dated as ofCredit Agreement • October 13th, 2005 • Cambrex Corp • Pharmaceutical preparations • New York
ANDAsset Purchase Agreement • November 25th, 2003 • Cambrex Corp • Pharmaceutical preparations • New York
dated as of April 6, 2007 betweenCredit Agreement • April 11th, 2007 • Cambrex Corp • Pharmaceutical preparations • New York
CONSULTING AGREEMENT THIS AGREEMENT, originally made as of the 26th day of January, 1995 and amended as of July 29, 2005, by and between CAMBREX CORPORATION, a Delaware corporation, having its principal offices located at One Meadowlands Plaza, East...Consulting Agreement • August 4th, 2005 • Cambrex Corp • Pharmaceutical preparations • New Jersey
andRights Agreement • May 30th, 2006 • Cambrex Corp • Pharmaceutical preparations • Delaware
EXHIBIT 10.32 EMPLOYMENT AGREEMENT THIS AGREEMENT made by and between CAMBREX CORPORATION, a Delaware corporation (the "Company"), and Paolo Russolo, (the "Employee"), as of the 6th day of February, 2007. WHEREAS, the Employee presently is a key...Employment Agreement • March 15th, 2007 • Cambrex Corp • Pharmaceutical preparations • Delaware
5 6 INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY STOCKHOLDER WITH RESPECT TO STOCKHOLDER'S SHARES.Stockholders Agreement • August 28th, 1997 • Cambrex Corp • Industrial organic chemicals • Delaware
RECITALS:Settlement Agreement and Release • August 7th, 2007 • Cambrex Corp • Pharmaceutical preparations • New York
EXECUTION COUNTERPART] CAMBREX CORPORATION CREDIT AGREEMENT dated as of September 16, 1997 THE CHASE MANHATTAN BANK Administrative Agent THE FIRST NATIONAL BANK OF CHICAGO Documentation Agent CHASE SECURITIES INC.Credit Agreement • October 8th, 1997 • Cambrex Corp • Industrial organic chemicals • New York
1 EXHIBIT 10.7 AGREEMENT AND PLAN OF MERGERPlan of Merger • October 8th, 1997 • Cambrex Corp • Industrial organic chemicals • Delaware
dated as of364-Day Credit Agreement • December 4th, 2001 • Cambrex Corp • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of May 18, 2016 among CAMBREX CORPORATION The SUBSIDIARY BORROWERS Party Hereto The SUBSIDIARY GUARANTORS Party Hereto The LENDERS Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE...Credit Agreement • May 23rd, 2016 • Cambrex Corp • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of May 18, 2016, among CAMBREX CORPORATION, the SUBSIDIARY BORROWERS party hereto, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
EXHIBIT 10.25 EMPLOYMENT AGREEMENT THIS AGREEMENT made by and between CAMBREX CORPORATION, a Delaware corporation (the "Company"), and Gregory P. Sargen, (the "Employee"), as of the 6th day of February, 2007. WHEREAS, the Employee presently is a key...Employment Agreement • March 15th, 2007 • Cambrex Corp • Pharmaceutical preparations • Delaware
BETWEENEmployment Agreement • November 9th, 2006 • Cambrex Corp • Pharmaceutical preparations
dated as ofFive-Year Credit Agreement • December 4th, 2001 • Cambrex Corp • Pharmaceutical preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 2, 2019 among CAMBREX CORPORATION The SUBSIDIARY BORROWERS Party Hereto The SUBSIDIARY GUARANTORS Party Hereto The LENDERS Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • January 8th, 2019 • Cambrex Corp • Pharmaceutical preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 2, 2019, among CAMBREX CORPORATION, the SUBSIDIARY BORROWERS party hereto, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS AGREEMENT made by and between CAMBREX CORPORATION, a Delaware corporation (the "Company"), and _________________, residing at _________________________ (the "Employee"), as of the 6th day of February, 2006....Employment Agreement • May 26th, 2006 • Cambrex Corp • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2019 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT made by and between CAMBREX CORPORATION, a Delaware corporation (the “Company”), and Steven M. Klosk, (the “Employee”), as of the 6th day of August, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2017 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT made by and between CAMBREX CORPORATION, a Delaware corporation (the "Company"), and Tom Vadaketh, (the "Employee"), as of the 20th day of January, 2017.
CAMBREX CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • August 4th, 2011 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), entered into as of __________, by and between _____________ (the “Participant”) and Cambrex Corporation, a Delaware corporation (the “Company”).
CAMBREX CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 7th, 2013 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS PERFORMANCE SHARE AGREEMENT (the “Agreement”) entered into as of ___________, by and between ____________ (the “Participant”) and Cambrex Corporation, a Delaware corporation (the “Company”), evidences the grant of performance-based Restricted Stock Units (the “Award”) under the Cambrex Corporation 2009 Long-Term Incentive Plan as amended and restated, effective April 28, 2011 (the “Plan”). All capitalized terms not defined herein have the definitions set forth in the Plan.
AGREEMENT AND PLAN OF MERGER by and among CATALOG INTERMEDIATE INC., CATALOG MERGER SUB INC. and CAMBREX CORPORATION Dated as of August 7, 2019Agreement and Plan of Merger • August 8th, 2019 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 7, 2019, by and among Catalog Intermediate Inc., a Delaware corporation (“Parent”), Catalog Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Cambrex Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
1 Exhibit 6 ASSUMPTION AGREEMENT WHEREAS, certain change of control employment agreements dated March 11, 1997 were entered into by and between BioWhittaker, Inc. ("BioWhittaker") and Messrs. Thomas Winkler, Philip L. Rohrer, Jr., Leif Olsen and F....6 Assumption Agreement • August 28th, 1997 • Cambrex Corp • Industrial organic chemicals
CAMBREX CORPORATION FOR NON-EMPLOYEE DIRECTORSEquity Incentive Plan • February 13th, 2019 • Cambrex Corp • Pharmaceutical preparations • Delaware
This award agreement (the “Agreement”) sets forth the terms of the award (the “Award”), described below, of Restricted Stock Units (the “RSUs”) under the Cambrex Corporation 2012 Equity Incentive Plan for Non-Employee Directors (the “Plan”) to the Participant identified below. The Award is subject to the terms of the Plan, which are incorporated herein by reference. Any initially capitalized term not defined herein shall have the meaning assigned to it in the Plan. The term “vest” as used in this Agreement with respect to any RSU means the lapsing of the restrictions described herein with respect to the right to payment under the Award.
Exhibit 10.11 December 21, 2007 Mr. Peter Thauer 5 Denison Drive Saddle River, NJ 07458 Dear Peter: Reference is made to the letter agreement between you and Cambrex and dated February 6, 2007 with respect to payment of a retention bonus and your...Cambrex Corp • February 27th, 2008 • Pharmaceutical preparations
Reference is made to the letter agreement between you and Cambrex and dated February 6, 2007 with respect to payment of a retention bonus and your right to severance payments upon a termination of employment with Cambrex (the "Letter Agreement"). As an inducement for you to continue your employment with Cambrex, rather than requiring a termination of your employment in order for you to receive the severance payments to which you are entitled under Section 6(d ) of your Employment Agreement dated as of February 6, 2006, amended by an amendment dated November 1, 2006 and further amplified by the Letter Agreement (the "Employment Agreement"), Cambrex hereby agrees to pay to you the amount of approximately $3,055,354 in a cash lump sum on or shortly after January 2, 2008 (the "Severance Amount"), less applicable withholding taxes, provided that you remain employed by Cambrex (or one of its affiliates) on such date. In addition Cambrex will pay all excise taxes on such amount directly to th
CAMBREX CORPORATION STOCK OPTION AGREEMENT (“Plan” Stock Option Plan)Cambrex Corporation • November 4th, 2011 • Cambrex Corp • Pharmaceutical preparations
THIS AGREEMENT made and entered into as of the ___ day of _____, by and between CAMBREX CORPORATION (the "Corporation"), a Delaware corporation, with its principal place of business at One Meadowlands Plaza, East Rutherford, New Jersey 07073, and ”Name”, (the "Optionee").
PURCHASE AND SALE AGREEMENT by and among CAMBREX CORPORATION, THE ACQUIRED COMPANIES, THE PERSONS SIGNATORY HERETO AS SELLERS, SK ANGEL HOLDINGS, L.P. AND THE SELLERS’ REPRESENTATIVE Dated as of July 20, 2018Purchase and Sale Agreement • August 2nd, 2018 • Cambrex Corp • Pharmaceutical preparations • Delaware
This Purchase and Sale Agreement, dated as of July 20, 2018 (this “Agreement”), by and among (i) Cambrex Corporation, a Delaware corporation (the “Buyer”), (ii) Halo Pharmaceutical, Inc., a Delaware corporation (“Halo US”), 8121117 Canada Inc., a corporation organized under the laws of Canada (also known as Halo Pharmaceutical Canada Holding, Inc. (or “Halo 812”)) and Halo Pharmaceutical Canada Inc., a corporation organized under the laws of Canada (“Halo Canada” and together with Halo US, Halo 812 and their respective Subsidiaries, collectively the “Acquired Companies” or “Halo”), (iii) each of the persons designated on the signature pages hereto as Sellers (each a “Seller” and, collectively, the “Sellers”), (iv) SK Capital Partners, L.P., a Delaware limited partnership (as the Sellers’ Representative (as defined herein)), and (v) SK Angel Holdings, L.P., a Cayman Islands exempted limited partnership, in its capacity as the Seller guarantor (the “Seller Guarantor”).
CAMBREX CORPORATION PERFORMANCE SHARE AGREEMENTCambrex Corporation • August 4th, 2010 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), entered into as of July 29, 2010, by and between Gregory P. Sargen (the “Participant”) and Cambrex Corporation, a Delaware corporation (the “Company”).
RECITALSSeparation and General Release Agreement • January 4th, 2006 • Cambrex Corp • Pharmaceutical preparations • New York
CAMBREX CORPORATION rESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 13th, 2019 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) entered into as of ___________, by and between ____________ (the “Participant”) and Cambrex Corporation, a Delaware corporation (the “Company”), evidences the grant of Restricted Stock Units (the “Award”) under the Cambrex Corporation 2009 Long-Term Incentive Plan, as amended and restated from time to time (the “Plan”). All capitalized terms not defined herein have the definitions set forth in the Plan.
DATED 2010 CAMZENA HOLDINGS LIMITED (1) NULIFE (CYPRUS) LIMITED (2) ASHOK SRINIVASAN NARASIMHAN (3) PRADIP KHODIDAS DHAMECHA (4) CAMBREX CORPORATION (5) ZENARA PHARMA LIMITED (6) and ZENARA PHARMA PRIVATE LIMITED (7) AGREEMENT for the sale and...Agreement • November 4th, 2010 • Cambrex Corp • Pharmaceutical preparations
Clause Heading Page 1 Definitions and Interpretation 1 2 Sale of the 2010 Sale Shares 19 3 Sale of the 2015 Sale Shares 19 4 Consideration 21 5 Intentionally blank 29 6 Closing 29 7 Post-Closing Matters and Further Assurances 29 8 Warranties 33 9 Tax 39 10 2010 Covenantors’ Restrictive Covenants 40 11 2015 Covenantors’ Restrictive Covenants 44 12 Announcements and Confidentiality 47 13 Preservation of Rights 47 14 Notices 49 15 Time 50 16 Entire Agreement 51 17 Alterations 51 18 Severability 51 19 Counterparts 52 20 Payment of Costs 52 21 Successors, Assigns and Third Party Rights 52 22 Address for Service 53 23 Applicable Law and Dispute Resolution 54 24 Delivery of Agreement 55 25 Interest on Late Payment 55 26 Obligations in the Schedules 55 27 Guarantee 55 28 Third Party Intellectual Property Right claims 56 Schedule 1 The Seller 58 Schedule 2 Intentionally Blank 59 Schedule 3 The Companies 60 Schedule 4 The Warranties 62 Schedule 5 Seller’s Protections 106 Schedule 6 Closing Provi
CAMBREX CORPORATION STOCK OPTION AGREEMENTTerm Incentive Plan • August 1st, 2013 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) made and entered into as of the ___ day of _______, 20__, by and between CAMBREX CORPORATION (the “Corporation”), and «Name» (the “Optionee”), evidences the grant to Optionee on __________ (the “Grant Date”) of an option (the “Stock Option”) to purchase the number of shares of Common Stock specified below, subject to the terms of this Agreement and the Cambrex Corporation 2009 Long-Term Incentive Plan (as amended and restated effective April 25, 2013) (the “Plan”).
CAMBREX CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • August 4th, 2010 • Cambrex Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), entered into as of July 29, 2010, by and between Steven M. Klosk (the “Participant”) and Cambrex Corporation, a Delaware corporation (the “Company”).
Exhibit 10.43 SHARE PURCHASE AGREEMENT dated __ October 2006 BETWEEN: (1) CAMBREX AB of S-691, 85 Karlskoga, Sweden (the SELLER) (2) INTERNATIONAL CHEMICAL INVESTORS II S.A. of 26, rue Philippe II, L-2340 Luxembourg (the PURCHASER) (together the...Transition Services Agreement • November 9th, 2006 • Cambrex Corp • Pharmaceutical preparations • England
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2006 • Cambrex Corp • Pharmaceutical preparations • New Jersey
This Consulting Agreement (the “Agreement”) is entered into as of November 10, 2006, by and between Cambrex Corporation, a corporation (the “Company”), and Gary L. Mossman, an independent contractor (the “Consultant”).
