SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2021, between Assertio Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ASSERTIO HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 25, 2022 6.50% Convertible Senior Notes due 2027Indenture • August 25th, 2022 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of August 25, 2022 between ASSERTIO HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ASSERTIO HOLDINGS, INC. Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • February 4th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
Assertio Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 12th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of ________, 20__ (the “Effective Date”) by and between Assertio Holdings, Inc., a Delaware corporation (the “Company”), and ______________________ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of May 20, 2020, by and between Assertio Holdings, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
ASSERTIO HOLDINGS, INC. AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • May 19th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Management Continuity Agreement (the “Agreement”) is effective as of_______________, 20__ (the “Effective Date”) by and between ________________(“Employee”) and Assertio Holdings, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. This Agreement amends and restates that certain Management Continuity Agreement entered into between the parties as of ____________, 20___ (referred to herein as the “Prior Agreement”).
Unaudited Pro Forma Condensed Combined Financial Statements (amounts in thousands)Assertio Holdings, Inc. • December 16th, 2021 • Pharmaceutical preparations
On December 15, 2021, Assertio Holdings, Inc. (“Assertio” or the “Company”), through its newly formed subsidiary, Otter Pharmaceuticals, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Antares Pharma, Inc. (“Antares”), and concurrently consummated the transactions contemplated by the Purchase Agreement (the “Closing”). Pursuant to the terms of the Purchase Agreement, the Company acquired Antares’ rights, title and interest in and to Otrexup® (methotrexate), a drug device combination single-dose once weekly auto-injector for subcutaneous use (“Otrexup”), including certain related assets, intellectual property and product inventory (the “Transaction”) for (i) $18,000 million in cash payable at the Closing, (ii) $16,021 million in cash payable on May 30, 2022 and (iii) and $10,000 million in cash payable on December 15, 2022. Pursuant to the terms of the Purchase Agreement, the Company also assumed certain contracts, liabilities and obligations of Antares rel
FORM OF COMMON STOCK PURCHASE WARRANT] ASSERTIO HOLDINGS, INC.Assertio Holdings, Inc. • August 10th, 2020 • Pharmaceutical preparations • Delaware
This 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 and from time to time after the date hereof (the “Initial Exercise Date”), to subscribe for and purchase from Assertio Holdings, Inc., a Delaware corporation (the “Company”), _________ 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).
TRANSITION AGREEMENTTransition Agreement • May 19th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • California
This Transition Agreement (this “Agreement”) is entered into by and between Arthur Higgins (“Executive”) and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”) and is dated as of March 16 , 2020. The Executive and the Company shall collectively be referred to herein as the “Parties.”
CERTAIN MATERIAL (INDICATED BY [***]) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCOSED. TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • August 10th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Illinois
This Transition and Consulting Agreement (this “Agreement”) is entered into by and between Stanley Bukofzer (“Executive”) and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”) and is dated as of June 24, 2020 (the “Effective Date”). The Executive and the Company shall collectively be referred to herein as the “Parties.”
CERTAIN MATERIAL (INDICATED BY [***]) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCOSED.Separation Agreement and Release of Claims • March 12th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Release”) is entered into on this 14th day of December 2020 by and between Todd N. Smith (the “Executive”) and Assertio Management, LLC (the “Company”).
COLLABORATIVE LICENSE, EXCLUSIVE MANUFACTURE AND GLOBAL SUPPLY AGREEMENTAgreement • November 4th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • New Jersey
MANUFACTURE AND GLOBAL SUPPLY AGREEMENT (this “Amendment”), is effective as of July 9, 2021 (the “Amendment No. 3 Effective Date”) and is by and between Zyla Life Sciences, a Delaware corporation and successor in interest to Iroko Pharmaceuticals, LLC (“Buyer”), and Cosette Pharmaceuticals, Inc., a Delaware corporation and successor in interest to G&W Laboratories, Inc. (the “Manufacturer”). Buyer and Manufacturer are each a “Party” and together constitute the “Parties” under the Amendment.
FORM OF FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 17th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [·], 2020, among Zyla Life Sciences, a Delaware corporation (formerly known as Egalet Corporation) (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein), Alligator Zebra Holdings, Inc., a Delaware corporation (“Holdings”), and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association), as trustee under the indenture referred to below (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent under the indenture referred to below (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 27th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 20, 2020, among Zyla Life Sciences, a Delaware corporation (formerly known as Egalet Corporation) (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein), Assertio Holdings, Inc. (f/k/a Alligator Zebra Holdings, Inc.), a Delaware corporation (“Holdings”), and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association), as trustee under the indenture referred to below (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent under the indenture referred to below (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ZYLA LIFE SCIENCES [FORM OF MANAGEMENT CONTINUITY AGREEMENT]Management Continuity Agreement • August 10th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This Management Continuity Agreement (the “Agreement”) is effective as of June 23, 2020 (the “Effective Date”) by and between _______ (“Employee”) and Zyla Life Sciences, a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. This Agreement, together with the offer letter between Employee and the Company, dated as of June 23, 2020 (the “Offer Letter”), supersede any other agreement or understanding pertaining to the subject matter herein, existing as of the Effective Date, between the Company or Assertio Holdings, Inc., a Delaware corporation (“Parent”), on the one hand, and Employee on the other hand (any such agreement so superseded is referred to in this Agreement as the “Prior Agreement”).
ASSERTIO HOLDINGS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT February 22, 2023Assertio Holdings, Inc. • February 23rd, 2023 • Pharmaceutical preparations
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Assertio Holdings, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange the Exchanged Notes (as defined below) for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and cash as specified below.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 19, 2020, by and among Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”), Assertio Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Assertio, and Alligator Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of June 17, 2020 effective as of May 20, 2020 (the "Effective Date"), by and between Zyla Life Sciences, a Delaware corporation (the "Company"), and Todd N. Smith (the "Executive").
CERTAIN MATERIAL (INDICATED BY [***]) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCOSED.Separation Agreement and Release of Claims • March 12th, 2021 • Assertio Holdings, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this "Release") is entered into on this 14th day of December 2020 by and between Mark Strobeck (the "Executive") and Assertio Management, LLC (the "Company").