REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March ____, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES A/B] COMMON STOCK PURCHASE WARRANT TRIBUTE PHARMACEUTICALS CANADA INC.Tribute Pharmaceuticals Canada Inc. • March 14th, 2013 • Pharmaceutical preparations
THIS [SERIES A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 6:30 p.m. (New York time) on the _____ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 2nd, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
AGENCY AGREEMENTAgency Agreement • June 22nd, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
KES 7 Capital Inc. (the “Lead Agent”), Bloom Burton & Co. Ltd., Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Securities Inc. (collectively with the Lead Agent, the “Agents” and each individually an “Agent”) understand that Tribute Pharmaceuticals Canada Inc. (the “Corporation”) proposes to issue and sell up to $15,000,000 of 6%, secured and subordinated debentures of the Corporation (the “Debentures”) at a price of $1,000,000 per Debenture (the “Offering Price”) for aggregate gross proceeds of up to $15,000,000. The offering of the Debentures by the Corporation is referred to in this Agreement as the “Offering”. The terms and conditions of the Debentures will be outlined in a secured subordinated debenture agreement and a general security agreement (the “Debenture Documentation”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWANShare Purchase Agreement • August 25th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
SCHEDULE 1.1(W) EXCLUDED EMPLOYEES 43 SCHEDULE 1.1(PP) PERMITTED ENCUMBRANCES 44 SCHEDULE 1.1(RR) PRODUCTS 45 SCHEDULE 1.1(FFF) TERRITORIES 46 SCHEDULE 2.3(3) [**]1 47 SCHEDULE 2.3(4) [**]2 48 SCHEDULE 2.5 LISTED EMPLOYEES 49 SCHEDULE 3.1(18) REGULATORY AND CONTRACTUAL CONSENTS 50 SCHEDULE 3.1(23) CONSENTS NECESSARY TO CARRY ON LAWFUL OPERATIONS 51 SCHEDULE 3.1(29) LITIGATION 52 SCHEDULE 3.1(33) LIST OF MATERIAL CONTRACTS 53 SCHEDULE 3.1(34) INSURANCE 54 SCHEDULE 3.1(35) LIST OF BANK, TRUST AND OTHER ACCOUNTS AND POWERS OF ATTORNEY 55 SCHEDULE 3.1(37) LIST OF MAJOR CUSTOMERS, WHOLESALERS AND DISTRIBUTORS 56 SCHEDULE 3.1(38) SUMMARY OF CANADIAN FEDERAL AND PROVINCIAL INCOME TAX ASSESSMENTS 57 SCHEDULE 3.1(40) ENVIRONMENTAL MATTERS 58 SCHEDULE 3.1(40) LABOUR AND EMPLOYEE MATTERS 59 SCHEDULE 3.1(42) LIST OF PRODUCT WARRANTIES 60 SCHEDULE 3.1(43) INTELLECTUAL PROPERTY 61 SCHEDULE 3.1(44) REGULATORY APPROVALS 62 EXHIBIT A NON-COMPETITION AGREEMENT 63 EXHIBIT B PROMISSORY NOTE 64 EXHIBIT C T
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 3rd, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT by and among ARALEZ PHARMACEUTICALS INC., ARALEZ PHARMACEUTICALS PLC, TRIBUTE PHARMACEUTICALS CANADA INC., POZEN INC., QLT INC. and THE OTHER CO-INVESTORS IDENTIFIED ON SCHEDULE I HERETO Dated as of...Share Subscription Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT, dated as of December 7, 2015 (the “Agreement”), is by and among QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Purchaser”), Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute”), POZEN Inc., a corporation formed under the laws of the State of Delaware (“Pozen”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company named Aralez Pharmaceuticals plc) (the “Former Company”), Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”) and, other than Purchaser, the Persons identified on Schedule I hereto (each an “Investor” an
Executed copyAsset Purchase Agreement • December 9th, 2014 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
CREDIT AGREEMENT dated as of August 8, 2013 among TRIBUTE PHARMACEUTICALS CANADA INC. as Borrower, THE LENDERS PARTY HERETO, as Lenders, and SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole BookrunnerCredit Agreement • August 14th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
This Credit Agreement (“Agreement”) dated as of August 8, 2013, among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of Ontario, Canada (“Borrower”), the financial institutions party hereto from time to time (“Lenders”) and SWK Funding LLC (in its individual capacity, “SWK”), as Agent for all Lenders.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2015, by and among Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”), and those lenders set forth on Schedule 1 to the Amended Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).
GENERAL SECURITY AGREEMENTTribute Pharmaceuticals Canada Inc. • March 22nd, 2013 • Pharmaceutical preparations • Ontario
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 12th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
ASSET PURCHASE AGREEMENT by and between TRIBUTE PHARMACEUTICALS INTERNATIONAL INC. and MUTUAL PHARMACEUTICAL COMPANY, INC. and SUN PHARMACEUTICAL INDUSTRIES, INC. Dated: May 21, 2015Asset Purchase Agreement • December 2nd, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 21st of May, 2015 (the “Effective Date”), by and between Tribute Pharmaceuticals International Inc., a Barbados corporation (“TRIBUTE”), Mutual Pharmaceutical Company, Inc., a Delaware corporation (“MUTUAL”) and Sun Pharmaceutical Industries, Inc., a Michigan corporation (“SUN”). (TRIBUTE and MUTUAL are individually referred to herein as a “Party,” and collectively referred to herein as the “Parties”).
AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AMONG TRIBUTE PHARMACEUTICALS CANADA INC., AGUONO LIMITED, TRAFWELL LIMITED, ARLZ US ACQUISITION CORP., ARLZ CA ACQUISITION CORP., AND POZEN INC. June 8, 2015Agreement and Plan of Merger and Arrangement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of June 8, 2015 among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario (“Tribute”), Aguono Limited, a private limited company incorporated in Ireland with registered number 561617 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (“Parent”), Trafwell Limited, a private limited company incorporated in Ireland with registered number 561618 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (“Ltd2”), ARLZ US Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned indirect subsidiary of Parent (“US Merger Sub”), ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario and a wholly-owned indirect subsidiary of Parent (“Can Merger Sub”) and POZEN Inc., a corporation incorporated under the laws of the State of Delaware (“Pozen”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND ARRANGEMENTAgreement and Plan Of • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger and Arrangement is made as of December 7, 2015, by and among Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company) (“Former Parent”), Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“New Parent”), Aralez Pharmaceuticals Holdings Limited, a private limited company formed under the laws of Ireland (formerly known as Trafwell Limited, a private limited company formed under the laws of Ireland) (“Holdings”), ARLZ US Acquisition II Corp., a corporation formed under the laws of the State of Delaware (
CANADIAN COLLATERAL PLEDGE AGREEMENTCanadian Collateral Pledge Agreement • March 22nd, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
This Canadian Collateral Pledge Agreement (“Agreement”), dated as of May 11, 2012, is made by STELLAR PHARMACEUTICALS INC., a corporation formed under the laws of the Province of Ontario(the “Pledgor”) in favor of MIDCAP FUNDING III, LLC, a Delaware limited liability company, as agent under the Loan Agreement referenced below (“Secured Party”).
LICENSE AGREEMENT between NOVARTIS AG NOVARTIS PHARMA AG NOVARTIS PHARMACEUTICALS CANADA INC. and TRIBUTE PHARMACEUTICALS CANADA INC.License Agreement • October 8th, 2014 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
FACILITY AGREEMENTFacility Agreement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
FACILITY AGREEMENT (this “Agreement”), dated as of June 8, 2015, between Borrower (hereinafter defined), POZEN Inc., a Delaware corporation (“Pozen”), Tribute Pharmaceuticals Canada Inc., an Ontario corporation (“Tribute”, and together with Borrower, Parent (hereinafter defined), to the extent that Irish Finco (hereinafter defined) is substituted for Parent as the Borrower and Pozen, each a “Credit Party” and collectively, the “Credit Parties”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Borrower, the “Parties”).
AMENDING AGREEMENTAmending Agreement • July 13th, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations
SECOND AMENDED AND RESTATED FACILITY AGREEMENTRegistration Rights Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This SECOND AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”), dated as of December 7, 2015, by and among Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Parent”), POZEN Inc., a corporation formed under the laws of the State of Delaware (“Pozen”), Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute” and collectively with Parent and Pozen, each a “Credit Party” and collectively, the “Credit Parties”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Credit Parties, the “Parties”).
PROMISSORY NOTETribute Pharmaceuticals Canada Inc. • February 11th, 2014 • Pharmaceutical preparations
FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this “Note”), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., a Delaware corporation (“Borrower”), having an address at 15770 Dallas Parkway, Suite 1290, Dallas, TX 75248, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as agent, sole lead arranger and bookrunner (in such capacity, “Agent” and together with all subsequent holders of this Note being hereinafter referred to collectively, as “Holder”), for the benefit of Lenders (as defined below), having an address at 15770 North Dallas Parkway, Suite 1290, Dallas, Texas 75248, or at such other place as Holder hereof may designate in writing, the principal sum of up to TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), pursuant to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders party thereto fro
STELLAR PHARMACEUTICALS INC. SUBSCRIPTION AGREEMENT FOR UNITS (CANADIAN SUBSCRIBERS)Subscription Agreement • November 8th, 2010 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations • Ontario
The undersigned (the "Subscriber") hereby irrevocably subscribes for and offers to purchase from Stellar Pharmaceuticals Inc. (the "Corporation") that number of Units (as hereinafter defined) specified below at a price of U.S.$1.00 per Unit. The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Units" and acknowledges that the Corporation and its counsel, are relying upon the representations, warranties and covenants of the Subscriber set forth therein and in the schedules thereto. The purchase and sale of the Units hereunder forms part of a larger offering of up to U.S.$1,000,000 of Units (the "Offering") (exclusive of any proceeds from the exercise of Warrants (as defined below)).
CONFIDENTIAL SUPPLY AGREEMENT Dated December 13, 2006Supply Agreement • December 22nd, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT is dated and made effective as of December 12th, 2006, (the "Effective Date") by and between STELLAR PHARMACEUTICALS INC., a corporation organized under the laws of the Province of Ontario, and having a principal place of business at 544 Egerton Street, London Ontario Canada N5W 3Z8 ("Stellar"), and WATSON PHARMA, INC, a corporation organized under the laws of the State of Delaware, United States of America, with its corporate headquarters located at 360 Mount Kemble Avenue, Morristown, New Jersey United States of America 07962-1953 ("Watson") (each individually a "Party" and collectively the "Parties").
AMENDING AGREEMENTAmending Agreement • July 13th, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations
Addendum to Agreement between Colorado Biolabs, Inc. and Medical Futures Inc. Dated November 19th, 2014Addendum to Agreement • August 14th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
This ADDENDUM is attached to and forms part of the original Distribution Agreement dated December 1st, 2006 between Colorado Biolabs Inc. (CBL) and Medical Futures Inc.MFI). To the extent that any of the terms or conditions contained in this ADDENDUM may contradict or conflict with any of the terms or conditions of the original Agreement, it is expressly understood and agreed that the terms of this ADDENDUM shall take precedence and supersede the original Distribution Agreement dated December 1st, 2006.
SUPPORT AGREEMENTSupport Agreement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of (i) that number of issued and outstanding Tribute Shares (as defined herein), (ii) that number of Tribute Options (as defined herein) and (iii) that number of Tribute Warrants (as defined herein), in each case as set forth opposite its name on Schedule A hereto;
DISTRIBUTION AGREEMENTDistribution Agreement • August 14th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations
In consideration of the promises and actions of the parties that are expressed in this Agreement, the parties agree as follows:
CONTRACT SERVICES AGREEMENTContract Services Agreement • July 13th, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations • Ontario
THIS CONTRACT SERVICES AGREEMENT (the "Agreement") is entered into this 10th day of October, 2003 (the "Effective Date") by and between Stellar International, Inc. (hereinafter “Stellar”) an Ontario Corporation with offices at 82 Wellington Rd. S., Suite 201, N6B 2K3, Canada and Dalton Chemical Laboratories, Inc. (hereinafter “Dalton”) an Ontario Corporation with offices at 349 Wildcat Rd., Toronto, Ontario, M3J 2S3, Canada.
CONTRACT SERVICES AGREEMENTContract Services Agreement • July 13th, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations • Ontario
THIS CONTRACT SERVICES AGREEMENT (the "Agreement") is entered into this 20th day of April, 2004 (the "Effective Date") by and between Stellar International, Inc. (hereinafter “Stellar”) an Ontario Corporation with offices at 82 Wellington Rd. S., Suite 201, N6B 2K3, Canada and Dalton Chemical Laboratories, Inc. (hereinafter “Dalton”) an Ontario Corporation with offices at 349 Wildcat Rd., Toronto, Ontario, M3J 2S3, Canada.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 22nd, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement is entered into as of the 11th day of May, 2012 by and between MIDCAP FUNDING III, LLC, a Delaware limited liability company (“Agent”) and Stellar Pharmaceuticals Inc., Tribute Pharmaceuticals Canada Ltd. and Tribute Pharma Canada Inc. (collectively, the “Grantor”).
B E T W E E N :Executive Employment Agreement • February 11th, 2013 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
LICENCE AGREEMENTLicence Agreement • July 13th, 2006 • Stellar Pharmaceuticals Inc • Pharmaceutical preparations • England
WHEREAS Stellar has developed and owns methods and technical know-how relating to the manufacture and use of certain proprietary products, including Uracyst-S, a sterile 0.2% sodium chondroitin sulphate solution, Uracyst-S Concentrate Single Dose, a sterile 2.0% sodium chondroitin sulphate solution Uracyst-S Concentrate Multidose, a sterile 2.0% sodium chondroitin sulphate solution and the Uracyst-S Test Kit, comprising Uracyst-S and Solution K, a 3.0% potassium chloride solution for treatment of certain forms of Interstitial Cystitis and non-common cystitis;
