Avadel Pharmaceuticals PLC Sample Contracts
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.
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 8th, 2024 • 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”), the Company’s ordinary shares, nominal value $0.01 per share (the “Ordinary Shares”), on the terms set forth in this agreement (this “Agreement”).
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.
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 _______________________________________________________
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.
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”).
AVADEL PHARMACEUTICALS PLCDeed of Indemnification • March 3rd, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
This Deed of Indemnification (“Deed”) is made as of __________________by and between Avadel Pharmaceuticals plc, a public limited company incorporated in Ireland (registered number 572535) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”) and [ ] (“Indemnitee”).
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”).
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....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 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...Membership Interest Purchase Agreement • April 30th, 2015 • Flamel Technologies Sa • Pharmaceutical preparations • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2012, by and among ÉCLAT HOLDINGS, LLC, a Delaware limited liability company (the “Seller”), ÉCLAT PHARMACEUTICALS, LLC, a Delaware limited liability company (the “Company”), FLAMEL US HOLDINGS, INC., a Delaware corporation (the “Buyer”) and FLAMEL TECHNOLOGIES SA, a société anonyme organized under the laws of the Republic of France (“Flamel”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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").
TRANSACTION AGREEMENT dated as of October 22, 2025 among Alkermes plc and Avadel Pharmaceuticals plcTransaction Agreement • October 22nd, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of October 21, 2025, is by and among Alkermes plc, an Irish public limited company with registered number 498284 having its registered office at Connaught House, 1 Burlington Road, Dublin 4, Ireland D04 C5Y6 (“Parent”) and Avadel Pharmaceuticals plc, an Irish public limited company with registered number 572535 having its registered office at 10 Earslfort Terrace, Dublin 2, Ireland (the “Company”).
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).
ContractWarrant Agreement • January 6th, 2017 • Avadel Pharmaceuticals PLC • 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.
AMENDMENT NO. 1 TO the TRANSACTIOn AGREEMENTTransaction Agreement • November 19th, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment No. 1, dated as of November 18, 2025 (this “Amendment”), to the TRANSACTION AGREEMENT (the “Agreement”), dated as of October 22, 2025, is entered into by and between Alkermes plc, an Irish public limited company with registered number 498284 having its registered office at Connaught House, 1 Burlington Road, Dublin 4, Ireland D04 C5Y6 (“Parent”), and Avadel Pharmaceuticals plc, an Irish public limited company with registered number 572535 having its registered office at 10 Earslfort Terrace, Dublin 2, Ireland (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • Missouri
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 1st day of May 2025 by and among Susan Rodriguez, currently residing at [***] (the “Executive”), and Avadel Management Corporation, a Delaware corporation with a principal office located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, Missouri 63005 (the “Company”). The Company is an indirect wholly owned subsidiary of Avadel Pharmaceuticals plc, an Irish public limited company with a principal office located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland (“Avadel plc”).
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 BETWEENCross-Border Merger Agreement • 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,
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.Supply Agreement • 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...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...Guarantee • 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.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 4th, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (the “Agreement”) is made and entered as of August 30, 2025 (the “Amended and Restated Agreement Effective Date”), by and between XWPharma Ltd, a Cayman Islands corporation with an operating address at 303 Twin Dolphin Dr., Suite 600, Redwood City, CA 94065 USA, (“Licensor”), and Flamel Ireland Ltd (dba “Avadel Ireland”), a company organized under the laws of Ireland (“Licensee”). Licensor and Licensee are each sometimes referred to herein as a “Party” or collectively as the “Parties.”
AVADEL SPECIALTY PHARMACEUTICALS, LLC Binding Agreement on the Terms and Conditions for $2,700,000 Unsecured Debtor-In-Possession Credit FacilityDebtor-in-Possession Credit Facility 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”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • March 3rd, 2025 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Fourth Amendment”) is made and entered into as of February 1, 2025 (“Effective Date”) by and between GROVE II LLC, a Missouri limited liability company (“Landlord”), and AVADEL MANAGEMENT, LLC, a Delaware limited liability company.