ARTICLE I. DEFINITIONSSecurities Purchase Agreement • November 10th, 2005 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • New York
EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Javelin Pharmaceuticals, Inc • November 10th, 2005 • Pharmaceutical preparations
Exhibit 10.6.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Intrac Inc • January 20th, 2005 • Optical instruments & lenses • New York
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this "Agreement"), made and entered into as of December 6, 2004, by and among Innovative Drug Delivery Systems, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • December 10th, 2004 • Intrac Inc • Optical instruments & lenses • New York
RECITALS:Securities Purchase Agreement • April 14th, 2003 • Intrac Inc • Optical instruments & lenses • New York
EXHIBIT 10.1 ------------ STOCK OPTION AGREEMENT AGREEMENT dated as of September 7, 2005, by and between JAVELIN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and _________________ (the "Optionee"). ------- -------- W I T N E S S E T...Stock Option Agreement • October 24th, 2005 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.2 ------------ INNOVATIVE DRUG DELIVERY SYSTEMS, INC. SUBSCRIPTION AGREEMENT INNOVATIVE DRUG DELIVERY SYSTEMS, INC. 130 West 42nd Street New York, New York 10036 Attention: Fred H. Mermelstein, Ph.D. Ladies and Gentlemen: 1. SUBSCRIPTION....Intrac Inc • December 10th, 2004 • Optical instruments & lenses • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 7, 2005, among Javelin Pharmaceutical, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • November 10th, 2005 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations
RECITALS --------Agreement and Plan of Merger • December 10th, 2004 • Intrac Inc • Optical instruments & lenses • Delaware
WITNESSETH:Employment Agreement • December 10th, 2004 • Intrac Inc • Optical instruments & lenses • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • January 20th, 2005 • Intrac Inc • Optical instruments & lenses • New York
LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2005 • Intrac Inc • Optical instruments & lenses • Delaware
EXHIBIT 10.4 ------------ CERTIFICATE No. DIR -____ JAVELIN PHARMACEUTICALS, INC. OPTION AGREEMENT (NON-EMPLOYEE DIRECTOR STOCK OPTION) THIS STOCK OPTION IS GRANTED TO: Name ______________________________________________________("Optionee" or "you")...Javelin Pharmaceuticals, Inc • October 24th, 2005 • Pharmaceutical preparations • Delaware
EXHIBIT 10.5 ------------ CERTIFICATE No. NQSO - ____ JAVELIN PHARMACEUTICALS, INC. OPTION AGREEMENT (NON-QUALIFIED STOCK OPTION) THIS STOCK OPTION IS GRANTED TO: Name ______________________________________________________("Optionee" or "you")...Javelin Pharmaceuticals, Inc • October 24th, 2005 • Pharmaceutical preparations • Delaware
INNOVATIVE DRUG DELIVERY SYSTEMS, INC. 130 West 42nd Street 12th Floor New York, NY 10036Intrac Inc • July 29th, 2005 • Optical instruments & lenses
JAVELIN PHARMACEUTICALS, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 9th, 2008 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Massachusetts
Exhibit 4.4 ----------- PLACEMENT AGENT WARRANT AGREEMENT --------------------------------- This WARRANT AGREEMENT (this "Agreement") dated December 6, 2004, by and between Innovative Drug Delivery Systems, Inc., a Delaware corporation (the "Company")...Placement Agent Warrant Agreement • January 20th, 2005 • Intrac Inc • Optical instruments & lenses • New York
INDENTURE Dated as of , 20___ Between JAVELIN PHARMACEUTICALS, INC., as Issuer And [ ], as Trustee Debt SecuritiesIndenture • February 6th, 2008 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • New York
INDENTURE dated as of , 20___, between JAVELIN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), as issuer, and [ ], a [ ] banking corporation, as Trustee (the “Trustee”).
JAVELIN PHARMACEUTICALS, INC. PLACEMENT AGENCY AGREEMENTAgency Agreement • October 30th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • New York
EXHIBIT 10.4 PREFERRED STOCK REDEMPTION AGREEMENT THIS PREFERRED STOCK REDEMPTION AGREEMENT (this "Agreement") is made as of December 6, 2004 by and among INTRAC, INC., a Nevada corporation (the "Company") and AUBERRY TRADING, INC. ("Auberrry"). A....Preferred Stock Redemption Agreement • December 10th, 2004 • Intrac Inc • Optical instruments & lenses
VOID AFTER 5:00 P.M., EASTERN TIME, ON APRIL 11, 2010Common Stock Purchase Warrant Agreement • April 14th, 2006 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION THAT, IN THE OPINION OF COUNSEL TO JAVELIN PHARMACEUTICALS, INC., QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of December 15, 2009 by and between Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Fred Mermelstein (“Indemnitee”).
EXHIBIT 10.6 ------------ CERTIFICATE No. ISO - ____ JAVELIN PHARMACEUTICALS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION) THIS STOCK OPTION IS GRANTED TO: Name ______________________________________________________("Optionee" or "you") Address:...Javelin Pharmaceuticals, Inc • October 24th, 2005 • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 28th, 2004 • Intrac Inc • Optical instruments & lenses • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of May 25, 2004, by and among Intrac, Inc., a Nevada corporation (“Parent”), Intrac Merger Sub, Inc., a Nevada corporation and a newly-formed, wholly owned subsidiary of Parent (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (“Company”) (Parent, Merger Sub and Company are sometimes collectively referred to hereinafter as the “Parties”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2008 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Massachusetts
THIS AGREEMENT (the “Agreement”), dated as of March 3, 2008 (the “Effective Date”), is made by and between Javelin Pharmaceuticals, Inc., a Delaware corporation with principal executive offices at 125 CambridgePark Drive, Cambridge, MA 02140, and Martin J. Driscoll, residing at 6 Goose Point Drive, Colts Neck, NJ 07722, (the “Executive”).
ContractDevelopment and Toll Manufacturing Agreement • November 10th, 2008 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
FORM OF VOTING AGREEMENT FOR HOLDERS OF COMPANY COMMON STOCKForm of Voting Agreement • December 18th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 18, 2009, is made by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock of the Company (the “Shares”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) is entered into as of May 1, 2009 (the “Effective Date”), between Daniel B. Carr, M.D. (“Executive”) and Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and amends the Employment Agreement dated July 7, 2007 by and between the Company and the Executive (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2006 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT made as of this 8th day of April, 2006, (“Employment Agreement” or “Agreement”) by and between Javelin Pharmaceuticals, Inc. (“Javelin” or the “Company”), with a place of business at 130 West 42nd Street, New York, NY 10036 and Stephen J. Tulipano (“Employee”) residing at 15 Barbara Road, Stoneham, MA 02180.
EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Intrac Inc • January 20th, 2005 • Optical instruments & lenses
JAVELIN PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 10th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This restricted stock unit agreement (the “Agreement”), dated __________ (the "Grant Date"), is delivered by Javelin Pharmaceuticals, Inc. (the "Company") to ______________ (the "Grantee").
EXHIBIT 10.1 ------------ FORM OF DEBENTURE CONVERSION AGREEMENT THIS DEBENTURE CONVERSION AGREEMENT (this "Agreement") is made as of December 6, 2004 by and among INTRAC, INC., a Nevada corporation (the "Company") and the holders of the Company's 8%...Debenture Conversion Agreement • December 10th, 2004 • Intrac Inc • Optical instruments & lenses • New York
DATE OF LEASE EXECUTION: ____________________, 2005Javelin Pharmaceuticals, Inc • March 8th, 2010 • Pharmaceutical preparations • Massachusetts
Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1.1:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 18, 2009, by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Innovative Drug Delivery Systems, Inc., a Delaware corporation (the “Subsidiary”). The Company and the Subsidiary are sometimes referred to individually as a “Borrower” and collectively as the “Borrowers.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2009 • Javelin Pharmaceuticals, Inc • Pharmaceutical preparations • New York
The undersigned investor (the “Investor”) hereby confirms its agreement with Javelin Pharmaceuticals, Inc. (the “Company”) as follows:
