Eagle Pharmaceuticals, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • October 11th, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [•], 20__, among Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 15th, 2019 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between EAGLE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2022 among EAGLE PHARMACEUTICALS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIZENS BANK, N.A., as Documentation Agent JPMORGAN CHASE BANK,...Credit Agreement • November 3rd, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 1, 2022, among EAGLE PHARMACEUTICALS, INC., the LENDERS from time to time party hereto, CITIZENS BANK, N.A., as Documentation Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EAGLE PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 6th, 2015 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EAGLE PHARMACEUTICALS, INC. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________ Eagle Pharmaceuticals, Inc. Form of Common Stock Warrant AgreementCommon Stock Warrant Agreement • October 11th, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 15th, 2019 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between EAGLE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
Eagle Pharmaceuticals, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • October 11th, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
· ] Shares Eagle Pharmaceuticals, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • January 28th, 2014 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ · ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
Eagle Pharmaceuticals, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ Eagle Pharmaceuticals, Inc. Form of Debt Securities Warrant AgreementSecurities Warrant Agreement • October 11th, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Eagle Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
1,320,276 Shares Eagle Pharmaceuticals, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • March 17th, 2015 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EAGLE PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , by and between Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This DEVELOPMENT AND LICENSE AGREEMENT (this “AGREEMENT”) is made as of February 13, 2009 (the “EFFECTIVE DATE”) by and between Robert One, LLC, having its principal place of business at 123 Blackberry Lane, Amherst, MA 01002 (“ROBERT”), and Eagle Pharmaceuticals, Inc. having its principal place of business at 470 Chestnut Ridge Road, Woodcliff Lake, NJ 07677 (“EAGLE”). ROBERT and EAGLE may be referred to herein individually as a “PARTY” and collectively as the “PARTIES.”
DEVELOPMENT AND LICENSE AGREEMENTOriginal Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Development and License Agreement (“AGREEMENT”) is made and entered into June 12, 2007 (the “EFFECTIVE DATE”) by and between SciDose, LLC, having its principal place of business at 123 Blackberry Lane, Amherst, MA 01002 (“SCIDOSE”); and Eagle Pharmaceutical, Inc. having its principal place of business at 470 Chestnut Ridge Road, Woodcliff Lake, NJ 07677 (“EAGLE”). SCIDOSE and EAGLE may be referred to herein individually as a “PARTY” and collectively as the “PARTIES.”
SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This SUPPLY AND DISTRIBUTION AGREEMENT (“Agreement”), dated as of January 28, 2013, is made by and between Eagle Pharmaceuticals, Inc., a Delaware corporation with its principal offices located at 470 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 (“Eagle”), and Sandoz AG, a Swiss corporation with a corporate address at Lichtstraße 35, CH 4056 Basel, Switzerland (“Sandoz”).
CO-PROMOTION AGREEMENTCo-Promotion Agreement • May 11th, 2020 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Co-Promotion Agreement (this “Agreement”) is entered into and dated as of January 7, 2020 (the “Effective Date”) by and between Tyme Technologies, Inc., a Delaware corporation (“TYME”), and Eagle Pharmaceuticals, Inc., a Delaware corporation (“Eagle”). TYME and Eagle are each referred to individually as a “Party” and together as the “Parties”.
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”), is entered into as of the Effective Date by and between THE MEDICINES COMPANY, a Delaware corporation located at 8 Sylvan Way, Parsippany, N.J. 07054 (“MDCO”), and EAGLE PHARMACEUTICALS, INC., a Delaware corporation located at 470 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 (“Eagle”).
LICENSE AND SUBLICENSE AGREEMENT BETWEEN LYOTROPIC THERAPEUTICS, INC. AND EAGLE PHARMACEUTICALS, INC.License and Sublicense Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This LICENSE AND SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into this 16th day of October, 2008 (the “Effective Date”), between Lyotropic Therapeutics, Inc., a Virginia corporation (“Lyotropic”), and Eagle Pharmaceuticals, Inc., a Delaware corporation (“Eagle”).
ContractQuality Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
LOCK-UP AGREEMENTLock-Up Agreement • March 28th, 2022 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This lock-up agreement, dated March ____, 2022 (this “Agreement”), by and between the undersigned holder (the “Holder”) and Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), is being executed and delivered in connection with the co-operation agreement, dated as of March ____, 2022 (the “Co-operation Agreement”), by and among the Buyer and Acacia Pharma Group PLC, a public company limited by shares, incorporated in England and Wales whose registered office is at The Officers’ Mess Royston Road, Duxford, Cambridge, England, CB22 4QH with company number 09759376 (the “Company”), pursuant to which the Buyer intends to acquire the entire issued and to be issued share capital of the Company (the “Acquisition”) which is proposed to be implemented by way of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”), with the Company continuing as a wholly-owned subsidiary of the Buyer, pursuant to the terms and subject to the conditions provided for in t
CO-PROMOTION AGREEMENTCo-Promotion Agreement • November 30th, 2016 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Co-Promotion Agreement (this “Agreement”) is entered into as of November 4, 2015 (the “Effective Date”), by and between Eagle Pharmaceuticals, Inc., a corporation organized under the laws of Delaware with offices at 50 Tice Blvd., Suite 315, Woodcliff Lake, NJ 07677 (“Eagle”) and Spectrum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware with offices at 11500 South Eastern Avenue, Suite 240, Henderson, Nevada 89052 (“Spectrum”). Each of Eagle and Spectrum is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
EAGLE PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April 11, 2013, by and among Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Convertible Preferred Stock listed on the Schedule of Investors attached hereto as Exhibit A (the “Series A Holders”), the holders of the Company’s Series B Convertible Preferred Stock listed on the Schedule of Investors attached hereto as Exhibit A (the “Series B Holders”), the holders of the Company’s Series B-1 Convertible Preferred Stock listed on the Schedule of Investors attached hereto as Exhibit A (the “Series B-1 Holders”), the holders of the Company’s Series C Convertible Preferred Stock listed on the Schedule of Investors attached hereto as Exhibit A (the “Series C Holders” and, collectively with the Series A Holders, the Series B Holders and the Series B-1 Holders, the “Investors”) and Scott L. Tarriff (the “Key Employee”).
EXCLUSIVE LICENSE AGREEMENT between EAGLE PHARMACEUTICALS, INC. and CEPHALON, INC. dated February 13, 2015Exclusive License Agreement • February 12th, 2016 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is entered into as of February 13, 2015 (the “Effective Date”) by and between Eagle Pharmaceuticals, Inc., a Delaware corporation (“Eagle”) and Cephalon, Inc., a Delaware corporation (“Cephalon”). Eagle and Cephalon are sometimes referred to herein, individually, as a “Party” or, collectively, as “Parties.”
SUPPLY AGREEMENTSupply Agreement • December 20th, 2013 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SUPPLY AGREEMENT (the “Agreement”), dated as of September 24, 2009 (the “Effective Date”), is made by and between EAGLE PHARMACEUTICALS, INC., a Delaware corporation (“Eagle”), and THE MEDICINES COMPANY, a Delaware corporation (“MDCO”). Eagle and MDCO may be referred to herein individually as a “Party” and together as the “Parties”.
EAGLE PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 6th, 2015 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between EAGLE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 4 TO DEVELOPMENT AND LICENSING AGREEMENTDevelopment and Licensing Agreement • August 11th, 2015 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 4 TO THE DEVELOPMENT AND LICENSING AGREEMENT (the “Amendment”) is made as of August 5, 2015 (the “Amendment Date”), by and between Eagle Pharmaceuticals, Inc. (“Eagle”), and SciDose LLC, (“SciDose”), and amends the June 12, 2007 Development and Licensing Agreement (the “Original Agreement”), by and between Eagle and SciDose. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to such terms in the Original Agreement, as previously amended.
August 2, 2016 Vincent Conklin President Lyotropic Therapeutics, Inc. 10962 Richardson Road Suite H Ashland, VA 23005 Re: Letter Agreement Regarding Royalty Payments Dear Vince:Eagle Pharmaceuticals, Inc. • March 15th, 2017 • Pharmaceutical preparations • New York
We refer to that certain License and Sublicense Agreement between Lyotropic Therapeutics, Inc. (“Lyotropic”) and Eagle Pharmaceuticals, Inc. (“Eagle”) dated October 16, 2008 (the “Eagle License Agreement”) and that certain License Agreement between Elan Pharma International Ltd. (“Elan”) and Lyotropic dated August 17, 2004 (the “Elan License Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Eagle License Agreement. This Letter Agreement shall become effective on the date of the last signature below (the “Effective Date”)
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • May 15th, 2015 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is hereby entered into and made effective on February 13, 2015 (the “Effective Date”) by and between Cephalon, Inc. (“Cephalon”) and Eagle Pharmaceuticals, Inc. (“Eagle”). Cephalon and Eagle are referred to herein individually as a “Party” and collectively, as the “Parties.”
LICENSE AGREEMENTLicense Agreement • November 30th, 2016 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”), dated as of October 13, 2015 (the “Effective Date”), is made by and between Eagle Pharmaceuticals, Inc., a Delaware corporation having its principal office at 50 Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677 (“Licensee”), and Teikoku Pharma USA, Inc., a California corporation having its principal office at 1718 Ringwood Avenue, San Jose, CA 95131 (“Teikoku”). Licensee and Teikoku are each sometimes referred to individually as a “Party” and together as the “Parties.”
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2024 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of February 29, 2024 by and among Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), in connection with that certain Third Amended and Restated Credit Agreement, dated as of November 1, 2022, by and among the Borrower, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2020 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement, dated as of January 7, 2020 (the “Agreement”), is by and between Tyme Technologies, Inc., a Delaware corporation with its principal offices at 17 State Street, 7th Floor, New York, NY 10004 (the “Company”), and Eagle Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 50 Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677 (the “Purchaser”).
December 21, 2023 VIA EMAIL Michael GravesEagle Pharmaceuticals, Inc. • December 22nd, 2023 • Pharmaceutical preparations
This agreement contains the terms of your position as Interim Principal Executive Officer of Eagle Pharmaceuticals, Inc. (the “Company”) and Interim Executive Chairman (the “Interim Executive Chair”) of the Board of Directors of the Company (the “Board”) with an effective date of November 27, 2023 (the “Effective Date”).
PRODUCT COLLABORATION AND LICENSE AGREEMENTProduct Collaboration and License Agreement • November 8th, 2017 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PRODUCT COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of September 19, 2017 (the “Effective Date”) by and between EAGLE PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 50 Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677, U.S. (“Eagle”) and SYMBIO PHARMACEUTICALS LIMITED, a corporation organized and existing under the laws of Japan and having a place of business at Toranomon 30 Mori Bldg., 3-2-2 Toranomon, Minato-ku, Tokyo 105-0001, Japan (“SymBio”). Eagle and SymBio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2014 • Eagle Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Employment Agreement (together with any Exhibits hereto, this “Agreement”) is entered into on this 8th day of March, 2007, and is made by and between Eagle Pharmaceuticals, Inc. (the “Company”) and Scott Tarriff (the “Executive”).
Executive Name] Re: Equity Award Vesting Acceleration Benefit Dear [Name]:Eagle Pharmaceuticals, Inc. • December 21st, 2015 • Pharmaceutical preparations
We are pleased to inform you that the Compensation Committee of the Board of Directors of Eagle Pharmaceuticals, Inc. (the “Company”) has approved a special vesting acceleration benefit for you, which is described in this letter agreement (the “Agreement”). The vesting acceleration benefit provided in this Agreement shall apply to each of your outstanding compensatory equity awards covering Company common stock, including stock options, restricted stock unit awards and other types of equity awards as applicable (collectively, the “Equity Awards”) awarded to you under the Company’s 2007 Incentive Compensation Plan, as amended (the “2007 Plan”) or the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and together with the 2007 Plan, the “Plans”). This Agreement amends the terms of the Equity Awards that have previously been granted to you and are currently outstanding and, unless otherwise provided by the Company at the time of grant, will also apply to any future Equity Awards that
March 8, 2024 Brian Cahill VIA EMAIL Dear Brian:Eagle Pharmaceuticals, Inc. • March 8th, 2024 • Pharmaceutical preparations
This letter sets forth the substance of the separation agreement (the “Agreement”) that Eagle Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
