LICENSE AGREEMENTLicense Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
This License Agreement is entered into as of the Effective Date by and between Insmed Incorporated, a Virginia corporation with its principal office located at 4851 Lake Brook Dr., Glen Allen, VA 23060 (“Insmed”) and Napo Pharmaceuticals, Inc., a Delaware corporation, with its principal office located at 1170 Veterans Blvd., Suite 244, South San Francisco, California 94080 USA (“Napo”). Hereinafter, Napo and Insmed shall be referred to jointly as the “Parties”.
FORM OF WARRANTJaguar Animal Health, Inc. • May 26th, 2017 • Pharmaceutical preparations • California
FOR VALUE RECEIVED, NAPO PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation” or the “Company”), hereby grants to , or registered assigns (“Holder” and together with the Company, the “Parties”), the right to purchase from the Corporation (“Warrant”), shares of the Common Stock of the Corporation (the “Warrant Shares”), subject to the following terms and conditions:
STRATEGIC MARKETING ALLIANCE AGREEMENTMarketing Alliance Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New Jersey
This Strategic Marketing Alliance Agreement (this “Agreement”) is made as of this day of March, 2016 (the “Effective Date”), by and between Napo Pharmaceuticals, Inc., a Delaware corporation, and its successors and assigns (collectively, “Napo”) and SmartPharma, LLC, a New Jersey limited liability company (“SP”) (each of Napo and SP may be referred to as a “Party” and, collectively, the “Parties”).
FIRST AMENDMENT TO SETTLEMENT, TERMINATION, ASSET TRANSFER AND TRANSITION AGREEMENTAsset Transfer and Transition Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This First Amendment (this “Amendment”) to Settlement, Termination, Asset Transfer and Transition Agreement is made and entered into as of May 10, 2016 (the “Amendment Effective Date”) between Napo Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 201 Mission Street, Suite 2375, San Francisco, California 94105 (“Napo”) and Salix Pharmaceuticals, Inc., a California corporation having its principal place of business at 400 Somerset Corporate Blvd., Bridgewater, New Jersey 08807 (“Salix”). Napo and Salix may be referred to herein as a “Party” or, collectively, as “Parties.”
FORM OF NOTE EXCHANGE & WARRANT RENEWAL, EXTENSION AND PURCHASE AGREEMENTPurchase Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • California
THIS NOTE EXCHANGE & WARRANT PURCHASE AGREEMENT (the “Agreement”) is made effective and dated as of April 30, 2014 (the “Effective Date”), by and between Napo Pharmaceuticals, Inc., a Delaware corporation (the “Corporation” or the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor”).
PROJECT AGREEMENTProject Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Project Agreement (the “Project Agreement” or “PA”) is made as of February 27th, 2017 (the “Effective Date”), by and between Alamo Pharma Services, Inc. (“Alamo”), a Delaware corporation with offices at 77 North Broad Street, Doylestown, Pennsylvania 18901 and Napo Pharmaceuticals, Inc. (“Client”), a Delaware corporation with its principal place of business at 201 Mission Street, Ste. 2375, San Francisco, California 94105. Alamo and Client may each be referred to herein individually as a “Party” and collectively as the “Parties.” Client may also be referred to as “Client.”
FORM OF FIRST AMENDMENT TO NOTE EXCHANGE & WARRANT RENEWAL, EXTENSION AND PURCHASE AGREEMENTExtension and Purchase Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO NOTE EXCHANGE & WARRANT RENEWAL, EXTENSION AND PURCHASE AGREEMENT (this “Amendment”) is made effective and dated as of October 10, 2014 (the “Effective Date”), by and between Napo Pharmaceuticals, Inc., a Delaware corporation (the “Corporation” or the “Company”), and the investor whose name and signature are set forth on the signature page to this Amendment (the “Investor”).
SETTLEMENT AGREEMENTSettlement Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This SETTLEMENT AGREEMENT (the “Settlement Agreement”) is by and between GLENMARK PHARMACEUTICALS LTD. (“Glenmark”), on the one hand, and NAPO PHARMACEUTICALS, INC. (“Napo”), on the other hand. Glenmark and Napo are together referred to herein as the “Parties.”
INVESTMENT RIGHTS AGREEMENTInvestment Rights Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
COLLABORATION AGREEMENTCollaboration Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
This Collaboration Agreement is entered into this 2nd day of July, 2005 by and between Glenmark Pharmaceuticals Ltd., a corporation organized under the laws of India and headquartered at B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai-400 026, India (“Glenmark”), and Napo Pharmaceuticals, Inc., a Delaware corporation, headquartered at 1170 Veterans Blvd., Suite 244, South San Francisco, California 94080, USA (“Napo”). Glenmark and Napo may be referred to each as a “Party” and may be referred to, collectively, as the “Parties”.
AMENDMENT AGREEMENTAmendment Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
This Amendment Agreement dated January 25, 2011 (this “Amendment Agreement”) to the Investment Agreement dated April 20, 2006 is hereby executed:
Master Manufacturing Services Agreement May 21, 2013Master Manufacturing Services Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • 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:
PROJECT AGREEMENTProject Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Project Agreement (the “Project Agreement” or “PA”) is made as of February 13, 2017 (the “Effective Date”), by and between Alamo Pharma Services, Inc. (“Alamo”), a Delaware corporation with offices at 77 North Broad Street, Doylestown, Pennsylvania 18901 and Mission Pharmacal Company (“Mission”), a Texas corporation with its principal place of business located at 10999 IH 10 West, Ste. 1000, San Antonio, Texas 78230, and Napo Pharmaceuticals, Inc., a Delaware corporation with offices at 201 Mission Street, Ste. 2375, San Francisco, California 94105 (“Client”). Alamo, Mission, and Client may each be referred to herein individually as a “Party” and collectively as the “Parties.” Client may also be referred to as “Client.”
QUALITY AGREEMENT Commercial Product Between Salix Pharmaceuticals Inc., a corporation existing under the laws of the State of California (“Client”) -and- PATHEON PHARMACEUTICALS INC., a corporation existing under the laws of the State of Delaware,...Quality Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
MARKETING AND DISTRIBUTION AGREEMENTMarketing and Distribution Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Texas
This MARKETING AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of April 14, 2016 (the “Effective Date”), by and among Napo Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 301 Main Street # 30G, San Francisco, California 94105 (“Napo”), and BexR Logistix, LLC, a Texas limited liability company (“BexR”) with its principal place of business at 10999 Interstate Highway 10 West, Suite 1000, San Antonio, TX 78230-1355. (Napo and BexR are also sometimes referred to herein as the “parties” or individually as a “party”).
Crofelemer Product Agreement (Includes Schedules A to D)Product Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
This Product Agreement (this “Product Agreement”) is issued under the Master Manufacturing Services Agreement dated May 21, 2013 between Patheon Pharmaceuticals Inc., and Salix Pharmaceuticals, Inc., (the “Master Agreement”), and is entered into May 21, 2013 (the “Product Effective Date”), between Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State of Delaware, having a principal place of business at 2110 East Galbraith Road, Cincinnati, OH 45237-1625 (“Patheon Party”) and Salix Pharmaceuticals, Inc., a corporation existing under the laws of the State of California, having a principal place of business at 8510 Colonnade Center Drive, Raleigh, NC, 27615 (“Client Party”).
MASTER SERVICE AGREEMENTMaster Service Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Master Service Agreement (this “Agreement”) made as of February 13, 2017 (the “Effective Date”) by and between Alamo Pharma Services, Inc., a Delaware corporation with offices at 77 N. Broad Street, Doylestown, PA 18901 (“Alamo”), and Napo Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 201 Mission Street, Ste. 2375, San Francisco, California 94105 (“Client”). Alamo and Client may each be referred to herein as a “Party” and collectively, the “Parties.”
INVESTMENT RIGHTS AGREEMENTInvestment Rights Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
ALLIANCE AGREEMENTAlliance Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Alliance Agreement is entered into this 23 day of May, 2005 by and among AsiaPharm Investment Limited, a corporation headquartered at No. 9 Baoyuan Road, Laishan District, Yantai, Shandong, Peoples Republic of China 264003, and organized under the laws of Bermuda and its Affiliates, including specifically Shandong Luye Pharmaceutical Co. Ltd., organized under the laws of Peoples Republic of China (collectively, “Developer”) and Napo Pharmaceuticals, Inc., a Delaware corporation, headquartered at 1170 Veterans Blvd., Suite 244, South San Francisco, California 94080 USA (“Licensor”).
FINDER’S AGREEMENTS Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Finder’s Agreement is entered into this 9th day of April, 2010 by and among Luye Pharma Group Limited, a corporation headquartered at 137 Telok Ayer Street #05-05, Singapore 068602 and organized under the laws of Bermuda and its Affiliates, including specifically Shandong Luye Pharmaceutical Co. Ltd., headquartered at No. 9 Baoyuan Road, Laishan District, Yantai, Shandong, Peoples Republic of China 264003, organized under the laws of Peoples Republic of China (collectively, “Luye”) on the one hand and Napo Pharmaceuticals, Inc., a Delaware corporation, headquartered at 185 Berry Street, Suite 1300, China Basin Building, San Francisco, California 94107 USA (“Napo”) on the other hand.
