CREDIT AND SECURITY AGREEMENT between SCILEX PHARMACEUTICALS INC.Credit and Security Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
This CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of December 14, 2020, is entered into between SCILEX PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), and CNH FINANCE FUND I, L.P., a Delaware limited partnership (the “Lender”).
CONSENT UNDER AND AMENDMENT NO. 4 TO INDENTUREIndenture • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This CONSENT UNDER AND AMENDMENT NO. 4 TO INDENTURE is entered into as of June 2, 2022 (this “Amendment”) by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Issuer”), SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Parent Guarantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) under the Indenture (as defined below), and the beneficial owners of the Securities and the Holders listed on the signature pages hereof (collectively, the “Holders”).
CONSENT UNDER AND AMENDMENT NO. 3 TO INDENTURE AND LETTER OF CREDITIndenture and Letter of Credit • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This CONSENT UNDER AND AMENDMENT NO. 3 TO INDENTURE AND LETTER OF CREDIT is entered into as of December 14, 2020 (this “Consent and Amendment”) by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Issuer”), SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Parent Guarantor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) under the Indenture (as defined below), and the beneficial owners of the Securities and the Holders listed on the signature pages hereof (collectively, the “Holders”).
COLLATERAL AGREEMENT Dated as of September 7, 2018 AMONG SCILEX PHARMACEUTICALS INC. as Grantor, U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of September 7, 2018 by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation ( “Grantor”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
SUBLEASESublease • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
OMNIBUS AMENDMENT NO. 1 TO INDENTURE AND LETTER OF CREDITIndenture and Letter of Credit • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This OMNIBUS AMENDMENT NO. 1 TO INDENTURE AND LETTER OF CREDIT, dated as of October 1, 2019 (this “Amendment”), is among SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Issuer”), SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Parent Guarantor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) under the Indenture (as defined below), and the beneficial owners of the Securities and the Holders listed on the signature pages hereof (collectively, the “Holders”).
FIRST AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENT (“Amendment”), dated as of April 2, 2013 (“Amendment Effective Date”), is by and between (1) Scilex Pharmaceuticals, LLC, a company organized under the laws of the State of Delaware, with offices located at 1608 Walnut Street, Philadelphia, Pennsylvania, 92618 USA (“Scilex”), and (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having its registered office at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), together with ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having its registered office at 5-1 Kita-Aoyama 2-Chome-Minato-Ku Tokyo, Japan (“Itochu,” Oishi and Itochu are collectively “Developers”), and amends the Product Development Agreement by and between Scilex and Developers dated May 11, 2011 (“Original Agreement”). Scilex and Developers may herein after individually be referred as a “Party” or collectiv
FOURTH AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENT (this “Amendment”) is dated as of December 13, 2019 (the “Amendment Effective Date”), by and among (1) Scilex Pharmaceuticals Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, having a principal place of business at 960 San Antonio Road, Suite 100, Palo Alto, CA 94303, USA (“Scilex”), (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and (3) ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Oishi and Itochu are collectively the “Developers”.
CONTRIBUTION and loan AGREEMENTContribution and Loan Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS CONTRIBUTION AND LOAN AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2019, by and between Scilex Holding Company, a Delaware corporation (the “Company”), Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), the stockholders of Scilex set forth on the signature pages hereto (each, a “Contributor” and, collectively, the “Contributors”), and Scilex Pharmaceuticals Inc., a Delaware corporation (“Scilex”). Certain capitalized terms used but not defined herein have the meanings ascribed thereto in that certain Agreement and Plan of Merger, dated as of March 18, 2019 (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among the Company, Sigma Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Equityholders (the “Equityholders’ Rep
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Product Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT (this “Amendment”) is dated as of February 20, 2017 (the “Amendment Effective Date”), by and between (1) Scilex Pharmaceuticals, Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, having a principal place of business at 301 Lindenwood Drive, Suite 300, Malvern, Pennsylvania 19355, USA (“Scilex”), (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and (3) ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Oishi and Itochu are collectively the “Developers”.
PROMISSORY NOTEPromissory Note • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Commercial Supply Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This Commercial Supply Agreement (“Agreement”), is effective February 16, 2017 (the “Effective Date”), by and between (1) SCILEX Pharmaceuticals Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, having a principal place of business at 301 Lindenwood Drive, Suite 300, Malvern, Pennsylvania 19355, USA (“Scilex”), (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having its registered office located at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and (3) ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having its registered office located at 5-1 Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”), (Oishi and Itochu are collectively the “Developer”).
Third Addendum to Commercial Supply AgreementCommercial Supply Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This Third Addendum to Commercial Supply Agreement (“Third Addendum”) is dated as of August 30, 2018 by and among Scilex Pharmaceuticals, Inc. (“Scilex”), Oishi Koseido Co., Ltd. (“Oishi”) and ITOCHU Chemical Frontier Corporation (“ICF”). Each of Scilex, Oishi and ICF is referred to individually herein as a “Party” and collectively herein as the “Parties”.
SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
FOR VALUE RECEIVED, the undersigned, SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), unconditionally promises to pay to SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Lender”), the principal sum of THIRTY-FIVE MILLION U.S. DOLLARS (US$35,000,000) pursuant to the terms hereof. This subordinated promissory note (this “Promissory Note”) has been issued in connection with that certain (a) Irrevocable Standby Letter of Credit with reference number 1, dated September 7, 2018 (the “Standby Letter of Credit”), issued by the Lender, as Issuer, in favor of the Borrower, as Beneficiary and (b) Indenture dated as of September 7, 2018 (“Indenture”) among Borrower, as Issuer, Lender, as Guarantor, and U.S. Bank National Association, as Trustee and as Collateral Agent. Capitalized terms appearing herein without definition are used with the respective meanings ascribed thereto in the Standby Letter of Credit or, if not defined therein, in the Indenture.
FIFTH AMENDMENT TO PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This Fifth Amendment to Product Development Agreement (this “Amendment”) is dated as of April 30, 2021 (the “Amendment Effective Date”), by and among (1) Scilex Pharmaceuticals Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, having a principal place of business at 960 San Antonio Road, Suite 100, Palo Alto, CA 94303, USA (“Scilex”), (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and (3) ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Oishi and Itochu are collectively the “Developers”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Office Lease • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
This Office Lease (“Lease”) is made and entered into as of August 8, 2019 (“Effective Date”), by and between 960 SAN ANTONIO LLC, a California limited liability company (“Landlord”), and SCILEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) (collectively the “Parties”, or individually a “Party”).
First Addendum to Commercial Supply AgreementCommercial Supply Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This First Addendum (“Addendum”) is dated as of August 31, 2017, by and between Scilex Pharmaceuticals, Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, USA, having a principal place of business at 4955 Directors Place, San Diego, California 92121, USA (“Scilex”), Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Scilex, Oishi and Itochu are referred to herein collectively as the “Parties”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Product Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This Product Development Agreement (this “Agreement”) is hereby entered into and effective as of May 11th, 2011 (the “Effective Date”) by and between Stason Pharmaceuticals, Inc. a company organized under the laws of the state of California, with offices located at 11 Morgan, Irvine, California 92618 (“Stason) on the one hand, together with Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having its registered office at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”) together with ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having its registered office at 5-1 Kita-Aoyama 2-Chome-Minato-Ku Tokyo, Japan (“Itochu”)(Oishi and Itochu are collectively the “Developers”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Product Development Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT (this “Amendment”) is dated as of August 29th, 2018 (the “Amendment Effective Date”), by and between (1) Scilex Pharmaceuticals, Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, having a principal place of business at 4955 Directors Place, San Diego, California 92121, USA (“Scilex”), (2) Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and (3) ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Oishi and Itochu are collectively the “Developers”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Office Lease • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”), dated as of September 15, 2019 (the “Effective Date”), is entered into by and between 960 SAN ANTONIO LLC, a California limited liability company (“Landlord”), and SCILEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). Capitalized terms used in this Amendment without definition shall have the meaning ascribed to such terms in the Lease (as defined below).
SUPPLY AGREEMENTSupply Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This SUPPLY AGREEMENT (“Supply Agreement”) is made as of December 17, 2015 (the “Effective Date”) by and between Genzyme Corporation, a Massachusetts corporation, with its principal offices at 500 Kendall Square, Cambridge, MA 02142 (hereinafter “Genzyme”) and Semnur Pharmaceuticals, Inc., a Delaware corporation with principal offices at 4970 El Camino Real, Ste 205, Los Altos, CA 94022 (hereinafter “Semnur”). Semnur and Genzyme may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
Second Addendum to Commercial Supply AgreementCommercial Supply Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This Second Addendum (“Second Addendum”) is dated as of May 9, 2018, by and between Scilex Pharmaceuticals, Inc., a company formed in accordance with and by virtue of the laws of the State of Delaware, USA, having a principal place of business at 4955 Directors Place, San Diego, California 92121, USA (“Scilex”), Oishi Koseido Co., Ltd., a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 1-933, Honmachi, Tosu, Saga, 841-0037 Japan (“Oishi”), and ITOCHU CHEMICAL FRONTIER Corporation, a company formed in accordance with and by virtue of the laws of Japan, having a principal place of business at 5-1, Kita-Aoyama 2-Chome, Minato-Ku, Tokyo 107-0061, Japan (“Itochu”). Scilex, Oishi and Itochu are referred to herein collectively as the “Parties”.
