Collagenex Pharmaceuticals Inc Sample Contracts

Collagenex Pharmaceuticals Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COLLAGENEX PHARMACEUTICALS, INC. (April 18th, 2008)

SECOND: The Corporation’s registered office in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

Collagenex Pharmaceuticals Inc – CollaGenex Pharmaceuticals Reports Financial Results for the Fourth Quarter and Full Year 2007 Total Revenues were $63.6 Million in 2007, including $52.5 Million of Oracea Net Sales Signs Merger Agreement with Galderma Pharma S.A. (March 12th, 2008)

NEWTOWN, PA — March 12, 2008 — CollaGenex Pharmaceuticals, Inc. (NASDAQ: CGPI) today reported financial results for the fourth quarter and year ended December 31, 2007.

Collagenex Pharmaceuticals Inc – AGREEMENT AND PLAN OF MERGER Dated as of February 25, 2008 among Galderma Laboratories, Inc., Galderma Acquisition Inc. and CollaGenex Pharmaceuticals, Inc. (February 27th, 2008)

This AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2008 (this “Agreement”), is among Galderma Laboratories, Inc., a Delaware corporation (“Parent”), Galderma Acquisition Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement without definition shall have their meanings as defined in Section 8.11.

Collagenex Pharmaceuticals Inc – SUB-LICENSE AGREEMENT (August 9th, 2007)

THIS SUB-LICENSE AGREEMENT (this “Agreement”) is made effective the 15th day of May, 2007 (the “Effective Date”), by and between QuatRx Pharmaceuticals Company, a Delaware corporation, with offices at 777 East Eisenhower Parkway, Suite 100, Ann Arbor, Michigan 48108 (hereinafter “QuatRx”), and Collagenex Pharmaceuticals Inc., a Delaware corporation, with offices at 41 University Drive, Suite 200, Newtown, PA 18940 (hereinafter “Collagenex”). QuatRx and Collagenex are each individually referred to herein as a “Party” and collectively as the “Parties”.

Collagenex Pharmaceuticals Inc – FORM OF SENIOR INDENTURE (April 6th, 2007)

INDENTURE, dated as of [ ], 200[ ], between CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ], as trustee (the “Trustee”):

Collagenex Pharmaceuticals Inc – FORM OF SUBORDINATED INDENTURE (April 6th, 2007)

INDENTURE, dated as of [ ], 200[ ], between CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ], as trustee (the “Trustee”):

Collagenex Pharmaceuticals Inc – AMENDMENT TO AGREEMENT (March 16th, 2007)

This Amendment is being issued to incorporate the following changes to the Pandel Agreement between Altana Inc. and CollaGenex Pharmaceuticals, Inc.

Collagenex Pharmaceuticals Inc – EXTENSION AND AMENDMENT TO PROMOTION AND COOPERATION AGREEMENT (March 16th, 2007)

CollaGenex Pharmaceuticals Inc., a corporation established under the laws of Delaware with offices at 41 University Drive, Newtown, PA 18940, (“CollaGenex”), and

Collagenex Pharmaceuticals Inc – Securities and Exchange Commission. Asterisks denote omissions. Product License and Supply Agreement (December 22nd, 2006)

WHEREAS, CollaGenex filed and on 27 May, 2006 the U.S. Food and Drug Administration approved, New Drug Application 50/805 covering the marketing and sale of a 40mg controlled release doxycycline monohydrate capsule conforming to the specifications described in such application (such product being referred to as the “Product”), and

Collagenex Pharmaceuticals Inc – COLLAGENEX PHARMACEUTICALS, INC. Common Stock PLACEMENT AGENT AGREEMENT (November 16th, 2006)
Collagenex Pharmaceuticals Inc – COLLAGENEX PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (October 17th, 2006)

This Change of Control Agreement (the “Agreement”) is made and entered into effective as of , 20 (the “Effective Date”), by and between (the “Employee”) and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (“CollaGenex”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

Collagenex Pharmaceuticals Inc – COLLAGENEX PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (October 17th, 2006)

This Change of Control Agreement (the “Agreement”) is made and entered into effective as of October 16, 2006 (the “Effective Date”), by and between Colin W. Stewart (the “Employee”) and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (“CollaGenex”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

Collagenex Pharmaceuticals Inc – SIXTH LOAN MODIFICATION AGREEMENT (October 12th, 2006)

This Sixth Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of October 9, 2006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and COLLAGENEX PHARMACEUTICALS, INC., a Delaware corporation with its chief executive office located at 41 University Drive, Newtown, Pennsylvania 18940 (“Borrower”).

Collagenex Pharmaceuticals Inc – FIFTH LOAN MODIFICATION AGREEMENT (June 6th, 2006)

This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 31, 2006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and COLLAGENEX PHARMACEUTICALS, INC., a Delaware corporation with its chief executive office located at 41 University Drive, Newtown, Pennsylvania 18940 (“Borrower”).

Collagenex Pharmaceuticals Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT TO LICENSE AGREEMENT (March 16th, 2006)

This Amendment is effective January 1, 2006 (the “Effective Date”), and amends that certain License Agreement dated August 24, 2001 (the “License”) by and between:

Collagenex Pharmaceuticals Inc – COMMERCIAL MANUFACTURING AGREEMENT (March 16th, 2006)

This Commercial Manufacturing Agreement (“Agreement”) is made this 30th day of December, 2005, by and between Cardinal Health PTS, LLC, having a place of business at 14 Schoolhouse Road, Somerset, NJ 08873 (“Cardinal Health”) and CollaGenex Pharmaceuticals, Inc. (“Client”), having its principal place of business at 41 University Drive, Suite 200, Newtown, PA 18940.

Collagenex Pharmaceuticals Inc – Non-Employee Director Compensation Summary (March 16th, 2006)

CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”) non-employee directors currently consist of: (i) Peter R. Barnett, D.M.D.; (ii) Robert C. Black; (iii) James E. Daverman; (iv) Robert J. Easton; (v) Brian M. Gallagher, Ph.D.; (vi) W. James O’Shea; (vii) Robert A. Beardsley; and (viii) George M. Lasezkay, Pharm.D., J.D.

Collagenex Pharmaceuticals Inc – SHARE PURCHASE AGREEMENT (March 16th, 2006)

SansRosa Pharmaceutical Development, Inc. (“SansRosa”), a corporation established under the laws of Delaware, with offices at One Tower Bridge, Suite 1350, 100 Front Street, West Conshohocken, PA 19428 (“SansRosa”),

Collagenex Pharmaceuticals Inc – PLACEMENT AGENCY AGREEMENT December 21, 2005 (December 21st, 2005)
Collagenex Pharmaceuticals Inc – COLLAGENEX PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES D-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK (December 19th, 2005)

CollaGenex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby make this Certificate of Designation under the corporate seal of the Corporation and does hereby state and certify that pursuant to the authority vested in the Board of Directors of the Corporation by the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) the Board of Directors has duly adopted the following resolutions:

Collagenex Pharmaceuticals Inc – COLLAGENEX PHARMACEUTICALS, INC. Restructuring and Exchange Agreement (December 19th, 2005)

This Restructuring and Exchange Agreement (this “Agreement”) is dated as of December 15, 2005, by and among CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the holders of outstanding Series D Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”) of the Company set forth on the signature pages hereto (each a “Series D Holder” and collectively the “Series D Holders”).

Collagenex Pharmaceuticals Inc – CollaGenex Pharmaceuticals Announces Agreement to Acquire SansRosa Pharmaceutical Development Inc. (December 15th, 2005)

Newtown, PA, December 15, 2005 – CollaGenex Pharmaceuticals, Inc. (NASDAQ: CGPI) today announced that it had entered into a definitive agreement to acquire all the shares of SansRosa Pharmaceutical Development Inc. (“SansRosa”). SansRosa is the assignee of various patent applications covering innovative methods for the treatment of redness associated with rosacea and other skin disorders.

Collagenex Pharmaceuticals Inc – Contract (September 26th, 2005)

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Collagenex Pharmaceuticals Inc – CollaGenex Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2005 Equity Incentive Plan (August 9th, 2005)
Collagenex Pharmaceuticals Inc – CollaGenex Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2005 Equity Incentive Plan (August 9th, 2005)
Collagenex Pharmaceuticals Inc – Company Contact: Colin W. Stewart Chief Executive Officer (June 10th, 2005)
Collagenex Pharmaceuticals Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Promotion and Cooperation Agreement Parties (June 10th, 2005)

This Promotion and Cooperation Agreement (the “Agreement”) is effective June 6, 2005, (the “Effective Date”) by and between Primus Pharmaceuticals, Inc., with offices at 4725 N Scottsdale Rd, Suite 200 Scottsdale, AZ 85251 (“Primus”) and CollaGenex Pharmaceuticals, Inc. with offices at 41 University Drive, Newtown, Pennsylvania 18940 (“CollaGenex”).

Collagenex Pharmaceuticals Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. McKesson Corporation Core Distribution Agreement (May 5th, 2005)

This Core Distribution Agreement (“Agreement”) is entered into between McKesson Corporation (“McKesson”), a pharmaceutical distributor, and CollaGenex Pharmaceuticals (“Manufacturer”), a pharmaceutical manufacturer.

Collagenex Pharmaceuticals Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DISTRIBUTION SERVICES AGREEMENT (May 5th, 2005)

This Distribution services Agreement (“Agreement”) is entered into as April 1, 2005 (Execution Date) by and between Collagenex Pharmaceuticals Corporation, a Delaware corporation with its principal place of business located at 41 University Drive, Newtown, Pa 18940 (“Customer”), and Cardinal Health* with its principal place of business located at 7000 Cardinal Place, Dublin, Ohio 43017 (“Service Supplier”).

Collagenex Pharmaceuticals Inc – Nonstatutory Stock Option Agreement with Robert A. Beardsley (March 10th, 2005)

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Collagenex Pharmaceuticals Inc – Sale of Assets Agreement dated November 3, 2004 by and among CollaGenex International Limited, Alliance Pharmaceuticals Limited and Alliance Pharma plc. (March 10th, 2005)

In this Agreement, general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

Collagenex Pharmaceuticals Inc – Contract (November 9th, 2004)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Collagenex Pharmaceuticals Inc – ASSET PURCHASE AND PRODUCT DEVELOPMENT AGREEMENT by and between COLLAGENEX PHARMACEUTICALS INC. and THOMAS SKOLD Dated as of August 19, 2004 (November 9th, 2004)

This ASSET PURCHASE AND PRODUCT DEVELOPMENT AGREEMENT (the “Agreement”), dated as of August 19, 2004 (the “Effective Date”), is made by and between CollaGenex Pharmaceuticals Inc., a Delaware corporation having its principal office at 41 University Drive, Newtown, Pennsylvania, United States of America 18940 (“CollaGenex”), and Thomas Skold, a citizen and resident of Sweden of Bjorno Gard, S-761 41 Norrtalje, Sweden (“Skold”). CollaGenex and Skold are each sometimes referred to individually as a “Party” and together as the “Parties.”

Collagenex Pharmaceuticals Inc – FOURTH LOAN MODIFICATION AGREEMENT (June 7th, 2004)

FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June 7, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank") and COLLAGENEX PHARMACEUTICALS, INC., a Delaware corporation with its chief executive office located at 41 University Drive, Newtown, Pennsylvania 18940 ("Borrower"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of March 19, 20

Collagenex Pharmaceuticals Inc – LICENSE AND SUPPLY AGREEMENT (April 8th, 2004)

Exhibit 10.1 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AND SUPPLY AGREEMENT among COLLAGENEX PHARMACEUTICALS, INC., and MUTUAL PHARMACEUTICAL COMPANY, INC. and UNITED RESEARCH LABORATORIES APRIL 8, 2004 COLLAGENEX-MUTUAL License & Supply Agmt i LICENSE AND SUPPLY AGREEMENT Table of Contents ARTICLE I - DEFINITIONS................................................ 2 ARTICLE II - INTELLECTUAL PROPERTY GRANTS......