NUPATHE INC. (a Delaware corporation) [_____] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2010 • Nupathe Inc. • Pharmaceutical preparations • New York
NuPathe Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and Lazard Capital Markets LLC (“LCM”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann and LCM are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”) set forth in Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [_____] additional shares of Common Stock to cover overallotments, if any. The aforesaid [_____] shares of Common
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 2nd, 2011 • Nupathe Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2011, by and between NuPathe Inc., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2011 • Nupathe Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2011, by and between NUPATHE INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2012 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 25, 2012, by and among NuPathe Inc., a Delaware corporation with headquarters located at 227 Washington Street, Suite 200, Conshohocken, Pennsylvania 19428 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2012 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2012 (the “Effective Date”), by and between NuPathe Inc. (the “Employer”), a Delaware corporation, and Terri B. Sebree (the “Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 29th, 2012 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 26, 2012 (the “Effective Date”) among HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), as collateral agent (“Agent”) and as a Lender, the Lenders listed on Schedule 1.1 hereof and otherwise party hereto from time to time (each a “Lender” and collectively, the “Lenders”), and NUPATHE INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractNupathe Inc. • June 15th, 2010 • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
NUPATHE INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANTNonqualified Stock Option Grant • November 12th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of _______ __, 2010 (the “Date of Grant”), is delivered by NuPathe Inc. (the “Company”) to ________________ (the “Grantee”).
NUPATHE INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION GRANTIncentive Stock Option Grant • November 12th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
This INCENTIVE STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of , 2010 (the “Date of Grant”), is delivered by NuPathe Inc. (the “Company”) to (the “Grantee”).
ContractNupathe Inc. • August 2nd, 2011 • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2011 • Nupathe Inc. • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 13, 2010 (the “Effective Date”) among MIDCAP FUNDING III, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as collateral agent (“Agent”) and as a Lender, SILICON VALLEY BANK, a California corporation and with a loan production office located at 100 Matsonford Road, Building 5, Suite 555, Radnor, Pennsylvania 19087 (“SVB”), as a Lender, the Lenders listed on Schedule 1.1 hereof and otherwise party hereto from time to time (each a “Lender” and collectively, the “Lenders”), and NUPATHE INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG TEVA PHARMACEUTICAL INDUSTRIES LTD., TRAIN MERGER SUB, INC. AND NUPATHE INC. DATED AS OF JANUARY 17, 2014Agreement and Plan of Merger • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2014, is by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Parent”), Train Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and NuPathe Inc., a Delaware corporation (the “Company”).
NUPATHE INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK GRANTRestricted Stock Grant • November 12th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is delivered by NuPathe Inc. (the “Company”), to (the “Grantee”).
NUPATHE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 5th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 8, 2008, by and among NuPathe Inc., a Delaware corporation (the “Company”), those persons identified on Exhibit A hereto (the “Existing Holders”), and the investors identified on Exhibit B hereto (the “Investors,” and together with the Existing Holders and such other parties who may become parties hereto pursuant to the terms hereof, the “Parties” and individually, each a “Party”).
FORM OF CONTINGENT CASH CONSIDERATION AGREEMENT by and between TRAIN MERGER SUB, INC., AMERICAN STOCK TRANSFER & TRUST COMPANY as Paying Agent, and, Solely for the Purposes of Section 16, TEVA PHARMACEUTICAL INDUSTRIES LTD. Dated as of [ ], 2014Contingent Cash Consideration Agreement • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT CASH CONSIDERATION AGREEMENT (this “Agreement”), dated as of [ ], 2014, is entered into by and between Train Merger Sub, Inc., a Delaware corporation (the “Company”) and wholly-owned, indirect subsidiary of the Guarantor (as defined below), American Stock Transfer & Trust Company, LLC, as Paying Agent (the “Paying Agent”), and, solely for the purposes of Section 16, Teva Pharmaceutical Industries Ltd., an Israeli corporation (the “Guarantor”).
ContractNupathe Inc. • August 2nd, 2011 • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractNupathe Inc. • November 29th, 2012 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 17, 2014, AS AMENDED FROM TIME TO TIME, BETWEEN LENDER (AS DEFINED BELOW) AND...Nupathe Inc. • January 21st, 2014 • Pharmaceutical preparations • Delaware
FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of TEVA PHARMACEUTICALS USA, INC. (the “Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000), plus interest on the aggregate unpaid principal amount hereof, in the manner and upon the terms and conditions set forth below.
EQUIPMENT FUNDING AGREEMENTEquipment Funding Agreement • July 27th, 2010 • Nupathe Inc. • Pharmaceutical preparations • New Jersey
This EQUIPMENT FUNDING AGREEMENT (this “Agreement”), is entered into as of 1 day of June, 2010 (“Effective Date”) by and between NuPathe Inc., a Delaware corporation with its principal place of business at 227 Washington Street, Suite 200, Conshohocken, PA 19428 USA (“NuPathe”) and
FEASIBILITY EVALUATION AGREEMENT (WITH OPTION TO LICENSE) BETWEEN BROOKWOOD PHARMACEUTICALS, INC. AND NUPATHE INC. DATE: March 19, 2007Feasibility Evaluation Agreement • July 27th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS FEASIBILITY EVALUATION (“AGREEMENT”) is made and entered into on March 19, 2007, by and between BROOKWOOD PHARMACEUTICALS, INC., having an address at 756 Tom Martin Drive, Birmingham, Alabama, 35211, United States of America (hereinafter “BROOKWOOD”), and NUPATHE INC., having an address at 375 East Elm Street, Suite 110, Conshohocken, Pennsylvania 19428 (hereinafter “CLIENT”).
LICENSE AGREEMENTLicense Agreement • July 27th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”), effective as of September 23, 2009 (the “Effective Date”), is entered into between SURMODICS PHARMACEUTICALS, INC., a Delaware corporation (“SMP”), having a place of business at 750 Lakeshore Parkway, Birmingham, Alabama 35211, U.S.A., and NUPATHE, INC., a Delaware corporation (“NUPATHE”), having a place of business at 227 Washington Street, Suite 200, Conshohocken, Pennsylvania 19428, U.S.A. with respect to the following facts:
FORM OF DIRECTOR INDEMNIFICATION AGREEMENT NUPATHE INC.Director Indemnification Agreement • July 9th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and among NuPathe Inc., a Delaware corporation (the “Company”), and the Director of the Company who is a signatory hereto (the “Indemnitee”).
INTERIM SUPPLY AGREEMENTInterim Supply Agreement • November 14th, 2013 • Nupathe Inc. • Pharmaceutical preparations • New Jersey
This Interim Supply Agreement (this “Agreement”) is entered into as of 9th day of October, 2013 (the “Effective Date”) by and among NuPathe, Inc., a Delaware corporation (“NuPathe”), LTS Lohmann Therapy Systems, Corp., a Delaware corporation (“LTS”) and LTS Lohmann Therapie-Systeme AG, a company organized under the laws of Germany (“LTS AG”).
Development and License Agreement Between NuPathe Inc. and LTS Lohmann Therapie-Systeme AGDevelopment and License Agreement • July 27th, 2010 • Nupathe Inc. • Pharmaceutical preparations
** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
FOURTH AMENDMENT TO OFFICE SPACE LEASEOffice Space Lease • May 14th, 2013 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
THIS FOURTH AMENDMENT TO OFFICE SPACE LEASE (this “Fourth Amendment”) is made as of the 10th day of May, 2013, (“Effective Date”) by and between WASHINGTON STREET ASSOCIATES II, L.P., a Pennsylvania limited partnership (“Landlord”) whose address is 2701 Renaissance Boulevard, 4th Floor, King of Prussia, PA 19406 and NUPATHE INC., a Delaware corporation whose address is 227 Washington Street, Conshohocken, PA 19428 (“Tenant”).
FIRST AMENDMENT TO OFFICE SPACE LEASEOffice Space Lease • March 18th, 2011 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
This First Amendment to Office Space Lease (this “Amendment”) is made and entered into this 1st day of November, 2010, by and between WASHINGTON STREET ASSOCIATES II, L.P., a Pennsylvania limited partnership having an office at 2701 Renaissance Boulevard, Fourth Floor, King of Prussia, PA 19406 (“Landlord”), and NUPATHE INC., a Delaware corporation having an office at 227 Washington Street, Suite 200, Conshohocken, PA 19428 (“Tenant”).
Indemnification AgreementsAgreements • June 15th, 2010 • Nupathe Inc. • Pharmaceutical preparations
The following current directors of NuPathe Inc. are each a party to an Indemnification Agreement with NuPathe Inc. consistent in all material respects with the Form of Indemnification Agreement which is filed as Exhibit 10.17 to Amendment No. 1 to NuPathe Inc.’s Registration Statement on Form S-1 filed June 15, 2010.
University of Pennsylvania Patent License AgreementPatent License Agreement • June 15th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and NuPathe Inc., a corporation organized and existing under the laws of Delaware, (“Company”). This Agreement is being signed on June 21, 2006 (the “Execution Date”). This Agreement will become effective on July 1, 2006 (the “Effective Date”).
ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN NUPATHE INC., AND TRAVANTI PHARMA INC.Asset Purchase and License Agreement • June 15th, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
Asset Purchase and License Agreement (this “Agreement”), dated as of July 8, 2008, by and between Travanti Pharma Inc., a Minnesota corporation with a principal place of business at 2520 Pilot Knob Road, Suite 100, Mendota Heights, MN 55120 (“Travanti”), and NuPathe Inc., a Delaware corporation with a principal place of business at 227 Washington Street, Suite 200, Conshohocken, PA 19428 (“NuPathe”).
SECOND AMENDMENT TO OFFICE SPACE LEASEOffice Space Lease • February 5th, 2013 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
THIS SECOND AMENDMENT TO OFFICE SPACE LEASE (this “Second Amendment”) is made as of the 31st day of January, 2013, (“Effective Date”) by and between WASHINGTON STREET ASSOCIATES II, L.P., a Pennsylvania limited partnership (“Landlord”) whose address is 2701 Renaissance Boulevard, 4th Floor, King of Prussia, PA 19406 and NUPATHE, INC., a Delaware corporation whose address is 227 Washington Street, Conshohocken, PA 19428 (“Tenant”).
AMENDMENT NO. 1 To Amended and Restated Employment Agreement of Gerald W. McLaughlinEmployment Agreement • August 9th, 2013 • Nupathe Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (this “Amendment No. 1”) is made and entered into as of August 8, 2013, by and between NuPathe Inc. (the “Employer”), a Delaware corporation, and Gerald W. McLaughlin (the “Employee”).
Director Indemnification AgreementsNupathe Inc. • August 2nd, 2011 • Pharmaceutical preparations
The following current directors of NuPathe Inc. are each a party to a Director Indemnification Agreement with NuPathe Inc. Such Director Indemnification Agreements are consistent in all material respects with the Form of Director Indemnification Agreement which is filed as Exhibit 10.20 to Amendment No. 2 to NuPathe Inc.’s Registration Statement on Form S-1 (File No. 333-166825) filed on July 9, 2010.
SEVERANCE AGREEMENT AND RELEASE OF CLAIMSSeverance Agreement and Release of Claims • July 30th, 2012 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT (this ‘Agreement”) is being entered into between and among NuPathe Inc. on behalf of and for the benefit of itself, its shareholders, officers, directors, employees, agents, successors and assigns (hereinafter collectively referred to as “Employer” or the “Company”) and Jane H. Hollingsworth, on behalf of and for the benefit of herself, her heirs, assigns and representatives (hereinafter referred to as “Employee”) to resolve all differences and conclude their relationship (collectively “the parties”).
Development and License Agreement Between NuPathe Inc. and LTS Lohmann Therapie-Systeme AGDevelopment and License Agreement • June 15th, 2010 • Nupathe Inc. • Pharmaceutical preparations
THIS AGREEMENT, effective as of September 14, 2007 (“Effective Date”) by and among LTS Lohmann Therapie-Systeme AG, a company organized under the laws of Germany having a principal place of business at Lohmannstraße 2, 56626 Andernach, Federal Republic of Germany (“LTS”);
CONSULTANT AGREEMENTConsultant Agreement • July 30th, 2012 • Nupathe Inc. • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT (this “Agreement”) is entered into as of this day of July, 2012 (the “Effective Date”), by and between Jane H. Hollingsworth, with offices located at 1249 Hazelwood Drive, Fort Washington, PA 19034 (“Consultant”), and NuPathe Inc., with an office located at 227 Washington Street, Suite 200, Conshohocken, PA 19428 (“NuPathe”).
