UNITED STATES LICENSE AND COLLABORATION AGREEMENT by and between TRANSCEPT PHARMACEUTICALS, INC. and PURDUE PHARMACEUTICAL PRODUCTS L.P.United States License and Collaboration Agreement • November 16th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations
THIS UNITED STATES LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into as of the 31st day of July, 2009 (the “Effective Date”) by and between TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation having its principal offices at 1003 W. Cutting Blvd, Suite #110, Pt. Richmond, California 94804 (“Transcept”), and PURDUE PHARMACEUTICAL PRODUCTS L.P., a Delaware limited partnership having a place of business at One Stamford Forum, 201 Tresser Boulevard, Stamford, Connecticut 06901-3431 (“Purdue”). Transcept and Purdue are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT #2 TO SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • November 16th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amendment #2 (hereinafter referred to as this “Amendment”), dated as of the 30th day of July, 2009 (the “Amendment Date”), is made by and between SPI Pharma, Inc., a Delaware corporation with its principal offices at Rockwood Office Park, 503 Carr Road, Wilmington, Delaware 19809 (hereinafter referred to as “Supplier”), and Pivot Acquisition, Inc., a Delaware corporation formerly known as Transcept Pharmaceuticals, Inc. (hereinafter referred to as “Purchaser”) and a wholly-owned subsidiary of Transcept Pharmaceuticals, Inc. (a publicly-traded Delaware corporation hereinafter referred to as “Transcept”) with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804. Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT #2 TO PATHEON MANUFACTURING SERVICES AGREEMENTPatheon Manufacturing Services Agreement • November 16th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment #2 (hereinafter referred to as this “Amendment”), dated as of the 29th day of July, 2009 (the “Amendment Date”), is made by and between Patheon Inc., a corporation existing under the laws of Canada (“Patheon Canada”), Patheon Pharmaceuticals Inc., a corporation existing under the laws of Delaware (hereinafter referred to as “Patheon”), and Pivot Acquisition, Inc., a Delaware corporation formerly known as Transcept Pharmaceuticals, Inc. (hereinafter referred to as “Client”) and a wholly-owned subsidiary of Transcept Pharmaceuticals, Inc. (a publicly-traded Delaware corporation hereinafter referred to as “Transcept”). Patheon Canada, Patheon and Client are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
FIRST AMENDMENT PLANTEX SUPPLY AGREEMENTPlantex Supply Agreement • November 16th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This First Amendment (hereinafter referred to as this “Amendment”), dated as of the 31st day of July, 2009 (the “Amendment Date”), is made by and between Plantex USA, Inc., a corporation with its principal offices at 2 University Plaza, Suite 305, Hackensack, NJ 07601 (hereinafter referred to as “Supplier”), and Pivot Acquisition, Inc., a Delaware corporation formerly known as Transcept Pharmaceuticals, Inc. (hereinafter referred to as “Purchaser”) and a wholly-owned subsidiary of Transcept Pharmaceuticals, Inc. (a publicly-traded Delaware corporation hereinafter referred to as “Transcept”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT #1 TO SUPPLY AGREEMENTSupply Agreement • November 16th, 2009 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amendment #1 (hereinafter referred to as this “Amendment”), dated as of the 30th day of July, 2009 (the “Amendment Date”), is made by and between SPI Pharma, Inc., a Delaware corporation with its principal offices at Rockwood Office Park, 503 Carr Road, Wilmington, Delaware 19809 (hereinafter referred to as “Supplier”), and Pivot Acquisition, Inc., a Delaware corporation formerly known as Transcept Pharmaceuticals, Inc. (hereinafter referred to as “Purchaser”) and a wholly-owned subsidiary of Transcept Pharmaceuticals, Inc. (a publicly-traded Delaware corporation hereinafter referred to as “Transcept”) with its principal offices at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804. Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
Purdue Pharmaceutical Products L.P. One Stamford Forum Stamford, CT 06901Transcept Pharmaceuticals Inc • November 16th, 2009 • Pharmaceutical preparations • New York
This letter agreement sets out the understanding of the undersigned concerning a proposed license agreement between Purdue Pharmaceutical Products L.P. or one of its affiliates (“Purdue”) and Transcept Pharmaceuticals, Inc. (“Transcept”), under which Purdue would receive an exclusive license to seek regulatory approval of and commercialize Intermezzo® in the territory of Mexico (the “Proposed Transaction”). Transcept has agreed to grant Purdue (i) the exclusive right to review, study and determine, in Purdue’s sole discretion, the feasibility of developing and commercializing Intermezzo® in Mexico, and (ii) the exclusive option to negotiate the Proposed Transaction with Transcept ((i) and (ii) collectively, the “Option”), subject to the terms and conditions set forth below.
