NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 11th, 2015 • Depomed Inc • Pharmaceutical preparations • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2015, is made and entered into by and between, DEPOMED, INC., a California corporation, the purchasers party hereto from time to time, and DEERFIELD PRIVATE DESIGN FUND III, L.P., as collateral agent.
SUPPLY AGREEMENTSupply Agreement • May 11th, 2015 • Depomed Inc • Pharmaceutical preparations
THIS SUPPLY AGREEMENT (this “Agreement”) is made as of April 2, 2015 (the “Effective Date”), by and between Noramco, Inc., a Georgia corporation, with offices at [***] (“Noramco”) and Depomed, Inc., a California corporation located at 7999 Gateway Boulevard, Suite 300, Newark, California 94560 (hereinafter referred to as “Purchaser”). Noramco and Purchaser may be referred to herein as a “Party” or “Parties” as the context may require.
TRANSITIONAL SUPPLY AGREEMENT between Janssen Ortho LLC, Janssen Pharmaceuticals, Inc. and Depomed, Inc. DATED AS OF April 2, 2015Transitional Supply Agreement • May 11th, 2015 • Depomed Inc • Pharmaceutical preparations
THIS TRANSITIONAL SUPPLY AGREEMENT (this “Supply Agreement”) is made as of April 2, 2015 (the “Effective Date”) by and among Janssen Ortho LLC, a Delaware limited liability company located at Bo. Mamey, Carr. 933 Km 0., Gurabo, Puerto Rico 00778-9629, United States, Janssen Pharmaceuticals, Inc. (individually referred to as “Seller” and, together with Janssen Ortho LLC, “Manufacturer”), a Pennsylvania corporation located at 1125 Trenton-Harbourton Road, Titusville, NJ 08560 and Depomed, Inc. (the “Purchaser”), a California corporation located at 7999 Gateway Boulevard, Suite 300, Newark, CA 94560. Manufacturer and Purchaser are individually referred to as a “Party” and collectively as the “Parties,” as the context may require.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 11th, 2015 • Depomed Inc • Pharmaceutical preparations • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 2nd day of April, 2015 (this “Agreement”), is made by DEPOMED, INC., a California corporation (the “Borrower”), by DEPO NF SUB, LLC, a Delaware limited liability company and a Subsidiary of the Borrower (“Acquisition Subsidiary”), and by each Subsidiary of the Borrower that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit C (a “Pledgor Accession”; such Subsidiaries, collectively, together with the Borrower and the Acquisition Subsidiary, the “Pledgors”), in favor of DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as Collateral Agent for the Purchasers party to the Note Purchase Agreement referred to below (in such capacity, the “Collateral Agent”), for the benefit of the Secured Parties (as hereinafter defined). Except as otherwise provided herein, capitalized terms used but not defined herein have the meanings given to them in the Note Purchase Agreement
ASSIGNMENT AND CONSENT AGREEMENTLicense Agreement • May 11th, 2015 • Depomed Inc • Pharmaceutical preparations
THIS ASSIGNMENT AND CONSENT AGREEMENT (this “Assignment Agreement”) is entered into this 13th day of January, 2015 (the “Execution Date”) by and between
