CONTINUING UNCONDITIONAL SECURED GUARANTYContinuing Unconditional Secured Guaranty • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Continuing Unconditional Secured Guaranty (“Guaranty”) is made on September 16, 2005 by Axiom Pharmaceutical Corporation, a Delaware corporation (“Guarantor”) in favor of Galen Partners III, L.P., a Delaware limited partnership, acting in its capacity as agent for the Lenders, as defined below (“Agent”), for the benefit of the Lenders.
LOAN AGREEMENTLoan Agreement • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Loan Agreement (“Agreement”) is made as of September 16, 2005 by and among (i) Acura Pharmaceuticals, Inc., a New York corporation (“Company”), (ii) Essex Woodlands Health Ventures V, L.P. (“Essex”), (iii) Care Capital Investments II, L.P. and Care Capital Offshore Investments II, L.P. (collectively “Care Capital”) and (iv) Galen Partners III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III, L.P. (collectively “Galen and, together with Essex and Care Capital, the “Lenders”). In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”) is dated as of September 16, 2005 by and between Acura Pharmaceuticals, Inc., a New York corporation (the “Pledgor”), and Galen Partners III, L.P., a Delaware limited partnership, acting in its capacity as agent for the Lenders, as hereinafter defined (the “Agent”), for the benefit of the Lenders.
COMPANY GENERAL SECURITY AGREEMENTCompany General Security Agreement • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Company General Security Agreement (the “Agreement”) is dated as of September 16, 2005 by and among Acura Pharmaceuticals, Inc., a New York corporation with its principal place of business at 616 N. North Court, Palatine, Illinois, 60067 (“Debtor”), and Galen Partners III, L.P., a Delaware limited partnership with its principal place of business at 610 Fifth Avenue, Fifth Floor, New York, New York, 10020, acting in its capacity as agent for the Lenders, as defined below (the “Agent”), for the benefit of the Lenders.
GUARANTORS GENERAL SECURITY AGREEMENTGeneral Security Agreement • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Guarantors General Security Agreement (the “Agreement”) is dated September 16, 2005 by and among Acura Pharmaceutical Technologies, Inc., an Indiana corporation with its principal place of business at 16235 State Road 17, Culver, Indiana, 46511 (“APT”), Axiom Pharmaceutical Corporation, a Delaware corporation with its principal place of business at c/o Acura Pharmaceuticals, Inc., 616 N. North Court, Suite 120, Palatine, Illinois, 60067 (“Axiom” and, together with Houba, the “Guarantors”), and Galen Partners III, L.P., a Delaware limited partnership with its principal place of business at 610 Fifth Avenue, Fifth Floor, New York, New York, 10020, acting in its capacity as agent for the Lenders, as defined below (the “Agent”), for the benefit of the Lenders.
ContractSubordination Agreement • September 16th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
SUBORDINATION AGREEMENT, dated as of September 16, 2005, by and among Acura Pharmaceuticals, Inc., a New York corporation (the "Company"), the legal and beneficial holders of the Watson Note (the "Watson Holders"), the holders of the June 2005 Notes (the "June 2005 Lenders"), the holders of the September 2005 Notes (the “September 2005 Lenders”), Galen Partners III, L.P., a Delaware limited partnership, as agent for the Watson Holders, the June 2005 Lenders and the September 2005 Lenders (in such capacity, the "Agent") and the Grantors listed on the signature pages hereof.
