FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 15th, 2018 • Assertio Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 20 (the “Effective Date”) by and between Assertio Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
FORM OF ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • August 15th, 2018 • Assertio Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Management Continuity Agreement (the “Agreement”) is effective as of , 20 (the “Effective Date”) by and between (“Employee”) and Assertio Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. This Agreement amends and restates that certain Management Continuity Agreement entered into between the parties as of (referred to herein as the “Prior Agreement”).
CONSENT TO NOTE PURCHASE AGREEMENT AND ASSUMPTION AGREEMENTConsent to Note Purchase Agreement • August 15th, 2018 • Assertio Therapeutics, Inc • Pharmaceutical preparations • New York
THIS CONSENT TO NOTE PURCHASE AGREEMENT AND ASSUMPTION AGREEMENT, dated as of August 10, 2018 (this “Agreement”), is entered into by and among DEPOMED, INC., a California corporation (the “Borrower”), ASSERTIO THERAPEUTICS, INC., a Delaware corporation (the “Successor Borrower”), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the “Agent”).
AGREEMENT AND PLAN OF MERGER OF ASSERTIO THERAPEUTICS, INC. A DELAWARE CORPORATION, AND DEPOMED, INC., A CALIFORNIA CORPORATIONAgreement and Plan of Merger • August 15th, 2018 • Assertio Therapeutics, Inc • Pharmaceutical preparations
This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2018 (the “Merger Agreement”), is made by and between Assertio Therapeutics, Inc., a Delaware corporation (“Depomed-Delaware”), and Depomed, Inc., a California corporation (“Depomed-California”). Depomed-Delaware and Depomed-California are referred to herein as the “Constituent Corporations.” Depomed-Delaware is a wholly-owned subsidiary of Depomed-California.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 15th, 2018 • Assertio Therapeutics, Inc • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 14, 2018, between Assertio Therapeutics, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.
