STOCK PURCHASE AGREEMENT among DEERFIELD PRIVATE DESIGN INTERNATIONAL FUND, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P., DEERFIELD SPECIAL SITUATIONS INTERNATIONAL LIMITED, DEERFIELD PRIVATE DESIGN FUND, L.P., DEERFIELD MANAGEMENT, L.P., KEF...Stock Purchase Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2007, is between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), the Persons set forth on Appendix 1 (each a “Stockholder” and together, the “Stockholders”), Deerfield Management, L.P., a Delaware limited partnership (the “Stockholder Representative”) and Kef Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”).
PATENT LICENSE AGREEMENTPatent License Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PATENT LICENSE AGREEMENT (this “Agreement”) is made as of , 200___ between MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (“MiddleBrook”) and KEF PHARMACEUTICALS, INC., a Delaware corporation (“Kef”). MiddleBrook and Kef are each referred to individually as a “Party,” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2007, by and between MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and DEERFIELD PRIVATE DESIGN FUND, L.P. (“Deerfield Design”), DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. (“Deerfield Design International”), DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“Deerfield Special Situations”), DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED (“Deerfield Special Situations International”).
ContractMiddleBrook Pharmaceuticals, Inc. • November 13th, 2007 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
CONTINGENT MANUFACTURING ASSIGNMENT AGREEEMENTContingent Manufacturing Assignment Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT MANUFACTURING ASSIGNMENT AGREEMENT (this “Assignment”), dated as of November 7, 2007, is made by MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (“MiddleBrook”) and Lex Pharmaceuticals, Inc., a Delaware Corporation (“Lex”).
AGREEMENT REGARDING REGULATORY RESPONSIBILITIESAgreement Regarding Regulatory Responsibilities • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations
This AGREEMENT REGARDING REGULATORY RESPONSIBILITIES (this “Agreement”), dated as of November 7, 2007, is entered into by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (“MiddleBrook”), and Lex Pharmaceuticals, Inc., a Delaware corporation (“Lex”).
REGISTRATION AND TRADEMARK LICENSE AGREEMENTRegistration and Trademark License Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION AND TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made as of November 7, 2007 between Lex Pharmaceuticals, Inc. (“Lex”), a Delaware corporation, and MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (“MiddleBrook”). Lex and MiddleBrook are each referred to individually as a “Party,” and collectively as the “Parties.”
KEFLEX PRODUCTS TRANSITION AGREEMENTKeflex Products Transition Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This KEFLEX PRODUCTS TRANSITION AGREEMENT (this “Agreement”) is made as of November 7, 2007 between KEF PHARMACEUTICALS, INC., a Delaware corporation (“Kef”) and MIDDLEBROOK PHARMACEUTICALS, INC., a Delaware corporation (“MiddleBrook”).
ASSET PURCHASE AGREEMENT BETWEEN MIDDLEBROOK PHARMACEUTICALS, INC. AND KEF PHARMACEUTICALS, INC.Asset Purchase Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2007, is entered into by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Kef Pharmaceuticals, Inc., a Delaware corporation (“Buyer”).
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PATENT SUBLICENSE AGREEMENT (this “Agreement”) is made as of ___, 200___between Kef Pharmaceuticals, Inc., a Delaware corporation (“Kef”), and MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (“MiddleBrook”). Kef and MiddleBrook are each referred to individually as a “Party,” and collectively as the “Parties.”
INVENTORY CONSIGNMENT AGREEMENTInventory Consignment Agreement • November 13th, 2007 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This INVENTORY CONSIGNMENT AGREEMENT (this “Agreement”) is made as of November 7, 2007 by and between Kef Pharmaceuticals, Inc. (“Consignor”) and MiddleBrook Pharmaceuticals, Inc (the “Consignee”).
