0001571049-15-003959 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the last date signed by the parties hereto (the “Effective Date”) and is entered into by and between Retrophin, Inc., a Delaware corporation (hereinafter the “Company”), and Alvin Shih, MD (hereinafter “Executive”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 9, 2015, by and between Retrophin, Inc., a Delaware corporation (“Retrophin” or “Seller”) and Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 10, 2015 (the “Effective Date”), by and between Retrophin, Inc., a Delaware corporation (“Retrophin” or “Buyer”)) and Asklepion Pharmaceuticals, LLC, a Delaware limited liability company (“Asklepion” or “Seller”). Buyer and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”

Amendment No. 3 to Credit Agreement
Credit Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

This Amendment No. 3 (this “Amendment”) to that certain Credit Agreement, dated as of June 30, 2014 (as amended by Amendment No. 1 to the Credit Agreement dated as of July 16, 2014, Amendment No. 2 to the Credit Agreement dated as of November 13, 2014 and as otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among Retrophin, Inc., as borrower (the “Borrower”), the Lenders from time to time party thereto and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), is dated as of January 12, 2015, by and among the Borrower, the Lenders constituting the Majority Lenders on the signature pages hereto, and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Existing Credit Agreement.

PURCHASE AGREEMENT
Purchase Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of February 12, 2015 (the “Closing Date”), by and among Retrophin, Inc., a Delaware corporation (“Retrophin”) on behalf of itself and its Affiliates (as that term is defined below), including without limitation, Retrophin Therapeutics International, LLC, a Delaware limited liability company (“Retrophin Therapeutics”), and Manchester Pharmaceuticals LLC, a California limited liability company (“Manchester”), (collectively, the “Vecamyl Sellers”), on the one hand, and Waldun Pharmaceuticals, LLC, a Delaware limited liability company (“Waldun”), on the other hand. The Vecamyl Sellers and Waldun may sometimes be referred to herein collectively as the “Parties” and individually as a “Party.”

AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT
Sublicense Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

THIS AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT (the "Amendment") is made and entered into as of February 27, 2015 ("Amendment Effective Date") and amends the Sublicense Agreement effective as of February 16, 2012, as amended pursuant to that certain Amendment to Sublicense Agreement dated December 11, 2012 and Amendment to Sublicense Agreement dated January 7, 2013 (the "Sublicense Agreement") by and between Ligand Pharmaceuticals Incorporated, a corporation organized under the laws of Delaware and having a place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA, 92037 and its wholly owned subsidiary, Pharmacopeia, LLC (as successor in interest to Pharmacopeia Drug Discovery Inc.) ("PCOP"), a limited liability company organized under the laws of Delaware and having a place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA, 92037 (collectively, Ligand Pharmaceuticals Incorporated and PCOP shall be known as "Ligand") and Retrophin, Inc., a corporatio

Amendment No. 4 to Credit Agreement
Credit Agreement • May 11th, 2015 • Retrophin, Inc. • Pharmaceutical preparations • New York

This Amendment No. 4 (this “Amendment”) to that certain Credit Agreement, dated as of June 30, 2014 (as amended by Amendment No. 1 to the Credit Agreement dated as of July 16, 2014, Amendment No. 2 to the Credit Agreement dated as of November 13, 2014, Amendment No. 3 to the Credit Agreement dated as of January 12, 2015 and as otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among Retrophin, Inc., as borrower (the “Borrower”), the Lenders from time to time party thereto and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), is dated as of March 24, 2015, by and among the Borrower, the Lenders constituting the Majority Lenders on the signature pages hereto, and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Existing Credit Agreement.

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