FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 24th, 2016 • Indivior PLC • Pharmaceutical preparations • New York
Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
DATED 1 DECEMBER 2014 RECKITT BENCKISER HEALTHCARE (UK) LIMITED and RB PHARMACEUTICALS LIMITED LEASE of land and buildings at Dansom Lane, Hull HU8 7DSIndivior PLC • May 23rd, 2023 • Pharmaceutical preparations • England and Wales
LR1. Date of lease : 1 December 2014 LR2. Title number(s) : LR2.1 Landlord’s title number(s)HS304843, HS286962, HS321544 LR2.2 Other title numbersHS210510, HS341298, HS189949 LR3. Parties to this Lease : LandlordRECKITT BENCKISER HEALTHCARE (UK) LIMITED (registered in England number 00261312) whose registered office is at 103-105 Bath Road, Slough, Berkshire SL1 3UH TenantRB PHARMACEUTICALS LIMITED (registered in England number 07183451) whose registered office is at 103-105 Bath Road, Slough, Berkshire SL1 3UH Other partiesNone LR4. Property : The land and buildings at Dansom Lane, Hull HU8 7DS as registered at the Land Registry under title numbers HS304843, HS286962 and HS321544 shown edged red on the Plan.In the case of a conflict between this clause and the remainder of this Lease then, for the purposes of registration, this clause shall prevail. LR5. Prescribed statements etc. : None LR6. Term for which the Property is leased : The Term is as follows.150 years commencing on and in
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND INDIVIOR INC.Corporate Integrity Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
COMMERCIAL EXPLOITATION AGREEMENTCommercial Exploitation Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
WHEREAS, RB wishes to engage MSX to manufacture and supply the Products (as defined below) on the terms of this Agreement and MSX wishes to manufacture and supply the Products to RB on the terms of this Agreement.
CREDIT AGREEMENT Dated as of December 19, 2014 as amended as of March 16, 2015 as further amended as of December 18, 2017 as further amended as of June 30, 2021 and as further amended as of April 27, 2022 among INDIVIOR FINANCE S.À R.L., as a Term...Credit Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of December 19, 2014 and as amended as of March 16, 2015, as further amended as of December 18, 2017 and as further amended as of June 30, 2021 (this “Agreement”), by and among Indivior Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 21, rue de Fort Elisabeth, L-1463 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 191.812 (the “Lux Borrower”), Indivior SMTM LLC, a limited liability company organized under the laws of Delaware (the “US Co-Borrower”), RBP Global Holdings Limited, a limited company organized under the laws of England and Wales (the “Borrower Representative” or the “Revolver Borrower”, and together with the Term Borrowers (as defined below), the “Borrowers” and each a “Borrower”), the other Loan Parties from time to time party he
October 3, 2022Deposit Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Copacker Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
WHEREAS the Buyer wishes to engage the Supplier to manufacture and supply the Products (as defined below) on the terms of this Agreement and the Supplier wishes to manufacture and supply the Products to the Buyer on the terms of this Agreement.
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”), dated as of September 24, 2017, is by and between MonoSol Rx, LLC, a Delaware limited liability company (“MonoSol”); and Indivior Inc., a Delaware corporation, and Indivior UK Limited, a corporation organized under the laws of England and Wales, as successors in interest to Reckitt Benckiser Pharmaceuticals Inc. and RB Pharmaceuticals Limited, respectively (collectively, “Indivior”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 2, 2023, (this “Agreement”), is entered into by and between Indivior Inc., a Delaware corporation (“Parent”), and Computershare Inc. (“Computershare”) and its affiliate, Computershare Trust Company, N.A., together, as Rights Agent (in such capacity, the “Rights Agent”).
LICENSE AGREEMENT between OPIANT PHARMACEUTICALS, INC. and AEGIS THERAPEUTICS, LLC Effective Date January 1, 2017License Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (this “License Agreement”) effective as of January 1, 2017 (the “Effective Date”), and entered into by the Parties on June 22, 2017 (“Execution Date”) by and between AEGIS THERAPEUTICS, LLC, a California limited liability company (“AEGIS”), and OPIANT PHARMACEUTICALS, INC., a Delaware corporation (“OPIANT” and together with “AEGIS,” the “Parties”).
LICENSE AGREEMENT BETWEEN INDIVIOR UK LIMITED AND ADDEX PHARMA S.A.License Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • England and Wales
MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
THIS MASTER COLLABORATION AGREEMENT (the “Agreement”) is made between the parties listed below on the date of the last signature set out below (the “Effective Date”).
AMENDMENT NO. 4 TO THE PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This Amendment No. 4 (the “Fourth Amendment"), is entered into and effective as of the last signature date below (the "Effective Date"), between Sharp Corporation, a corporation organized and existing under the laws of Pennsylvania and having its principal office at 7451 Keebler Way, Allentown, Pennsylvania 18106 (“Provider”), and Indivior Inc., a Delaware corporation having its principal office at 10710 Midlothian Turnpike, Suite 125, North Chesterfield, 23235 (“Company”), pursuant to the Packaging and Supply Agreement dated September 15, 2009 (the “Agreement”), as amended, between Provider and Company, formerly known as, Reckitt Benckiser Pharmaceuticals Inc.
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Master Manufacturing Services Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...License Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • England and Wales
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows:
LICENSE AGREEMENTLicense Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • England and Wales
This License Agreement (this “Agreement”) is entered into as of this 3rd day of June 2021 (the “Effective Date”), by and between Indivior UK Limited, a company incorporated in England and Wales with a registered number of 07183451 and registered office at The Chapleo Building, Henry Boot Way, Priory Park, Hull, United Kingdom, HU4 7DY (“Indivior”), and Aelis Farma, a company organized under the laws of France with a registered number of 797 707 627 and registered office at 146 rue Léo Saignat Institut François Magendie, 33000 Bordeaux, France (“Aelis”). Indivior and Aelis may be referred to herein collectively as the “Parties” and individually as a “Party”.
SECOND AMENDMENT TO PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This SECOND AMENDMENT to PACKAGING AND SUPPLY AGREEMENT ("Second Amendment"), effective as of the date of last signature below (the "Amendment Effective Date"), is entered into between Indivior UK Limited (CO No. 7183451), a corporation organized and existing under the laws of England and Wales having its registered address at 103-105 Bath Road, Slough, Berkshire SL1 3UH, United Kingdom ("Manufacturer") and Sharp Corporation, a Pennsylvania corporation with a principal place of business at 7451 Keebler Way, Allentown, Pennsylvania 18106 ("Sharp") (collectively the “parties").
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Copacker Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This First Amendment to Copacker Supply Agreement (the "Amendment") is effective as of the date of last signature below (the "Amendment Effective Date") by and between
PACKAGING AND SUPPLY AGREEMENTPackaging and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This Packaging and Supply Agreement (the "Agreement") dated as of the date of last signature below (the "Effective Date"), is entered into by and between Sharp Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania having its principal office at 7451 Keebler Way, Allentown, Pennsylvania 18106 ("Sharp”) and lndivior UK Limited (CO No. 7183451), a corporation organized and existing under the laws of England and Wales having its registered address at 103-105 Bath Road, Slough, Berkshire SL1 3UH, United Kingdom ("Manufacturer").
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Indivior PLC • May 23rd, 2023 • Pharmaceutical preparations
Re: License Agreement by and among Indivior UK Limited ("Indivior UK") and Aelis Farma ("Aelis"), dated June 3, 2021 (the "License Agreement") and that certain Letter Agreement regarding an Irrevocable Subscription Agreement and Irrevocable Lock-Up Commitment, dated January 6, 2022 (the "Subscription Agreement").
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Risperidone Product Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This Product Agreement (this “Product Amendment”) is issued under the Master Manufacturing Services Agreement dated April 6, 2018 between Patheon Manufacturing Services LLC, and lndivior UK Limited (the “Master Agreement”), and is entered into on the date of last signature below (the “Effectlve Date”), between Patheon Manufacturing Services LLC, a limited liability company existing under the laws of the State of Delaware having a principal place of business at 5900 Martin Luther King Jr. Hwy, Greenville, NC 27834 ("Patheon") and lndivior UK Limited, incorporated and registered in England with company number 7183451 with its registered office at 103-105 Bath Road, Slough, Berkshire, SL1 3UH, United Kingdom ("lndivior").
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Expenditure and Equipment Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
Indivior UK Limited, incorporated and registered under the laws of England and Wales with company number 7183451, having its registered office at The Chapleo Building, Henry Boot Way, Priory Park, Hull HU4 7DY, United Kingdom (“Indivior”).
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Packaging and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This Amendment No. 3 (the “Amendment"), entered into and effective on January 1, 2021 (the "Amendment Effective Date"), to the Packaging and Supply Agreement, as amended, entered into by and between Sharp Corporation, a Pennsylvania corporation with principal place of business at 7451 Keebler Way, Allentown, Pennsylvania 18106 ("Sharp"), and Indivior UK Limited located at Chapleo Building, Henry Boot Way, Priory Park, Hull HU4 7BY, United Kingdom ("Manufacturer" or “Indivior”) on September 7, 2017 (the " Agreement").
AGREEMENT AND PLAN OF MERGER by and among INDIVIOR INC., OLIVE ACQUISITION SUBSIDIARY, INC. and OPIANT PHARMACEUTICALS, INC. dated as of November 13, 2022Agreement and Plan of Merger • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 13, 2022, is by and among INDIVIOR INC., a Delaware corporation (“Parent”), OLIVE ACQUISITION SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and OPIANT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DATED AUGUST 15, 2008 COMMERCIAL EXPLOITATION...Commercial Exploitation Agreement • August 1st, 2016 • Indivior PLC • Pharmaceutical preparations • Delaware
WHEREAS, RB wishes to engage MSX to manufacture and supply the Products (as defined below) on the terms of this Agreement and MSX wishes to manufacture and supply the Products to RB on the terms of this Agreement.
Indivior PLC Letter AgreementLetter Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...The Packaging and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
This Amendment ("First Amendment") dated as of the date of last signature below (the "Amendment Effective Date"), is entered into by and between Sharp Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania having its principal office at 7451 Keebler Way, Allentown, Pennsylvania 18106 ("Sharp") and Indivior UK Limited (CO No. 7183451), a corporation organized and existing under the laws of England and Wales having its registered address at 103-105 Bath Road, Slough, Berkshire SL1 3UH, United Kingdom ("Manufacturer") (collectively "the parties") in relation to the Packaging and Supply Agreement made between the parties which has an effective date of 23rd August 2017 (the "Supply Agreement").
SECOND AMENDED RELATIONSHIP AGREEMENTRelationship Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED...Master Development and Supply Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware
This MASTER DEVELOPMENT AND SUPPLY AGREEMENT ("Agreement") is made effective the first (1st) day of January 2022 ("Effective Date"), by and between Curia Massachusetts, Inc., formerly known as AMRI Burlington, Inc. ("Curia"), with a place of business at 99 South Bedford Street, Burlington, MA 01803 and Indivior UK Limited ("Indivior"), with its registered address at Chapleo Building, Henry Boot Way, Priory Park, Hull HU4 7BY, UK.
ContractAgreement • March 6th, 2024 • Indivior PLC • Pharmaceutical preparations • England
EXECUTION COPY -2- or to develop, manufacture, commercialize, use, import, offer to sell, or sell Licensed Products and expressly excluding the Conformetrix Technology. Section 1.5 “C4X Patents” means all patents controlled by C4X or its Affiliate(s)...- Asset Purchase Agreement • March 6th, 2024 • Indivior PLC • Pharmaceutical preparations
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 1st, 2016 • Indivior PLC • Pharmaceutical preparations
ContractMaster Development and Supply Agreement • March 6th, 2024 • Indivior PLC • Pharmaceutical preparations • Delaware
THE UNITED STATES DISTRICT COURTSettlement Agreement • March 6th, 2024 • Indivior PLC • Pharmaceutical preparations • Pennsylvania
THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made and entered into on October 22, 2023, by and between Indivior Inc., f/k/a Reckitt Benckiser
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Dated 17 November 2014 RECKITT BENCKISER GROUP PLC...Indivior PLC • August 1st, 2016 • Pharmaceutical preparations
