Innocoll AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTPricing Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York
Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB [_______] (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate number of [·] no par value ordinary shares with a notional par value of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stuckaktien)) (the “Firm Shares”) registered with the Commercial Register of the Company (the “Ordinary Shares”), which will be sold by the Company as a result of the issuance of new shares by the Company in the Capital Increase (as defined below) which include the Option Shares (as defined below) to the several Underwriters.
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
THIS AGREEMENT, dated as of August 21, 2009, between Innocoll Holdings, Inc., a Delaware corporation or its assignee (the “Company”), and James Croke, a resident of Ireland (the “Employee”).
THIS LICENCE is made the 24th day of November 2008 BETWEEN THE GRANTOR of the One Part and THE LICENSEE of the Other Part.Licence • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • England and Wales
THIS AGREEMENT, dated as of January 12, 2004, between Innocoll, Inc., a Delaware corporation with its registered office located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810 or its assignee (the “Company”), and David Prior, an individual residing at 1B Cumberland Close, Ruddington, Nottingham, NG11 6PH UK (the “Employee”),
AGREEMENTAgreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Pennsylvania
In consideration of his employment by INNOCOLL, INC. (“Company”) and the compensation and benefits outlined below, and intending to be legally bound, MICHAEL MYERS, Ph.D. (“Executive”) agrees with Company as follows:
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York
This EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of April 3, 2013 (the “Effective Date”) by and between INNOCOLL Pharmaceuticals Limited, an Irish corporation (collectively with its Affiliates) (“INNOCOLL”), whose principal office is at Athlone Business & Technology Park, Garrycastle, Athlone, Co. Westmeath Ireland, and Biomet 3i, LLC, (“BIOMET”), a limited liability company whose principal office is at 4555 Riverside Drive, Palm Beach Gardens, Florida 33410.
AGREEMENTAgreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Pennsylvania
In consideration of her employment by INNOCOLL, INC. (“Company”) and the compensation and benefits outlined below, and intending to be legally bound, DENISE P. CARTER (“Executive”) agrees as follows:
LICENSING, MANUFACTURING AND SUPPLY AGREEMENTLicensing, Manufacturing and Supply Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Dublin
This Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 5th day of December 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation (collectively, within its Affiliates “Innocoll”) whose principal office is Midlands Innovation and Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Saudi Centre for Pharmaceuticals, offices located at 341 Olaya Street, Riyadh, Saudi Arabia (“SCP”)
ContractInnocoll GmbH • June 19th, 2014 • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
This Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the first day of June 2004 (the “Effective Date”), by and between BIOMET ORTHOPAEDICS SWITZERLAND GmbH, a Swiss company organized and existing under Swiss law, with offices located at Altes Widalmi 12CH-3216 Ried bei Kerzers, Switzerland (hereinafter called “Biomet”) and lnnocoll Technologies Limited, an Irish company organized and existing under Irish law, with offices located at IDA Roscommon Business and Technology Park, Gallowstown, Co. Roscommon (“Supplier” or “Innocoll”).
LICENSING, MANUFACTURING AND SUPPLY AGREEMENTLicensing, Manufacturing and Supply Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
This Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 12th day of October 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation (collectively, with its Affiliates “Innocoll”) whose principal office is Midlands Innovation and Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Pioneer Pharma Co. Ltd., offices located at Suite A-C 18F, HuDong Finance Building, No. 1128, Xiang Yin Road, Shanghai, China (“PIONEER”)
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]Schedules and Exhibits • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • Pennsylvania
This Amended and Restated Manufacture and Supply Agreement (this “Agreement”) is entered into as of April 27, 2010 (the “Restated MSA Effective Date”) by and among Innocoll Pharmaceuticals Limited, a corporation organized and existing under the laws of Ireland (“Innocoll Pharmaceuticals”), and Syntacoll AG, a company organized under the laws of Switzerland (“Syntacoll”) all located at c/o Innocoll Holdings, Inc. 42662 Kitchen Prim Ct., Ashburn, VA 20148 (Innocoll Pharmaceuticals and Syntacoll shall collectively be referred to herein as “Innocoll”),
CONTRACT OF EMPLOYMENT made between Syntacoll GmbH, Donaustraße 24, 93342 Saal an der Donau - hereinafter referred to as “GmbH” - and Dr. Alexandra Timm, Beim Roten Kreuz 14, 93057 Regensburg - hereinafter referred to as “employee” - StatusContract of Employment • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations
