TAX MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of , 2019Tax Matters Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of , 2019 by and between Recro Pharma, Inc., a Pennsylvania corporation (“Recro”), and Baudax Bio, Inc., a Pennsylvania corporation (“Baudax”). Each of Recro and Baudax is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement entered into between the Parties as of the date hereof (the “Separation Agreement”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This Second Amendment to Purchase and Sale Agreement (this “Amendment”), dated December 20, 2018 (the “Amendment Effective Date”) by and among Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), Daravita Limited, a private company limited by shares and incorporated in Ireland (“Daravita”), Alkermes US Holdings, Inc. (as successor in interest to Eagle Holdings USA, Inc.), a Delaware corporation (together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC (as successor to Recro Pharma LLC), a Massachusetts limited liability company and wholly-owned subsidiary of Recro (“Recro Gainesville” and, together with Recro, “Purchasers”), amends that certain Purchase and Sale Agreement, dated as of March 7, 2015 and amended on December 8, 2016, by and among Sellers, Daravita and Purchasers (as amended, the “Agreement”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This First Amendment (this “Amendment”) to the Purchase and Sale Agreement (the “Agreement”), dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Recro (as successor to Recro Pharma LLC, together with Recro, “Purchasers”), is dated December 8, 2016.
SEPARATION AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of , 2019Separation Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania
This SEPARATION AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned Subsidiary of Recro. “Party” or “Parties” means Recro or Baudax, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Article I.
Master Manufacturing Services AgreementMaster Manufacturing Services Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • England
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. LICENSE AGREEMENT BETWEEN RECRO PHARMA, INC. AND...License Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York
This agreement (“Agreement”) is made by and between Recro Pharma, Inc., a Pennsylvania corporation having an address at 490 Lapp Road, Malvern PA 19355 (“Licensee”), and Cornell University (“University”) as represented by its Center for Technology Licensing (“CTL”) at Cornell University at 395 Pine Tree Road, Ithaca, NY 14850 (University, CTL and CRF (as defined below) collectively “Cornell” and each of Licensee and Cornell a “Party” and collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of , 2019Employee Matters Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned subsidiary of Recro. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of , 2019 (the “Separation Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO DEVELOPMENT, MANUFACTURING AND...Development, Manufacturing and Supply Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
THIS FIRST AMENDMENT TO DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT (this “Amendment”) is made and entered into as of October 19, 2016 by and between Alkermes Pharma Ireland Limited, a private limited company organized and existing under the laws of the Republic of Ireland (“Alkermes”), and Recro Pharma, Inc., a corporation organized and existing under the laws of Pennsylvania (“Recro”), Recro and Alkermes are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of , 2019Transition Services Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Recro Pharma, Inc., a Pennsylvania corporation (“Recro”), and Baudax Bio, Inc., a Pennsylvania corporation (“Baudax”). “Party” or “Parties” means Recro or Baudax, individually or collectively, as the case may be.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. PURCHASE AND SALE AGREEMENT by and among ALKERMES...Purchase and Sale Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 7, 2015, is by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Pharma LLC, a Delaware limited liability company and wholly-owned subsidiary of Recro (“Acquisition Sub,” and together with Recro, “Purchasers”).
DEXMEDETOMIDINE API SUPPLY AGREEMENTApi Supply Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This API Supply Agreement (the “Agreement”) is entered into this 22nd day of August, 2008 (the “Effective Date”), by and among Recro Pharma, Inc., a company incorporated under the laws of the Commonwealth of Pennsylvania (“Customer” or “Recro”), and Orion Corporation, a company incorporated under the laws of Finland (“Supplier” or “Orion”). Customer and Supplier may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT...Development, Manufacturing and Supply Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware
THIS DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2015 (the “Effective Date”) by and between Alkermes Pharma Ireland Limited, a private limited company organized and existing under the laws of the Republic of Ireland (“Alkermes”), and Recro Pharma, Inc., a corporation organized and existing under the laws of Pennsylvania (“Recro”). Recro and Alkermes are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THIRD AMENDMENT TO DEVELOPMENT, MANUFACTURING AND...Development, Manufacturing and Supply Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec
THIS THIRD AMENDMENT TO DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT (this “Third Amendment”) is made and entered into as of June 15, 2017 by and between Alkermes Pharma Ireland Limited, a private limited company organized and existing under the laws of the Republic of Ireland (“Alkermes”), and Recro Ireland Limited, a private limited company organized and existing under the laws of the Republic of Ireland (“Recro”). Recro and Alkermes are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
