Osmotica Pharmaceuticals plc UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Distribution and Supply Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
This Distribution and Supply Agreement (the “Agreement”) is entered into as of June 28, 2011 (the “Effective Date”) by and between Cipher Pharmaceuticals Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 4P1, and Vertical Pharmaceuticals Inc. (“Distributor”), a corporation organized under the laws of the state of New Jersey with an address at 2400 Main Street, Suite 6, Sayreville, New Jersey 08872. Unless otherwise specified, all capitalized terms shall have the meaning specified in Article 1 herein.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCK PURCHASE AGREEMENT by and among the...Stock Purchase Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT is made and entered into and effective as of October 24, 2017, by and among Nephron Pharmaceuticals Corporation (“NPC”), Point Guard Partners, LLC, VOOM LLC, Tom Riedhammer, Avery Family Trust, and Vision Quest Holdings, LLC, collectively, the shareholders of REVITALID, INC., a Delaware corporation (herein the “Company”), the “Sellers”; and OSMOTICA PHARMACEUTICAL CORP, a Delaware corporation (the “Buyer”); each of which is a “Party” and all together the “Parties”.
SHAREHOLDERS AGREEMENT DATED AS OF AMONG OSMOTICA PHARMACEUTICALS PLC ACP HOLDCO (OFFSHORE), L.P. ACP III AIV, L.P. ALTCHEM LIMITED ORBIT CO-INVEST A-I LLC ORBIT CO-INVEST 1 LLC ORBIT CO-INVEST II LLC ORBIT CO-INVEST III LLC AND THE MANAGEMENT...Shareholders Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, is entered into by and among Osmotica Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland with registration number 607944 and registered office at 25-28 North Wall Quay, Dublin 1, Ireland (together with its successors, the “Company”), ACP Holdco (Offshore), L.P., a Bermuda exempted limited partnership (“ACP Offshore”), ACP III AIV, L.P., a Bermuda exempted limited partnership (the “VCOC”, and together with ACP Offshore, the “Avista Shareholder”), Altchem Limited (the “Altchem Shareholder”), and each of Altchem, on the one hand, and the Avista Shareholder, collectively, on the other hand, a “Sponsor”), Orbit Co-Invest A-I LLC, a Delaware LLC (“Orbit A-1”), Orbit Co-Invest I LLC, a Delaware LLC (“Orbit 1”), Orbit Co-Invest II LLC, a Delaware LLC (“Orbit 2”) and Orbit Co-Invest III, LLC (“Orbit 3”, and together with Orbit A-1, Orbit 1 and Orbit 2, the “Co-Invest Vehicles”), the individu
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE, SUPPLY, MARKETING, DISTRIBUTION AND...Quality Assurance Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This License, Supply, Marketing, Distribution and Collaboration Agreement (hereinafter called the “Agreement”) is made and entered into as of November 24, 2003 (hereinafter “Date of Agreement”) by and between Orion Corporation, a company duly organized and existing under the laws of Finland and having its principal offices at Orionintie 1, (P.O. Box 65), 02200 Espoo, Finland (hereinafter “Orion”), and Upsher-Smith Laboratories, Inc., a company duly organized and existing under the laws of Minnesota and having its principal office at 6701 Evenstad Drive, Maple Grove, Minnesota, USA (hereinafter “USL”). Orion and USL may also be described individually as “Party” or collectively as “Parties”.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TABLETS MARKETING RIGHTS AGREEMENTTablets Marketing Rights Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This TABLETS MARKETING RIGHTS AGREEMENT (the “Agreement”) is dated March 10, 2010 (the “Effective Date” as that term is defined in Section 1.6 below), by and between Argent Development Group, LLC, a California limited liability company with mailing address of P.O. Box 4531, Mountain View, CA 94040 (“Argent”), and Vertical Pharmaceuticals, Inc., a New Jersey corporation with offices at 2400 Main Street Extension, Suite 6, Sayreville, New Jersey 08872 (“Vertical”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Master Manufacturing Services Agreement August 21,...Product Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration {the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 3 to DISTRIBUTION AND SUPPLY...Distribution and Supply Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
This Amendment No. 3 (the “Third Amendment) to the Distribution and Supply Agreement (the “Agreement”) is entered into as of the 1st day of January, 2015 (the “Effective Date”) by and between Cipher Pharmaceuticals, Inc. (“Cipher”), an Ontario corporation located at 5650 Tomken Road, Unit 16, Mississauga Ontario 14W 4P1, Canada, and Vertical Pharmaceuticals, LLC, as successor to Vertical Pharmaceuticals, Inc. (“Distributor”), a Delaware limited liability company with an address at 2500 Main Street Extension, Suite 6, Sayreville, New Jersey 08872, each individually a “Party” and together the “Parties.”. Unless otherwise defined herein, all capitalized terms shall have the meaning specified in the Agreement.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. METHYLPHENIDATE SUPPLY AGREEMENTMethylphenidate Supply Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This Methylphenidate Supply Agreement (this “Agreement”) is made as of the 16th day of March, 2017 (“Effective Date”), by and between Mallinckrodt LLC, a Delaware limited liability company having a place of business at 675 McDonnell Boulevard, Hazelwood, MO 63042 (“Mallinckrodt”) and Osmotica Kereskedelmi es Szolgalato Kft, a Hungarian corporation located at Berlini u. 47-49, Budapest, 1045- Hungary (“Osm Kft”), and, solely for purposes of Section 11.15, Osmotica Pharmaceutical Corporation, a Delaware corporation located at 895 Sawyer Road, Marietta, GA 30062 (“Osmotica”). Osm Kft and Mallinckrodt may be referred to each individually as a “Party” or collectively as the “Parties.”
2016 EQUITY INCENTIVE PLAN OPTION GRANT AWARD AGREEMENTThis Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is made as of (the “Grant Date”), between Osmotica Holdings S.C.Sp., a Luxembourg special limited partnership (the “Partnership”), and (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Osmotica Holdings S.C.Sp. 2016 Equity Incentive Plan (the “Plan”).
OSMOTICA PHARMACEUTICALS PLC 2018 INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Osmotica Pharmaceuticals plc 2018 Incentive Plan (as from time to time amended and in effect, the “Plan”).
