ASSET PURCHASE AGREEMENT By and between PERNIX IRELAND LIMITED and ZOGENIX, INC. Dated as of March 10, 2015Asset Purchase Agreement • April 28th, 2015 • Zogenix, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and executed as of March 10, 2015 (the “Execution Date”), by and among Zogenix, Inc., a Delaware corporation (“Seller”), Pernix Ireland Limited, an Irish corporation (“Purchaser”), and, solely with respect to Sections 5.9.2, 10.2 and 10.14, Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Guarantor”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 28th, 2015 • Zogenix, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of April 23, 2015, by and among Zogenix, Inc., a Delaware corporation (“Seller”), Pernix Ireland Limited, an Irish corporation (“Purchaser”), and Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Guarantor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 28th, 2015 • Zogenix, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 23 2015, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and ZOGENIX, INC., a Delaware corporation with offices located at 12400 High Bluff Drive, Suite 650, San Diego, California 92130 (“Borrower”).
