Sale and Purchase Agreement by and between Fidia Farmaceutici S.p.A. as seller and Anika Therapeutics Inc. as buyerSale and Purchase Agreement • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
Exhibit A Powers of the Seller. Exhibit B Powers of the Buyer. Exhibit 1.03(I) Amendments to Existing Product Agreements. Exhibit 1.03(II) Final drafts of the Commercial Agreements. Exhibit 1.03(III) Company’s Receivables. Exhibit 1.03(IV) Executed copy of the Escrow Agreement. Exhibit 1.03(V) Financial statements for the years ended on December 31, 2007 and December 31, 2008. Exhibit 1.03(VI) Interim Financial Statements. Exhibit 1.03(VII) Registration Rights Agreement. Exhibit 1.03(VIII) Seller’s Receivables. Exhibit 2.03(a)(ii) Executed copies of (i) product registration transfer agreement and (ii) trademark transfer agreements. Exhibit 2.03(a)(v) Deed of Transfer. Exhibit 2.04(b) New Board of Directors. Exhibit 3.02 Bank account details. Exhibit 4.01 Estimated Closing Balance Sheet and Estimated Net Working Capital. Exhibit 4.02 Table related to (i) the Closing Balance Sheet and (ii) the Closing Net Working Capital. Exhibit 9.05 Assumed Obligations. Exhibit 9.15 Insurances.
CONSENT AND FIRST AMENDMENTConsent and First • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
CONSENT AND FIRST AMENDMENT dated as of December 30, 2009 (this “Amendment”) by and among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (“Borrower”); ANIKA SECURITIES, INC., a Massachusetts securities corporation (“Anika Securities”); each lender signatory hereto (collectively, the “Lenders” and individually, a “Lender”); and BANK OF AMERICA, N.A., as Administrative Agent (as such term is defined in the Credit Agreement referred to below).
FIDIA FARMACEUTICI S.P.A. AND FIDIA ADVANCED BIOPOLYMERS S.R.L. TOLLING AGREEMENTFidia Farmaceutici • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
The Manufacturer is in the business of manufacturing pharmaceutical and medical device products, and the Manufacturer represents that it has the necessary expertise, experience, authorizations, personnel and facilities to manufacture such products;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of December 30, 2009 between ANIKA THERAPEUTICS INC., a company incorporated under the laws of the Commonwealth of Massachusetts (the “Company”) and FIDIA FARMACEUTICI S.P.A., a company incorporated under the laws of Italy (the “Investor”).
FIDIA FARMACEUTICI S.PA. and FIDIA ADVANCED BIOPOLYMERS S.R.L. LEASE AGREEMENTLease Agreement • January 6th, 2010 • Anika Therapeutics Inc • Surgical & medical instruments & apparatus
Fidia Farmaceutici S.p.A., an Italian limited liability company with registered office in Via Ponte della Fabbrica 3A, Abano Terme (PD), Italy (“Fidia” or the “Lessor”)
