8,571,429 Shares of Common Stock HERON THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2019 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
AMENDMENT ---------Employment Agreement • April 30th, 1999 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
EXHIBIT 10-U REGISTRATION RIGHTS AGREEMENTDistribution Agreement • March 27th, 1996 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
1.3 Fair Market Value. If the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company's stock into which the Shares are convertible) reported for the...Registration Rights Agreement • February 7th, 1996 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
AGREEMENT ---------Asset Purchase Agreement • February 28th, 2003 • Ap Pharma Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
ContractRegistration Rights Agreement • October 22nd, 2009 • Ap Pharma Inc /De/ • Pharmaceutical preparations • New York
] Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • New York
As the representative of the Underwriters, Merriman Curhan Ford & Co. has informed the Company that Merriman Curhan Ford & Co. is authorized to enter into this Agreement on behalf of the several Underwriters, and that the several Underwriters are willing, on the basis of the representations, warranties and agreements of the Company contained, and upon the terms but subject to the conditions herein set forth, acting severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names in Schedule A hereto, plus their pro rata portion of the Option Shares if Merriman Curhan Ford & Co. elects to exercise the over-allotment option in whole or in part for the account of the several Underwriters.
betweenSecurity Agreement • May 15th, 2006 • Ap Pharma Inc /De/ • Pharmaceutical preparations • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 1996 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 5th, 2019 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 15, 2019 (the “Effective Date”), by and between HERON THERAPEUTICS, INC. (the “Company”) and JOHN POYHONEN (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • March 7th, 2014 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California
This Management Retention Agreement (the “Agreement”) is dated as of October 23, 2013, by and between Brian G. Drazba (“Employee”) and A.P. Pharma, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2023 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2023, by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
CONFIDENTIAL TREATMENT REQUESTED" EXHIBIT 2.1 The symbol "[*]" is used throughout this exhibit to indicate that a portion of the exhibit has been omitted and filed separately with the Securities and Exchange Commission. ASSET PURCHASE AGREEMENT...Asset Purchase Agreement • August 9th, 2000 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT ---------Preferred Shares Rights Agreement • December 19th, 2006 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2013 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of May 1, 2013 (the “Effective Date”), by and between A.P. PHARMA, INC. (the “Company”), and ROBERT ROSEN (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
APS ANALYTICAL STANDARDS, INC. LOAN AND SECURITY AGREEMENT ==================== ============================================================ 2 TABLE OF CONTENTSLoan and Security Agreement • November 14th, 1995 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
HERON THERAPEUTICS, INC. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • August 14th, 2023 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California
This Management Retention Agreement (this “Agreement”) is dated as of June 6, 2023 (the “Effective Date”), by and between William Forbes (“Employee”) and Heron Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. The Company and the Employee may each be referred to herein as a “Party” and, collectively, as the “Parties”.
COOPERATION AGREEMENTCooperation Agreement • February 22nd, 2023 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • Delaware
This Cooperation Agreement, dated as of February 21, 2023 (this “Agreement”), is made by and among Heron Therapeutics, Inc., a Delaware corporation (the “Company”), Rubric Capital Management LP, a Delaware limited partnership (and collectively with the other persons and entities listed on Schedule A hereto, “Rubric”), and Velan Capital Investment Management LP, a Delaware limited partnership (and collectively with the other persons and entities listed on Schedule B hereto, “Velan” and, together with Rubric, the “Investor Group,” and, for clarity and as applicable, including each member thereof acting individually). The Company and each member of the Investor Group are collectively herein referred to as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 22 below.
SECURITY AGREEMENTPatent Security Agreement • November 8th, 2016 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations
This SECURITY AGREEMENT (this “Agreement”), dated as of August 5, 2016 among HERON THERAPEUTICS, INC., a Delaware corporation (the “Heron”), and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (together with Heron, individually and collectively, the “Grantor”), TANG CAPITAL PARTNERS, LP, in its capacity as the Holder (as defined in the Note), and TC MANAGEMENT SERVICES, LLC as the collateral agent (together with its successors, “Agent”).
WAIVERWaiver • April 3rd, 2018 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California
This WAIVER (this “Waiver”) is made and entered into as of March 28, 2018, by and between Tang Capital Partners, LP, a Delaware limited partnership (“TCP”), and Heron Therapeutics, Inc., a Delaware corporation formerly known as A.P. Pharma, Inc. (“Heron”), with respect to the Securities Purchase Agreement, dated April 24, 2011 (the “SPA”), by and among Heron, TCP, Baker Bros. Investments II, L.P., a Delaware limited partnership (“BBI”), Baker Brothers Life Sciences, L.P., a Delaware limited partnership (“BBLS”), and 14159, L.P., a Delaware limited partnership (together with TCP, BBI and BBLS, the “Purchasers”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2015 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations
This Amendment to the Executive Employment Agreement (this “Amendment”) by and between Heron Therapeutics, Inc. (the “Company”), and Robert Rosen (the “Executive”) is effective as of April 22, 2015.
LEASE GENESIS CAMPUS POINT AP3-SD1 CAMPUS POINT LLC, a Delaware limited liability company as Landlord, and HERON THERAPEUTICS, INC., a Delaware corporation as TenantGenesis Campus Point • November 8th, 2016 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California
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 AP3-SD1 CAMPUS POINT LLC, a Delaware limited liability company (“Landlord”), and HERON THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Pursuant to 17 CFR 20.24b-2, confidential information has been omitted in places marked “***” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application with the Commission. COMMERCIAL...Supply Agreement • February 19th, 2016 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
This Commercial Supply Agreement (this “Agreement”), effective as of the 8th day of December, 2015 (the “Effective Date”), is entered into by and between:
A.P. PHARMA, INC.Rights Agreement • August 24th, 2006 • Ap Pharma Inc /De/ • Pharmaceutical preparations
A.P. PHARMA, INC. and MERIAL LIMITED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • November 16th, 2009 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”) is made effective September 4, 2009, by and between A.P. PHARMA, INC., a Delaware corporation with offices at 123 Saginaw Drive, Redwood City, CA 94063 USA (hereinafter “APP”), and MERIAL LIMITED, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at P.O. Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5TG England, and domesticated in Delaware, USA as Merial LLC, with a principal place of business at 3239 Satellite Boulevard, Duluth, Georgia 30096 USA (“Merial”). References to Merial hereinafter shall include Merial’s Affiliates.
AMENDED AND RESTATED RETENTION AND NON-COMPETITION AGREEMENTRetention and Non-Competition Agreement • April 5th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California
THIS RETENTION AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into by and between A.P. Pharma, Inc. (the “Company”), and Michael P.J. O’Connell (“Executive”), effective the 23rd day of March, 2005 (the “Effective Date”) in full substitution for the Retention and Non-Competition Agreement originally entered into between the parties effective May 12, 1999 and amended in its entirety effective August 1, 2000.
AND:License Agreement • November 7th, 2006 • Ap Pharma Inc /De/ • Pharmaceutical preparations
MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • November 14th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California
This Management Retention Agreement (the “Agreement”) is dated as of November 8, 2007, by and between Dr. John Barr (“Employee”) and A.P. Pharma, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events and supercedes an earlier Change of Control Agreement dated March 23, 2005 between the Company and Employee.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2011 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2011 by and among A.P. Pharma, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
LEASEAnd Attornment Agreement • March 30th, 1998 • Advanced Polymer Systems Inc /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2015 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations
This Amendment to the Executive Employment Agreement (this “Amendment”) by and between Heron Therapeutics, Inc. (the “Company”), and Paul Marshall (the “Executive”) is effective as of April 22, 2015.
Re: Amendment to Management Retention Agreement, dated as of April 25, 2011, as amended May 29, 2013 (as amended, the “Retention Agreement”)Management Retention Agreement • August 8th, 2013 • Ap Pharma Inc /De/ • Pharmaceutical preparations
This letter agreement (the “Agreement”) memorializes the terms of your separation with A.P. Pharma, Inc. (the “Company”) and amends certain terms and conditions of the Retention Agreement. Capitalized terms that are not otherwise defined in this Agreement will have the meanings ascribed to them in the Retention Agreement.
NON-QUALIFIED STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 7th, 2008 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California
DIRECTOR’S RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 17th, 2010 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated , is entered into between A.P. Pharma, Inc., a Delaware corporation (the “Company”) and (the “Director”). Unless otherwise defined herein, the terms of this Agreement will have the same meaning as defined in the A.P. Pharma, Inc. 2007 Equity Incentive Plan (the “Plan”). The Agreement is entered into as follows:
