January 23, 2007 Mr. James William Hix 127 Abigail Avenue Murfreesboro, TN 37129 Re: Employment of Bill Hix as VP, Sales and Marketing by Cumberland Pharmaceuticals Inc. Dear Bill:Option Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
Effective February 1st, 2007, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Vice President, Sales and Marketing of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, with its principal offices located at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee, 37203 (hereinafter referred to as “CUMBERLAND”)
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Ohio
This agreement is made as of August 3, 2000, between Cumberland Pharmaceuticals Inc., a Tennessee corporation (“Cumberland”), and CORD Logistics, Inc., an Ohio corporation (“CORD”).
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc
THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”) is made and entered into effective as of the 11th day of November, 2004 (the “Effective Date”), by and between THE GATEWAY TO NASHVILLE, L.L.C., a Tennessee limited liability company, with its principal office and place of business in Nashville, Tennessee (“Landlord”), and CUMBERLAND EMERGING TECHNOLOGIES, INC., A Tennessee corporation, with its principal place of business in Nashville, Tennessee (“Tenant”).
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. Contract Sales and Services Agreement Between Cumberland Pharmaceuticals, Inc. Cardinal Health Contract...Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
This AGREEMENT (“Agreement”) is dated as of May 16, 2006 by and between Cardinal Health PTS, LLC (“Cardinal Health”) with a place of business at 7000 Cardinal Place, Dublin, Ohio, and Cumberland Pharmaceuticals, Inc. (“Cumberland”), having a principal place of business at 2525 West End, Suite 950, Nashville, Tennessee 37203.
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. FIRST AMENDMENT TO CONTRACT SALES AND SERVICES AGREEMENTContract Sales and Services Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc
This First Amendment to Contract Sales and Services Agreement (the “Amendment”), between Cardinal Health PTS, LLC (“Cardinal Health”) and Cumberland Pharmaceuticals, Inc. (“Cumberland”) is entered into by and between Cardinal Health and Cumberland to modify the terms of the Contract Sales and Services Agreement between the parties dated May 16, 2006 (“Agreement”). All capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. License Agreement between Vanderbilt University and Cumberland Pharmaceuticals Inc.License Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
THIS AGREEMENT, by and between VANDERBILT UNIVERSITY, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“VANDERBILT”), and Cumberland Pharmaceuticals Inc., a Tennessee corporation, having a principal place of business at Nashville, Tennessee (the “LICENSEE”) is effective as of the 28TH day of May , 1999 (the “EFFECTIVE DATE”).
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. 2525 WEST END OFFICE LEASE AGREEMENT BY AND BETWEEN NASHVILLE HINES DEVELOPMENT, LLC AS LANDLORD AND...Office Lease Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
THIS LEASE AGREEMENT (“Lease”) is made and entered into on this 10th day of Sept , 2005 (the “Date of Lease”), by and between NASHVILLE HINES DEVELOPMENT, LLC, a limited partnership organized under the laws of the State of Delaware, whose address for purposes hereof is Five Greenway Plaza, Houston, Texas 77046 Attention: F. Russ Nicholson (hereinafter called “Landlord”), and CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation, whose address for purposes hereof is 2525 West End Avenue, Suite 950, Nashville, TN 37203, Attention: Jean W. Marstiller, (the address of the Leased Premises within the Building) (hereinafter called “Tenant”).
January 31, 2007 Mr. A.J. Kazimi 712 Overton Park Nashville, Tennessee 37215 Re: Employment of A.J. Kazimi as Chief Executive Officer by Cumberland Pharmaceuticals Inc. Dear A.J.:Cumberland Pharmaceuticals Inc • May 1st, 2007
Effective January 1st, 2007, this letter agreement (the “Agreement”) will evidence the terms and conditions under which you will be employed by Cumberland Pharmaceuticals Inc. (the “Company”). In consideration of your appointment as Chief Executive Officer of the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT FOR N-ACETYLCYSTEINECumberland Pharmaceuticals Inc • May 1st, 2007 • New York
THIS FIRST AMENDMENT (the “First Amendment”) to that certain Manufacturing and Supply Agreement for N-Acetylcysteine (the "Agreement”), dated as of January 15, 2002, as modified by that certain Novation Agreement, dated as of January 27, 2006 (to be attached hereto), is entered into by and between CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, United States (“CUMBERLAND”), and BIONICHE TEORANTA, a corporation organized and existing under the laws of Ireland (“BIONICHE”), and is effective as of November 16, 2006. Capitalized terms used but not defined in this First Amendment shall have the meanings that are set forth in the Agreement.
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. KRISTALOSE AGREEMENT Between CUMBERLAND PHARMACEUTICALS INC. And INALCO BIOCHEMICALS, INC. And INALCO...Cumberland Pharmaceuticals Inc • May 1st, 2007 • Delaware
Abbreviations LTL lactulose; LTS lactose; EPI epilactose; GLT galactose; ND carbohydrates different from LTL, LTS, EPI, and GLT.
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Amendment”) is made and entered into effective as of the 23rd day of August, 2005 (the “Effective Date”), by and between THE GATEWAY TO NASHVILLE, L.L.C., a Tennessee limited liability company, with its principal office and place of business in Nashville, Tennessee (“Landlord”), and CUMBERLAND EMERGING TECHNOLOGIES, INC., a Tennessee corporation, with its principal office and place of business in Nashville, Tennessee (“Tenant”).
NOVATION AGREEMENTNovation Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • New York
This Novation Agreement (as amended, supplemented, restated or otherwise modified from time to time, this “Novation Agreement”) is made as of January 27, 2006 between:
INDEMNIFICATION AND HOLD HARMLESS AGREEMENTIndemnification and Hold Harmless Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this “Agreement”) is made as of March , 2007, by and between Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “Company”), and (“Indemnitee”).
CUMBERLAND PHARMACEUTICALS INC. STOCK OPTION AGREEMENTStock Option Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • Tennessee
This Option Agreement is entered into and effective on , by and between Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “Company”), and (the “Participant”).
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. MANUFACTURING AND SUPPLY AGREEMENT for N-ACETYLCYSTEINE CUMBERLAND PHARMACEUTICALS INC. and BIONICHE LIFE...Manufacturing and Supply Agreement • May 1st, 2007 • Cumberland Pharmaceuticals Inc • New York
CUMBERLAND PHARMACEUTICALS INC., a corporation organized and existing under the laws of Tennessee, United States, with its principal offices located at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee, 37203 (hereinafter referred to as “CUMBERLAND”)
