HORIZON PHARMA, INC. INDEMNITY AGREEMENTIndemnity Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ] [ ], 2010, is made by and between HORIZON PHARMA, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractHorizon Pharma, Inc. • August 3rd, 2010 • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractWarrant Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
DATED 20 AUGUST 2004 JAGOTEC AG and SKYEPHARMA AG and NITEC PHARMA AG DEVELOPMENT & LICENCE AGREEMENTLicence Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained in this Agreement and intending to be legally bound by it, the Parties hereby agree as follows:
MANUFACTURING & SUPPLY AGREEMENTSupply Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
This MANUFACTURING & SUPPLY AGREEMENT (“Agreement”), effective as of 3 August 2007, is entered into between NITEC PHARMA AG, a Swiss corporation having a place of business at Kägenstrasse 17, CH-4153 Reinach, Switzerland (hereinafter referred to as “NITEC”), and JAGOTEC AG, a Swiss corporation having a place of business at Eptingerstrasse 51, CH-4132 Muttenz, Switzerland (hereinafter referred to as “JAGOTEC”; (NITEC and JAGOTEC hereinafter sometimes referred to as “Party” or “Parties”). JAGOTEC is a 100% owned subsidiary of SkyePharma plc and SkyePharma AG is a 100% owned subsidiary of SkyePharma plc.
FIRST AMENDMENT TO AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO EURO 7,500,000Horizon Pharma, Inc. • August 3rd, 2010 • England
This First Amendment To Agreement For The Provision Of A Loan Facility Of Up To Euro 7,500,000 (“Amendment”) is made and entered into as of April 1, 2010, by and between Nitec Pharma AG, a company incorporated in Switzerland with number CH-280.3.007.771-0/ (“Borrower”), and Kreos Capital III (UK) Limited, a company incorporated in England and Wales whose company number is 05981165 (“Lender”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON PHARMA, INC., HORIZON PHARMA USA, INC. AND TIMOTHY P. WALBERTExecutive • August 3rd, 2010 • Horizon Pharma, Inc. • Illinois
This Amended and Restated Executive Employment Agreement (hereinafter referred to as the “Agreement”), is entered into effective July 27, 2010 (the “Effective Date”) by and between Horizon Pharma, Inc., a Delaware corporation, and its wholly owned subsidiary, Horizon Pharma USA, Inc., a Delaware corporation, each having a principal place of business at 1033 Skokie Boulevard, Suite 355 Northbrook, IL, 60062, (hereinafter referred to together as the “Company”), and Timothy P. Walbert, an individual residing at 107 Prairie Avenue, Park Ridge, Illinois 60068, domiciled in the State of Illinois (hereinafter referred as to the “Executive”). This Agreement amends and supersedes in its entirety the Amended and Restated Employment Agreement entered into by and between Horizon Pharma USA, Inc. (formerly Horizon Therapeutics, Inc.) and Executive on December 26, 2008 (the “Prior Agreement”).
DATED 24th March 2009 NITEC PHARMA AG AND MUNDIPHARMA INTERNATIONAL CORPORATION LIMITED EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
Master Services AgreementMaster Services Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • New York
This Master Services Agreement (this “Agreement”) is entered into the 11th day of September, 2008 between Pharmaceutics International, Inc. (“PII”) with an address at 10819 Gilroy Road, Hunt Valley, Maryland, 21031, Attn: Steve King, Senior Vice President, and Horizon Therapeutics, Inc., with an address at 8025 Lamon Avenue, Suite 110, Skokie, IL 60077 (“Customer”).
TECHNICAL TRANSFER AGREEMENTTechnical Transfer Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • New York
This Technical Transfer Agreement (together with the Schedules hereto, this “Agreement”) is entered into as of November 9, 2009 (the “Effective Date”)
Technology Transfer Agreement between Merck KGaA (“Merck”), Frankfurter Strasse 250, 64271 Darmstadt and Nitec Pharma AG (“Nitec Pharma”) Switzerland PreambleTechnology Transfer Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
Merck has been marketing corticoids (Fortecortin, Decortin, Decortin H, Solu Decortin H) successfully – primarily in Germany – for many years. In order to support the corticoid business Merck started developing Prednison Night Time Release in 1998, which is a novel galenic formulation using the active agent prednison. For the treatment of rheumatoid arthritis (“RA”) the Project (as defined hereinafter) has not yet entered phase 3 of clinical testing.
PACKAGING and SUPPLY AGREEMENT for the packaging of pharmaceuticals betweenPackaging and Supply Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
CATALENT GERMANY SCHORNDORF GmbH Steinbeisstraße 2, D-73614 Schorndorf, Germany, hereinafter referred to as “CATALENT” and made effective 29 Sept. 2008, (the “Effective Date”).
EMPLOYEE CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENTEmployee Confidentiality and Inventions Assignment Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • Illinois
In consideration of my employment or continued employment by HORIZON PHARMA USA, INC. (“Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
SHARE EXCHANGE AGREEMENT Dated April 1, 2010 by and amongShare Exchange Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • Delaware
of the Contemplated Transactions the existing securityholders of Horizon will own approximately 51% of Holdco on a fully-diluted basis and the existing securityholders of Nitec will own approximately 49% of Holdco on a fully-diluted basis.
THIS AMENDMENT AGREEMENT (“Amendment Agreement”) is entered on the day of 3 August, 2007. BETWEENAmendment Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
LOAN AND SECURITY AGREEMENT Dated as of April 1, 2010 among HORIZON PHARMA USA, INC. and NITEC PHARMA AG, (as Borrowers), HORIZON PHARMA, INC. (as Guarantor), KREOS CAPITAL III (UK) LIMITED (as Administrative Agent) and The Other Lenders Party HeretoLoan and Security Agreement • August 3rd, 2010 • Horizon Pharma, Inc.
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of April 1, 2010 (the “Effective Date”) by and among HORIZON PHARMA USA, INC., a Delaware corporation (formerly called HORIZON THERAPEUTICS, INC.) (“Horizon”), NITEC PHARMA AG, a company incorporated in Switzerland (“Nitec,” and together with Horizon, each a “Borrower” and, collectively, jointly and severally, the “Borrowers”), HORIZON PHARMA, INC., a Delaware corporation (the “Guarantor,” and, together with the Borrowers, each a “Credit Party” and, collectively, the “Credit Parties”), the Lenders listed on Appendix A hereto or otherwise party hereto from time to time, and KREOS CAPITAL III (UK) LIMITED (“Kreos”), as administrative agent for the Lenders, or any successor administrative agent (in such capacity, the “Administrative Agent”), provides the terms on which the Lenders shall make, and Borrowers shall repay, the Credit Extensions (as hereinafter defined). The parties agree as follows:
Transfer, License and Supply Agreement between Merck Pharma GmbH Alsfelder Straße 17, 64289 Darmstadt, Germany (“Merck”), and Nitec Pharma AG Röschenzerstr. 9, (“Nitec AG”) and Nitec GmbH Joseph-Meyer-Str. 13-15 68167 Mannheim, Germany (“Nitec...Horizon Pharma, Inc. • August 3rd, 2010
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO EURO 7,500,000 Date 15/8/2008 BetweenAgreement • August 3rd, 2010 • Horizon Pharma, Inc. • England
KREOS CAPITAL III (UK) LIMITED a company incorporated in the England and Wales whose company number is 05981165 and whose registered office is at Cardinal House, 39/40 Albemarle Street, London W1S 4TE (the “Lender, which expression shall include its successors and assigns);
HORIZON THERAPEUTICS, INC. WARRANT TO PURCHASE STOCKHorizon Pharma, Inc. • August 3rd, 2010 • California
THIS CERTIFIES THAT, for value received, , with its principal office at , or its successors or assigns (the “Holder”), is entitled to subscribe for and purchase from HORIZON THERAPEUTICS, INC., a Delaware corporation (the “Company”), with its principal office at 1033 Skokie Blvd., Suite 355, Northbrook, Illinois 60062, the Exercise Shares at the Exercise Price (each as defined and subject to adjustment as provided herein). This warrant (the “Warrant”) is being issued pursuant to the terms of the Note and Warrant Purchase Agreement, dated October 28, 2008, as amended by that certain First Amendment to Note and Warrant Purchase Agreement dated November 20, 2008, as amended by that certain Second Amendment to Note and Warrant Purchase Agreement, dated July 2, 2009, and as further amended by that certain Third Amendment to Note and Warrant Purchase Agreement, dated September 25, 2009, by and among the Company and the persons and entities listed on the Schedule of Purchasers thereto (as ame
Nitec Pharma AG Kägenstrasse 17 CH-4153 Reinach Switzerland July 7, 2009 Dear Sirs: Exclusive Distribution Agreement between Nitec Pharma AG and Mundipharma International Corporation Ltd. dated March 24, 2009 (the “Agreement”)Horizon Pharma, Inc. • August 3rd, 2010
We refer to the Agreement subsisting between you and us and take this means to confirm the following amendment thereto agreed between you and us. Capitalised terms used in this letter without definition which are defined in the Agreement shall have the same meanings herein as therein.
Agreement between Merck Pharma GmbH Alsfelder Straße 17 64289 Darmstadt, Germany (“Merck”) and Nitec Pharma AG Kägenstraße 17 (“Nitec AG”) and Nitec GmbH Joseph-Meyer-Str. 13 –15 68167 Mannheim, Germany (“Nitec Germany”) Nitec AG and Nitec Germany are...Horizon Pharma, Inc. • August 3rd, 2010
Transfer, License and Supply Agreement between Merck GesmbH Zimbagasse 5 (“Merck”), and Nitec Pharma AG Kagenstr 17, (“Nitec AG”) and Nitec GmbH Joseph- Meyer-Str. 13 –15 68167 Mannheim, Germany (“Nitec Germany”) Nitec AG and Nitec Germany are...Horizon Pharma, Inc. • August 3rd, 2010
