UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2023 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of January 3, 2017 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement January 3, 2017 DEPOSIT AGREEMENTDeposit Agreement • January 4th, 2017 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of January 3, 2017 among AVADEL PHARMACEUTICALS PLC, a company incorporated under the laws of the Republic of Ireland (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FLAMEL TECHNOLOGIES S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of June 6, 1996 Amended and Restated as of August 10, 2001Deposit Agreement • September 30th, 2003 • Flamel Technologies Sa • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of June 6, 1996, as amended and restated as of August 10, 2001, among FLAMEL TECHNOLOGIES S.A., a société anonyme incorporated under the laws of The Republic of France (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and holders from time to time of American Depositary Receipts issued hereunder.
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • February 5th, 2020 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
Avadel Pharmaceuticals plc, an Irish incorporated public limited company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), American Depositary Shares (the “ADSs”), each representing one ordinary share of the Company, nominal value $0.01 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2020 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 25, 2020, by and among Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
Flamel Technologies, S.A. 10,800,000 American Depositary Shares Each Representing One Ordinary Share, Nominal Value €0.12196 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2014 • Flamel Technologies Sa • Pharmaceutical preparations • New York
The Offered ADSs will be delivered by the Depositary (as defined below), against deposit of the underlying Ordinary Shares, pursuant to the Deposit Agreement dated as of June 6, 1996, amended and restated as of August 10, 2001 and further amended and restated as of February 28, 2014 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the owners and holders from time to time of the ADSs issued thereunder.
Exhibit A to Deposit AgreementDeposit Agreement • September 30th, 2003 • Flamel Technologies Sa • Pharmaceutical preparations
The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that _________________________________________, or registered assigns IS THE OWNER OF _______________________________________________________
ACTIVE/107588993.4 IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date and year first above written. THE COMPANY AVADEL MANAGEMENT CORPORATION By: ____________________________________ Name: Gregory J. Divis...Employment Agreement • May 10th, 2021 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Missouri
AVADEL FINANCE CAYMAN LIMITED, as Notes Issuer AND AVADEL PHARMACEUTICALS PLC, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 4, 2022 4.50% Exchangeable Senior Notes due 2023Indenture • April 5th, 2022 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
INDENTURE dated as of April 4, 2022 among AVADEL FINANCE CAYMAN LIMITED, a Cayman Islands exempted company limited by shares, as issuer (the “Company,” as more fully set forth in Section 1.01), AVADEL PHARMACEUTICALS PLC, a public limited company incorporated under the laws of the Republic of Ireland, as guarantor (“Avadel,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CONFIDENTIAL TREATMENT REQUESTED THE PORTIONS OF THIS AGREEMENT MARKED WITH ASTERISKS WITHIN BRACKETS (“[***]”) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406. A COMPLETE...License and Development Agreement • April 30th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
This LICENSE AND DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of February 16, 2018 (the “Effective Date”) by and between Cerecor, Inc., a Delaware corporation having an address at 400 East Pratt Street, Suite 606, Baltimore, MD 21202 (“Cerecor”), and Flamel Ireland Limited, operating under the trade name of Avadel Ireland, an Irish limited company having an address at Block 10-1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15 Ireland (“Avadel”). Avadel and Cerecor may be referred to herein individually as a “Party” or collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2012 • Flamel Technologies Sa • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2012 by and among Flamel Technologies, S.A., a société anonyme under the laws of the Republic of France (the “Company”), and Éclat Holdings, LLC (the “Buyer”).
FACILITY AGREEMENTFacility Agreement • April 30th, 2013 • Flamel Technologies Sa • Pharmaceutical preparations • New York
FACILITY AGREEMENT (this “Agreement”), dated as of December 31, 2012, between Flamel US Holdings Inc., a Delaware Corporation (the “Borrower”), and the lenders set forth on Schedule 1 attached hereto (the “Lenders” and, together with the Borrower, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2016 • Flamel Technologies Sa • Pharmaceutical preparations • Missouri
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 24th of May, 2016, (the "Effective Date" ), by and among Michael S. Anderson ("Executive"), a citizen of the United States currently residing at 1847 Oxborough Ct., Chesterfield, MO 63017; FLAMEL TECHNOLOGIES SA, a French Societe Anonyme with a principal office located at 33, avenue du Dr. Georges Levy, Parc Club du Moulin à Vent, 69200 Venissieux, France ("Flamel"); and ECLAT PHARMACEUTICALS, LLC, a Delaware limited liability company and affiliate of the Company with a principal office located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, MO 63005 ("Eclat") together with Flamel (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2017 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Missouri
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 4th of January, 2017, (the “Effective Date” ), by and among Gregory J. Divis (“Executive”), a citizen of the United States currently residing at 1146 Greystone Manor Parkway, Chesterfield, MO 63005; AVADEL PHARMACEUTICALS PLC with a principal office located at Block 10-1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15 Ireland (“Avadel”); and Avadel Management Corporation, a Delaware corporation and affiliate of the Company with a principal office located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, MO 63005 (“Avadel Mgt.”) together with Avadel (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION....License Agreement • November 14th, 2014 • Flamel Technologies Sa • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the "Agreement"), dated as of the 24th day of November, 2004 (the "Effective Date"), is made by and between SB Pharmco Puerto Rico, Inc., a GlaxoSmithKline company organized and existing under the laws of the territory of Puerto Rico, with its principal place of business at Road 172, KM 9.1/Bo. Certenejas, Cidra, Puerto Rico 00639 ("GSK") and Flamel Technologies, S.A., a corporation organized and existing under the laws of France, with its principal place of business at Parc Club du Moulin a Vent, 33 Avenue du Docteur Georges Levy 69693 Venissieux Cedex, France, ("Flamel"). GSK and Flamel are sometimes collectively referred to in this Agreement as the "Parties" and separately as a "Party".
CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION....License Agreement • November 14th, 2014 • Flamel Technologies Sa • Pharmaceutical preparations • New York
This License Agreement (the "Agreement"), dated March 26, 2003 is made by and between SB Pharmco Puerto Rico, Inc., a GlaxoSmithKline company organized and existing under the laws of the territory of Puerto Rico, with its principal place of business at Road 172, KM 9.1/Bo. Certenejas, Cidra, Puerto Rico 00639 (hereinafter, "GSK") and Flamel Technologies, S.A., a corporation organized and existing under the laws of France, with its principal place of business at Parc Club du Moulin a Vent, 33 Avenue du Docteur Georges Levy 69693 Venissieux Cedex, France, (hereinafter, "Flamel") (each a "Party" and collectively, the "Parties").
GUARANTYGuaranty • March 28th, 2017 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
GUARANTY, dated as of January 1, 2017, made by Avadel Pharmaceuticals plc, a public limited company organized under the laws of Ireland (“Guarantor”), in favor of the Holder (as defined below).
ContractAvadel Pharmaceuticals PLC • January 6th, 2017 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
AVADEL PHARMACEUTICALS LIMITED The Acquiring Company FLAMEL TECHNOLOGIES S.A. The Acquired Company COMMON DRAFT TERMS OF CROSS-BORDER MERGER Dated 29 June 2016 COMMON DRAFT TERMS OF CROSS-BORDER MERGER Dated 29 June 2016 ENTERED INTO BETWEENCommon Draft Terms • July 1st, 2016 • Flamel Technologies Sa • Pharmaceutical preparations
AVADEL PHARMACEUTICALS LIMITED, a private company limited by shares incorporated under and governed by the laws of Ireland with issued share capital of EUR 100, comprising 100 ordinary shares of EUR 1.00 each and registered office located at Block 10-1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15, Ireland and registered under number 572535 in the Companies Registration Office,
AVADEL FINANCE CAYMAN LIMITED, as Notes Issuer AND AVADEL PHARMACEUTICALS PLC, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 3, 2023 6.00% Exchangeable Senior Notes due 2027Indenture • April 5th, 2023 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
INDENTURE dated as of April 3, 2023 among AVADEL FINANCE CAYMAN LIMITED, a Cayman Islands exempted company limited by shares, as issuer (the “Company,” as more fully set forth in Section 1.01), AVADEL PHARMACEUTICALS PLC, a public limited company incorporated under the laws of the Republic of Ireland, as guarantor (“Avadel,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.Confidential Treatment • November 14th, 2014 • Flamel Technologies Sa • Pharmaceutical preparations • New York
This Supply Agreement for Commercial Supply (the “Agreement”) is made and entered into this 30 day of September 2011 (the “Signing Date”), to be effective January 1, 2011 (the “Effective Date”), by and between SmithKline Beecham (Cork) Limited, a company organized under the laws of the country of Ireland with a place of business at Curraghbinny, Carrigaline, Country Cork, Ireland, on behalf of itself and its Affiliates (“GSK”), and Flamel Technologies S.A., a corporation organized and existing under the laws of France, with its principal place of business at Parc Club du Moulin a Vent, 33 Avenue du Docteur Georges Levy 69693 Venissleux Cedex, France (“Flamel”) (each a “Party” and collectively, the “Parties”).
CONFIDENTIAL TREATMENT REQUESTED [***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.Security Agreement • April 30th, 2013 • Flamel Technologies Sa • Pharmaceutical preparations • New York
This Security Agreement (this “Agreement”), dated as of February 4, 2013, is entered into between Eclat Pharmaceuticals LLC (“Eclat”) in favor of the parties and in the capacities identified on the signature page of this Agreement as a secured party (together, the “Secured Party”).
EXECUTION COPY EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (this "Agreement") is dated as of September 30, 2015 (the "Effective Date"), and is by and between ELAN PHARMA INTERNATIONAL LIMITED, a company organized under the laws of the...Execution Copy Exclusive License Agreement • March 9th, 2021 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED THE PORTIONS OF THIS AGREEMENT MARKED WITH ASTERISKS WITHIN BRACKETS (“[***]”) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406. A COMPLETE...Confidential Treatment Requested • March 16th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
GUARANTEE, dated as of February 16, 2018 (this “Guarantee”), made by Avadel US Holdings, Inc. and Avadel Pharmaceuticals plc (the “Guarantors”), in favor of Deerfield CSF, LLC, Peter Steelman and James Flynn (each, a “Guaranteed Party” and collectively, the “Guaranteed Parties”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Asset Purchase Agreement • July 2nd, 2020 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2020, is made by and among Exela Sterile Medicines LLC, a Delaware limited liability company (“Purchaser”), Avadel Legacy Pharmaceuticals, LLC, a Delaware limited liability company (“Seller”), solely for purposes of Section 3.06, Section 7.16 and Section 10.03 (as well as any provision of Article XI and Article XII as it relates to any such Section or Article or as expressly set forth therein), Exela Holdings, Inc., a Delaware corporation (“Purchaser Parent”), and, solely for purposes of Section 7.16 and Section 10.04 (as well as any provision of Article XI and Article XII as it relates to any such Section or Article or as expressly set forth therein), Avadel US Holdings, Inc., a Delaware corporation (“Seller Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI. In this Agreement, Seller, Seller Parent, Purchaser and Purchaser Parent are individually referred to
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2017 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Missouri
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 15th of October, 2015, with the employment to which it pertains beginning on 20th of October, 2014 (the “Effective Date” ), by and among David Monteith (“Employee”), residing at 14 Pleasant View Manor Road, Pittstown, NJ 08867; FLAMEL TECHNOLOGIES SA, a French Societe Anonyme with a principal office located at 33, avenue du Dr. Georges Levy, Parc Club du Moulin a Vent, 69200 Venissieux, France (“Flamel”); and ECLAT PHARMACEUTICALS, LLC, a Delaware limited liability company and affiliate of the Company with a principal office located at 702 Spirit 40 Park Drive, Suite 10 8, Chesterfield, MO 63005 (“Eclat”) together with Flamel (the “Company”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among FSC HOLDING COMPANY, LLC, a Delaware limited liability company, FSC THERAPEUTICS, LLC, a Delaware limited liability company, FSC LABORATORIES, INC. a Delaware corporation, Peter Steelman, JAMES...Membership Interest Purchase Agreement • March 15th, 2016 • Flamel Technologies Sa • Pharmaceutical preparations • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2016, by and among JAMES FLYNN, PETER STEELMAN, Deerfield CSF, LLC, a Delaware limited liability company (collectively, the “Sellers”), FSC HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company”), FSC THERAPEUTICS, LLC, a Delaware limited liability company (“FSC Therapeutics”), FSC LABORATORIES, INC., a Delaware corporation (“FSC Labs”), on the one hand and Flamel Technologies SA, a société anonyme organized under the laws of the Republic of France (“Flamel SA”), solely for purposes of Section 1.7, and FLAMEL US HOLDINGS, INC., a Delaware corporation (the “Buyer”), on the other hand. Certain capitalized terms used in this Agreement are defined in Exhibit A.
AVADEL SPECIALTY PHARMACEUTICALS, LLC Binding Agreement on the Terms and Conditions for $2,700,000 Unsecured Debtor-In-Possession Credit FacilityBinding Agreement • February 14th, 2019 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
Upon the full execution of this agreement, the terms and conditions set forth herein and any related exhibits, schedules and/or annexes (this “Agreement”) shall become binding upon Avadel US Holdings, Inc., a Delaware corporation (the “Lender”), and Avadel Specialty Pharmaceuticals, LLC, a Delaware limited liability company (the “Debtor” or the “Borrower”), subject to Bankruptcy Court (as defined below) approval and certain other terms and conditions, as expressly set forth below. This Agreement reflects the terms for an unsecured debtor-in-possession credit facility to be provided by Lender for Borrower in its bankruptcy case to be filed under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Case”).
FACILITY AGREEMENTFacility Agreement • April 30th, 2014 • Flamel Technologies Sa • Pharmaceutical preparations • New York
FACILITY AGREEMENT (this “Agreement”), dated as of December 3, 2013, by and among Flamel US Holdings, Inc., a Delaware corporation (“Flamel US Holdings”), Éclat Pharmaceuticals, LLC, a Delaware limited liability company (“Éclat”), Talec Pharma, LLC, a Delaware limited liability company, and Flamel Technologies, Inc., a Virginia corporation (each a “Borrower” and collectively, the “Borrowers”), and Broadfin Healthcare Master Fund, Ltd. (the “Lender” and, together with the Borrowers, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 2015 • Flamel Technologies Sa • Pharmaceutical preparations
Schedule 1.1 2 (h) List of assets, properties or rights used and/or operated by the Seller located on the Pessac Facility but not primarily dedicated to the Pessac Business
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN...Supply Agreement • February 29th, 2024 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Commercial Supply Agreement is made as of this 29th day of March 2018 (the “Effective Date”), by and between Flamel Ireland Limited (DBA Avadel Ireland), a corporation organized under the laws of Ireland, with a place of business at Block 10 – 1 Blanchardstown Corporate Park, Ballycoolin, Dublin 15 Ireland (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
AVADEL PHARMACEUTICALS PLCDeposit Agreement • February 16th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
The Company and its subsidiary Avadel Finance Cayman Limited (“Avadel Finance”) have entered into a purchase agreement in connection with the purchase and sale, and initial resale in reliance on Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), of Avadel Finance’s 4.50% Exchangeable Senior Notes due 2023 (the “Notes”) in the aggregate principal amount of US$143,750,000 which will be guaranteed on a senior unsecured basis by the Company. The Notes will be exchangeable, at the option of the holder thereof (such holder, an “Exchanging Noteholder”), for (i) cash, (ii) ADSs (the “Exchange ADSs”) representing ordinary shares of the Company (“Exchange Shares”) that will be deposited for delivery of such Exchange ADSs, with each Exchange ADS representing one Exchange Share (subject to adjustment in accordance with the Deposit Agreement), or (iii) a combination of cash and Exchange ADSs, as provided in the Indenture, dated as of February 16, 2018 (the
Breaking Stick Holdings, LLC c/o Deerfield Management 37th Floor New York, NY 10017Letter Agreement • February 22nd, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
The parties to this letter agreement (this “Agreement”) are Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), and Breaking Stick Holdings, LLC (formerly known as Eclat Holdings, LLC), a Delaware limited liability company (the “Warrant Holder”).
CONFIDENTIAL TREATMENT REQUESTED THE PORTIONS OF THIS AGREEMENT MARKED WITH ASTERISKS WITHIN BRACKETS (“[***]”) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406. A COMPLETE...Asset Purchase Agreement • March 16th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) dated as of February 12, 2018 is entered into between Cerecor, Inc., a Delaware corporation (“Buyer”), Avadel Pharmaceuticals (USA), Inc., a Delaware corporation (“Pharma”), Avadel Pediatrics, Inc., a Delaware corporation (“Pediatrics”), FSC Therapeutics, LLC, a Delaware limited liability company (“Therapeutics”), Avadel US Holdings, Inc., a Delaware corporation (“US Holdings”), and Avadel Pharmaceuticals plc, an Irish corporation (“Parent”). Each of Pharma, Pediatrics, Therapeutics, US Holdings and Parent are individually referred to herein as a “Seller” and are collectively referred to as “Sellers”. Buyer and Sellers are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.
FLAMEL TECHNOLOGIES S.A. (a corporation (société anonyme) organized under the laws of the Republic of France) [3,800,000] Ordinary Shares in the form of American Depositary Shares SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • October 2nd, 2003 • Flamel Technologies Sa • Pharmaceutical preparations • New York
undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Ordinary Shares or ADSs or other securities, in cash or otherwise.
