EXHIBIT 4.5 CONSULTING AGREEMENT ("AGREEMENT") -------------------- AGREEMENT entered into as of October 30, 1997, between Kinexsys and Bentley Pharmaceuticals (hereinafter, the "Company"). 1. Consulting Duties Implement an investor interest program...Consulting Agreement • June 15th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • California
SUBSCRIPTION AGREEMENT ---------------------- BENTLEY PHARMACEUTICALS, INC. ----------------------------- Bentley Pharmaceuticals, Inc. Two Urban Centre, Suite 400 4890 West Kennedy Blvd. Tampa, Florida 33609Subscription Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
andRights Agreement • December 27th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WARRANT AGREEMENT AGREEMENT, dated as of this ___ day of February, 1996, by and between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY ("the Warrant Agent"). W I T N E S S E T H - - -...Warrant Agreement • February 13th, 1996 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
Each Consisting of one One Thousand Dollar ($1,000) Principal Amount 12% Convertible Senior Subordinated Debenture Due February ___, 2006 and 1,000 Class A Redeemable Warrants each to Purchase One Share of Common Stock and One Class B Redeemable WarrantBentley Pharmaceuticals Inc • February 13th, 1996 • Pharmaceutical preparations • New York
EXHIBIT 1.2 FORM OF ESCROW AGREEMENT ESCROW AGREEMENT, dated as of ______________, 2002, by and among Bentley Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Raymond James & Associates, Inc. (the "Placement Agent") and Citibank N.A., a...Escrow Agreement • February 15th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of February 11, 1999 between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company") and CONREX PHARMACEUTICAL...Registration Rights Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
Each Consisting of one One Thousand Dollar ($1,000) Principal Amount 12% Convertible Senior Subordinated Debenture Due February ___, 2006 and 1,000 Class A Redeemable Warrants each to Purchase One Share of Common Stock and One Class B Redeemable WarrantBentley Pharmaceuticals Inc • January 31st, 1996 • Pharmaceutical preparations • New York
RECITALSEmployment Agreement • April 1st, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Florida
RECITALSEmployment Agreement • March 8th, 2004 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New Hampshire
2. Share Transfer 3. Purchase Sum 4. Holdback 5. Representations and Warranties 6. Indemnification 7. Operational Warranties 8. Conditions for Closing 9. Board of Directors 10. Announcements 11. Competition Clause 12. Contractual Notice 13. Costs and...Agreement • July 10th, 1997 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
betweenRights Agreement • March 21st, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
Exhibit 1.1 BENTLEY PHARMACEUTICALS, INC. COMMON STOCK, $0.02 PAR VALUE PER SHARE PLACEMENT AGENCY AGREEMENTBentley Pharmaceuticals Inc • February 15th, 2002 • Pharmaceutical preparations • Florida
RECITALSLicense Agreement • April 11th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSLicense Agreement • March 17th, 2003 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSEmployment Agreement • November 9th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSEmployment Agreement • December 18th, 1995 • Belmac Corp /Fl/ • Pharmaceutical preparations • Florida
ARTICLE I DEFINITIONS...............................................1 1.01 Definitions. ............................................1 ARTICLE II SALE OF ASSETS AND CLOSING................................5 2.01 Purchase And Sale of...Asset Purchase Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
WARRANT A August 27, 1996 BENTLEY PHARMACEUTICALS, INC. The Transferability of this Warrant is Restricted as Provided in Article 3 In consideration of $.001 per Warrant and other good and valuable consideration, the receipt of which is hereby...Bentley Pharmaceuticals Inc • June 6th, 1997 • Pharmaceutical preparations
EXHIBIT 4.23 ----------- - October 18, 1995 BELMAC CORPORATION The Transferability of this Warrant is Restricted as Provided in Article 3 In consideration of $.001 per Warrant and other good and valuable consideration, the receipt of which is hereby...Belmac Corp /Fl/ • December 18th, 1995 • Pharmaceutical preparations
EXHIBIT 4.8 2001 EMPLOYEE STOCK OPTION PLAN OF BENTLEY PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION CONTRACT THIS INCENTIVE STOCK OPTION CONTRACT entered into as of _______ __, 200_ between Bentley Pharmaceuticals, Inc., a Delaware corporation (the...Bentley Pharmaceuticals Inc • February 15th, 2002 • Pharmaceutical preparations
RECITALSLicense Agreement • March 21st, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT is entered into as of the 9th day of March 1999 (the "Effective Date") by and between Bentley Pharmaceuticals. Inc., a Florida corporation, (the "Employer") and Robert J. Gyurik (the "Employee"), as the same may be modified,...Employment Agreement • March 30th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Florida
June 20, 1997 BENTLEY PHARMACEUTICALS, INC. The Transferability of this Warrant is Restricted as Provided in Article 3 In consideration of $.001 per Warrant and other good and valuable consideration, the receipt of which is hereby acknowledged by...Bentley Pharmaceuticals Inc • June 15th, 1999 • Pharmaceutical preparations
betweenLicence Agreement • April 11th, 2002 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 4.3 SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER --------------------- Date To the Board of Directors Belmac Corporation One Urban Centre, Suite 550 4830 West Kennedy Boulevard Tampa, Florida 33609-2517 Re: Subscription to Purchase Private...Belmac Corp /Fl/ • November 29th, 1995 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of February 11, 1999 between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the "Company") and Yungtai Hsu ("Hsu")....Registration Rights Agreement • February 26th, 1999 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSLicense Agreement • March 17th, 2003 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENTAgreement • November 9th, 2000 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations
betweenBentley Pharmaceuticals Inc • April 11th, 2002 • Pharmaceutical preparations
Exhibit 1 BENTLEY PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY Rights Agent RENEWED RIGHTS AGREEMENT Dated as of December 21, 2004 Table of ContentsRenewed Rights Agreement • February 10th, 2005 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 4.8 ----------- BELMAC CORPORATION NONQUALIFIED STOCK OPTION CONTRACT ---------------------------------- THIS NONQUALIFIED STOCK OPTION CONTRACT entered into on this 9th day of June, 1995, between BELMAC CORPORATION, a Florida corporation (the...Nonqualified Stock Option Contract • June 6th, 1997 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • New Hampshire
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into effective as of August 20, 2007 (the “Effective Date”) by and between Bentley Pharmaceuticals. Inc., a Delaware corporation (the “Employer”), and James R. Murphy (the “Employee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between BENTLEY PHARMACEUTICALS, INC. and CPEX PHARMACEUTICALS, INC. Dated as of June 13, 2008Separation and Distribution Agreement • June 13th, 2008 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “Agreement”), dated as of June 13, 2008, is entered into by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“CPEX”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.
TAX SHARING AGREEMENTTax Sharing Agreement • June 13th, 2008 • Bentley Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Tax Sharing Agreement (this “Agreement”) is entered into as of June 13, 2008 between Bentley Pharmaceuticals, Inc., a Delaware corporation (“Bentley”), and CPEX Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Bentley (“CPEX” and together with Bentley, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Bentley and CPEX (the “Separation Agreement”).
