THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 21, 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, the other Loan Parties party hereto, CIT BANK, N.A. (“CIT”), as Administrative Agent and Swingline Lender, each of the Lenders party to the Existing Credit Agreement referred to below (including those party hereto in their capacity as Departing Lenders (as defined below)) (each, an “Existing Lender”), each other financial institution listed as a Lender on the signature pages hereof that is not an Existing Lender (each, a “New Lender”)
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 Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”).
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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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. STOCK PURCHASE AGREEMENT by and among the...Stock Purchase Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”.
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,...Master Manufacturing Services Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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.
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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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,...Licensing, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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,...Licensing, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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.
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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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
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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”.
First Amendment To the License, Supply, Marketing, Distribution And Collaboration AgreementLicense, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This First Amendment effective as of May 20, 2004 (the “First Amendment”), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (“USL”) and Orion Corporation (“Orion”) effective as of November 24, 2003 (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. AMENDMENT NO. 2 to DISTRIBUTION AND SUPPLY...Distribution and Supply Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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.
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,...License, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”).
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 • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”.
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. EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
THIS EXCLUSIVE SUPPLY AGREEMENT (this “Agreement”) is entered into as of this _7_ day of February, 2013 (the “Effective Date”), by and between NEPHRON PHARMACEUTICALS CORPORATION, a Florida corporation (“Nephron”), and REVITALID, INC., a Delaware corporation (“RevitaLid”). Nephron and RevitaLid shall each individually be referred as a “Party” (and collectively referred to as the “Parties”).
Second Amendment To the License, Supply., Marketing, Distribution And Collaboration AgreementLicense, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This Second Amendment effective as of June 30, 2004 (the “Second Amendment”), amends the License, Supply, Marketing, Distribution And Collaboration Agreement by and between Upsher-Smith Laboratories (“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 (the License, Supply, Marketing, Distribution and Collaboration Agreement, as amended, being referred to as 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. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND...License, Supply, Marketing, Distribution and Collaboration Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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”.
AMENDMENT NO. 1 to DISTRIBUTION AND SUPPLY AGREEMENT between CIPHER PHARMACEUTICALS INC. and VERTICAL PHARMACEUTICALS, INC.Distribution Agreement • May 9th, 2018 • Osmotica Pharmaceuticals LTD • 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.
