Journey Medical Corp Sample Contracts

JOURNEY MEDICAL CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

The undersigned, Journey Medical Corporation (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), a corporation formed under the laws of the State of Delaware, hereby confirms its agreement with B. Riley Securities, Inc. (hereinafter referred to as the “Representative”), a Delaware corporation, and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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JOURNEY MEDICAL CORPORATION Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
Journey Medical Corp • December 30th, 2022 • Pharmaceutical preparations • New York
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INDEMNITY AGREEMENT
Indemnity Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

This Indemnity Agreement (this “Agreement”) dated as of [ ], 2021, is made by and between Journey Medical Corporation a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

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JOURNEY MEDICAL CORPORATION JG PHARMA, INC. EAST WEST BANK LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • California

This LOAN AND SECURITY AGREEMENT is entered into as of March 31, 2021, by and among EAST WEST BANK (“Bank”) and JOURNEY MEDICAL CORPORATION (“PARENT”) AND JG PHARMA, INC. (“JG”; Parent and JG are sometimes referred to, individually, as a “Borrower” and, collectively, as the “Borrowers”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. ASSET PURCHASE AGREEMENT...
Asset Purchase Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2021, is made by and between Journey Medical Corporation, a Delaware corporation (“Buyer”), and Dermira, Inc., a Delaware corporation (“Seller”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated July 22nd, 2019 (the “Effective Date”), is entered into by and between Journey Medical Corporation, a Delaware corporation having its principal place of business at 9237 Via De Ventura Suite 105, Scottsdale, AZ 85258 (the “Buyer”), and Sun Pharmaceutical Industries, Inc, a Michigan corporation, located at [***] (the “Seller”). Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated December 18, 2020 (“Effective Date”), is entered into by and between Journey Medical Corporation, a Delaware corporation having its principal place of business at 9237 Via De Ventura Suite 105, Scottsdale, AZ 85258 (the “Buyer”) and Sun Pharmaceutical Industries, Inc, a Delaware corporation, located at [***] (the “Seller”). Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. ASSET PURCHASE AGREEMENT By and...
Asset Purchase Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated August 31, 2018 (“Effective Date”), is entered into by and between Journey Medical Corporation, a Delaware corporation having its principal place of business at 9237 Via De Ventura Suite 135, Scottsdale, AZ 85258 (the “Buyer”) and Sun Pharmaceutical Industries, Inc, a Michigan corporation, located at [***] (the “Seller”). Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

This Executive Employment Agreement (this '"Agreement") is made and entered into effective as of 9/22/14 (the "Effective Date") by and between Coronado Dermatology, Inc. (the "Company”) and Claude Maraoui ('"Executive"). The Company and Executive are hereinafter collectively referred to as the "Parties", and individually referred to as a "Party".

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 13th, 2023 • Journey Medical Corp • Pharmaceutical preparations • California

This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the 31st day of August, 2023 (the “Effective Date”), by and between Maruho Co., Ltd., a corporation organized and existing under the laws of Japan with offices at 1-5-22, Nakatsu, Kita­ku, Osaka, 531-0071, Japan (“Maruho”) and Journey Medical Corporation, a corporation organized and existing under the laws of Delaware with offices at 9237 East Via De Ventura, Suite 105, Scottsdale, AZ 85258, U.S.A. (“Journey”). Maruho and Journey may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. AMENDMENT 1 TO ASSET PURCHASE...
Asset Purchase Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations

This AMENDMENT 1 TO ASSET PURCHASE AGREEMENT ("Amendment 1") is entered into on this 5th day of September, 2018 ("Amendment 1 Effective Date") by and between Journey Medical Corporation, a Delaware corporation having its principal place of business at 9237 Via De Ventura Suite 135, Scottsdale, AZ 85258 (the "Buyer") and Sun Pharmaceutical Industries, Inc, a Michigan corporation, located at [***] (the "Seller"). Buyer and Seller are referred to herein individually as a "Party" and collectively as the "Parties".

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. ASSIGNMENT, LICENSE, AND...
Assignment, License, and Collaboration Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

This ASSIGNMENT, LICENSE, AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of June 29, 2021 (the “Effective Date”) by and between DR. REDDY’S LABORATORIES, LTD, a company organized under the laws of India having a registered office at [***] (“DRL”) and JOURNEY MEDICAL CORPORATION, a corporation organized under the laws of Delaware, having a place of business at 9237 East Via De Ventura Blvd., Suite 105, Scottsdale, AZ 85258, USA (“Journey”). DRL and Journey are sometimes referred to individually as a “Party” and collectively as the “Parties.”

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LICENSE AND SUPPLY AGREEMENT BY AND BETWEEN DR. REDDY'S LABORATORIES LTD. AND JOURNEY MEDICAL CORPORATION DATED AS OF JULY 29, 2020 LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York
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ASSET PURCHASE AGREEMENT BETWEEN VYNE THERAPEUTICS INC. AND JOURNEY MEDICAL CORPORATION DATED AS OF January 12, 2022
Asset Purchase Agreement • January 13th, 2022 • Journey Medical Corp • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 12, 2022, is made by and between Journey Medical Corporation, a Delaware corporation (“Buyer”), and VYNE Therapeutics Inc., a Delaware corporation (“Seller”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • Delaware

This Executive Employment Agreement (this “Agreement”) is made and entered into as of September 27, 2021 by and between Journey Medical Corporation (the “Company”) and Ernest De Paolantonio (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • Delaware

This License and Supply Agreement ("Agreement"), dated as of March 10, 2015 (the "Effective Date"), is made by and between Journey Medical Corporation, a Delaware corporation ("Journey"), and Blu Caribe, Inc., a Puerto Rican corporation ("Blu").

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CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 10th, 2022 • Journey Medical Corp • Pharmaceutical preparations

This CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Consent”) is entered into as of March 3_1_, 2021 by and between EAST WEST BANK (“Bank”) and JOURNEY MEDICAL CORPORATION (“Journey”) and JG PHARMA, INC. (“JG”; Journey and JG are sometimes referred to, individually, as a “Borrower” and, collectively, the “Borrowers”).

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SHARED SERVICES AGREEMENT
Shared Services Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • New York

This SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into by and between Fortress Biotech, Inc., a Delaware corporation (“FBIO”) and Journey Medical Corporation, a Delaware corporation (“Journey”) as of [ ], 2021 (the “Effective Date”). Each of FBIO and Journey may be referred to herein as a “Party,” or collectively as the “Parties.”

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​ ​ CREDIT AGREEMENTamongJOURNEY MEDICAL CORPORATION, as Borrower,SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole Bookrunner,andthe financial institutions party hereto from time to time as LendersDated as of December 27, 2023​ ​
Credit Agreement • March 29th, 2024 • Journey Medical Corp • Pharmaceutical preparations

This Credit Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of December 27, 2023 (the “Closing Date”), among JOURNEY MEDICAL CORPORATION, a Delaware corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the “Lenders”) and SWK Funding LLC, a Delaware limited liability company (in its individual capacity, “SWK”), as Agent for all Lenders.

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 10th, 2022 • Journey Medical Corp • Pharmaceutical preparations

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of January 12, 2022, by and among EAST WEST BANK (“Bank”), JOURNEY MEDICAL CORPORATION (“Journey”), and JG PHARMA, INC. (“JG”; Journey and JG are sometimes referred to, individually, as a “Borrower” and, collectively, the “Borrowers”).

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FIRST AMENDMENT TO LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • September 2nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • Delaware

This First Amendment (the "Amendment") to that certain License and Supply Agreement, dated March 10, 2015, (the "Agreement") by and between JOURNEY MEDICAL CORPORATION, a corporation organized and existing under the laws of Delaware ("Journey") and BLU CARIBE, INC., a corporation organized and existing under the laws of Puerto Rico ("Blu"), is made effective as of August 26, 2015 (the "Amendment Effective Date"). Blu and Journey are each referred to individually as a "Party" and together as the "Parties."

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SHARED SERVICES AGREEMENT
Shared Services Agreement • March 28th, 2022 • Journey Medical Corp • Pharmaceutical preparations • New York

This SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into by and between Fortress Biotech, Inc., a Delaware corporation (“FBIO”) and Journey Medical Corporation, a Delaware corporation (“Journey”) as of November 12, 2021 (the “Effective Date”). Each of FBIO and Journey may be referred to herein as a “Party,” or collectively as the “Parties.”

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FIRST AMENDMENT TO LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • October 22nd, 2021 • Journey Medical Corp • Pharmaceutical preparations • Delaware

This First Amendment (the "Amendment") to that certain License and Supply Agreement, dated March 10, 2015, (the "Agreement") by and between JOURNEY MEDICAL CORPORATION, a corporation organized and existing under the laws of Delaware ("Journey") and BLU CARIBE, INC., a corporation organized and existing under the laws of Puerto Rico ("Blu"), is made effective as of August 26, 2015 (the "Amendment Effective Date"). Blu and Journey are each referred to individually as a "Party" and together as the "Parties."

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CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Consent And • May 10th, 2022 • Journey Medical Corp • Pharmaceutical preparations

This CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Consent”) is entered into as of November 4, 2021 by and between EAST WEST BANK (“Bank”) and JOURNEY MEDICAL CORPORATION (“Journey”) and JG PHARMA, INC. (“JG”; Journey and JG are sometimes referred to, individually, as a “Borrower” and, collectively, the “Borrowers”).

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FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 10th, 2023 • Journey Medical Corp • Pharmaceutical preparations • California

This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 16, 2023, and is by and among EAST WEST BANK, a California banking corporation (“Bank”), JOURNEY MEDICAL CORPORATION, a Delaware corporation (“Parent”), and JG PHARMA, INC., a Delaware corporation (“JG”; together with Parent, each individually, a “Borrower” and collectively, the “Borrowers”).

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