EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • New Hampshire
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 11, 2008 by and between CPEX Pharmaceuticals. Inc., a Delaware corporation (the “Employer” or “CPEX”), and Robert P. Hebert (the “Employee”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of [ ], 2008Separation and Distribution Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of [ ], 2008, is entered into by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.
TAX SHARING AGREEMENTTax Sharing Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Tax Sharing Agreement (this “Agreement”) is entered into as of [•], 2008 between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Bentley (“CPEX” and together with Bentley, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Bentley and CPEX (the “Separation Agreement”).
LICENSE AGREEMENTLicense Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT is made as of the 31st day of May, 2000 by and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation, with offices at 65 Lafayette Road, 3rd Floor, North Hampton, New Hampshire 03862-2403 (hereinafter, “BENTLEY” or “Licensor”), and AUXILIUM A2, INC., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, Suite D-5, East Norriton, Pennsylvania 19401 (hereinafter, “AUXILIUM” or” Licensee”). BENTLEY and AUXILIUM may be referred to as a “Party” or, collectively, as “Parties.”
Asset Purchase Agreement Between BENTLEY PHARMACEUTICALS, INC. And YUNGTAI HSU DATED FEBRUARY 1, 1999 EFFECTIVE AS OF DECEMBER 31, 1998Asset Purchase Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated February 1, 1999 made and entered into effective as of December 31, 1998 between YUNGTAI HSU, in his personal capacity (“Seller”) and BENTLEY PHARMACEUTICAL, INC., a Florida corporation (“Purchaser”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of [ ], 2008Employee Matters Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2008, by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”). Each of Bentley and CPEX is herein referred to as a “Party” and collectively, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of [ ], 2008Transition Services Agreement • April 11th, 2008 • CPEX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [ ], 2008, by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”), each a “Party” and together, the “Parties”.
