Form of Distribution AgreementAsset Contribution and Separation Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • Delaware
THIS ASSET CONTRIBUTION AND SEPARATION AGREEMENT (this “Agreement”) is entered into as of [●], 2018, by and among: Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”), and AquaMed Technologies, Inc., a Delaware corporation (“AquaMed”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 9th, 2019 • AquaMed Technologies, Inc. • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of January 8, 2019, by and among AquaMed Technologies, Inc., a Delaware corporation (“Parent”), AQ TOP, LLC, a Delaware limited liability company (“Merger Sub”), and TO Pharmaceuticals LLC, a Delaware limited liability company (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).
LICENSE AGREEMENTLicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This License Agreement (this “Agreement”), dated as of April 13, 2017 (the “Effective Date”), is by and between Tikun Olam Ltd., an Israeli corporation, registration number 514263771 (“Licensor”) and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee shall each be individually referred to as a “Party” and collectively as the “Parties”.
MASTER INTERCOMPANY SERVICES AGREEMENTMaster Intercompany Services Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This MASTER INTERCOMPANY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2018, by and among certain subsidiaries of T.O. GLOBAL LLC, a New York Limited Liability Company (“Parent”) providing services (as set forth in Schedule B hereto, collectively, the “Service Providers”) and certain subsidiaries of Parent receiving such services (as set forth in Schedule B hereto, collectively, the “Service Recipients”).
VOID AFTER 5:00 P.M. ON NOVEMBER 1, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSAquaMed Technologies, Inc. • January 9th, 2019 • New York
THIS IS TO CERTIFY THAT, for value received, Bernard Sucher, an individual residing at 715 Sevilla Avenue, Coral Gables, Florida 33134-5627 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO Pharmaceuticals LLC, a Delaware limited liability (the “Company”), up to 5,593 Class A Units (the “Warrant Units”) of the Company (“Units”), at an exercise price equal to $15.11 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
TAX MATTERS AGREEMENT by and among ALLIQUA BIOMEDICAL, INC. and AQUAMED TECHNOLOGIES, INC. Dated as of [·], 2018 TAX MATTERS AGREEMENTTax Matters Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of [·], 2018, by and among Alliqua Biomedical, Inc., a Delaware corporation (“Alliqua”) and Aquamed Technologies, Inc., a Delaware corporation (“Aquamed”). Each of Alliqua and Aquamed is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
THIS AGREEMENT is made effective as of November 1, 2018, by and among TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company” ), having a place of business at 77 Water Street, 8th Floor, Suite 821, New York, New York 10005, and Broom Street Associates, LLC, having a place of business at 902 N. Broom Street, Wilmington, DE 19806 (the “Consultant”).
THIRD AMENDMENT TO LEASELease • January 9th, 2019 • AquaMed Technologies, Inc.
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of the 27th day of February, 2009 by and between HYDROGEL DESIGN SYSTEMS, INC., a Delaware corporation (“Tenant”) and EXETER 2150 CABOT, L.P., a Pennsylvania limited partnership (“Landlord”).
Re: Amendment to the License AgreementLicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc.
Reference is made in this letter agreement (the "Letter") to the License Agreement, dated as of April 13, 2017 (the "License Agreement"), by and between Tikun Olam Ltd., an Israeli corporation ("Licensor") and TO Pharmaceuticals USA LLC, a Delaware limited liability company (the "Licensee") (each a "Party" and together, the "Parties").
VOID AFTER 5:00 P.M. ON MARCH 9, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITSAquaMed Technologies, Inc. • January 9th, 2019 • New York
THIS IS TO CERTIFY THAT, for value received, Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO PHARMACEUTICALS LLC, a Delaware limited liability (the “Company”), up to 500 units (the “Warrant Units”) of the membership interests of the Company (“Units”), at an exercise price equal to $700 per Unit (the “Exercise Price”) at the times and in the manner set forth below.
Tikun Olam IP Ltd. c/o Trident Trust Company (Cayman) Ltd. Cayman Islands December 9, 2018License Agreement • January 9th, 2019 • AquaMed Technologies, Inc.
Reference is made in this letter agreement (the "Letter") to the License Agreement, dated as of April 13, 2017 (the "License Agreement"), by and between Tikun Olam Ltd., an Israeli corporation ("Licensor"), and Tikun Olam IP Ltd., a Cayman Islands company (the "Licensee") (each a "Party" and together, the "Parties").
ASSIGNMENT AND AMENDED AND RESTATED LEASEAssignment And • January 9th, 2019 • AquaMed Technologies, Inc.
ASSIGNMENT AND AMENDED AND RESTATED LEASE, by and among EMBRYO DEVELOPMENT CORPORATION, a Delaware corporation (“Assignor”), 2150 CABOT LLC, a Pennsylvania limited liability company (“Landlord”), and HYDROGEL DESIGN SYSTEMS, INC., a Delaware corporation (“Tenant” or “HDS”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • January 9th, 2019 • AquaMed Technologies, Inc.
We are very pleased to offer you the position of Interim Chief Executive Officer (“CEO”) of TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), effective as of October 1, 2018. This offer of is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your role as CEO will be subject to the terms and conditions set forth in this letter, which supersede anything said or communicated to you during any discussions or correspondence about your employment with the Company or its affiliates. Your firm, Sutherland Paige and Associates, Inc. D/B/A Katan Associates, International (“Katan”), will be engaged as an consultant and independent contractor to the Company to provide your services on an interim basis until you and the Company enter into a definitive employment agreement (the “Employment Agreement”).
AMENDED AND RESTATED SUBLICENSE AGREEMENT (U.S.)Sublicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This Amended and Restated Sublicense Agreement (this “Agreement”) is made effective as of January 12, 2018 (the “Effective Date”) by and between TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”) and Tikkun Pharma, Inc., a Delaware corporation (“TP”). Each of TOP and TP may be referred to as a “Party” and collectively as the “Parties”. This Agreement amends, supersedes, and restates the prior Sublicense Agreement between the parties dated September 11, 2017 (the “Prior Sublicense”) in its entirety, and the Prior Sublicense shall have no further force or effect as of the Effective Date.
AMENDED AND RESTATED SUBLICENSE AGREEMENT (NON-U.S.)Sublicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This Amended and Restated Sublicense Agreement (this “Agreement”) is made effective as of January 12, 2018 (the “Effective Date”) by and between Tikun Olam IP Ltd., a Cayman Islands company (“TOCI”) and Tikkun Pharma, Inc., a Delaware corporation (“TP”). Each of TOCI and TP may be referred to as a “Party” and collectively as the “Parties”. This Agreement amends, supersedes, and restates the prior Sublicense Agreement between the parties dated September 11, 2017 (the “Prior Sublicense”) in its entirety, and the Prior Sublicense shall have no further force or effect as of the Effective Date.
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 9, 2016 is by and between TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company”) and Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Employee”).
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • January 9th, 2019 • AquaMed Technologies, Inc.
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the “Assignment”) is made this 27th day of February, 2009, by and among EXETER 2150 CABOT, L.P., a Pennsylvania limited partnership (the “Landlord”) and HYDROGEL DESIGN SYSTEMS, INC., a Delaware corporation (the “Assignor”); and AQUAMED TECHNOLOGIES, INC., a Delaware corporation (the “Assignee”).
SUBLICENSE AGREEMENT (U.S.)Sublicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This Sublicense Agreement (this “Agreement”) is made effective as of January 12, 2018 (the “Effective Date”) by and between TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”) and Jay Pharma, Inc., a Canadian corporation (“JP”). Each of TOP and JP may be referred to as a “Party” and collectively as the “Parties”.
SUBLICENSE AGREEMENT (NON-U.S.)Sublicense Agreement • January 9th, 2019 • AquaMed Technologies, Inc. • New York
This Sublicense Agreement (this “Agreement”) is made effective as of January 12, 2018 (the “Effective Date”) by and between Tikun Olam IP Ltd., a Cayman Islands company (“TOCI”) and Jay Pharma, Inc., a Canadian corporation (“JP”). Each of TOCI and JP may be referred to as a “Party” and collectively as the “Parties”.
AMENDMENT TO LEASELease • January 9th, 2019 • AquaMed Technologies, Inc. • Pennsylvania
This Amendment is made as of February 23, 2007, by and between 2150 CABOT LLC (hereinafter “Landlord”) and HYDROGEL DESIGN SYSTEMS, INC, (hereinafter “Tenant”).
FOURTH AMENDMENT TO LEASELease • January 9th, 2019 • AquaMed Technologies, Inc.
THIS FOURTH AMENDMENT TO LEASE is made this 24th day of July, 2013, by and between EXETER 2150 CABOT, L.P., a Pennsylvania limited partnership (“Landlord”), and AQUAMED TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
