING AGREEMENT ------------------------------Underwriting Agreement • November 10th, 1997 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.2Employment Agreement • September 14th, 2009 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
CREDIT AGREEMENTCredit Agreement • October 27th, 2017 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT is entered into as of October 24, 2017, among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement as Subsidiary Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
CUMMINGS PROPERTIES, LLC STANDARD FORMLease Amendment • November 14th, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances)
SECOND AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • May 15th, 2000 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • New York
STANDARD FORM LEASE EXTENSIONLease Extension • April 2nd, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances)
Anika Therapeutics, Inc. and American Stock Transfer & Trust Company as Rights Agent Shareholder Rights AgreementShareholder Rights Agreement • April 7th, 2008 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
Agreement, dated as of April 7, 2008, between Anika Therapeutics, Inc., a Massachusetts corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
ANIKA RESEARCH, INC. 160 New Boston Street Woburn, MA 01801 April 29, 1993Payment Agreement • April 2nd, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances)
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 27th, 2017 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus
This SECURITY AND PLEDGE AGREEMENT (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, this “Agreement”) is entered into as of October 24, 2017 among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
ANIKA THERAPEUTICS, INC. NON-DISCLOSURE AND NON-COMPETITION AGREEMENT EMPLOYEENon-Disclosure and Non-Competition Agreement • August 14th, 2000 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
Form of Change in Control, Bonus and Severance AgreementChange in Control, Bonus and Severance Agreement • July 12th, 2005 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
AGREEMENT made as of July 11, 2005 by and among Anika Therapeutics, Inc., a Massachusetts corporation with its principal place of business in Woburn, Massachusetts (the “Company”), and Kevin W. Quinlan, with his principal residence in Marblehead, MA, (the “Executive”), an individual presently employed as the Chief Financial Officer of the Company.
EXHIBIT 10.31 ANIKA RESEARCH, INC. NON-DISCLOSURE AND NON-COMPETITION AGREEMENT I, Edward Ross, Jr., (the "Employee"), in consideration of my employment, the continuation of my employment and the salary and wages to be paid to me, do hereby agree with...Non-Disclosure and Non-Competition Agreement • April 2nd, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
andShareholder Rights Agreement • April 7th, 1998 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
June 15, 2001Separation Agreement • August 14th, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.8 ANIKA THERAPEUTICS, INC. CHANGE IN CONTROL, BONUS AND SEVERANCE AGREEMENT AGREEMENT made as of April 26, 2000 by and among Anika Therapeutics, Inc., a Massachusetts corporation with its principal place of business in Woburn, Massachusetts...Change in Control, Bonus and Severance Agreement • August 14th, 2000 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
ANIKA THERAPEUTICS, INC. EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • May 8th, 2024 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
Anika Therapeutics, Inc., a Delaware corporation (the “Company”), and Stephen Griffin (the “Executive”) enter into this Executive Retention Agreement (the “Agreement”) dated as of June 3, 2024 (the “Effective Date”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ANIKA THERAPEUTICS, INC. 2003 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • October 5th, 2004 • Anika Therapeutics Inc • Biological products, (no disgnostic substances)
Pursuant to the Anika Therapeutics, Inc. 2003 Stock Option Incentive Plan (the “Plan”) as amended through the date hereof, Anika Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
Exhibit 10.8 Cummings Properties Management, Inc. Standard FormCommercial Lease • April 2nd, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
CREDIT AGREEMENT Dated as of January 31, 2008 among ANIKA THERAPEUTICS, INC. as Borrower, ANIKA SECURITIES, INC. as a Guarantor,Credit Agreement • February 6th, 2008 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
CREDIT AGREEMENT (this “Agreement”) is entered into as of January 31, 2008 among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (“Borrower”), ANIKA SECURITIES, INC., a Massachusetts securities corporation (“Anika Securities”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
andShareholder Rights Agreement • April 7th, 1998 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
CUMMINGS PROPERTIES STANDARD FORM COMMERCIAL LEASECommercial Lease • April 2nd, 2001 • Anika Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
PLEDGE AGREEMENT ON A QUOTA OF FIDIA ADVANCED BIOPOLYMERS S.r.l.Pledge Agreement • May 10th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
THIS PLEDGE AGREEMENT is entered in Boston, Massachusetts (U.S.A.), on March 12, 2010, by ANIKA THERAPEUTICS, INC., a company duly incorporated under the laws of Massachusetts, whose registered office is at 32 Wiggins Avenue, Bedford, Massachusetts 01730 Italian tax code number 97542640152, acting by its legal representative Dr. Charles Sherwood (the “Pledgor”), in favor of BANK OF AMERICA, N.A., bank association, incorporated under the laws of United States of America, with legal office in North Tryon Street 100, Charlotte, North Carolina (U.S.A.) (“Bank of America”);
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2011 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the EMPLOYMENT AGREEMENT (the “Agreement”) by and between Kevin Quinlan (the “Executive”) and Anika Therapeutics, Inc., a Massachusetts corporation (the “Corporation”), dated as of October 17, 2008, is made this 8th day of December, 2010.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY NON-EMPLOYEE DIRECTORS UNDER THE ANIKA THERAPEUTICS, INC. 2003 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • October 5th, 2004 • Anika Therapeutics Inc • Biological products, (no disgnostic substances)
Pursuant to the Anika Therapeutics, Inc. 2003 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Anika Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
Portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.Agreement and Plan of Merger • January 7th, 2020 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 22nd day of March, 2010 between Anika Therapeutics, Inc., a Massachusetts corporation (the “Company”), and Sylvia Cheung (the “Executive”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ANIKA THERAPEUTICS, INC. 2003 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • March 12th, 2008 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
Pursuant to the Anika Therapeutics, Inc. 2003 Stock Option and Incentive Plan (the "Plan") as amended through the date hereof, Anika Therapeutics, Inc. (the "Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the "Stock") of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
Fixed Dollar Accelerated Share Repurchase TransactionFixed Dollar Accelerated Share Repurchase Transaction • July 31st, 2018 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“MSCO”) and Anika Therapeutics, Inc. (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
Sale and Purchase Agreement by and between Fidia Farmaceutici S.p.A. as seller and Anika Therapeutics Inc. as buyerSale and Purchase Agreement • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
Exhibit A Powers of the Seller. Exhibit B Powers of the Buyer. Exhibit 1.03(I) Amendments to Existing Product Agreements. Exhibit 1.03(II) Final drafts of the Commercial Agreements. Exhibit 1.03(III) Company’s Receivables. Exhibit 1.03(IV) Executed copy of the Escrow Agreement. Exhibit 1.03(V) Financial statements for the years ended on December 31, 2007 and December 31, 2008. Exhibit 1.03(VI) Interim Financial Statements. Exhibit 1.03(VII) Registration Rights Agreement. Exhibit 1.03(VIII) Seller’s Receivables. Exhibit 2.03(a)(ii) Executed copies of (i) product registration transfer agreement and (ii) trademark transfer agreements. Exhibit 2.03(a)(v) Deed of Transfer. Exhibit 2.04(b) New Board of Directors. Exhibit 3.02 Bank account details. Exhibit 4.01 Estimated Closing Balance Sheet and Estimated Net Working Capital. Exhibit 4.02 Table related to (i) the Closing Balance Sheet and (ii) the Closing Net Working Capital. Exhibit 9.05 Assumed Obligations. Exhibit 9.15 Insurances.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the EMPLOYMENT AGREEMENT (the “Agreement”) by and between Sylvia Cheung (the “Executive”) and Anika Therapeutics, Inc., a Massachusetts corporation (the “Corporation”), dated as of March 22, 2010, is made this 8th day of December, 2010.
Re: Transitional Services and Separation AgreementTransitional Services and Separation Agreement • May 8th, 2024 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This letter agreement follows our conversations regarding your employment with Anika Therapeutics, Inc. (the “Company”). This confirms that you will be transitioning and resigning from your employment. We appreciate your contributions and would like to work with you to make this transition as smooth as possible. Consistent with that, this letter is to express the parties’ mutual understanding and promises concerning the orderly transition of your responsibilities and the ultimate termination of your employment at the Company.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 6th, 2014 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Indemnification Agreement (“Agreement”) is made as of November 5, 2014 by and between Anika Therapeutics, Inc., a Massachusetts corporation (the “Company”), and ____________ (“Indemnitee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2011 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the EMPLOYMENT AGREEMENT (the “Agreement”) by and between William J. Mrachek (the “Executive”) and Anika Therapeutics, Inc., a Massachusetts corporation (the “Corporation”), dated as of September 10, 2009, is made this 8th day of December, 2010.
Farley White Wiggins, LLC c/o Farley White InterestsLease Agreement • February 24th, 2017 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus
This letter will confirm our understanding and agreement that, in order to correct a scrivener’s error, the phrase “From the sixth (6th) anniversary” in the fourth paragraph of the definition of Annual Base Rent in Article 1.1 of the Lease is deleted and replaced with the phrase “From the fifth (5th) anniversary”.
AMENDMENT TO THE LEASE AGREEMENT (Reg.ne 39 series 3T) By and betweenLease Agreement • May 3rd, 2016 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus
FIDIA FARMACEUTICI S.P.A. with legal domicile in Abano Terme (PD) via Ponte della Fabbrica 3/A, Italy, VAT Code 00204260285 (hereinafter “Fidia”)
