FORM OF WARRANTRecro Pharma, Inc. • March 11th, 2015 • Pharmaceutical preparations • Pennsylvania
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
PURCHASE AND SALE AGREEMENT by and among ALKERMES PHARMA IRELAND LIMITED, DARAVITA LIMITED, EAGLE HOLDINGS USA, INC., RECRO PHARMA, INC. and RECRO PHARMA LLC Dated as of March 7, 2015Purchase and Sale Agreement • March 11th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 7, 2015, is by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Pharma LLC, a Delaware limited liability company and wholly-owned subsidiary of Recro (“Acquisition Sub,” and together with Recro, “Purchasers”).
CREDIT AGREEMENT dated as of March 7, 2015 by and between RECRO PHARMA LLC as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP as the LenderCredit Agreement • March 11th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT dated as of March 7, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between RECRO PHARMA LLC, a Delaware limited liability company (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
ContractRecro Pharma, Inc. • March 11th, 2015 • Pharmaceutical preparations • Pennsylvania
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE LAWFULLY EFFECTED WITHOUT AN EFFECTIVE REGISTRATION, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
GUARANTEEGuarantee • March 11th, 2015 • Recro Pharma, Inc. • Pharmaceutical preparations • New York
This GUARANTEE, dated as of March 7, 2015 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), is made by RECRO PHARMA, INC., a Pennsylvania corporation (“Recro” and, together with any additional Persons named pursuant to Section 5.5, each a “Guarantor” and collectively the “Guarantors”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
