REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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”).
SERIES A/B] COMMON STOCK PURCHASE WARRANT TRIBUTE PHARMACEUTICALS CANADA INC.Aralez Pharmaceuticals Inc. • January 8th, 2016 • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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 • January 8th, 2016 • Aralez Pharmaceuticals 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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 • January 8th, 2016 • Aralez Pharmaceuticals 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 • January 8th, 2016 • Aralez Pharmaceuticals 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 • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWAN June 16, 2015Share Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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 are hereby acknowledged, the Parties hereby agree as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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:
Executed copyAsset Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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 • January 8th, 2016 • Aralez Pharmaceuticals 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.
AGENCY AGREEMENTAgency Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
The undersigned, Dundee Securities Ltd. (the “Lead Agent”), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (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 13,043,695 common shares of the Corporation (the “Offered Shares”) at a price of $0.92 per Offered Share (the “Offering Price”) for aggregate gross proceeds of up to $12,000,199.40. The offering of the Offered Shares by the Corporation is referred to in this Agreement as the “Offering”.
SUPPORT AGREEMENTSupport Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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;
SHARE PURCHASE AGREEMENT BETWEEN STELLAR PHARMACEUTICALS INC. and ELORA FINANCIAL MANAGEMENT INC. and MARY-ANN HARRIS and ROB HARRIS and SCOTT LANGILLEShare Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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 are hereby acknowledged, 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 • January 8th, 2016 • Aralez Pharmaceuticals 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”).
Executed copyLicense Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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.
CONSULTING AGREEMENTConsulting Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Company wishes to retain Arnold Tenney, through his consulting company LMT as an independent consultant (“Consultant”) to the Corporation effective January 1, 2015 (“Effective Date”) and pursuant to the terms set forth herein;
PROMISSORY NOTEAralez Pharmaceuticals Inc. • January 8th, 2016 • 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
ASSET PURCHASE AGREEMENT by and between Schering-Plough (Ireland) Company, Aralez Pharmaceuticals Trading DAC and Aralez Pharmaceuticals Inc.Asset Purchase Agreement • December 5th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of September 6, 2016 (the “Execution Date”), by and between Schering-Plough (Ireland) Company, an Irish private unlimited company (“Seller”), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (“Buyer”) and Aralez Pharmaceuticals Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent Guarantor”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT by and between AstraZeneca AB, Aralez Pharmaceuticals Trading DAC and Aralez Pharmaceuticals Inc. (solely for the purposes of Section 9.16 hereof)Asset Purchase Agreement • January 5th, 2017 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of October 3, 2016 (the “Execution Date”), by and between AstraZeneca AB, a Swedish corporation (“Seller”), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (“Buyer”) and, solely for the purposes of Section 9.16 hereof, Aralez Pharmaceuticals Inc., a corporation organized under the laws of British Columbia, Canada (“Guarantor”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals 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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2017 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 20, 2017, is entered into by and between POZEN Inc. (the “Company”), and Andrew Koven (the “Executive”).
ARALEZ PHARMACEUTICALS INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD AGREEMENTSNonqualified Stock Option Award Agreements • June 7th, 2017 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New Jersey
This Amendment (this “Amendment”) to (i) the Nonqualified Stock Option Award Agreement, dated as of June 16, 2016 (the “2016 Agreement”) and (ii) the Nonqualified Stock Option Award Agreement, dated as of May 11, 2017 (the “2017 Agreement” and together with the 2016 Agreement, the “Agreements”), by and between Aralez Pharmaceuticals Inc. Inc. (the “Company”) and Jason Aryeh (the “Participant”), is dated as of June 7, 2017.
ASSET PURCHASE AGREEMENT by and among POZEN Inc., Aralez Pharmaceuticals Trading DAC and Nuvo Pharmaceuticals (Ireland) LimitedAsset Purchase Agreement • September 19th, 2018 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of September 18, 2018 (the “Execution Date”), by and among POZEN Inc., a Delaware corporation (“Pozen”), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (“Aralez Ireland,” and together with Pozen, “Seller”) and Nuvo Pharmaceuticals (Ireland) Limited, an Irish corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
June 29, 2018 Aralez Pharmaceuticals Inc.Aralez Pharmaceuticals Inc. • June 29th, 2018 • Pharmaceutical preparations
AMENDMENT TO SECOND AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • October 7th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
AMENDMENT TO SECOND AMENDED AND RESTATED FACILITY AGREEMENT (this “Amendment”), dated as of October 3, 2016, by and among ARALEZ PHARMACEUTICALS, INC. (“Parent”), POZEN, INC., TRIBUTE PHARMACEUTICALS CANADA, INC. (“Credit Parties”), DEERFIELD PRIVATE DESIGN FUND III, L.P., DEERFIELD INTERNATIONAL MASTER FUND, L.P., and DEERFIELD PARTNERS, L.P. (collectively referred to as the “Lenders” and together with the Credit Parties, the “Parties”).
FORM OF GENERAL RELEASE OF ALL CLAIMSAralez Pharmaceuticals Inc. • March 14th, 2018 • Pharmaceutical preparations
THIS GENERAL RELEASE OF ALL CLAIMS (this “General Release”), dated as of November 30, 2017, is made by and between Scott J. Charles (the “Executive”) and POZEN, Inc. (together with its parent company, Aralez Pharmaceuticals Inc., and their respective successors and assigns, the “Company”).
SUPPLY AGREEMENT by and among AstraZeneca AB and Aralez Pharmaceuticals Trading DAC Dated October 31, 2016Supply Agreement • November 4th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
PROMISSORY NOTEAralez Pharmaceuticals Inc. • January 8th, 2016 • 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
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of August 10, 2018 among ARALEZ PHARMACEUTICALS US INC., POZEN INC., HALTON LABORATORIES LLC, ARALEZ PHARMACEUTICALS MANAGEMENT INC., ARALEZ PHARMACEUTICALS HOLDINGS LIMITED,...Possession Credit Agreement • August 14th, 2018 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of August 10, 2018 among ARALEZ PHARMACEUTICALS US INC., POZEN INC., HALTON LABORATORIES LLC, ARALEZ PHARMACEUTICALS MANAGEMENT INC., ARALEZ PHARMACEUTICALS HOLDINGS LIMITED, ARALEZ PHARMACEUTICALS TRADING DESIGNATED ACTIVITY COMPANY, ARALEZ PHARMACEUTICALS R&D INC. (each a “Borrower” and collectively, the “Borrowers”), the Lenders (defined herein) and DEERFIELD MANAGEMENT COMPANY, L.P., a Delaware limited partnership (together with its Affiliates, “Deerfield”), as Administrative Agent.
October 3, 2016 Aralez Pharmaceuticals Inc.Aralez Pharmaceuticals Inc. • October 7th, 2016 • Pharmaceutical preparations
LEASE AGREEMENT BETWEEN WITMAN PROPERTIES, L.L.C., a New Jersey limited liability company and ALEXANDER ROAD AT DAVANNE, L.L.C., a New Jersey limited liability company as Tenants in Common, AS LANDLORD -AND- ARALEZ PHARMACEUTICALS US INC., a Delaware...Lease Agreement • May 10th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New Jersey
THIS LEASE AGREEMENT (this “Lease”), dated as of April 18, 2016, is made by and between WITMAN PROPERTIES, L.L.C., a New Jersey limited liability company and ALEXANDER ROAD AT DAVANNE, L.L.C., a New Jersey limited liability company, as Tenants in Common, having offices at c/o Woodmont Properties, 100 Passaic Avenue, Suite 240, Fairfield, New Jersey 07004 (collectively, “Landlord”), and ARALEZ PHARMACEUTICALS US INC., a Delaware corporation having offices at 1414 Raleigh Road, Suite 400, Chapel Hill, North Carolina 27517 (“Tenant”). Landlord and Tenant may be referred to collectively in the Lease as the “Parties”, or each may be referred to singularly as a “Party”.
PROMISSORY NOTEAralez Pharmaceuticals Inc. • January 8th, 2016 • 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
