ASSET PURCHASE AGREEMENT between: RAPTOR PHARMACEUTICAL CORP., a Delaware corporation; and TRIPEX PHARMACEUTICALS, LLC, a Delaware limited liability company Dated as of August 20, 2015Asset Purchase Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2015, by and between: RAPTOR PHARMACEUTICAL CORP., a Delaware corporation (the “Purchaser”); and TRIPEX PHARMACEUTICALS, LLC, a Delaware limited liability company (the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXECUTION VERSION AMENDMENT NO. 1 TO THE DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations
This Amendment No. 1 to the Development and License Agreement (this “Amendment No. 1”) is effective as of , 2015 by and between PARI PHARMA GMBH, a German corporation, with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”), and RAPTOR PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at 7 Hamilton Landing, Suite 100, Novato CA 94949 (“RAPTOR”) (each of RAPTOR and PARI being individually a “Party” and together the “Parties”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • New York
This Development and License Agreement (this “Agreement”) effective as of 11th day of February, 2006 (“Effective Date”), is between PARI GmbH, a German corporation with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”) and Mpex Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 3030 Bunker Hill St. Suite 200, San Diego, California 92109, United States of America (“Mpex”). Each of PARI and Mpex shall be referred to as a “Party,” and collectively the “Parties.”
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations
This COMMERCIAL SUPPLY AGREEMENT (“Agreement”), dated as of August 20, 2015 (“Effective Date”), is made between PARI PHARMA GMBH, a German corporation, with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”), and RAPTOR PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at 7 Hamilton Landing, Suite 100, Novato, CA 94949 (“RAPTOR”). PARI and RAPTOR are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LETTER AGREEMENTLetter Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations
This Letter Agreement (the “Agreement”) dated as of August 20, 2015, is made by and between PARI PHARMA GMBH, a company organized under the laws of Germany (“PARI”), and RAPTOR PHARMACEUTICALS, INC., a Delaware corporation (“RAPTOR”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2015 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS (this “Agreement”) is dated as of this 20th day of August, 2015, by and among (i) Raptor Pharmaceutical Corp., a Delaware corporation, and any successor corporation (the “Company”), (ii) Tripex Pharmaceuticals, LLC, a Delaware limited liability company (“Tripex”), and (iii) the persons identified on the signature pages hereto and each Person who shall subsequent to the date hereof join in and become a party to this Agreement pursuant to Section 9 (collectively, the “Stockholders,” and each individually, a “Stockholder”).
