AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SkinMedica, Inc., a Delaware corporation (the “Company”), and Rex D. Bright (“Executive”), and shall be effective as of March 1, 2005 (the “Effective Date”).
Shares SKINMEDICA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2005 • Skinmedica Inc • New York
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS MANUFACTURING AND SUPPLY AGREEMENT is entered into effective as of June 30, 2002 (“Effective Date”), by and between ENHANCED DERM TECHNOLOGIES, INC., a Delaware corporation (“EDT”) and SKINMEDICA, INC., a California corporation (“SM”). EDT and SM are each referred to as a “Party” to this Agreement, and collectively as the “Parties.”
PROCESS DEVELOPMENT AND CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • April 27th, 2005 • Skinmedica Inc • Maryland
This Clinical Supply Agreement (the “Agreement”) is made as of June 30, 2004, (the “Effective Date”) by and among Cambrex Bio Science Walkersville, Inc., a Delaware corporation (“CBSW”), Smith & Nephew Wound Management (La Jolla), a Delaware partnership (“SNWMLJ”), Inamed Medical Products Corporation, a California corporation (“Inamed”), and SkinMedica, Inc., a Delaware corporation (“SkinMedica”, and each of SNWMLJ, Inamed or SkinMedica individually referred to as “Client” and collectively referred to as “Clients”, and each of CBSW and Clients individually referred to as “Party” and collectively referred to as the “Parties”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between ADVANCED TISSUES SCIENCES, INC. and SKINMEDICA, INC.Intellectual Property License Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”), is made by and between Advanced Tissue Sciences, Inc., a Delaware corporation (“ATS”) and SkinMedica, Inc., a Delaware Corporation (“SkinMedica”).
ContractWarrant Agreement • April 27th, 2005 • Skinmedica Inc • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE SECURITIES ACT.
SUPPLY AGREEMENT Between BRISTOL-MYERS SQUIBB COMPANY and SKINMEDICA, INC. for VANIQA® Dated as of May 14, 2004Supply Agreement • April 27th, 2005 • Skinmedica Inc • New York
THIS SUPPLY AGREEMENT (this “Agreement”) dated as of May 14, 2004 (the “Agreement Date”), is between Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and SkinMedica, Inc., a Delaware corporation (the “Company”).
CONTRACT MANUFACTURING/PACKAGING AGREEMENTContract Manufacturing/Packaging Agreement • April 27th, 2005 • Skinmedica Inc • New York
THIS CONTRACT MANUFACTURING / PACKAGING AGREEMENT (this “Agreement”) made this 3rd day of November, 2003 (the “Effective Date”), by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation with offices at 100 Forest Avenue, Buffalo, New York 14213 (“BMS”), and SKINMEDICA INC., a Delaware corporation with offices at 5909 Sea Lion Place, Suite H, Carlsbad, California 92008 (“SkinMedica”). BMS and SkinMedica are each a “Party” under this Agreement and both of them are referred to as “Parties” herein.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 27th, 2005 • Skinmedica Inc • Delaware
This Agreement dated this 31st day of March, 2003, by and between Cardinal Health P.R. 409 B.V. having its principal offices at Rd 925 Km 6.1, Bo. Junquito, Humacao PR 00791 (hereafter called “Cardinal Health”), and SkinMedica, Inc. (hereafter called “Purchaser”), having its principal offices at 5909 Sea Lion Place, Suite H, Carlsbad, CA 92008.
MANUFACTURING AND SUPPLY AGREEMENT dated as of March 12, 2003 by and between SkinMedica, Inc. and SMITH & NEPHEW WOUND MANAGEMENT (LA JOLLA)Manufacturing and Supply Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of March 12, 2003, is by and between SkinMedica, Inc., a Delaware corporation (“SkinMedica”), and Smith & Nephew Wound Management (La Jolla), a Delaware general partnership (“Smith & Nephew”).
MANUFACTURING AND SUPPLY AGREEMENT dated as of December 2, 2003 by and between SKINMEDICA, INC., a Delaware corporation and IMMUCOR, INC., a Georgia corporationManufacturing and Supply Agreement • April 27th, 2005 • Skinmedica Inc • Texas
THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of December 2, 2003, is by and between SkinMedica, Inc., a Delaware corporation (“SkinMedica”), and Immucor, Inc., a Georgia corporation (“Immucor”).
ContractLoan and Security Agreement • April 27th, 2005 • Skinmedica Inc • California
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and SKINMEDICA, INC. (“Borrower”), whose address is 5909 Sea Lion Place, Suite H, Carlsbad, California 92008, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties hereto hereby agree as follows:
WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of SKINMEDICA, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIAWarrant Agreement • April 27th, 2005 • Skinmedica Inc • California
The “Qualified Equity Financing” shall mean the next equity financing after the date hereof, in which the Company raises at least $5 million in gross proceeds, including conversion of the Notes issued pursuant to the Purchase Agreement, and in which investors purchase shares of a series of the Company’s Preferred Stock.
DEVELOPMENT AND LICENSE AGREEMENT between DOW PHARMACEUTICAL SCIENCES and SKINMEDICA, INC.Development and License Agreement • April 27th, 2005 • Skinmedica Inc • California
This Development and License Agreement (“Agreement”), dated as of April 15, 2005 (“Effective Date”), is entered into by and between DOW PHARMACEUTICAL SCIENCES, a corporation organized under the laws of the State of California with its principal executive offices at 1330 Redwood Way, Petaluma, California 94954-1169 (“DOW”), and SKINMEDICA, INC., a corporation organized under the laws of the State of Delaware with its principal executive offices at 5909 Sea Lion Place, Suite H, Carlsbad, California 92008 (“SKINMEDICA”).
FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • April 27th, 2005 • Skinmedica Inc
This First Amendment to Manufacturing and Supply Agreement is made as of this 3rd day of September, 2004 by and between SkinMedica, Inc. (“SkinMedica”) and Smith & Nephew Wound Management (La Jolla) (“Smith & Nephew”).
ASSET PURCHASE AGREEMENT dated as of January 6, 2003 by and between SkinMedica, Inc. and Advanced Tissue Sciences, Inc.Asset Purchase Agreement • April 27th, 2005 • Skinmedica Inc • California
This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of January 6, 2003 by and between SkinMedica, Inc., a Delaware corporation (“Buyer”) and Advanced Tissue Sciences, Inc., a Delaware corporation (“Seller”).
ContractLetter Agreement • April 27th, 2005 • Skinmedica Inc
This letter agreement (“Agreement”) shall document and confirm H.G. Fenton Company’s (“Landlord’s”) consent to modify the Expiration Date for the Lease at the above-referenced Premises. Skin Medica’s (“Tenant’s”) Lease at Suite H is currently scheduled to expire on May 31, 2006, whereas the other two spaces occupied by Tenant at the Project are scheduled to expire on March 31, 2006. In order to provide for a co-terminus expiration date for all of Tenant’s spaces at the Project, Landlord agrees to adjust the Expiration Date at Suite H to now expire on March 31, 2006.
Amendment to Loan and Security AgreementLoan and Security Agreement • April 27th, 2005 • Skinmedica Inc
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK (“Bank”) and the borrower named above (the “Borrower”).
LICENSE AGREEMENTLicense Agreement • April 27th, 2005 • Skinmedica Inc • California
This License Agreement (“Agreement”), between OSMOTICS CORPORATION, a corporation organized under the laws of the State of Colorado with its principal executive offices at 1444 Wazee Street, Denver, CO 80202 (“OSMOTICS”), and SKINMEDICA, INC., a corporation organized under the laws of the State of Delaware with its principal executive offices at 5909 Sea Lion Place, Suite H, Carlsbad, California 92008 (“SKINMEDICA”).
ContractWarrant Agreement • April 27th, 2005 • Skinmedica Inc • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE SECURITIES ACT.
DEVELOPMENT AND LICENSE AGREEMENT between DOW PHARMACEUTICAL SCIENCES and SKINMEDICA, INC.Development and License Agreement • April 27th, 2005 • Skinmedica Inc • California
This Development and License Agreement (“Agreement”), dated as of June 16, 2003 (“Effective Date”), between DOW PHARMACEUTICAL SCIENCES, a corporation organized under the laws of the State of California with its principal executive offices at 1330A Redwood Way, Petaluma, California 94954-1169 (“DOW”), and SKINMEDICA, INC., a corporation organized under the laws of the State of Delaware with its principal executive offices at 5909 Sea Lion Place, Suite H, Carlsbad, California 92008 (“SKINMEDICA”).
SKINMEDICA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of March 31, 2005, by and among SKINMEDICA, INC., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Investors”).
FIRST AMENDMENT TO LEASELease • April 27th, 2005 • Skinmedica Inc
This First Amendment to Lease (“First Amendment”) dated for reference purposes only June 30, 2004 is made at San Diego, California, between H.G. FENTON COMPANY, a California corporation (“Landlord”), and SKIN MEDICA, INC., a Delaware corporation (“Tenant”) with reference to the following facts and circumstances
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2005 • Skinmedica Inc • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SkinMedica, Inc., a Delaware corporation (the “Company”), and (“Executive”), and shall be effective as of March 1, 2005 (the “Effective Date”).
