STOCK PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC., TALON THERAPEUTICS, INC. and EAGLE ACQUISITION MERGER SUB, INC. July 16, 2013Stock Purchase Agreement • July 19th, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 16, 2013, by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Talon Therapeutics, Inc., a Delaware corporation (the “Company”), and Eagle Acquisition Merger Sub, Inc., a Delaware corporation (“Purchaser”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 19th, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 16, 2013 (this “Agreement”), is entered into by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Talon Therapeutics, Inc., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc., as Rights Agent (the “Rights Agent”).
EXCHANGE AGREEMENTExchange Agreement • July 19th, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations • New York
This EXCHANGE AGREEMENT (this “Agreement”) dated as of July 16, 2013, is by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”), Talon Therapeutics, Inc., a Delaware corporation (“Talon”), Deerfield Private Design Fund, L.P. (“Deerfield Private Design Fund”), Deerfield Special Situations Fund, L.P., a limited partnership organized under the laws of Delaware (“Deerfield Special Situations Fund”), Deerfield Special Situations Fund International Limited, a company organized under the laws of the British Virgin Islands (“Deerfield International”) and Deerfield Private Design International, L.P., a limited partnership organized under the laws of the British Virgin Islands (“Deerfield Private Design International” and, together with Deerfield Private Design Fund, Deerfield Special Situations Fund and Deerfield International, the “Lenders”).
SECURITIES PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC. EAGLE ACQUISITION MERGER SUB, INC. and THE SECURITYHOLDERS OF TALON THERAPEUTICS, INC. NAMED HEREIN JULY 16, 2013Securities Purchase Agreement • July 19th, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2013, by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Eagle Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), Warburg Pincus Private Equity X, L.P. (“WPX”), Warburg Pincus X Partners, L.P. (“WPPX” and, together with WPX, the “WP Entities”), Deerfield Private Design Fund, L.P. (“Deerfield Private Design Fund”), Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), Deerfield Special Situations Fund International Limited (“Deerfield International”) and Deerfield Private Design International, L.P. (“Deerfield Private Design International” and, together with Deerfield Private Design Fund, Deerfield Special Situation Fund and Deerfield International, the “Deerfield Entities”). The WP Entities and the Deerfield Entities shall be referred to herein individually as “Seller” and collectively as “Sellers.”
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 19th, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Amendment”), dated as of July 16, 2013, is made by and among SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), ALLOS THERAPEUTICS, INC., a Delaware corporation, the other Loan Parties (as defined in the Credit Agreement (as defined below)) signatory hereto, BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and as Swingline Lender and L/C Issuer, and each of the Lenders signatory hereto. Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement.
