PACIRA BIOSCIENCES, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 10, 2020 0.750% Convertible Senior Notes due 2025Indenture • July 10th, 2020 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of July 10, 2020, between PACIRA BIOSCIENCES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT dated as of March 31, 2023 among PACIRA BIOSCIENCES, INC. as Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Bookrunner and Lead ArrangerCredit Agreement • April 3rd, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2023 among PACIRA BIOSCIENCES, INC., a Delaware corporation, the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1,600,000 Shares Pacira Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2014 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Pacira Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell 1,600,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 240,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
FLEXION THERAPEUTICS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 2, 2017Pacira BioSciences, Inc. • February 28th, 2022 • Pharmaceutical preparations • New York
PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 13 Section 2.02. Form of Notes 13 Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 14 Section 2.04. Execution, Authentication and Delivery of Notes 16 Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24 ARTICLE 3 SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge 25 ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest 25 Section 4.02. Maintenance of Office or Agency 25 Section 4.03. Appointments to Fill Vacan
ContractWarrant Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 3rd, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”), is entered into as of December 6, 2016 (the “Effective Date”), by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Anthony Molloy (the “Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of April 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”). PACIRA PHARMACEUTICALS INC., a California corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”: provided that, for clarity, the foregoing terms do not include any VC Guarantor, as defined below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 22nd, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of June 1, 2021, between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and Pacira BioSciences, Inc., a Delaware corporation (“Counterparty”).
AGREEMENT AND PLAN OF MERGER by and among: FLEXION THERAPEUTICS, INC., PACIRA BIOSCIENCES, INC., and OYSTER ACQUISITION COMPANY INC. Dated as of October 11, 2021Agreement and Plan of Merger • October 12th, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 11, 2021 (the “Agreement Date”), by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Flexion Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
TECHNICAL TRANSFER AND SERVICE AGREEMENTTechnical Transfer and Service Agreement • February 28th, 2022 • Pacira BioSciences, Inc. • Pharmaceutical preparations
This TECHNICAL TRANSFER AND SERVICE AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”), and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractPacira Pharmaceuticals, Inc. • August 9th, 2012 • Pharmaceutical preparations • New York
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.
PLEDGE AGREEMENTPledge Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This PLEDGE AGREEMENT, dated as of April 30, 2010 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among PACIRA PHARMACEUTICALS, INC., a California corporation (“Borrower”), PACIRA, INC., a Delaware corporation (“Parent”), and the other entities or persons identified on the signature pages of this Agreement (together with Borrower and Parent, collectively, “Pledgors”, and each, a “Pledgor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 12th, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is entered into as of October 11, 2021, by and among Pacira BioSciences, Inc., a Delaware corporation (“Parent”), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [●] (“Stockholder”).
PACIRA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement made and entered into this _______ day of _________, 20___ (the “Agreement”), by and between Pacira BioSciences, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and _________________ (the “Indemnitee”):
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Amendment No. 2 to Executive Employment Agreement (this “Amendment”), is entered into as of June 30, 2015, by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”) and David Stack (“Executive”).
GUARANTYGuaranty • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This GUARANTY (this “Guaranty”), dated as of April 30, 2010, by and between PACIRA, INC, a Delaware corporation (“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
BLUE ACQUISITION CORP. INVESTORS’ RIGHTS AGREEMENTRights Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 23, 2007, by and among Blue Acquisition Corp., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement referred to below) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
PACIRA BIOSCIENCES, INC. Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2014 Inducement PlanStock Option Agreement • February 29th, 2024 • Pacira BioSciences, Inc. • Pharmaceutical preparations
DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENTDistribution and Marketing Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the “Agreement”) is made on October 15, 2009 (the “Agreement Date”) and is effective as of the Effective Date (as defined below), between:
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SUPPLY AGREEMENT is entered into on October 15, 2009 (the “Agreement Date”) and is made effective as of the 10th day of August, 2007 (the “Effective Date”)
EXCLUSIVITY AGREEMENTExclusivity Agreement • October 22nd, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Exclusivity Agreement (this “Agreement”) is made as of September 25, 2021, between Pacira BioSciences, Inc. (“Pacira”) and Flexion Therapeutics, Inc. (the “Company”, and together with Pacira, the “Parties”).
ContractDistribution Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractDistribution Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractSupply Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
ContractStrategic Marketing Agreement • January 13th, 2011 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”), is entered into as of November 29, 2012 (the “Effective Date”), by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Kristen Williams (the “Employee”).
FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • February 28th, 2018 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE ("Fourth Amendment") is made and entered into as of the 28th day of December, 2017, by and between LASDK LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and PACIRA PHARMACEUTICALS, INC., a California corporation ("Tenant").
AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) Dated as of March 23, 2007 between SKYEPHARMA INC., as Grantor, and ROYALTY SECURITIZATION TRUST I, as PurchaserSecurity Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (SKPI) (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is dated as of March 23, 2007 and entered into between SKYEPHARMA INC., a California corporation (the “Grantor”) and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 21st, 2023 • Pacira BioSciences, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”), is entered into as of December 20, 2023, by and between Pacira Pharmaceuticals, Inc., a California corporation (the “Company”), and Frank Lee (the “Executive”) (collectively the “Parties”).
MANUFACTURING AND SUPPLY AGREEMENTAmendment Agreement • February 28th, 2022 • Pacira BioSciences, Inc. • Pharmaceutical preparations
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) dated as of July 31, 2015 (the “Effective Date”) is made by and between Flexion Therapeutics, Inc., a Delaware corporation having its principal place of business at 10 Mall Road, Suite 301, Burlington, Massachusetts, United States (“Flexion”) and Patheon UK Limited, a company incorporated in England and Wales having its principal place of business at Kingfisher Drive, Covingham, Swindon, SN35BZ, United Kingdom (“Patheon”). Flexion, and Patheon are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT Dated as of March 23, 2007 between SKYEPHARMA INC., as Seller, and ROYALTY SECURITIZATION TRUST I as PurchaserRoyalty Interests Assignment Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED ROYALTY INTERESTS ASSIGNMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 23, 2007 by and between SKYEPHARMA INC. (formerly known as Depotech Corporation), a California corporation (the “Seller”), and ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (the “Purchaser”).
AMENDMENT #5 TO SERVICES AGREEMENTServices Agreement • April 30th, 2015 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment #5 amends the Services Agreement dated October 28, 2010 by and among the Company, MPM and Consultant, as amended on December 8, 2011, November 29, 2012, September 11, 2013 and November 17, 2014 (the “Original Agreement”). If there is any conflict between the provisions of this Amendment and those in the Original Agreement, the provisions of this Amendment govern. Except as expressly stated in this Amendment, capitalized terms used and not defined herein have the same meanings defined in the Original Agreement. Except as expressly amended herein, all other terms and provision of the Original Agreement remain in full force and effect.
FOURTH AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 25th, 2016 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations
This fourth Amendment to the Consulting Agreement (this “Amendment”), is entered into as of November 27, 2015, by and among Pacira Pharmaceuticals, Inc., a California corporation (the “Company”) and Gary Pace (“Consultant”).
CO-DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN ENZON PHARMACEUTICALS, INC. AND JAGOTEC, AG, SKYEPHARMA, INC., AND SKYEPHARMA PLC DATED AS OF JANUARY 2, 2003Collaboration and License Agreement • December 3rd, 2010 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CO-DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT, dated as of January 2, 2003 (the “Effective Date”), is entered into by and among Enzon Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having offices located at 685 Route 202/206 Bridgewater, New Jersey 08807 (“Enzon”), and SkyePharma, Inc., a corporation organized and existing under the laws of the State of California and wholly-owned subsidiary of Parent, having offices located at 1450 Science Center Drive, San Diego, California 92121 (“Skye”), Jagotec, AG, a corporation organized and existing under the laws of Switzerland and wholly-owned subsidiary of Parent, having offices located at Eptingerstrasse 51, CH-4132 Muttenz, Switzerland (“Jagotec,” and together with Skye, “SkyePharma”), and solely with respect to Section 13.3, SkyePharma PLC, a corporation organized and existing under the laws of England and Wales, having offices located at 105 Piccadilly, London W1J 7NJ, England (“Parent”
SUPPLY AGREEMENTSupply Agreement • March 7th, 2013 • Pacira Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS SUPPLY AGREEMENT (this “Agreement”) is made effective as of December 5, 2012 (the “Effective Date”) by and between Pacira Pharmaceuticals, Inc., a California corporation with a principal place of business at 5 Sylvan Way, Parsippany, New Jersey 07054 (“Pacira”) and Aratana Therapeutics, Inc., a Delaware corporation with a place of business at 1901 Olathe Blvd, Kansas City, Kansas 66103 (“Aratana”). Pacira and Aratana are each hereafter referred to individually as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 1.
