FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ___, by and between Tenby Pharma Inc., a Delaware corporation (the “Company”), and ___(“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
This Consulting Agreement (this “Agreement”) is made and entered into as of July 5, 2006 by and between Sirion Therapeutics, Inc., a North Carolina corporation (“Sirion”), and Jay Lichter, Ph.D. (the “Consultant”).
MASTER LABORATORY SERVICES AGREEMENTMaster Laboratory Services Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
This Master Laboratory Services Agreement (“Agreement”), when signed by both parties, will set forth the terms and conditions between Rx DEVELOPMENT RESOURCES, a Florida corporation with its principal offices located at 3104 Cherry Palm Drive, Suite 260, Tampa, Florida 33619 (“Sponsor”) and QUINTILES LABORATORIES LIMITED, a North Carolina corporation with its principal offices located at 5500 Highlands Parkway, Suite 600, Smyrna, Georgia 30082 (“QLAB”), under which QLAB agrees to provide laboratory services to Sponsor as set forth below.
CONTRIBUTION AGREEMENTContribution Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of September 13, 2006, by and among Tenby Pharma Inc., a Delaware corporation (“Pubco”), Sirion Therapeutics, Inc., a North Carolina corporation (the “Company”), and each of the shareholders of the Company listed on Schedule A attached hereto (each, a “Contributor” and collectively, the “Contributors”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto and incorporated herein by reference.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • New York
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of September 13, 2006, among Tenby Pharma Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each such investor is a “Investor” and all such investors are, collectively, the “Investors”).
Re: Proposed Development and Supply Agreement between Sirion Therapeutics, Inc. (“Sirion”) and Plantex USA, Inc. (“Plantex”) for DiflurprednateDevelopment and Supply Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
Plantex and Sirion, each a “party”, intend to pursue a business arrangement on substantially the binding terms set forth in the term sheet attached hereto as Exhibit A (the “Term Sheet”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Term Sheet.
AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTSAgreement for Sale and Purchase of Membership Interests • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
THIS AGREEMENT (the “Agreement”) entered into and effective this 2nd day of June, 2006, (the “Effective Date”) by and between RX DEVELOPMENT RESOURCES, LLC, a Florida limited liability company, and/or Assignee (“Seller”) and PHILIPPE BOULANGEAT (“Buyer”).
SECURITY AGREEMENTSecurity Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
This Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 14, 2006 (the “Effective Date”), among Sirion Therapeutics, Inc., a North Carolina corporation (the “Debtor”), and PharmaBio Development Inc., a North Carolina corporation (the “Secured Party”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
This EXCLUSIVE LICENSE AGREEMENT (hereinafter called this “Agreement” is made and effective as of the 15th day of June, 2006 by and between:
December 1, 2004 Management Services AgreementManagement Services Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
This agreement is entered into by and between The Butler Partnership, Inc., with its principal place of business at 5307 Cannery Ct., Tampa, FL 33647, hereafter known as (BPI), and Rx Development Resources, LLC, (“RXDR”) with its principal place of business at 3104 Cherry Palm Dr. # 260, Tampa, FL 33647
SIRION THERAPEUTICS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
This Investors’ Rights Agreement (this “Agreement”) is entered into as of February 14, 2006, by and among the individuals listed as “Shareholders” on Exhibit A hereto (the “Shareholders”), PharmaBio Development Inc., a North Carolina corporation (“PharmaBio”), and Sirion Therapeutics, Inc., a North Carolina corporation (the “Company”). The Shareholders and PharmaBio are sometimes collectively referred to herein as the “Investors” and the Shareholders, PharmaBio and the Company are collectively referred to as the “Parties.”
TERMINATION OF LOAN DOCUMENTS AND INVESTORS’ RIGHTS AGREEMENT (Sirion Therapeutics, Inc. and PharmaBio Development Inc.)Termination of Loan Documents and Investors’ Rights Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
This Termination Agreement (this “Agreement”) dated as of September 13, 2006, is made and entered into by and among Sirion Therapeutics, Inc., a North Carolina corporation (“Borrower”), PharmaBio Development Inc. (d/b/a NovaQuest), a North Carolina corporation (“Lender”), and the individuals listed as “Shareholders” on Exhibit A (the “Founders”) to the Investors’ Rights Agreement (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
This EXCLUSIVE DIFLUPREDNATE LICENSE AGREEMENT (hereinafter called this “Agreement”) is made and effective as of the 3rd day of April, 2006 by and between:
December 1, 2004 Management Services AgreementManagement Services Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
This agreement is entered into by and between Rogellen Partners, Inc. with its principal place of business at 36 Sandy Hook Rd. N., Sarasota, FL 34242, hereafter known as (RPI), and Rx Development Resources, LLC, (“RXDR”) with its principal place of business at 3104 Cherry Palm Dr. # 260, Tampa, FL 33647
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated and entered into as of July 5, 2006, by and between SIRION THERAPEUTICS, INC. a North Carolina corporation (“Borrower”), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation, doing business as NovaQuest (“Lender”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
This Exclusive License Agreement (this “Agreement”) is entered into as of June 30, 2006 (the “Effective Date”) by and between Sytera, Inc., a Delaware corporation (the “Licensor”), and Sytera II, Inc., a Delaware corporation (the “Licensee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
THIS AGREEMENT is made and entered into this 28th day of August 2006, by and between SIRION THERAPEUTICS, INC., a North Carolina corporation (or its assigns) (the “Purchaser”) and THE BUTLER PARTNERSHIP, INC., a Florida corporation (“Butler”) and ROGELLEN PARTNERS, INC., a Florida corporation (“Rogellen” and, together with Butler, the “Sellers”).
TENBY PHARMA INC. FORM OF AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYEE AGREEMENT (“Agreement”) is entered into as of this ___ day of September, 2006, (the “Effective Date”), by and among [EXECUTIVE] (“Executive”), SIRION THERAPEUTICS INC., a North Carolina corporation (“Sirion”), and TENBY PHARMA, INC., a Delaware corporation (“Tenby” and together with Sirion, the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
This Exclusive License Agreement (this “Agreement”) is entered into as of July 5, 2006 by and between Sytera II, Inc., a Delaware corporation (the “Licensor”), and Sirion Therapeutics, Inc., a North Carolina corporation (the “Licensee”).
ENCLOSED IS THE LEASE AGREEMENT BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”) AND Rx DEVELOPMENT RESOURCES, LLC, a Florida limited liability company (“Tenant”)Lease Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
any damage caused thereby or by the removal thereof at or prior to the expiration or termination of the lease. If Tenant elects to seal the floor, Tenant shall seal the entire unfinished floor area within the Premises. If Tenant elects to paint all or any portion of the Premises, Tenant, prior to the termination of the lease, shall restore all or such portion(s) of the Premises to the painted or unpainted condition thereof as of the Commencement Date.
LOAN AGREEMENTLoan Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • North Carolina
THIS LOAN AGREEMENT (this “Agreement”) is dated and entered into as of February 14, 2006 by and between SIRION THERAPEUTICS, INC., a North Carolina corporation (“Borrower”), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation (“Lender”).
MASTER SERVICE AGREEMENTMaster Service Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
THIS MASTER SERVICE AGREEMENT (“Agreement”) is made and effective as of July 7, 2006 (the “Effective Date”), by and between focus•ed, LLC, and Rx Development Resources LLC, (“Vendor”). Focus•ed, LLC and Vendor are each hereafter referred to individually as a “Party” and together as the “Parties.”
FORM OF NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
This Noncompetition and Nonsolicitation Agreement (this “Agreement”) is made and entered into as of July 5, 2006 by and between Sirion Therapeutics, Inc., a North Carolina corporation (“Sirion”), and [ ] (the “Stockholder”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Merger Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Florida
This Consulting Agreement (this “Agreement”) is made and entered into as of July 5, 2006 by and between Sirion Therapeutics, Inc., a North Carolina corporation (“Sirion”), and Philippe Boulangeat (the “Consultant”).
LICENSE AGREEMENTLicense Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
THIS LICENSE AGREEMENT (this “Agreement”), made and entered into effective as of the May 1, 2006, by and among RX DEVELOPMENT RESOURCES, LLC., a Florida limited liability company (“Licensor”), and FOCUS-ED, LLC, a Florida limited liability company (“Licensee”).
TERMINATION AND ACKNOWLEDGEMENT AGREEMENTTermination and Acknowledgement Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks
By their respective signatures, the undersigned hereby agree and acknowledge that the notes set forth below, any modifications or amendments or renewals thereof, and any and all rights and interests of each of the undersigned with respect thereto, shall be terminated and shall have no further effect as of the Closing (as defined in that certain Series A Stock Purchase Agreement, dated on or about the date hereof, by and among Tenby Pharma, Inc., a Delaware corporation (“Tenby”) and the purchasers signatory thereto):
SUBLEASE AGREEMENT between AVANIR PHARMACEUTICALS as Sublandlord and SIRION THERAPEUTICS, INC. as SubtenantSublease Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • California
THIS SUBLEASE AGREEMENT (“Sublease”) is made as of this 5th day of September, 2006 (the “Effective Date”), by and between AVANIR PHARMACEUTICALS, a California corporation (“Sublandlord”) and SIRION THERAPEUTICS, INC., a North Carolina corporation (“Subtenant”), with Sublandlord and Subtenant hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”).
SOFTGEL DEVELOPMENT AND CLINICAL SUPPLY AGREEMENTSoftgel Development and Clinical Supply Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Ohio
This Softgel Development and Clinical Supply Agreement (“Agreement”) is made as of this 5th day of October, 2005, by and between Sytera Inc., having its registered office at 505 Coast Boulevard South, Suite 412, La Jolla, California 92037 (hereinafter “Client”), and Cardinal Health PTS, LLC, a limited liability company organized under the laws of the State of Delaware, through its Pharmaceutical Development group with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (hereinafter “Cardinal Health”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • Delaware
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of July 5, 2006, by and between Sytera II, Inc., a Delaware corporation (the “Company”), and Sirion Therapeutics, Inc., a North Carolina corporation (the “Purchaser”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENT dated as of September 13, 2006 by and among TENBY PHARMA INC. and THE PURCHASERS SIGNATORY HERETOSeries a Preferred Stock Purchase Agreement • September 18th, 2006 • Tenby Pharma Inc • Blank checks • New York
This Series A Preferred Stock Purchase Agreement (this “Agreement”) is dated as of September 13, 2006, by and between Tenby Pharma Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
LEASE ASSIGNMENT AND ASSUMPTIONLease Assignment and Assumption • September 18th, 2006 • Tenby Pharma Inc • Blank checks
This Lease Assignment and Assumption (the “Assignment”), is made and entered into as of this 28th day of August, 2006, by and between RX DEVELOPMENT RESOURCES, LLC, a Florida limited liability company (“Assignor”) and S1R1ON THERAPEUTICS, INC., a Florida corporation (“Assignee”).
