SERIES H COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC.Warrant Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SERIES H COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing of the mergers contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of September 28, 2020, by and between Neurotrope, Inc. and the Holder) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of ________, 2020Separation and Distribution Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractTax Matters Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement dated as of the date of this Agreement by and between Neurotrope and SpinCo, including the Schedules thereto (the “Separation Agreement”).
SERIES G COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC.Series G Common Stock Purchase Warrant • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing of the mergers contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of September 28, 2020, by and between the Company and the Holder) (“Termination Date”) but not thereafter, to subscribe for and purchase from Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section
LICENSE AND COMMERCIALIZATION AGREEMENT dated as of September 30, 2016 by and between VIVUS, INC. and METUCHEN PHARMACEUTICALS LLCLicense and Commercialization Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is dated as of the 30th day of September, 2016, by and between VIVUS, INC., a Delaware corporation having its principal offices at 351 E. Evelyn Ave., Mountain View, CA 94041 (“VIVUS”), and Metuchen Pharmaceuticals LLC, a limited liability company organized under the laws of Delaware, having a place of business at 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016 (“Licensee”). VIVUS and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMERCIAL SUPPLY AGREEMENT (this “Agreement”) is dated as of September 30, 2016, by and between VIVUS, Inc., a Delaware corporation with its principal place of business at 351 E. Evelyn Avenue, Mountain View, CA 94041 (“VIVUS”), and Metuchen Pharmaceuticals LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016 (“Purchaser”). VIVUS and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PURSUANT TO ITEM 601(b)(10) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT...Logistics Services Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOGISTICS SERVICES AGREEMENT (the “Agreement”) is by and between McKesson Specialty Care Distribution LLC, a Delaware limited liability company with offices at 10101 Woodloch Forest Drive, The Woodlands, Texas 77380 USA (“Provider”) and Metuchen Pharmaceuticals, LLC, a New Jersey limited liability company, with offices at 4400 Rt. 9 S, Suite 1000, Freehold, NJ 07728 (“Supplier”) is dated and effective this 28th day of November, 2018 (the “Effective Date”). Provider and Supplier are sometimes hereinafter referred to collectively as “Parties” and individually as a “Party”.
