0001193125-10-273776 Sample Contracts

Contract
Warrant Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS WARRANT HAS 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, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This Executive Employment Agreement (the “Agreement”), is entered into as of October 27, 2010 (the “Effective Date”), by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and James Scibetta (the “Executive”).

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DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT
Strategic Licensing, Distribution and Marketing Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the “Agreement”) is made on October 15, 2009 (the “Agreement Date”) and is effective as of the Effective Date (as defined below), between:

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AMENDED AND RESTATED SUPPLY AGREEMENT
Supply Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED SUPPLY AGREEMENT is entered into on October 15, 2009 (the “Agreement Date”) and is made effective as of the 10th day of August, 2007 (the “Effective Date”)

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Contract
Distribution Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

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Contract
Distribution Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

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Contract
Supply Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

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Contract
Strategic Marketing Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

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AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) Dated as of March 23, 2007 between SKYEPHARMA INC., as Grantor, and ROYALTY SECURITIZATION TRUST I, as Purchaser
Security Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is dated as of March 23, 2007 and entered into between SKYEPHARMA INC., a California corporation (the “Grantor”) and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).

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AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT Dated as of March 23, 2007 between SKYEPHARMA INC., as Seller, and ROYALTY SECURITIZATION TRUST I as Purchaser
Royalty Interests Assignment Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 23, 2007 by and between SKYEPHARMA INC. (formerly known as Depotech Corporation), a California corporation (the “Seller”), and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).

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CO-DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN ENZON PHARMACEUTICALS, INC. AND JAGOTEC, AG, SKYEPHARMA, INC., AND SKYEPHARMA PLC DATED AS OF JANUARY 2, 2003
Co-Development, Collaboration and License Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This CO-DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT, dated as of January 2, 2003 (the “Effective Date”), is entered into by and among Enzon Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having offices located at 685 Route 202/206 Bridgewater, New Jersey 08807 (“Enzon”), and SkyePharma, Inc., a corporation organized and existing under the laws of the State of California and wholly-owned subsidiary of Parent, having offices located at 1450 Science Center Drive, San Diego, California 92121 (“Skye”), Jagotec, AG, a corporation organized and existing under the laws of Switzerland and wholly-owned subsidiary of Parent, having offices located at Eptingerstrasse 51, CH-4132 Muttenz, Switzerland (“Jagotec,” and together with Skye, “SkyePharma”), and solely with respect to Section 13.3, SkyePharma PLC, a corporation organized and existing under the laws of England and Wales, having offices located at 105 Piccadilly, London W1J 7NJ, England (“Parent”

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GUARANTY
Guaranty • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This GUARANTY (this “Guaranty”), dated as of November 24, 2010, is entered into by and among each of the guarantors signatory hereto as specified on Schedule 2.1 hereto (each a “VC Guarantor” and collectively, the “VC Guarantors”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. and HERCULES TECHNOLOGY III, L.P. (individually, a “Lender” and, collectively, the “Lenders”).

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STOCK PURCHASE AGREEMENT by and among Blue Acquisition Corp. (“Buyer”), SkyePharma Holding, Inc. (“Seller”), and SkyePharma, Inc. (the “Company”) dated as of January 8, 2007
Stock Purchase Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Agreement (the “Agreement”) is made and entered into as of January 8, 2007 by and among Blue Acquisition Corp., a Delaware corporation (“Buyer”), SkyePharma Holding, Inc. (“Seller”), a Delaware corporation and a wholly owned subsidiary of SkyePharma PLC, a company incorporated under the laws of England and Wales (“Parent”), and SkyePharma, Inc., a California corporation and wholly owned subsidiary of Seller (the “Company”).

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SERVICES AGREEMENT
Services Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This SERVICES AGREEMENT (this “Agreement”), is effective as of October 28, 2010, by and among Pacira Pharmaceuticals, Inc. (the “Company”), MPM Asset Management LLC (“MPM”), and Gary Patou (“Consultant”).

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SUPPLY AND DISTRIBUTION AGREEMENT BY AND BETWEEN SKYEPHARMA, INC. AND ENZON PHARMACEUTICALS, INC. DATED AS OF DECEMBER 31, 2002
Supply and Distribution Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS DEPOCYT® SUPPLY AND DISTRIBUTION AGREEMENT dated as of the 31st day of December, 2002, is entered into by and between ENZON PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, having offices located at 685 Route 202/206, Bridgewater, New Jersey 08807 (“Enzon”) and SKYEPHARMA, INC., a corporation organized and existing under the laws of the State of California, having offices located at 1450 Science Center Drive, San Diego, California 92121 (“Skye”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada

This Assignment Agreement (hereinafter referred to as “Agreement”) is made and entered into as of the 9th day of February, 1994, by and between RESEARCH DEVELOPMENT FOUNDATION (hereinafter referred to as “RDF”), a Nevada nonprofit corporation having its office at 402 North Division Street, Carson City, Nevada, 89703;

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PACIRA PHARMACEUTICALS, INC. Stack Pharmaceuticals, Inc. Services Agreement
Services Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This Service Agreement (the “Agreement”) is entered into effect as of September 15, 2010 (the “Effective Date”) between PACIRA PHARMACEUTICALS, INC. (the “Company”), a Delaware corporation with its principal offices at 10450 Science Center Drive, San Diego, California 92121, and Stack Pharmaceuticals, Inc. (“Stack”), a Delaware corporation with its principal offices at 5 Sylvan Way, Parsippany, New Jersey 07054.

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Contract
Supply Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 24, 2010 and is entered into by and between PACIRA PHARMACEUTICALS, INC., a Delaware corporation, PACIRA PHARMACEUTICALS, INC., a California corporation, and each of subsidiaries that execute a Joinder from time to time, (individually, a “Borrower” and, collectively, the “Borrowers”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation and HERCULES TECHNOLOGY III, L.P., a Delaware limited partnership (collectively, the “Lender”).

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