0001144204-08-027714 Sample Contracts

INDENTURE dated as of February 21, 2008 by and between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, as initial trustee of the Notes described herein
Indenture • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York

This INDENTURE, dated as of February 21, 2008, is by and between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein.

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PURCHASE AND SALE AGREEMENT dated as of February 21, 2008 between AZITHROMYCIN ROYALTY SUB LLC and INSITE VISION INCORPORATED
Purchase and Sale Agreement • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York

This PURCHASE AND SALE AGREEMENT, dated as of February 21, 2008, is between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company, and INSITE VISION INCORPORATED, a Delaware corporation.

NOTE PURCHASE AGREEMENT dated February 21, 2008 among AZITHROMYCIN ROYALTY SUB LLC, INSITE VISION INCORPORATED and THE PURCHASER NAMED HEREIN $60,000,000 AZITHROMYCIN PHARMASM SECURED 16% NOTES DUE 2019
Note Purchase Agreement • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York

Azithromycin Royalty Sub LLC, a Delaware limited liability company, and InSite Vision Incorporated, a Delaware corporation, hereby covenant and agree with you as follows:

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of February 21, 2008, is made by INSITE VISION INCORPORATED, a Delaware corporation, in favor of U.S. Bank National Association, a national banking association, as the Trustee under the Indenture, as grantee hereunder.

RESIDUAL LICENSE AGREEMENT dated as of February 21, 2008 between AZITHROMYCIN ROYALTY SUB LLC and INSITE VISION INCORPORATED
Residual License Agreement • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York

This Residual License Agreement (this “Residual License Agreement”), dated as of February 21, 2008 (the “Execution Date”), is between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company (the “Issuer”), and INSITE VISION INCORPORATED, a Delaware corporation (the “Parent”).

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