Baudax Bio, Inc. Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.
Baudax Bio, Inc. • May 18th, 2022 • Services-misc health & allied services, nec

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 17, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of May 17, 2022, by and between the Company and H.C. Wainwright & Co., LLC.

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SERIES D PREFUNDED COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.
Baudax Bio, Inc. • April 26th, 2023 • Services-misc health & allied services, nec • New York

THIS SERIES D PREFUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania 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).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 5th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2019 between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and [ ] (“Indemnitee”).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.
Common Stock Purchase Warrant • April 26th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania 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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of November 11, 2022.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2022, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Contract
Baudax Bio, Inc. • March 31st, 2023 • Services-misc health & allied services, nec • New York

THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

7,692,308 Shares Series A Warrants to Purchase 7,692,308 Shares Series B Warrants to Purchase 7,692,308 Shares BAUDAX BIO, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 24th, 2020 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities.

SERIES A-7 COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.
Baudax Bio, Inc. • August 21st, 2023 • Services-misc health & allied services, nec

THIS SERIES A-7 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 that Nasdaq Shareholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Exercise Price is reduced pursuant to Section 2(b) hereunder during the Measurement Period(s), the number of the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking int

AGREEMENT AND PLAN OF MERGER among: BAUDAX BIO, INC., BOUNCE MERGER SUB I, INC., BOUNCE MERGER SUB II, LLC, and TERAIMMUNE, INC. Dated as of June 29, 2023
Agreement and Plan of Merger • July 5th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 29, 2023, by and among Baudax Bio, Inc., a Pennsylvania corporation (“Parent”), Bounce Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Bounce Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and TeraImmune, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2021 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Baudax Bio, Inc. (the “Company”) and Richard Casten (the “Executive”), effective as of March 8, 2021 (the “Effective Date”), with a mutually agreed upon employment start date.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2023, is entered into by and between Baudax Bio, Inc., a company organized under the laws of the Commonwealth of Pennsylvania (the “Company”), and MAM Eagle Lender, LLC (the “Initial Holder”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 28th, 2021 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2021, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2020 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2020, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2020 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2020, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and the purchaser identified on the signature page hereto, including its successors and assigns (the “Purchaser”)

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 28th, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2022, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2021 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2021, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns a “Purchaser” and collectively, the “Purchasers”).

TAX MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019
Tax Matters Agreement • November 26th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 20, 2019 by and between Recro Pharma, Inc., a Pennsylvania corporation (“Recro”), and Baudax Bio, Inc.1, a Pennsylvania corporation (“Baudax”). Each of Recro and Baudax is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement entered into between the Parties as of the date hereof (the “Separation Agreement”).

PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENT
Assignment, Assumption and Bifurcation Agreement • November 26th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This PARTIAL ASSIGNMENT, ASSUMPTION AND BIFURCATION AGREEMENT (this “Agreement”) is made and entered into by and between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (“APIL”), Recro Gainesville LLC, a Massachusetts limited liability company with an address of 1300 Gould Drive, Gainesville, GA 30504 (“Recro Gainesville”), as successor in interest to Recro Technology LLC (f/k/a DV Technology LLC) and a wholly-owned subsidiary of Recro Pharma, Inc., a Pennsylvania corporation with an address of 490 Lapp Road, Malvern PA 19355 (“Recro Pharma”), and Baudax Bio, Inc., a Pennsylvania corporation, with an address of 490 Lapp Road, Malvern PA 19355 (“Baudax”).

EMPLOYEE MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019
Employee Matters Agreement • November 26th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 20, 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned subsidiary of Recro. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of November 20, 2019 (the “Separation Agreement”).

1,831,631 Shares Pre-Funded Warrants to Purchase 1,677,141 Shares Common Warrants to Purchase 3,508,772 Shares BAUDAX BIO, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 1st, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

Baudax Bio, Inc., a Pennsylvania corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC is acting as representative (the “Representative”), (i) an aggregate of 1,831,631 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), (ii) warrants, substantially in the form of Annex A hereto (the “Pre-Funded Warrants”), to purchase an aggregate of 1,677,141 shares of Common Stock with an exercise price equal to $0.01 per share (the “Pre-Funded Warrants”), and (iii) warrants, substantially in the form of Annex A hereto (the “Common Warrants”), to purchase an aggregate of 3,508,772 shares of Common Stock with an exercise price equal to $3.25 per share (the “Firm Warrants”). In addition, the Company has granted to the Underwriters an option to purchase (i) up to an additional 526,315 shares of Common Stock (the “Optional Shares”), and/or (ii) up to an addi

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec

This Second Amendment to Purchase and Sale Agreement (this “Amendment”), dated December 20, 2018 (the “Amendment Effective Date”) by and among Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), Daravita Limited, a private company limited by shares and incorporated in Ireland (“Daravita”), Alkermes US Holdings, Inc. (as successor in interest to Eagle Holdings USA, Inc.), a Delaware corporation (together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC (as successor to Recro Pharma LLC), a Massachusetts limited liability company and wholly-owned subsidiary of Recro (“Recro Gainesville” and, together with Recro, “Purchasers”), amends that certain Purchase and Sale Agreement, dated as of March 7, 2015 and amended on December 8, 2016, by and among Sellers, Daravita and Purchasers (as amended, the “Agreement”).

SECOND AMENDMENT TO ASSET TRANSFER AND LICENSE AGREEMENT
Asset Transfer and License Agreement • October 7th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This Second Amendment to Asset Transfer and License Agreement (this “Second Amendment”), dated December 20, 2018, entered into by and between Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), and Recro Gainesville LLC (as successor to DV Technology LLC), a Massachusetts limited liability company (“Recro” or “Purchaser”), amends that certain Asset Transfer and License Agreement, dated as of April 10, 2015 and amended on December 23, 2015, by and among the parties hereto (as so amended, the “Agreement”).

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EXCLUSIVE LICENSE AGREEMENT BETWEEN THE HENRY M. JACKSON FOUNDATION FOR THE ADVANCEMENT OF MILITARY MEDICINE, INC. AND TERAIMMUNE, INC.
Exclusive License Agreement • August 16th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Maryland

THIS EXCLUSIVE LICENSE AGREEMENT is entered into as of the date of the last signature on the signature page of this document (the “Effective Date”), by and between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., a tax-exempt corporation organized under the laws of the State of Maryland and having its principal offices at 6720A Rockledge Drive, Suite 100, Bethesda, Maryland 20817 (“HJF”) and TeraImmune, Inc., a corporation organized under the laws of Delaware and having its principal offices 704 Quince Orchard Rd, Ste 160, Gaithersburg, MD 20878 (“TeraImmune” or “Licensee”). HJF and Licensee sometimes are referred to collectively herein as the “Parties” or individually as a “Party.”

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec

This First Amendment (this “Amendment”) to the Purchase and Sale Agreement (the “Agreement”), dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Recro (as successor to Recro Pharma LLC, together with Recro, “Purchasers”), is dated December 8, 2016.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 26th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2023, between Baudax Bio, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

TRANSITION SERVICES AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019
Transition Services Agreement • November 26th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 20, 2019, is entered into by and between Recro Pharma, Inc., a Pennsylvania corporation (“Recro”), and Baudax Bio, Inc., a Pennsylvania corporation (“Baudax”). “Party” or “Parties” means Recro or Baudax, individually or collectively, as the case may be.

SEPARATION AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of November 20, 2019
Separation Agreement • November 26th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania

This SEPARATION AGREEMENT (this “Agreement”), dated as of November 20, 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned Subsidiary of Recro. “Party” or “Parties” means Recro or Baudax, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Article I.

AMENDMENT TO ASSET TRANSFER AND LICENSE AGREEMENT
Asset Transfer and License Agreement • October 7th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This AMENDMENT (the “Amendment”) is dated as of December 23, 2015 (the “Amendment Effective Date”) to the Asset Transfer and License Agreement (the “Agreement”) dated as of April 10, 2015 between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (“APIL”), and Recro Gainesville LLC, a Massachusetts limited liability company (successor to DV Technology LLC, “Purchaser,” and Purchaser shall include, after the Amendment Effective Date, any entity possessing the obligations of Purchaser set forth in the Agreement). Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ASSET TRANSFER AND LICENSE AGREEMENT
Transfer and License Agreement • October 7th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This ASSET TRANSFER AND LICENSE AGREEMENT (the “Agreement”) is dated as of April 10, 2015 (the “Effective Date”) between Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Connaught House, 1 Burlington Road, Dublin 4, Ireland (“APIL”), and DV Technology LLC, a Delaware limited liability company whose registered address is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA (“Purchaser,” and Purchaser shall include, after the Effective Date, any entity possessing the obligations of Purchaser set forth in this Agreement).

BAUDAX BIO, INC. $25,000,000 cOMMON sTOCK SALES AGREEMENT
Baudax Bio, Inc. • February 13th, 2020 • Services-misc health & allied services, nec • New York
Master Manufacturing Services Agreement
Product Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • England

THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:

THIRD AMENDMENT TO ASSET TRANSFER AND LICENSE AGREEMENT
Asset Transfer and License Agreement • August 21st, 2020 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware

This Third Amendment to Asset Transfer and License Agreement (this “Third Amendment”), dated August 17, 2020, entered into by and between Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (“APIL”), Baudax Bio, Inc., a Pennsylvania corporation (“Baudax”) and Recro Gainesville LLC, a Massachusetts limited liability company (as successor to Recro Technology LLC f/k/a DV Technology LLC) (“Recro Gainesville” and together with Baudax and APIL, the “Parties”), amends that certain Asset Transfer and License Agreement, dated as of April 10, 2015 and amended on each of December 23, 2015 and December 20, 2018, by and among APIL and Recro Gainesville (and partially assigned to Baudax as set forth below) (as so amended and partially assigned, the “Agreement”).

INDUCEMENT AWARD AGREEMENT FOR STOCK OPTIONS
Inducement Award Agreement for Stock Options • February 16th, 2021 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Pennsylvania

THIS INDUCEMENT AWARD AGREEMENT FOR STOCK OPTIONS (this “Agreement”) is made by Baudax Bio, Inc. (the “Company”) and the participant named on the grant schedule attached hereto (the “Grantee”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. LICENSE AGREEMENT BETWEEN RECRO PHARMA, INC. AND...
License Agreement • October 22nd, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York

This agreement (“Agreement”) is made by and between Recro Pharma, Inc., a Pennsylvania corporation having an address at 490 Lapp Road, Malvern PA 19355 (“Licensee”), and Cornell University (“University”) as represented by its Center for Technology Licensing (“CTL”) at Cornell University at 395 Pine Tree Road, Ithaca, NY 14850 (University, CTL and CRF (as defined below) collectively “Cornell” and each of Licensee and Cornell a “Party” and collectively, the “Parties”).

EMPLOYEE MATTERS AGREEMENT by and between RECRO PHARMA, INC. and BAUDAX BIO, INC. Dated as of , 2019
Employee Matters Agreement • November 5th, 2019 • Baudax Bio, Inc. • Services-misc health & allied services, nec

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2019, is entered into by and between Recro Pharma, Inc. (“Recro”), a Pennsylvania corporation, and Baudax Bio, Inc. (“Baudax”), a Pennsylvania corporation and a wholly owned subsidiary of Recro. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of , 2019 (the “Separation Agreement”).

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