0001047469-15-002296 Sample Contracts

Contract
Warrant Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

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COLLABORATION AND LICENSE AGREEMENT BETWEEN ACURA PHARMACEUTICALS, INC. EGALET US, INC. AND EGALET LIMITED DATED JANUARY 7, 2015
Collaboration and License Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2015 (the “Effective Date”), by and between Acura Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of New York, having offices located at 616 N. North Court, Suite 120, Palatine, IL 60067 (“Acura”), Egalet US, Inc., a corporation organized under the laws of the State of Delaware, having offices at 460 East Swedesford Road, Suite 19087, Wayne, PA (“Egalet US”), with respect to all rights and obligations under this Agreement in the United States (subject to Section 17.19), Egalet Limited, a company organized under the laws of England and Wales with its principal place of business at 33 St. James’ Square, London SW1Y 4JS, United Kingdom (“Egalet UK”), with respect to all rights and obligations under this Agreement outside of the United States (subject to Section 17.19) (Egalet US and Egalet UK individually, a “Egalet Entity,” and together, “Egalet”),

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 28, 2015 (the “First Amendment Date”) and is entered into by and among EGALET CORPORATION, a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York

THIS LOAN AND SECURITY AGREEMENT is made and dated as of January 7, 2015 and is entered into by and between Egalet Corporation, a Delaware corporation (“Parent”) and each of its Subsidiaries that has delivered a Joinder Agreement (as defined herein) (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and together with Parent, collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 20, 2015 (the “First Amendment Date”) and is entered into by and among EGALET CORPORATION, a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

ASSET PURCHASE AGREEMENT by and between LUITPOLD PHARMACEUTICALS, INC., EGALET US, INC., and for purposes of Article III and Section 7.14, EGALET CORPORATION Dated as of January 8, 2015
Asset Purchase Agreement • March 16th, 2015 • Egalet Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 8, 2015, by and between Luitpold Pharmaceuticals, Inc., a New York corporation (the “Company”), Egalet US, Inc., a Delaware corporation (the “Buyer”), and, for purposes of Article III and Section 7.14, Egalet Corporation, a Delaware corporation (the “Buyer Parent”).

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