Bradley Pharmaceuticals Inc Sample Contracts

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Agreement and Plan of Merger • October 30th, 2007 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
EXECUTION VERSION ------------------------------------------------------------- ------------------- AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 17th, 2005 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.28 LOAN AND SECURITY AGREEMENT between BRADLEY PHARMACEUTICALS, INC.
Loan and Security Agreement • December 2nd, 2002 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations
ASSIGNMENT, SECURITY AGREEMENT AND MORTGAGE - TRADEMARKS AND PATENTS ---------------------
Security Agreement • October 15th, 1997 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
GUARANTY
Guaranty • October 30th, 2007 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT A ---------
Bradley Pharmaceuticals Inc • October 15th, 1997 • Pharmaceutical preparations • New Jersey
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2003 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 24, 2003, by and between Bradley Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and Raymond James & Associates, Inc. (collectively, the “Initial Purchasers”), for whom UBS Securities LLC is acting as representative, pursuant to that certain Purchase Agreement, dated as of July 18, 2003 (the “Purchase Agreement”) between the Company and the Initial Purchasers.

3,700,000 Shares BRADLEY PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT December , 2003
Bradley Pharmaceuticals Inc • December 5th, 2003 • Pharmaceutical preparations • New York

This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be entered into by the Company, as issuer, and Raymond James & Associates, Inc., the representative (the "Representative") of certain underwriters (the "Underwriters") to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $0.01 per share, of the Company (the "Shares"), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333-110312 (the "Registration Statement"), as filed with the Securities and Exchange Commission on November 7, 2003 (the "Offering").

EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2005 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey

This Agreement, between Bradley Pharmaceuticals, Inc., a Delaware corporation with principal executive offices located at 383 Route 46 West, Fairfield, New Jersey 07004 (the “Company”), and Alan Goldstein (“Employee”), is made and entered into as of this 6th day of December, 2005 (the “Effective Date”).

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [***], HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE SUBLICENSE AGREEMENT
Exclusive Sublicense Agreement • March 14th, 2007 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • Illinois

This AGREEMENT (“Agreement”), dated November 7, 2006 (the “Effective Date”), is made by and between BioSante Pharmaceuticals, Inc., 111 Barclay Boulevard, Lincolnshire, IL 60069 (“BPA”), and Bradley Pharmaceuticals, Inc., 383 Route 46 West, Fairfield, New Jersey 07004-2402 (“Company”).

BRADLEY LETTERHEAD]
Bradley Pharmaceuticals Inc • January 17th, 2008 • Pharmaceutical preparations

As you are aware, Bradley has entered into a merger agreement with Phase Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Nycomed US Inc. (“Nycomed”). Pursuant to the terms of the merger agreement, each outstanding share of Bradley common stock will be converted into the right to receive $20.00 in cash.

Contract
Bradley Pharmaceuticals Inc • August 14th, 2003 • Pharmaceutical preparations • New York

Exhibit 4.1.1 BRADLEY PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Trustee _____________________________ FIRST SUPPLEMENTAL INDENTURE Dated as of July 24, 2003 _____________________________ 4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2013 FIRST SUPPLEMENTAL INDENTURE, dated as of July 24, 2003 (the “First Supplemental Indenture”), between BRADLEY PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee (herein called the “Trustee”). WHEREAS, the Company and the Trustee have entered into an Indenture dated as of June 11, 2003 (the “Indenture”) relating to the Company's 4% Convertible Senior Subordinated Notes due 2003 (the “Notes”); WHEREAS, the Company desires to increase the aggregate principal amount of Notes issuable pursuant to the Indenture by $4,000,000, such that an aggregate of $37,000,000 in aggregate principal amount of Notes are issuable pursuant to the Indenture; and WHEREAS,

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • March 14th, 2005 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • Ohio

This Distribution Services Agreement (“Agreement”) is entered into as of March 9, 2005 (“Execution Date”) by and between Bradley Pharmaceuticals, Inc., a Delaware corporation with its principal place of business located at 383 Route 46 West, Fairfield, New Jersey 07004 (“Customer”), and Cardinal Health* with its principal place of business located at 7000 Cardinal Place, Dublin, Ohio 43017 (“Service Supplier”).

FORBEARANCE AGREEMENT
Forbearance Agreement • March 22nd, 2005 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York

This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 22, 2005 (the “Closing Date”), between and among Bradley Pharmaceuticals, Inc., as Borrower (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors (the “Guarantors”) and Wachovia Bank, National Association, as Administrative Agent (in such capacity, the “Agent”) for and on behalf of the various financial institutions from time to time party to the Credit Agreement referenced below (the “Lenders”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement (as defined below).

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LICENSING AND DISTRIBUTION AGREEMENT by and between BRADLEY PHARMACEUTICALS, INC. and PAR PHARMACEUTICAL, INC. DOXYCYCLINE MONOHYDRATE DECEMBER 13, 2005
Licensing and Distribution Agreement • December 19th, 2005 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York

This LICENSING AND DISTRIBUTION AGREEMENT (this “Agreement”), dated December 13, 2005, by and between BRADLEY PHARMACEUTICALS, INC., a Delaware corporation with an address at 383 Route 46 West, Fairfield, New Jersey (“Bradley”), and PAR PHARMACEUTICAL, INC., a Delaware corporation with an address at One Ram Ridge Road, Spring Valley, New York (“Par”).

CONFIDENTIAL TREATMENT REQUESTED BY BRADLEY PHARMACEUTICALS, INC. AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • November 8th, 2007 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations

This amendment (“Amendment”) dated as of August 1, 2007 is entered into by and between Bradley Pharmaceuticals, Inc., a Delaware corporation with its principal place of business located at 383 Route 46 West, Fairfield, New Jersey 07004 (“Customer”), and Cardinal Health, with its principal place of business located at 7000 Cardinal Place, Dublin OH 43017 (“Service Supplier”).

Addendum Agreement
Addendum Agreement • November 9th, 2004 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations

This Addendum Agreement is made this 28 day of December 2000, between Bioglan Pharma PLC of 5, Hunting Gate, Hitchin, Hertfordshire SG4 OTJ (“Bioglan”) and Jagotec AG of Eptingerstrasse 51, CH-4132 Muttenz, Switzerland (“Jago”).

THIRD AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2004 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Third Amendment to Distribution Agreement (this “Amendment”), dated as of April 13th, 2004, is by and between Par Pharmaceutical, Inc., a Delaware corporation (successor by merger to Par Pharmaceutical, Inc., a New Jersey corporation) (“Par”), and Quintiles Ireland Limited, a company incorporated in the Republics of Ireland (“Quintiles”).

Contract
Bradley Pharmaceuticals Inc • November 9th, 2004 • Pharmaceutical preparations • England and Wales

Confidential portions of this document have been omitted and filed separately with the Commission. The omitted portions have been marked as follows: “***”.

COLLABORATION AND LICENSE AGREEMENT between MediGene AG a public corporation under the laws of the Federal Republic of Germany and Bradley Pharmaceuticals, Inc. a corporation under the laws of Delaware, U.S.A.
Collaboration and License Agreement • February 3rd, 2006 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations

THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), dated as of January 30, 2006 (the “Effective Date”), is made by and between MediGene AG, a German public corporation having its principal place of business at Lochhamer Strasse 11, 82152 Planegg/Martinsried, Germany (“MediGene”), and Bradley Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having a place of business at 383 Route 46 West, Fairfield, New Jersey 07004-2402, USA (“Bradley”). All capitalized terms used, and not otherwise defined, herein, shall have the meanings assigned thereto in Section 1.

Exhibit 10.30 ACQUISITION PROMISSORY NOTE Bradley Pharmaceuticals, Inc. Doak Dermatologics, Inc. 383 Route 46 West Fairfield, New Jersey 07004 (Hereinafter referred to individually and collectively, as "Borrower") Wachovia Bank, National Association...
Bradley Pharmaceuticals Inc • December 2nd, 2002 • Pharmaceutical preparations

Bradley Pharmaceuticals, Inc. Doak Dermatologics, Inc. 383 Route 46 West Fairfield, New Jersey 07004 (Hereinafter referred to individually and collectively, as "Borrower")

McKesson Corporation Core Distribution Agreement
Bradley Pharmaceuticals Inc • September 12th, 2005 • Pharmaceutical preparations • California

This agreement (“Agreement”), entered into on, September 7, 2005, is between McKesson Corporation (“McKesson”), a pharmaceutical distributor, and Bradley Pharmaceuticals, Inc. (“Manufacturer”), a pharmaceutical manufacturer.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • May 19th, 2006 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of May 15, 2006 (this “Amendment”), is by and among BRADLEY PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

ASSIGNMENT, SECURITY AGREEMENT AND MORTGAGE TRADEMARKS ------------------------
Assignment, Security Agreement • October 15th, 1997 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
CONFIDENTIAL TREATMENT REQUESTED BY BRADLEY PHARMACEUTICALS, INC. AMENDMENT, EXTENSION AND NOVATION OF CORE DISTRIBUTION AGREEMENT BY AND BETWEEN MCKESSON CORPORATION AND BRADLEY PHARMACEUTICALS, INC.
Bradley Pharmaceuticals Inc • November 8th, 2007 • Pharmaceutical preparations

This Agreement is entered into on the last date signed below (the “Effective Date”), by and between BRADLEY PHARMACEUTICALS, INC. (“Bradley”) and MCKESSON CORPORATION (“McKesson”).

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 12th, 2004 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT (this “Amendment”) to the Asset Purchase Agreement (the “Agreement”) dated June 8, 2004, by and among Quintiles Bermuda Ltd., a Bermuda-registered company (“QBermuda”), Quintiles Ireland Limited, a company incorporated in the Republic of Ireland (“QIreland”), Bioglan Pharmaceuticals Company, a North Carolina corporation (“Bioglan”), and Bradley Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), is made and dated as of the 10th day of August, 2004. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Agreement.

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT and FIRST AMENDMENT TO ASSIGNMENT OF DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2004 • Bradley Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Second Amendment to the Distribution Agreement and First Amendment to the Assignment of Distribution Agreement (this “Amendment”), dated as of September 11, 2003, is by and between Par Pharmaceutical, Inc., a Delaware corporation (successor by merger to Par Pharmaceutical, Inc., a New Jersey corporation) (“Par”), and Quintiles Ireland Limited, a company incorporated in the Republic of Ireland (“Quintiles”).

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