THIRD AMENDMENT TO ASSET TRANSFER AND LICENSE AGREEMENT
This Third Amendment to Asset Transfer and License Agreement (this Third Amendment), dated August 17, 2020, entered into by and between Alkermes Pharma Ireland Limited, a private company limited by shares and incorporated in Ireland (APIL), Baudax Bio, Inc., a Pennsylvania corporation (Baudax) and Recro Gainesville LLC, a Massachusetts limited liability company (as successor to Recro Technology LLC f/k/a DV Technology LLC) (Recro Gainesville and together with Baudax and APIL, the Parties), amends that certain Asset Transfer and License Agreement, dated as of April 10, 2015 and amended on each of December 23, 2015 and December 20, 2018, by and among APIL and Recro Gainesville (and partially assigned to Baudax as set forth below) (as so amended and partially assigned, the Agreement).
WHEREAS, the Agreement was originally entered into between APIL and DV Technology LLC;
WHEREAS, DV Technology LLC was subsequently merged with and into Recro Gainesville, and Recro Gainesville assumed the rights and obligations of DV Technology LLC as Purchaser under the Agreement;
WHEREAS, pursuant to that certain Partial Assignment, Assumption and Bifurcation Agreement by and among Recro Gainesville, Baudax and APIL (the Bifurcation Agreement), certain of Recro Gainesvilles rights and obligations under the Agreement were assigned to, and assumed by, Baudax, including without limitation Recro Gainesvilles obligations as Purchaser in respect of the Earn-Out Products, as set forth in Exhibit D to the Agreement;
WHEREAS, pursuant to the Agreement and the Bifurcation Agreement, Baudax is obligated to pay to APIL the Earn-Out Consideration set forth in Exhibit D to the Agreement, which Earn-Out Consideration was initially set forth in Exhibit E to that certain Purchase and Sale Agreement, dated as of March 7, 2015, and amended on each of December 8, 2016 and December 20, 2018, by and among Recro Gainesville (as successor to Recro Pharma LLC), Recro Pharma, Inc., APIL, Alkermes US Holdings, Inc. (as successor to Eagle Holdings USA, Inc.) and Daravita Limited (the P&S Agreement);
WHEREAS, pursuant to Section 11 of the Agreement, APIL, Baudax and Recro Gainesville now desire to amend Exhibit D to the Agreement as set forth herein; and
WHEREAS, concurrently with this Third Amendment, the P&S Agreement is being amended to modify Exhibit E thereto in a manner that mirrors the amendments to Exhibit D of the Agreement reflected herein.