CONTINUING UNCONDITIONAL SECURED GUARANTYContinuing Unconditional Secured Guaranty • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Continuing Unconditional Secured Guaranty (“Guaranty”) is made on November 9, 2005 by Acura Pharmaceutical Technologies, Inc., an Indiana 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.
COMPANY GENERAL SECURITY AGREEMENTCompany General Security Agreement • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Company General Security Agreement (the “Agreement”) is dated as of November 9, 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.
LOAN AGREEMENTLoan Agreement • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Loan Agreement (“Agreement”) is made as of November 9, 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”) (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 and the Additional Lenders joinding this Agreement in accordance with its terms, 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 • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”) is dated as of November 9, 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.
GUARANTORS GENERAL SECURITY AGREEMENTGuarantors General Security Agreement • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Guarantors General Security Agreement (the “Agreement”) is dated November 9, 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.
SECURED PROMISSORY NOTE ACURA PHARMACEUTICALS, INC.Acura Pharmaceuticals, Inc • November 10th, 2005 • Pharmaceutical preparations • New York
This Note was issued by the Company pursuant to a certain Loan Agreement dated as of November , 2005 among the Company and certain lenders identified therein, including the Payee (together with the Schedules and Exhibits thereto, the “Loan Agreement”). The holders from time to time of the Notes issued under the Loan Agreement (including the Holder) are referred to hereinafter as the “Holders”. The Holder is entitled to the benefits of the Loan Agreement, including, without limitation, the rights upon the occurrence and during the continuance of an Event of Default and the benefits of security interests and guaranties referred to below. Reference is made to the Loan Agreement and the documents entered into pursuant thereto with respect to certain additional rights of the Holder and obligations of the Company and its Subsidiaries not expressly set forth herein. Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement. Al
ContractSubordination Agreement • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
SUBORDINATION AGREEMENT, dated as of November 9, 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”), the holders of the November 2005 Notes (the “November 2005 Lenders”), Galen Partners III, L.P., a Delaware limited partnership, as agent for the Watson Holders, the June 2005 Lenders, the September 2005 Lenders and the November 2005 Lenders (in such capacity, the "Agent") and the Grantors listed on the signature pages hereof.
JOINDER AND AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • November 10th, 2005 • Acura Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS JOINDER AND AMENDMENT AGREEMENT (“Joinder Agreement”) to the Amended and Restated Voting Agreement dated as of February 6, 2004 (the "Agreement") by and among Acura Pharmaceuticals, Inc. (f/k/a Halsey Drug Co., Inc.), a New York corporation (the "Company"), Care Capital Investments II, LP, Care Capital Offshore Investments II, LP, Essex Woodlands Health Ventures V, L.P., Galen Partners III, L.P. and the other signatories thereto, is made and entered into as of November 9, 2005 by and among the Company, Care Capital Investments II, LP, Care Capital Offshore Investments II, LP (collectively “Care Capital”), Essex Woodlands Health Ventures, L.P. (“Essex”), Galen Partners International III, L.P., Galen Partners III, L.P., Galen Employee Fund III, L.P. (collectively, “Galen”) and GCE Holdings LLC (the “Transferee”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
