EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 15, 2008 (the “Effective Date”) by and between Peplin, Inc. (the “Company”) and Thomas Wiggans (“Executive”).
MASTER SERVICES AGREEMENTMaster Clinical Services Agreement • October 17th, 2008 • Peplin Inc • Pharmaceutical preparations • New Jersey
THIS CLINICAL MASTER SERVICES AGREEMENT (the “Agreement”) is entered into as of the effective date, March 6, 2008 (“Effective Date”), by and between TKL Research, Inc., whose offices are located at 365 W. Passaic Street, Rochelle Park, NJ 07662 (together with its, agents and/or affiliates, “TKL”), and Peplin Operations Pty Ltd. located at Level 2, 1 Breakfast Creek Rd, Newstead, Queensland 4006, Australia (“Sponsor”).
AGREEMENT AND PLAN OF MERGER among: LEO Pharma A/S, Plant Acquisition Sub, Inc., a Delaware corporation; and Peplin, Inc. a Delaware corporationAgreement and Plan of Merger • September 2nd, 2009 • Peplin Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 2, 2009, by and among LEO Pharma A/S (“Parent”), Plant Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Peplin, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CLINICAL SERVICES MASTER AGREEMENTChange • October 17th, 2008 • Peplin Inc • Pharmaceutical preparations • Queensland
THIS CLINICAL SERVICES MASTER AGREEMENT (this “Master Agreement”) is entered into as of this 1st day of June, 2005, by and between Peplin Operations Pty Ltd ACN 093 317 367 (“Sponsor”) of Level 2, 1 Breakfast Creek Road, Newstead in the state of Queensland, Australia and Omnicare CR, Inc., (“Omnicare CR”) a Delaware corporation.
DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT DPT LABORATORIES, LTD. AND PEPLIN, INC.Development and Clinical Supply Agreement • October 17th, 2008 • Peplin Inc • Pharmaceutical preparations • New Jersey
This Development And Manufacturing Agreement (this “Agreement”), effective as of this October 23, 2007 (the “Effective Date”), is made by and between Peplin, Inc., a Delaware corporation with its principal place of business at 6475 Christie Avenue, Emeryville, California 94608 (“COMPANY”), and DPT Laboratories, Ltd., a Texas Limited Partnership with its principal place of business at 307 E. Josephine, San Antonio, Texas 78215 (“DPT”).
FORM OF WARRANTPeplin Inc • October 27th, 2008 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES, OR TO, OR FOR, THE ACCOUNT OF, OR BENEFIT OF, A U.S. PERSON, OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) OTHER THAN (1) IN ACCORDANCE WITH REGULATION S, (2) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF HOLDER’S COUNSEL TO THE COMPANY, OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IF AVAILABLE.
DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT DPT Laboratories, Ltd. And Peplin, Inc.Development and Clinical Supply Agreement • December 28th, 2007 • Peplin Inc • Pharmaceutical preparations • New Jersey
This Development And Manufacturing Agreement (this “Agreement”), effective as of this October 23, 2007 (the “Effective Date”), is made by and between Peplin, Inc., a Delaware corporation with its principal place of business at 6475 Christie Avenue, Emeryville, California 94608 (“COMPANY”), and DPT Laboratories, Ltd., a Texas Limited Partnership with its principal place of business at 307 E. Josephine, San Antonio, Texas 78215 (“DPT”).
LOAN AGREEMENTLoan Agreement • February 14th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT, dated as of 28 December, 2007 (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”), GECC, in its capacity as security trustee for Lenders (as defined below), together with its successors and assigns in such capacity, “Security Trustee”), GECC and the other financial institutions who are listed in Part 2 of Schedule A to this Agreement or hereafter become parties to this Agreement as lenders (collectively the “Lenders”, and each individually, a “Lender”), PEPLIN LIMITED (ACN 090 819 275), a corporation registered in Queensland, Australia, (“Borrower”), PEPLIN, INC. (“Parent”) and the other entities listed in Part 1 of Schedule A to this Agreement and the other entities or persons, if any, who hereafter become parties to this Agreement as guaranto
LOAN AGREEMENTLoan Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT, dated as of 28 December, 2007 (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”), GECC , in its capacity as security trustee for Lenders (as defined below), together with its successors and assigns in such capacity, “Security Trustee”), GECC and the other financial institutions who are listed in Part 2 of Schedule A to this Agreement or hereafter become parties to this Agreement as lenders (collectively the “Lenders”, and each individually, a “Lender”), PEPLIN LIMITED (ACN 090 819 275), a corporation registered in Queensland, Australia, (“Borrower”), PEPLIN, INC. (“Parent”) and the other entities listed in Part 1 of Schedule A to this Agreement and the other entities or persons, if any, who hereafter become parties to this Agreement as guarant
R&D Start Program Grant Agreement Particular ConditionsPeplin Inc • August 9th, 2007
WARRANT TO PURCHASE [NUMBER OF WARRANT SHARES] SHARES OF COMMON STOCKPeplin Inc • September 12th, 2008 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [WARRANT HOLDER], or permitted assigns (“Holder”) is entitled to subscribe for and purchase from Peplin, Inc., a Delaware corporation (the “Company”), [NUMBER OF WARRANT SHARES] ([NUMBER]) shares (as such number may be adjusted as provided herein) of fully paid and nonassessable common stock, par value $0.001 per share (the “Common Stock”), of the Company at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant.
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JUNE 9, 2008 AMONG PEPLIN, INC., a Delaware corporation, WEST ACQUISITIONS CORP., a Delaware corporation, NEOSIL, INC., a Delaware corporation, AND NICOLAS J. SIMON, III, as Company Stockholder...Agreement and Plan of Reorganization • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 9, 2008 (this “Agreement”), by and among PEPLIN, INC., a Delaware corporation (“Parent”), WEST ACQUISITIONS CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), NEOSIL, INC., a Delaware corporation (the “Company”) and Nicholas J. Simon, III, as the Company Stockholders’ representative (the “Company Stockholder Representative”).
Voting AgreementVoting Agreement • September 2nd, 2009 • Peplin Inc • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of September 2, 2009, by and between LEO Pharma A/S (“Acquiror”), and the undersigned stockholder (“Stockholder”) of Peplin, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
August 8, 2007 Peplin Limited [SUBSCRIBER] Subscription AgreementPeplin Inc • September 28th, 2007 • Pharmaceutical preparations
A The Company is seeking to raise an aggregate amount of approximately A$20 million by way of a placement to institutional investors.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2007 (the “Effective Date”) by and between Peplin, Inc., a Delaware corporation (the “Company”), and , who serves as a director and/or officer of the Company (the “Indemnitee”).
R&D Start Program Grant Agreement Particular ConditionsPeplin Inc • September 12th, 2008 • Pharmaceutical preparations
Execution Copy Peplin Limited Peplin, Inc. Restructure Implementation AgreementPeplin Inc • September 12th, 2008 • Pharmaceutical preparations • New South Wales
Peplin, Inc a company incorporated in Delaware, United States of America of 6475 Christie Avenue, Emeryville, CA 94608, United States of America (Peplin)
PHARMACEUTICALS PARTNERSHIPS PROGRAM p3 FUNDING AGREEMENT GENERAL CONDITIONSFunding Agreement • August 9th, 2007 • Peplin Inc • Australian Capital Territory
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • September 28th, 2007 • Peplin Inc • Pharmaceutical preparations • California
This Termination and Settlement Agreement is entered into this 7th day of October, 2004 (“Effective Date”) between Allergan Sales, LLC (“Allergan”) and Peplin Operations Pty Ltd. (“Peplin”) and their guarantors, Allergan, Inc., and Peplin Ltd. (formerly, Peplin Biotech Ltd.) (hereinafter referred to as “Agreement”).
August 8, 2007 Peplin Limited [SUBSCRIBER] Subscription AgreementPeplin Inc • November 9th, 2007 • Pharmaceutical preparations • New South Wales
A The Company is seeking to raise an aggregate amount of approximately A$20 million by way of a placement to institutional investors.
SEPARATION AGREEMENTSeparation Agreement • October 17th, 2008 • Peplin Inc • Pharmaceutical preparations • California
This Separation Agreement (“Agreement”), dated as of September 2, 2008 (the “Effective Date”), is made by and among Peplin, Inc. (the “Company” or “Peplin”) and Philip Moody (“Executive”) (collectively the “Parties” or, individually, a “Party”).
STOCK SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENTStock Subscription and Registration Rights Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
This STOCK SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2008, is made by and among Peplin, Inc., a Delaware corporation, with headquarters located at 6475 Christie Avenue, Emeryville, California 94608 (the “Company”), and the several investors listed on Exhibit A hereto (each an “Investor,” and collectively, the “Investors”).
Contents page iPeplin Inc • September 28th, 2007 • Pharmaceutical preparations • New South Wales
Peplin, Inc a company incorporated in Delaware, United States of America of 6475 Christie Avenue, Emeryville, CA 94608, United States of America (Peplin)
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2007 • Peplin Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2007 (the “Effective Date”) by and between Peplin, Inc., a Delaware corporation (the “Company”), and , who serves as a director and/or officer of the Company (the “Indemnitee”).
WARRANT TO PURCHASE [NUMBER OF WARRANT SHARES] SHARES OF COMMON STOCKPeplin Inc • February 14th, 2008 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [WARRANT HOLDER], or permitted assigns (“Holder”) is entitled to subscribe for and purchase from Peplin, Inc., a Delaware corporation (the “Company”), [NUMBER OF WARRANT SHARES] ([NUMBER]) shares (as such number may be adjusted as provided herein) of fully paid and nonassessable common stock, par value $0.001 per share (the “Common Stock”), of the Company at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2008, is made by and among Peplin, Inc., a Delaware corporation, with headquarters located at 6475 Christie Avenue, Emeryville, California 94608 (the “Company”), and the several investors listed on Schedule I hereto (each an “Investor,” and collectively, the “Investors”).
CLINICAL SERVICES MASTER AGREEMENTClinical Services Master Agreement • November 9th, 2007 • Peplin Inc • Pharmaceutical preparations • Queensland
THIS CLINICAL SERVICES MASTER AGREEMENT (this “Master Agreement”) is entered into as of this 1st day of June, 2005, by and between Peplin Operations Pty Ltd ACN 093 317 367 (“Sponsor”) of Level 2, 1 Breakfast Creek Road, Newstead in the state of Queensland, Australia and Omnicare CR, Inc., (“Omnicare CR”) a Delaware corporation.
CLINICAL SERVICES MASTER AGREEMENTChange • December 28th, 2007 • Peplin Inc • Pharmaceutical preparations • Queensland
THIS CLINICAL SERVICES MASTER AGREEMENT (this “Master Agreement”) is entered into as of this 1st day of June, 2005, by and between Peplin Operations Pty Ltd ACN 093 317 367 (“Sponsor”) of Level 2, 1 Breakfast Creek Road, Newstead in the state of Queensland, Australia and Omnicare CR, Inc., (“Omnicare CR”) a Delaware corporation.
SEPARATION AGREEMENTSeparation Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • California
This Separation Agreement (“Agreement”), dated as of August 15, 2008 (the “Execution Date”), is made by and among Peplin, Inc. (the “Company” or “Peplin”) and Michael Aldridge (“Executive”) (collectively the “Parties” or, individually, a “Party”).
ContractSubordination Agreement • September 2nd, 2009 • Peplin Inc • Pharmaceutical preparations • California
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 2, 2009, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”) IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “SENIOR CREDITOR AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF PEPLIN LIMITED (ACN 090 819 275), PEPLIN, INC. AND THE GUARANTORS PARTY THERETO, TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT; AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE
GENERAL ELECTRIC CAPITAL CORPORATION GUARANTY, PLEDGE AND SECURITY AGREEMENT among PEPLIN, INC., PEPLIN OPERATIONS USA, INC. and Each Other Guarantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for Lenders Dated...Guaranty, Pledge and Security Agreement • February 14th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
GUARANTY, PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 28, 2007, by PEPLIN, INC. (“Peplin”), PEPLIN OPERATIONS USA, INC. (“Peplin Operations”) and each of the other entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 5.5 (collectively, the “Guarantors”), in favor of General Electric Capital Corporation (“GECC”), in its capacity as agent for Lenders (defined below) (together with its successors and permitted assigns, the “Agent”).
August 8, 2007 Peplin Limited [SUBSCRIBER] Subscription AgreementPeplin Inc • September 12th, 2008 • Pharmaceutical preparations • New South Wales
A The Company is seeking to raise an aggregate amount of approximately A$20 million by way of a placement to institutional investors.
FUNDING AGREEMENT GENERAL CONDITIONSFunding Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • Australian Capital Territory
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • California
This Termination and Settlement Agreement is entered into this 7th day of October, 2004 (“Effective Date”) between Allergan Sales, LLC (“Allergan”) and Peplin Operations Pty Ltd. (“Peplin”) and their guarantors, Allergan, Inc., and Peplin Ltd. (formerly, Peplin Biotech Ltd.) (hereinafter referred to as “Agreement”).
GENERAL ELECTRIC CAPITAL CORPORATION GUARANTY, PLEDGE AND SECURITY AGREEMENT among PEPLIN, INC., PEPLIN OPERATIONS USA, INC. and Each Other Guarantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for Lenders Dated...Guaranty, Pledge and Security Agreement • September 12th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
GUARANTY, PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 28, 2007, by PEPLIN, INC. (“Peplin”), PEPLIN OPERATIONS USA, INC. (“Peplin Operations”) and each of the other entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 5.5 (collectively, the “Guarantors”), in favor of General Electric Capital Corporation (“GECC”), in its capacity as agent for Lenders (defined below) (together with its successors and permitted assigns, the “Agent”).
