Underwriting AgreementUnderwriting Agreement • January 27th, 2017 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Braeburn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENT (For Directors)Indemnification Agreement • January 18th, 2017 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Braeburn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE KEYSTONE TECH 7 DURHAM KTP TECH 7, LLC a Delaware limited liability company as Landlord, and BRAEBURN PHARMACEUTICALS, INC. a Delaware corporation, as Tenant.Lease • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between Durham KTP Tech 7, LLC, a Delaware limited liability company (“Landlord”), and Braeburn Pharmaceuticals, Inc., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”) is made as of September 1, 2016 (the “Effective Date”) between Braeburn Pharmaceuticals, Inc. (the “Company”), and Behshad Sheldon (the “Executive”). Except with respect to the Equity Documents (defined below), this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Employment Agreement dated October 14, 2014 provided to the Executive by the Company (the “Superseded Employment Agreements”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 27th, 2017 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 26, 2017, by and between Braeburn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Apple Tree Partners IV, L.P., a Cayman Islands exempted limited partnership (“Purchaser”).
ASSET PURCHASE AND SALE AGREEMENT by and betweenPurchase Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 4, 2014, by and between Endo Pharmaceuticals Solutions Inc., a company duly incorporated under the laws of Delaware (“Seller”), and Braeburn Pharmaceuticals BVBA SPRL, a private limited liability company existing under the laws of Belgium (“Buyer”). Hereinafter, “Parties” shall mean Seller and Buyer together, and “Party” shall mean either Seller or Buyer, as the context requires.
LICENSE AGREEMENT by and between TITAN PHARMACEUTICALS, INC. and BRAEBURN PHARMACEUTICALS SPRL dated December 14, 2012License Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made as of December 14, 2012 (the “Effective Date”), by and between TITAN PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080-1921, United States (“Titan”), and BRAEBURN PHARMACEUTICALS SPRL, a limited liability company organized and existing under the laws of Belgium and having its principal office at Jipfa Building, 3rd Floor, 142 Main Street, Tortola, British Virgin Islands (“Braeburn”).
PRODUCT PURCHASE AND PHARMACY SERVICES AGREEMENTProduct Purchase and Pharmacy Services Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS PRODUCT PURCHASE AND PHARMACY SERVICES AGREEMENT (this “Agreement”) between BRAEBURN PHARMACEUTICALS, INC., located at 47 Hulfish St., #441, Princeton, NJ 08542 (“Manufacturer”), and AVELLA OF DEER VALLEY, INC., located at 1606 W Whispering Wind Drive, Second Floor, Phoenix, AZ 85085, (together with its Approved Facilities “Pharmacy”), is effective as of September 1, 2016 (the “Effective Date”). Manufacturer and Pharmacy may be referred to individually in this Agreement as “Party” or collectively “Parties”.
DISTRIBUTION AND SUBLICENSE AGREEMENTDistribution and Sublicense Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DISTRIBUTION AND SUBLICENSE AGREEMENT (this “Agreement”), dated as of February 1, 2016 (the “Effective Date”), by and between BRAEBURN PHARMACEUTICALS, INC., a corporation formed under the laws of Delaware (“Braeburn”), and KNIGHT THERAPEUTICS INC., a corporation incorporated under the laws of Canada (“Knight”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), effective as of October 31 2014, is made and entered into by and between Braeburn Pharmaceuticals BVBA SPRL, a private limited liability company existing under the laws of Belgium (“Braeburn”), and FX Therapeutics, Inc., a Delaware corporation (“FX”). Braeburn and FX are sometimes referred to herein as a “Party” or collectively as the “Parties.”
SUPPLY AGREEMENT (LZ#49700)Supply Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
LICENSE AGREEMENT BY AND BETWEEN CAMURUS AB AND BRAEBURN PHARMACEUTICALS BVBA SPRL NOVEMBER 14, 2014License Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • England
This License Agreement is made as of the 14th day of November, 2014 (the “Effective Date”) between Camurus AB, a limited liability company organized and existing under the laws of Sweden and having its principal place of business at Ideon Science Park, Sölvegatan 41, SE-223 70 Lund, Sweden (“Camurus”) and Braeburn Pharmaceuticals BVBA SPRL, a private limited company organized and existing under the laws of Belgium and having its principal place of business at Louizalaan 209 A, 1050 Brussels, Belgium (“Braeburn”) (each a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2016 (the “Effective Date”) between Braeburn Pharmaceuticals, Inc. (the “Employer” or “Company”), and Dr. Frank E. Young (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
EMPLOYMENT AGREEMENT dated as of April 17, 2014 between Braeburn Pharmaceuticals, Inc. (the “Employer” or “Company”), and Behshad Sheldon (the “Employee”).
AMENDMENT I TO LICENSE AGREEMENTLicense Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations
This first amendment (this “Amendment”) is entered into and effective on October 1, 2016 (the “Amendment Effective Date”), by and between Camurus AB, a limited liability company organized and existing under the laws of Sweden and having its principal place of business at Ideon Science Park, Sölvegatan 41, SE 223 70 Lund, Sweden (“Camurus”) and Braeburn Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 47 Hulfish Street, Suite 441, Princeton, NJ 08542 (“Braeburn”) (each a “Party” and collectively, the “Parties”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of December 15, 2015, by and between Braeburn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Apple Tree Partners IV, L.P., a Cayman Islands exempted limited partnership (the “Investor”).
Short-Term Lease AgreementShort Term Lease Agreement • December 30th, 2016 • Braeburn Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SHORT TERM LEASE AGREEMENT (“Lease Agreement”) is made this 26 day of April, 2016, by and between DURHAM KTP TECH 7, LLC, a Delaware limited liability company, whose address is c/o Longfellow Real Estate Partners, 260 Franklin Street, Suite 1520, Boston, MA 02141, Attention: Asset Management (“Landlord”), and BRAEBURN PHARMACEUTICALS, INC., a Delaware corporation, whose address is 47 Hulfish Street, Suite 441, Princeton, NJ 08542 (“Tenant”).
