Exhibit 10.5 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2001, is made by and among XCEL PHARMACEUTICALS, INC., a Delaware corporation ("Debtor") and ELAN PHARMA INTERNATIONAL LIMITED, a...Security Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
a) The Corporation shall indemnify each Indemnified Party against Expenses and Liabilities incurred in connection with any Proceeding by or in the right of the Corporation against an Indemnified Party and arising out of acts or omissions of Executive...Indemnity Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • Delaware
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.4 CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED VERSION OF THIS DOCUMENT...Financing Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
AGREEMENT ---------Rights Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
Exhibit 4.2 FORM OF RESTRICTED STOCK PURCHASE AGREEMENT ------------------------------------------- This RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of __________________, 2001 by and between MJBC CORP., a Delaware corporation...Restricted Stock Purchase Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
EXHIBIT 10.6 PATENT AND TRADEMARK SECURITY AGREEMENT --------------------------------------- THIS PATENT AND TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2001, is made by and among XCEL PHARMACEUTICALS, INC., a Delaware...Patent and Trademark Security Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.7 CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED VERSION OF THIS DOCUMENT...Co-Promotion Agreement • January 7th, 2002 • Xcel Pharmaceuticals Inc • California
Elan International Services Ltd. 102 St. James Court, Flatts Smiths FL04, BermudaXcel Pharmaceuticals Inc • January 7th, 2002
Reference is made to that certain Series A-1 Preferred Stock Purchase Agreement (the "Purchase Agreement") dated as of March 30, 2001, by and among Xcel Pharmaceuticals, Inc. ("Xcel"), Elan International Services Ltd ("EIS") and other investors, whereby EIS and such other investors purchased shares of the Series A-1 Preferred Stock of Xcel. In connection with the Purchase Agreement, EIS and Xcel now wish to further agree as follows:
