Exhibit
10.1


 


Execution Version


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) between ANI Pharmaceuticals, Inc. (the “Company”)
and Nikhil Lalwani (“Executive”) dated as of July 24, 2020. Each of the Company and Executive are sometimes
referred to herein individually as a “Party” and together as the “Parties.”


 


WHEREAS,
the Company wishes to employ Executive, and Executive wishes to be employed by the Company on the terms and conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each,
the Parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                 
Employment.


 


(a)              
Commencement Date. Executive shall commence employment on September 8, 2020, or such earlier or later date as the parties
may agree (the actual date Executive commences employment, the “Commencement Date”).


 


(b)              
Duties. The Company hereby employs Executive in the position of President and Chief Executive Officer, effective as of the
Commencement Date. Executive shall have all such responsibilities, duties and authorities as are consistent with the position
of a President and Chief Executive Officer. Executive shall report solely and directly to the Board of Directors of the Company
(the “Board”), and no other executive officer shall have a direct reporting line to the Board (other than the
chief financial officer who may also report to the audit committee of the Board). Executive shall work remotely from his home
office in New Jersey; provided, however, that Executive will be required to travel from time to time for business reasons as reasonably
required by the Company in connection with the performance of his duties hereunder subject to payment or reimbursement for travel
expenses pursuant to Section 2 below. During the Term (as defined below), Executive shall be appointed to and serve as a member
of the Board at the pleasure of the Board and, if so requested by either the Board or Executive, as an officer or director of
any controlled affiliate of the Company for no additional compensation.


 


(c)              
Full-time Employment. Executive hereby accepts this employment upon the terms and conditions contained herein and agrees to
devote substantially all of his business time, attention and efforts to promote and further the business, interests, objectives
and affairs of the Company, and Executive shall not be engaged in any other business activity pursued for gain, profit or other
pecuniary advantage without the prior written consent of the Company; provided, however, that the foregoing limitations
shall not be construed as prohibiting Executive from serving on civic, charitable or other boards or committees, managing personal
or family investments and personal passive investments in securities or from engaging in other activities from time to time, in
each case that will not interfere in any material respect with the performance of his duties hereunder. Executive shall faithfully
adhere to, execute and fulfill in all material respects all policies established by the Company in writing and made available
to Executive, consistent with the other terms of this Agreement.


 






     


     


    

 


2.                 
 Compensation. For all services rendered by Executive in any capacity required hereunder, the Company shall compensate Executive
as follows:


 


(i)                       
Base Salary. During the Term, the Company shall pay Executive, as compensation for Executive’s services, a base salary
at a gross annual rate of Seven Hundred Thousand Dollars ($700,000), less all required tax withholdings and other applicable deductions,
in accordance with the Company’s standard payroll procedures, but no less frequently than bi-monthly. The annual compensation
specified in this subsection (a), together with any modifications in such compensation that the Company may make from time to
time in accordance with the following sentence, is referred to in this Agreement as the “Base Salary.” Executive’s
Base Salary will be subject to review no less frequently than annually and may be increased, but not decreased, by the Compensation
Committee of the Board (the “Compensation Committee”) based upon the Company’s normal performance review
practices. Effective as of the date of any change to Executive’s Base Salary, the Base Salary as so changed shall be considered
the new Base Salary for all purposes of this Agreement.


 


(b)              
Benefits and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company
as follows:


 


(i)                       
Twenty (20) days paid vacation in each calendar year (pro-rated for partial calendar years worked). Unused vacation shall not
carry forward except to the extent expressly provided in the Company’s written policies.


 


(ii)                       
Payment of such premiums (or such portion thereof as is provided by the Company’s plans) for coverage for Executive and
his spouse and eligible dependents under any insurance plans that the Company may have in effect from time to time, on terms no
less favorable to Executive than those generally provided to any other executives of the Company;


 


(iii)                      
The Company shall allow Executive to participate in all other Company-wide employee benefits as may, from time to time, be made
available generally to any other executives of the Company, including the Company’s 401(k) plan;


 


(iv)                        
Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his
duties, including without limitation, mobile phone expenses and membership fees associated with related professional associations.
All reimbursable expenses shall be subject to any pre-approval process established by Company policy and shall be appropriately
documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format consistent with
the Company’s expense reporting policy and shall be reimbursed promptly;


 


(v)                       
Executive shall be entitled to such holiday and personal days as may, from time to time, be made available generally to any other
executives of the Company;


 


(vi)                       
 Following each year of employment during the Term, the Company shall reimburse Executive, up to a maximum of $6,000.00 per annum,
for the annual premium paid by the Executive for a term life insurance policy that will pay a benefit on the death of Executive
to one or more beneficiaries designated by the Executive from time to time; and


 


(vii)                       
Executive shall be entitled to such other benefits as may, from time to time, be made generally available to executive officers
of the Company, excluding any individually negotiated benefits in place prior to the date of this Agreement, including, without
limitation, any tax gross-ups.


 






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(c)              
Annual Incentive Bonus. Executive shall
receive an incentive bonus for each complete or partial fiscal year of the Company that ends during the Term (the “Incentive
Bonus”), subject to the terms of this Agreement and achievement of the applicable performance goals. With respect to
each fiscal year during the Term, Executive’s target Incentive Bonus shall be 90%
of his Base Salary for such year, it being understood that Executive may earn a greater or lesser amount based on the level of
achievement of the applicable performance goals. The Incentive Bonus shall be pro-rated for any partial fiscal year. The Compensation
Committee shall establish, in consultation with Executive, the applicable performance goals required to be met by Executive in
connection therewith no later than March 15th of such fiscal year. Executive’s actual Incentive Bonus amount
for a particular year shall be determined by the Compensation Committee based on Executive’s achievement of such performance
goals. For the 2020 fiscal year, Executive shall be entitled to receive a pro-rated Incentive Bonus based on achievement of the
performance goals to be established by the Compensation Committee for the balance of the fiscal year, which shall include, without
limitation, Executive’s presenting to the Board, on or before December 31, 2020, a commercial go-to-market plan for
Cortropin and a three-year strategic plan for the Company. The Company shall pay any Incentive
Bonus earned no later than March 15th of the next fiscal year. Except as provided in Sections 3(e) or 8,
as applicable, Executive shall not be entitled to receive an Incentive Bonus payment for any fiscal year unless Executive is employed
by the Company (or any subsidiary of the Company) on the last day of such fiscal year.


 


(d)              
Long-Term Incentive Awards. Executive shall receive annual long-term incentive awards under the ANI Pharmaceuticals, Inc.
Sixth Amended and Restated 2008 Stock Incentive Plan (the “ANI Stock Plan”) or any successor plan, in such
forms and in such amounts as determined in the sole discretion of the Compensation Committee taking into account, among other
things, the comparability data of the Company’s relevant peer group. On the Commencement Date, Executive will be granted
equity in the Company with an aggregate grant date fair value of $3,500,000 (the “Equity Value”), which shall
be split between two awards as follows: 75% in the form of a stock option to purchase shares of Company common stock and 25% in
the form of a restricted stock award (the “Inducement Award”).


 


(i)        Stock
Option. On the Commencement Date, the Company shall grant Executive a nonstatutory stock option to purchase that number
of shares of the Company’s common stock equal to the quotient of (x) 75% of the Equity Value divided by (y) the
Black-Scholes value of a share of Company common stock, as determined based on the volume weighted average of the closing
price for the Company’s stock price for the ten (10) trading days ending on, and including, the Commencement Date (the
“Option”). The exercise price per share will be equal to the closing stock price per share on the date the
Option is granted. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with
accepting an option to purchase a share of the Company’s common stock. The term of the Option shall be ten (10) years,
subject to earlier expiration in the event of the termination of Executive’s services to the Company. The Option shall
be granted as a non-plan inducement grant in compliance with the applicable rules of the Nasdaq Stock Market. The Company
will register the shares underlying the Option concurrently with the next registration of shares under the ANI Stock Plan but
in no event later than the date any portion of the Option becomes exercisable. Although the Option will not be granted under
the ANI Stock Plan, it will be subject to the terms and conditions of a stock option agreement to be entered into by and
between Executive and the Company, which shall be the most recent publicly filed form with the SEC for use with the ANI Stock
Plan except as otherwise provided in this Agreement. Subject to any vesting acceleration rights Executive may have, the
Option shall vest as to twenty-five percent (25%) of the total shares subject to the Option on each annual anniversary of the
Commencement Date, so that the Option will be fully vested four (4) years from the Commencement Date, subject to Executive
continuing to provide services to the Company through each vesting date.


 


(ii)       Restricted
Stock Award. On the Commencement Date, the Company shall grant Executive a restricted stock award with respect to that number
of shares of the Company’s common stock equal to the quotient of (x) 25% of the Equity Value divided by (y) the volume
weighted average of the closing price of the Company’s stock price for the ten (10) trading days ending on, and including,
the Commencement Date (the “RSA”). Executive should consult with Executive’s own tax advisor concerning
the tax risks associated with accepting a restricted stock award. The RSA will be subject to the terms and conditions of the Stock
Plan and a restricted stock award agreement to be entered into by and between Executive and the Company, both of which documents
are incorporated herein by reference. The award agreement shall be the most recent publicly filed form with the SEC for use with
the ANI Stock Plan except as otherwise provided in this Agreement. Subject to any vesting acceleration rights Executive may have,
the RSA will vest as to twenty-five percent (25%) of the total shares subject to the RSA on each annual anniversary of the Commencement
Date, so that the RSA will be fully vested four (4) years from the Commencement Date, subject to Executive continuing to provide
services to the Company through each vesting date


 


(e)              
No Other Compensation or Benefits; Payment. The compensation and benefits specified in this Section 2 shall be in lieu of
any and all other compensation and benefits, provided, however, that nothing in this Agreement shall prevent the Board from increasing
the Base Salary or awarding additional incentive compensation to Executive in its sole and absolute discretion. Payment of all
compensation and benefits to Executive hereunder shall be made in accordance with the relevant Company policies in effect from
time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.


 






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(f)                
 Cessation of Employment. In the event Executive shall cease to be employed by the Company for any reason, then Executive’s
compensation and benefits shall cease on the date of such cessation of employment, except as otherwise provided herein or in any
applicable Company employee benefit plan or program.


 


(g)              
Taxes. Executive shall make payment of all required taxes, whether Federal, state, provincial or local in nature, including
but not limited to income taxes, Social Security taxes, Federal Unemployment Compensation taxes that are required to be paid by
him pursuant to any applicable law. The Company shall have the right to withhold from the sums payable to Executive hereunder
such amounts, if any, as may be required by the Internal Revenue Code of 1986, as amended (the “Code”) or any
other like statute which is, or may become, applicable to the provisions hereof.


 


3.                 
Term; Termination; Rights on Termination. The term of this Agreement shall begin on the Commencement Date and continue
until terminated in accordance with the provisions of this Agreement (the “Term”). This Agreement and Executive’s
employment may be terminated in any one of the following ways:


 


(a)              
Death. The death of Executive shall immediately terminate this Agreement.


 


(b)              
Disability. If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall not have performed
his material duties hereunder on a full-time basis for either (a) one hundred and twenty (120) consecutive days or (b) one hundred
and eighty (180) days in any consecutive twelve (12) months (“Disability”), Executive’s employment under
this Agreement may be terminated by the Company upon thirty (30) days’ written notice if Executive is unable to resume performing
his material duties at the conclusion of such notice period. Executive’s compensation during any period of Disability prior
to the Termination Date shall be the amounts normally payable to him in accordance with his then current annual Base Salary.


 






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(c)              
Termination.


 


(i)                                                                  For
Good Cause. The Company may terminate this Agreement immediately (subject to any applicable notice and cure period set
forth below) upon written notice (the “Termination Notice”) to Executive for “Good
Cause”, which shall be defined as Executive’s: (A) conviction of or plea of nolo contendere to a
felony or any other crime involving fraud or dishonesty; (B) material breach of this Agreement which is not cured within
twenty (20) days of written notice to Executive or which constitutes a second instance of the same breach within a single
calendar year; (C) intentional or willful breach of any material published corporate policy of the Company that is generally
applicable to executives of the Company, which remains uncured after twenty (20) days’ written notice thereof to
Executive or which constitutes a second violation of such policy within a single calendar year; (D) gross negligence or
willful misconduct in performing his duties hereunder, or the willful failure to follow lawful directives of the Board
(unless due to death or Disability), which is not cured within twenty (20) days of written notice to Executive or which
constitutes a second instance of any breach within a single calendar year; (E) acts or omissions or course of conduct that
constitute fraud or embezzlement; (F) acts or omissions or course of conduct that constitute dishonesty, misrepresentation,
misappropriation or deliberate injury or attempted injury by Executive having a material adverse effect on the reputation,
business or assets of the Company and its subsidiaries taken as a whole, which is not cured within twenty (20) days of
written notice to Executive or which constitutes a second instance of any breach within a single calendar year; or (G) if the
Executive is debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetics Act (21 U.S.C
§§301 et seq.) or 42 U.S.C. §1320a-7. In the event of a termination for Good Cause, Executive shall have no
right to any severance compensation. The Company shall not have the right to terminate Executive for Good Cause unless it
delivers a Termination Notice to the Executive within sixty (60) days of a member of the Board becoming aware of the
occurrence of the event set forth in clauses (A) through (G), as applicable. The Company shall set forth in the
Termination Notice a detailed description of the grounds for which Executive is being terminated for Good Cause and, to the
extent curable under clause (B), (C), (D) or (F) as applicable, Executive shall be afforded a reasonable opportunity to
appear (with counsel) before the Board to contest the existence of Good Cause, and Executive shall have the right to cure
such matters to the extent provided above; provided, however, that during the period from the provision of the Termination
Notice until the date that Executive appears before the Board pursuant to the forfoing, the Board, in its discretion, may
place Executive on administrative leave. In the event Executive does cure such matters in accordance with and to the extent
permitted by the foregoing provisions, then the Company shall not be entitled to terminate Executive for Good Cause with
respect to such cured matters, except as provided in clauses (B), (C), (D) and (F). To the extent curable under
clause (B), (C), (D) or (F) as applicable, cessation of the conduct alleged to constitute Good Cause thereunder shall be
deemed to constitute a sufficient cure.


 


(ii)                                                                 
Without Good Cause. In addition to the provisions of Section 3(c)(i), the Company may, at any time, terminate this
Agreement upon thirty (30) days’ written notice to Executive, if such termination is approved by the Board (any such termination
other than for Good Cause being a termination “Without Good Cause”). In the event of such a termination, Executive
shall have the right to receive severance compensation as set forth below in Sections
3(e) or 8, as applicable.


 


(iii)                                                                  Termination
by Executive for Good Reason. The Executive shall be entitled to resign or otherwise terminate his employment for Good
Reason. In the event of such a termination, Executive shall have the right to receive severance compensation as set forth
below in Sections 3(e) or 8, as applicable. For purposes hereof,
“Good Reason” shall mean the occurrence of any of the following that is not cured within thirty (30) days
of Executive’s written notice that the occurrence constitutes Good Reason: (A) a material reduction of
Executive’s position, title, authority, duties, or responsibilities with Company; (B) a change in the reporting
structure as set forth in Section 1(b) or a failure of the Board to nominate Executive to the Board; (C) the Company ceasing
to be a public company unless it becomes a subsidiary of a public company for which Executive becomes the chief executive
officer; (D) a reduction of Executive’s Base Salary or target bonus opportunity; (E) a material breach by Company of
this Agreement; or (F) requiring Executive to move or relocate Executive’s primary place of employment from his then
existing home office (or other location consented to by Executive) by more than 35 miles; provided that (1) any notice
of Good Reason must be given by Executive to the Company within sixty (60) days of the date Executive becomes aware of the
occurrence set forth in clauses (A) – (F) above and (2) any resignation by Executive while the Company
has “Good Cause” for termination of Executive and as to which it has previously given written notice to Executive
of the basis of such Good Cause prior to the resignation, shall not be considered to be a resignation without Good Reason.
The Executive shall not have the right to terminate his employment for Good Reason unless the Executive actually terminates
employment within ninety (90) days following delivery of the Executive’s written notice of Good Reason.


 






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(iv)                       
Termination by Executive Without Good Reason. Executive may resign without Good Reason on thirty (30) days’ prior
written notice to the Company. If Executive so resigns or otherwise terminates his employment for any reason, he shall have no
right to any severance compensation.


 


(d)              
Payment Through Termination. Upon termination of this Agreement for any reason provided above, Executive shall be entitled
to receive (i) all compensation earned as of the Termination Date, (ii) all benefits and reimbursements due through the Termination
Date, (iii) vested benefits accrued through the Termination Date under the Company’s benefits plans which shall be payable
in accordance with the terms of such plans, and (iv) unless Executive’s employment is terminated by the Company for Good
Cause, the full Incentive Bonus otherwise earned and payable to Executive for the fiscal year ending immediately prior to his
Termination Date, based on actual performance and to be paid when Incentive Bonus payments for the applicable fiscal year are
paid to other executives. Additional compensation subsequent to termination, if any, shall be due and payable to Executive only
to the extent and in the manner expressly provided herein. All other rights and obligations under this Agreement shall cease as
of the Termination Date, except that Executive’s obligations under Sections 4, 5, 6, 7 and 9
and Executive’s rights under Section 11 shall survive such termination in accordance with their terms.


 


(e)              
Severance Payments Due Upon Termination by Company Without Good Cause or by Executive for Good Reason. Except in the event
of a termination of employment in connection with a Change in Control as provided in Section 8 below in which case the
provisions thereof shall apply and Executive shall not be entitled to receive payments under this clause (e):


 


(i)                       
If (x) Executive’s employment is terminated by the Company Without Good Cause, whether before or after the Commencement
Date, or by Executive with Good Reason after the Commencement Date, (y) Executive executes a general release of all claims
and rights that Executive may have against the Company and its related entities and their respective stockholders, members,
officers, directors, managers and employees relating to Executive’s employment and/or termination (other than claims
and rights for compensation and benefits provided for hereunder) in the form attached hereto as Exhibit A (the
“Release”) during the period commencing on Executive’s termination of employment and ending sixty
(60) days after Executive’s termination of employment or on such earlier date as specified by the Company in such
Release (the “Release Period”) and does not revoke such Release before it becomes effective, binding and
irrevocable, and (z) Executive complies with the surviving obligations contained in Sections 4, 5, 6, 7
and 9, then the Company shall:


 


(A)
continue to pay Executive his then current Base Salary, payable in regular installments in accordance with the Company’s
standard payroll procedures but no less frequently than bi-monthly procedures for a period equal to 24 months following the Termination
Date (the “Severance Period”);


 


(B)
if Executive elects to receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), pay Executive on a monthly basis for a period of eighteen (18) months following the Termination
Date, an amount equal to a percentage (based on the portion of the monthly premium costs covered by the Company for Executive's
group health, dental and/or vision coverage in effect as of the Termination Date), of Executive’s monthly COBRA premium
payment (if any) under the Company’s group health, dental and vision plans; provided, however, that the obligations of the
Company under this clause (B). shall cease upon Executive becoming eligible to participate in a plan of another employer providing
substantially similar group health benefits to Executive and his eligible family members and dependents or upon termination of
Executive’s COBRA coverage;


 


(C)
if such termination occurs after June 30th in any calendar year, pay Executive a pro-rated Incentive Bonus for the
fiscal year during which Executive’s employment is terminated (prorated based on the days elapsed in such fiscal year through
the Termination Date);


 


(D)
a lump sum cash payment equal to the Executive’s annual maximum Incentive Bonus Amount, payable on the first payroll date
following each of the next two (2) anniversaries of the Termination Date (all of the payments in clauses (A) - (D)
together, the "Severance Payments"); and


 


(E)
all of the Executive’s options to purchase the common stock of the Company and any awards of restricted common stock
received by Executive in each case that were subject to vesting shall vest with respect to that number of shares subject
thereto that would have vested during the Severance Period had Executive remained employed by the Company during such period,
and such vested options (after taking into account the vesting acceleration) shall remain exercisable through the eighteen
(18) month anniversary of the Termination Date (but in no event beyond the original term of the equity award), it being
understood that to the extent any options that are intended to be “incentive stock options” for purposes of
Section 422 of the Internal Revenue Code are exercised after the three month anniversary of the Termination Date, such
options will cease to be treated as “incentive stock options” for purposes of Section 422 of the Internal Revenue
Code; and


 






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(F)
if such termination of employment occurs prior to the Commencement Date, the Company will grant the Inducement Award or provide
the economic equivalent (which Award shall be treated as outstanding on the date of termination for purposes of clause (E) above).


 


(ii)                       
The amount of the Incentive Bonus payments described in clause (i)(C) shall be determined based on the maximum Incentive
Bonus for such fiscal year and shall be paid to Executive when Incentive Bonus payments for the applicable fiscal year are paid
to other executives of the Company.


 


(iii)                       
All Severance Payments shall be suspended until the date that the Release becomes effective and irrevocable; provided,
however, that if the Release Period begins in one calendar year and ends in the subsequent calendar year, the Severance Payments
will be suspended until the later of (A) January 1 of such subsequent calendar year and (B) the date the Release becomes effective
and irrevocable. All Severance Payments that but for the preceding sentence are due and payable on the date the suspension of
Severance Payments ends will be paid to Executive on the first regularly scheduled payroll payment date following the date the
suspension of Severance Payments ends.


 


(iv)                       
It is acknowledged and agreed that Executive shall not be required to mitigate the amount of any payment provided for in this
Section 3(e) by seeking other employment or otherwise and Severance Payments will not be offset for any reason.


 


(f)                
Resignation. Regardless of the reason for the Termination of Employment (as defined below), Executive shall, effective
as of Termination Date (as defined below), be deemed to have resigned from the Board and any positions as an officer of the Company
and shall complete any paperwork requested by the Company to document such resignation(s).


 


4.                 
Non-Solicitation; Non-Competition.


 


(a)              
General. The Parties acknowledge that Executive has and will continue to perform essential services for the Company, its
employees and its stockholders during the Term and Executive will be exposed to and given access to and work with a
considerable amount of Confidential Information and he has and will continue to become familiar with the Company’s and
its controlled affiliates’ trade secrets, methods of doing business, business plans and other valuable Confidential
Information concerning the Company and its controlled affiliates and their customers and suppliers and that his services have
been and will be of special, unique and extraordinary value to the Company and its affiliates. The Parties also expressly
recognize and acknowledge that (i) the personnel of the Company have been trained by and are a valuable to the Company that
that it will incur substantial recruiting and training expenses if the Company must hire new personnel or retrain existing
personnel to fill vacancies and (ii) it could seriously impair the good will and diminish the value of the Company’s
business should Executive compete with the Company in a manner prohibited by this Agreement. The Parties acknowledge that the
covenants have an extended duration, however they agree that these covenants are reasonable and necessary for the protection
of the Company, its stockholders and employees. For these and other reasons and the fact there are many other employment
opportunities available to Executive if his employment is terminated, the Parties, are in full and complete agreement that
the restrictive covenants in this Section 4 are fair and reasonable and are entered into freely, voluntarily and
knowingly.


 






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(b)              
Non-Competition. During the Term and for the Applicable Restricted Period thereafter, Executive shall not, without the prior
written consent of the Company, thereafter, directly or indirectly: (i) own, manage, operate, finance, join, advise, consult with
or perform services for (or supervise or oversee those doing so), or control or participate in the ownership, management, operation,
financing or control of, any Person engaged in any Competitive Activity; (ii) serve as an officer, director, shareholder, employee,
partner, member. Manager, agent, representative, advisor, volunteer, consultant, contractor, creditor or otherwise of, any Person
engaged in a Competitive Activity, or (iii) except as permitted below, own any interest in, consult with, render services to or
otherwise assist any Person that does anything contemplated by the foregoing clauses (i) and (ii), unless in any
case: (A) the revenue or profit from such Competitive Activities do not, in the aggregate comprise more than 5% of the aggregate
revenues or profits of such Person and (B) Employee is not directly employed by or directly managing the business or division
of such Person that is engaged in the Competitive Activities (it being understood that being employed as President, Chief Executive
Officer or Chief Financial Officer of a company falling within the exception set forth in clause (A) above should be deemed
to violate the restriction contained in this clause (B). Nothing herein will prohibit Executive from being a passive owner
of less than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active
participation in the business of such corporation.


 


(c)              
Non-solicitation of Executives. During the Term and for the Applicable Restricted Period thereafter, Executive will not, directly
or indirectly, in any manner (whether on his own account, as an owner, operator, officer, director, partner, manager, employee,
agent, contractor, consultant or otherwise): (i) recruit, solicit or otherwise attempt to employ or retain any current employee
of or consultant to the Company or any of its controlled Affiliates (or any Person who was an employee of or consultant to the
Company within the prior six (6) month period), (ii) induce or attempt to induce any current employee of, or consultant to, the
Company or any of its controlled Affiliates (or any Person who was an employee of or consultant to the Company within the prior
six (6) month period), to leave the employ of the Company or any such controlled Affiliates, or in any way interfere with the
relationship between the Company or any of its controlled Affiliates and any of their employees or consultants or (iii) employ
or retain any Person who was an employee of or consultant to the Company or any of its controlled Affiliates within the prior
six (6) month period; provided, however, that the foregoing restriction shall not restrict (A) general advertisements or listing
for employment openings not specifically targeted at employees of the Company; or (B) hiring or offering to hire any person as
a result of such general advertisements or any employee or consultant who was terminated by the Company.


 






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(d)              
Non-disparagement. Executive agrees not to make any negative or disparaging statements or communications regarding either
the Company or its affiliates or any of their respective operations, officers, directors or stockholders. The Company agrees to
instruct its officers and directors not to make any negative or disparaging statements or communications regarding Executive.
The covenant contained in this Section 4(d) shall not prevent either Party from providing truthful testimony in proceedings to
enforce or defend their rights under this Agreement.


 


(e)              
Covenants Separate. The covenants in this Section 4 are severable and separate, and the unenforceability of any specific
covenant shall not affect the provisions of any other covenant.


 


(f)                
Independent. All of the covenants in this Section 4 shall be construed as an agreement independent of any other provision
in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement of such covenants. The existence of any claim or cause
of action by the Executive against the Company or any of its affiliates, whether predicated on this Agreement or otherwise, will
not constitute a defense to the enforcement by the Company of the provisions of Section 4, which will be enforceable notwithstanding
the existence of any breach by the Company (other than a breach by the Company of its applicable payment obligations under Sections
3 or 8). Notwithstanding the foregoing, Executive will not be prohibited from pursuing such claims or causes of action against
the Company. Executive shall inform any future employer of his obligations under Section 4 of this Agreement.


 


(g)              
Prohibitions. Notwithstanding any of the foregoing, if any applicable law shall reduce the time period during which or the
geographic scope in which Executive shall be prohibited from engaging in any competitive activity described in Section 4(b)
hereof, the period of time for which Executive shall be prohibited pursuant to Section 4(b) hereof shall be the maximum
time permitted by law.


 


(h)              
Definitions. For purposes of this Agreement, the following terms have the following meanings:


 


(i)                       
“Applicable Restricted Period” means: (A) Other than in connection with a Change in Control, either (1) in
the event of a termination without Good Cause or For Good Reason, the Severance Period or (2) in the event of a termination
for Good Cause or without Good Reason or due to Disability, one (1) year; and (B) in connection with a Change in Control, the
CIC Severance Period. Notwithstanding the foregoing, in the event of a termination without Good Cause or for Good Reason or
in connection with a Change in Control, Executive may elect, by delivering written notice to the Company at any time after
the second anniversary of his termination date, to waive his right to receive any further severance amounts, in which case
the Applicable Restricted Period shall terminate on the date of delivery of such notice.


 






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(ii)                       
“Brand Company Product” means a Company Product that is marketed (or anticipated to be marketed) under a New
Drug Application, with the exception of any authorized generic product, which will be considered a “Generic Company Product.”


 


(iii)                       
“Company Products” means the pharmaceutical products that are manufactured, marketed, distributed, sold or
licensed by the Company or are in the Company's pipeline of products as of the Termination Date; provided, that a product (other
than Corticotropin) shall not be deemed a “Company Product” as that term is used herein if the revenues and/or projected
revenues attributable to such product accounted for (or are projected to account for) less than 5% of the net revenues of the
Company for the most recent period of 12 complete calendar months preceding the Termination Date and for any period of 12 complete
calendar months beginning on the first day of the calendar month in which the Termination Date occurs and ending on the second
anniversary of such date. For the avoidance of doubt, Corticotrophin shall be deemed a Company Product regardless of the net revenues
accounted for or projected to be accounted for by it.


 


(iv)                       
“Competitive Activity” - means, as of any relevant date:


 


(A)
With respect to the Generic Company Products, the development, manufacturing, marketing, distribution or sale, or licensing of
any pharmaceutical product in the Territory (1) that is an AB-rated generic equivalent of the same Reference Listed Drug product
as a Generic Company Product and for which there are four or fewer AB-rated generic equivalent competitors or (2) that is a direct
competitor of any Company Product that is a DESI Product and that utilizes the same active pharmaceutical ingredients as such
DESI Product;


 


(B)
With respect to the Brand Company Products, the development, manufacturing, marketing, distribution or sale, or licensing of:
(1) any pharmaceutical product in the Territory that is an AB-rated generic equivalent of a Brand Company Product and (2) for
which either (I) there are three or fewer AB-rated generic equivalent competitors or (II) AB-rated generic equivalents have been
available for commercial sale in the Territory for no more than three years; and


 


(C)       The
development, manufacturing, marketing, distribution or sale, or licensing of any product utilizing Corticotropin as the active
pharmaceutical ingredient.


 






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(v)                       
 “DESI Product” means the following Company Products: (A) esterified estrogen methyltestosterone and (B) opium
tincture.


 


(vi)                       
“Generic Company Product” means a Company Product that is (A) marketed (or anticipated to be marketed) under
an Abbreviated New Drug Application and/or (B) any authorized generic product.


 


(vii)                       
“Person” means any individual, corporation, partnership, group. Association or other person, as such term is
used in Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended, other than the Company and its affiliates.


 


(viii)                       
“Termination Date” means the effective date of the Termination of Employment.


 


(ix)                       
“Termination of Employment” means the (i) termination of Executive's employment relationship with the Company
and all of its Affiliates or (ii) change in Executive's employment relationship with the Company considered a “separation
from service” under Section 409A of the Code.


 


(x)                       
“Territory” means the United States and its territories and possessions and anywhere else in the world where,
as of the Termination Date, the Company is manufacturing, marketing, distributing or selling or licensing any Company Product.


 


5.                  Inventions.
Executive hereby assigns and agrees to assign all his interests in Inventions (as defined below) and tangible embodiments
thereof and all intellectual property and proprietary rights therein to the Company or its nominee. The term
“Inventions” means any and all ideas inventions, improvements, technology, know-how and discoveries,
whether patentable or not and whether a Trade Secret (defined below) or not, and any and all works of authorship (as defined
in Section 102 of the U.S. Copyright Act), trademarks, trade names, slogans, logos, processes patents and other intellectual
property, which are conceived or made by Executive, solely or jointly with another person or persons, during the Term and
which Executive makes or conceives as a result of or in connection with his employment by the Company or with the use of any
of the Company’s personnel, equipment, resources or other assets. Executive agrees that all Inventions shall be deemed
works made-for-hire for the Company within the meaning of the copyright laws of the United States or any similar or analogous
law or statute of any other jurisdiction, and accordingly, the Company shall be the sole and exclusive author and owner of
all copyrights and copyright rights in the Inventions for all purposes and in any and all media and means now known or which
may hereafter be devised, throughout the universe in perpetuity. Should any arbitrator or court of competent jurisdiction
ever hold that the Inventions do not constitute works made-for-hire, Executive hereby irrevocably assigns to the Company, and
agrees that the Company shall be the sole and exclusive owner of, all right, title and interest in and to all copyrights and
copyright rights in the Inventions. Executive reserves no rights with respect to any Inventions. Executive agrees that in
furtherance of the foregoing, he shall deliver to the Company all tangible embodiments of the Inventions in his possession,
custody or control and execute and deliver to the Company all such documents, including, without limitation, patent and
copyright applications and assignments, as the Company reasonably shall deem necessary to further document the
Company’s ownership rights in the Inventions or tangible embodiments thereof and to provide the Company the full and
complete benefit thereof. Without limiting the foregoing, Executive further agrees to cooperate with and assist the Company,
at the Company’s expense, with all lawful efforts of the Company to protect, register, obtain, establish, acquire,
prosecute, maintain, perfect, enforce and/or defend the Company’s rights in or to the Inventions, including, without
limitation, executing and delivering to the Company any and all instruments or documents and/or providing testimony requested
by the Company for any such purpose. Executive acknowledges and agrees that Executive is not entitled to any additional
compensation for any of his obligations under this Section 5, except for the reimbursement of reasonable and necessary
expenses incurred by Executive in performing his obligations hereunder.


 






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6.                 
Confidential Information and Trade Secrets. Executive acknowledges and agrees that all Confidential Information (defined
below), and Trade Secrets (defined below) obtained, conceived or compiled by (solely or jointly with another person or persons)
or disclosed to Executive shall be and remain, as between Executive and the Company, the exclusive property of the Company and
shall be subject at all times to the Company’s discretion and control. Executive agrees that the Confidential Information
constitutes a protectable business interest of the Company and its affiliates and covenants and agrees that at all times during
the terms and at all times following the Termination of Employment, Executive will not, directly or indirectly, disclose and Confidential
Information to any third party or use, any such Confidential Information or Trade Secrets, except only (i) as is required by Executive
to perform his duties under this Agreement for the benefit of the Company, (ii) in order to enforce or defend his rights under
this Agreement or other written agreement between Executive and the Company (or its Affiliates), or (iii) as required by law.
Notwithstanding the foregoing, Executive shall not be considered to have breached his obligations under this Agreement by the
use of Residuals (as defined below).


 


For
purposes hereof, “Confidential Information” means and means any and all confidential, proprietary or Trade
Secret information of the Company or its controlled affiliates not within the public domain, whether disclosed, directly or
indirectly, verbally, in writing (including electronically) or by any other means in tangible or intangible form, including
that which is conceived or developed by Executive, applicable to or in any way related to: (i) the present or future business
activities, products and services, and customers of the Company or its controlled affiliates; (ii) the research and
development of the Company or its controlled affiliates; or (iii) the business of any customers or suppliers of the Company
or its controlled affiliates. Such Confidential Information includes the following property or information of the Company or
its controlled affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program
documentation, customer lists, pricing information, designs, drawings, algorithms, source code, object code, technology,
formulae, models, know-how, improvements, pharmaceutical drug and/or devise technologies, inventions, licenses, techniques,
all plans or strategies for marketing, development and pricing, government filings and/or reports, inventions, research,
development, schematics, designs, test methods and samples, documents, agreements, business plans, financial statements,
profit margins and all information concerning existing or potential clients, suppliers or vendors. Confidential Information
of the Company also means all similar information disclosed to the Company by third parties that is subject to
confidentiality obligations.


 






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The
Company shall not be required to advise Executive specifically of the confidential nature of any such information, nor shall the
Company be required to affix a designation of confidentiality to any tangible item, in order to establish and maintain its confidential
nature. Notwithstanding the preceding to the contrary, Confidential Information shall not include general industry information
or information that is publicly available or readily discernable from publicly available products or literature; information that
the Executive lawfully acquires from a source other than the Company or its controlled Affiliates or any customer or supplier
of the Company or any of its controlled Affiliates (provided that such source is not bound by a confidentiality agreement with
the Company or any of its controlled Affiliates); information that is required to be disclosed pursuant to any law, regulation,
rule of any governmental body or authority, or stock exchange, or court order; or information that reflects Executive’s
own skills, knowledge, know-how and experience gained prior to employment or service and outside of any connection to or relationship
with the Company or any of its controlled Affiliates, or the predecessors of any such entities.


 


For
purposes hereof, the term “Trade Secret” shall have the meaning given in the Delaware enactment of the Uniform
Trade Secrets Act, and shall include, without limitation, the whole or any portion or phase of any scientific or technical information,
design, process, formula, concept, data organization, manual, other system documentation, or any improvement of any thereof, in
any case that is valuable and secret (in the sense that it is not generally known to the Company’s competitors).


 


For
purposes hereof, the term “Residuals” means Confidential Information to which Executive had authorized access
that is retained in nontangible form (for example, without limitation, not digital, written or other documentary form, including,
without limitation, tape, disk or other media) in Executive’s unaided memory, provided that the source of such Confidential
Information has become remote (for example, without limitation, as a result of the passage of time or Executive’s subsequent
exposure to information of a similar nature from another source without any breach of any confidentiality obligation) such that
Executive in good faith can no longer specifically identify the source of such Confidential Information and that Executive in
good faith believes is not Confidential Information.


 


Notwithstanding
the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made
(i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a
lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney
of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing
the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.


 






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7.                 
 Return of Corporation Property; Termination of Employment. At such time as Executive’s employment with the Company
is terminated for any reason, he shall be required to participate in an exit interview for the purpose of assuring a proper termination
of his employment and his obligations hereunder. On or before the actual date of his termination of employment with the Company,
Executive shall return to the Company all records, materials and other physical objects relating to his employment with the Company,
including, without limitation, all Company credit cards, computers, personal digital assistants and access keys and all materials
and things embodying, relating to, containing or derived from any Inventions, Trade Secrets or Confidential Information.


 


8.                 
Change in Control.


 


(a)              
If, and only if, the Change in Control Conditions have been met, then, subject to Executive's continued compliance with the
terms and conditions of this Agreement, including under Sections 4, 5, 6, 7 and 9 which will
continue, Executive will become entitled to the following as severance benefits (“CIC Benefits”) (CIC Benefits
will not be considered compensation or earnings under any pension, savings or other retirement plan of the Company unless so provided
under the terms of the applicable plan):


 


(i)                       
The Company shall continue to pay Executive his current Base Salary during the CIC Severance Period, which amounts will be paid
by the Company in regular installments in accordance with the Company’s standard payroll practices, but no less frequently
than bi-monthly.


 


(ii)                       
Not later than the last to occur of: (A) the Termination Date and (B) ten (10) days following the consummation of a Change in
Control (either such date, a “Bonus Payment Date”), the Company shall pay to Executive a lump sum cash payment
equal to the Applicable Percentage of the Executive's maximum target Incentive Bonus established for the calendar year in which
the Termination of Employment occurs (100% of such maximum target bonus, the “Bonus Amount”). In addition,
the Company shall also pay to Executive a lump sum cash payment equal to the Bonus Amount on each of the next three (3) anniversaries
of the Bonus Payment Date. As used herein, the term “Applicable Percentage” shall mean the following (expressed
as a percentage): (x) the number of days elapsed between January 1 of the year in which the Termination Date occurs and such Termination
Date, divided by (y) 365.


 


(iii)                       
If Executive elects to receive continuation coverage under COBRA, the Company shall pay to Executive on a monthly basis
during the CIC Severance Period, an amount equal to a percentage (based on the portion of the monthly premium costs covered
by the Company for Executive’s group health, dental and/or vision coverage under the Company’s group health,
dental and vision plans in effect as of the date on which the Termination of Employment occurs), of Executive's monthly COBRA
premium payment (if any) under the Company’s group health, dental and vision plan; provided, however,
that the obligations of the Company under this clause (iii) shall cease upon Executive becoming eligible to participate in a
plan of another employer providing substantially similar group health benefits to Executive and his eligible family members
and dependents or upon termination of Executive’s COBRA coverage.


 






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(iv)                       
all of the Executive's options to purchase the common stock of the Company and any awards of restricted common stock received
by Executive in each case that were subject to vesting, shall vest in their entirety and such vested options (after taking into
account the vesting acceleration) shall remain exercisable through the expiration date of such options, it being understood that
to the extent any options that are intended to be “incentive stock options” for purposes of Section 422 of the Internal
Revenue Code are exercised after the three month anniversary of the Termination Date, such options will cease to be treated as
“incentive stock options” for purposes of Section 422 of the Internal Revenue Code.


 


(v)                       
If Executive’s termination of employment occurs prior to the Commencement Date, the Company will grant the Inducement Award
or the economic equivalent (which Award shall be treated as outstanding on the date of termination for purposes of clause (iv)
above.


 


(vi)                       
The Company shall pay up to $10,000 for out-placement counseling and assistance provided by a reputable out-placement firm selected
by the Company; provided that such payment will only be available if such service is engaged no later than 90 days after the date
on which Executive’s employment by the Company terminates.


 


(vii)                       
If it is determined (by the reasonable computation of the Company’s financial or tax advisors), that any compensation
received (or deemed to be received) by Executive from the Company pursuant to this Section 8 (collectively, the
“Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code
or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar
taxes collectively, “Excise Taxes”), then such Potential Parachute Payments shall be equal to the Reduced
Amount. The “Reduced Amount” shall be either (x) the largest portion of the Potential
Parachute Payments that would result in no portion of the Potential Parachute Payments being subject to the Excise Tax; or
(y) the largest portion, up to and including the total, of the Potential Parachute Payments, whichever amount, after
taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed
at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount
of the Potential Parachute Payments. Any reduction made pursuant to this Section 8 shall be made in accordance with the
following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock
(“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii)
non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable (v) Partial Credit
Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse
chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering
the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or
benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or
benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that
if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one
dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event
triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that
is not a Full Credit Payment.


 






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(b)              
It is acknowledged and agreed that Executive shall not be required to mitigate the amount of any payment provided for in this
Section 8 by seeking other employment or otherwise. It is further acknowledged that the CIC Benefits payable under this
Section 8 shall only be applicable to the first Change in Control to occur after the date hereof and not in the event of
any subsequent Change in Control. In addition, the benefits provided for under Sections 3(e) and 8 are mutually
exclusive; in the event Executive receives CIC Benefits, then he shall not be eligible to receive Severance Payments under Section
3(e) and the CIC Benefits shall be the only payments received following the termination of his employment with the Company.
Any Severance Payments already received by Executive if the Termination Date has occurred prior to a Change in Control, shall
be deemed to have been CIC Benefits upon consummation of a Change in Control for purposes of this Section 8.


 


(c)              
In order for Executive to be eligible to receive and to continue to receive the CIC Benefits as set forth in this Section
8: (i) upon Termination of Employment, the Executive must execute a Release during the Release Period described in Section
3(e) and must not revoke such release before it becomes effective and irrevocable and (b) the Executive must abide by each
of the other terms and conditions of this Agreement including under Sections 4, 5, 6, 7 and 9.
Notwithstanding any provision in this Section 8, any CIC Benefits payable to Executive before the expiration of the Release
Period, shall be suspended; provided, however, that if the Release Period begins in one calendar year and ends in the subsequent
calendar year, any CIC Benefits will be suspended until the later of (A) January 1 of such subsequent calendar year and (B) the
date the Release becomes effective and irrevocable. All CIC Benefits that but for the preceding sentence are due and payable on
the date the suspension of CIC Benefits ends will be paid to Executive on the first regularly scheduled payroll payment date following
the date the suspension of CIC Benefits ends.


 


(d)              
For purposes of this Section 8, the following terms will have the following meanings:


 


(i)                       
“Change in Control” means the consummation of the first to occur of any transaction in which:


 


(A)
one Person (or more than one Person acting as a group) acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such Person or group) assets of the Company (including its subsidiaries) that have a
total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions, or


 






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(B)
one Person, or more than one Person acting as a group, acquires ownership of equity securities of the Company (including by way
of merger, consolidation or otherwise) that, together with all equity securities of the Company previously held by such Person
or group, constitutes more than 50% of the total fair market value or total voting power of equity securities of the Company.


 


Notwithstanding
the foregoing, a Change in Control shall not include (1) any transaction effected for reincorporation purposes or (2) any transaction
that does not constitute a change of ownership of the Company or a substantial portion of its assets within the meaning of Treasury
Regulation Section 1.409A-3(i)(5)(v) or (vii).


 


(ii)                       
“Change in Control Conditions” means that all of the following have occurred:


 


(A)       (1)
a Termination of Employment by the Company has occurred for any reason other than for Good Cause or (2) a Termination of Employment
by Executive for Good Reason has occurred, in either case whether before or after the Commencement Date; and


 


(B)       A
Change in Control has been consummated; and


 


(C)       the
Termination of Employment, has occurred either: (1) within the period beginning on the date of the consummation of the Change
in Control and ending on the last day of the 24th month following the consummation of a Change in Control; or (2) prior to a Change
in Control, if such Termination of Employment was either a condition of the Change in Control or was at the documented request
or insistence of a Person which is a party or an Affiliate of a party to the transaction that constitutes or results in to the
Change in Control.


 


(iii)                       
“CIC Severance Period” means a period of thirty-six (36) months following the later of either (A) the Termination
Date or (B) the date on which the consummation of the Change in Control occurs.


 


9.                  Remedies.
Because of the difficulty of measuring economic losses to the Company as a result of a breach of any of the covenants
contained in Sections 4, 5, 6 or 7 because of the immediate and irreparable damage that such a
breach is likely to cause the Company for which it would have no other adequate remedy, Executive agrees that each of the
covenants of Sections 4, 5, 6 or 7 may be enforced by the Company, by permanent, preliminary and
temporary injunctions and restraining orders, in addition to any other remedies allowable at law or in equity. In addition,
in the event of a breach or violation by Executive of Sections 4, 5, 6 or 7 then, solely for
purposes of this Section 9, the Severance Period or CIC Severance Period, as applicable, will be tolled until such
breach or violation has been duly cured. Executive’s obligations under Sections 4, 5, 6 and 7 are expressly
conditioned upon, and subject to, the Company’s compliance with its applicable payment obligations under Sections 3
and 8.


 






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10.             
No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive
and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity.


 


11.             
D&O Insurance and Indemnification. During the term of this Agreement and through the sixth (6th) anniversary of the
termination of Executive’s employment, the Company shall maintain coverage for the Executive as a named insured on all directors’
and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis
as all other covered individuals. On the Commencement Date. the Company and Executive will enter into an indemnification agreement
substantially in the form attached as Exhibit B.


 


12.             
Pre-Employment Conditions. For purposes of federal immigration law, Executive will be required, if Executive has not already,
to provide to the Company documentary evidence of Executive’s identity and eligibility for employment in the United States.
Such documentation must be provided to the Company within three (3) business days of the Commencement Date, or the Company’s
employment relationship with Executive may be terminated.


 


13.             
Section 409A.


 


(a)              
The Parties agree to treat any Severance payments made to Executive pursuant to this Agreement as compensatory payments and
to make such Severance Payments or CIC Benefits through the Company’s payroll. The Company will deduct and withhold from
any such Severance Payments or CIC Benefits all applicable local, state, federal or other withholding and payroll taxes required
to be deducted and withheld when making Severance Payments or CIC Benefits.


 


(b)              
The portion, if any, of the Severance Benefits or CIC Benefits paid or provided to Executive pursuant to this Agreement that
constitutes deferred compensation for purposes of Section 409A of the Code shall be referred herein as the “Deferred
Compensation Separation Benefits.” Notwithstanding any provision in this Agreement to the contrary:


 


(i)                       
If Executive’s Termination of Employment occurs on or after October 15 of any calendar year, any Deferred Compensation Separation
Payments that would otherwise be payable to the Executive pursuant to this Agreement during the calendar year in which such Termination
of Employment occurs shall be suspended until the first payroll payment date following the later of the first day of the following
calendar year or the date the general release described in Section 4 of this Agreement becomes effective, binding and irrevocable.


 






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(ii)                       
If Executive is a “specified employee” (as defined in 26 C.F.R Section 1.409A-1(i)) at the time of his
Termination of Employment, any such Deferred Compensation Separation Payments that are otherwise payable to Executive
pursuant to this Agreement during the period commencing on Executive’s Termination of Employment and ending on the
earlier of the (x) the last day of the sixth calendar month beginning after Executive’s Termination of Employment or
(y) the date of Executive’s death (the “Section 409A Specified Employee Suspension Period”) will be
suspended until the first payroll payment date that occurs on or after the end of the Section 409A Specified Employee
Suspension Period.


 


(c)              
For purposes of determining the portion, if any, of the Severance Benefits or CIC Benefits that constitute Deferred Compensation
Separation Benefits, the portion of any Severance Benefits or CIC Benefits paid or provided under this Agreement that satisfies
the requirements of the “short-term deferral” rule set forth in 26 C.F.R. Section 1.409A-1(b)(4) or the “separation
pay” exception set forth in 26 C.F.R Section 1.409A-1(b)(9)(iii) or (v) shall not constitute Deferred Compensation Separation
Benefits for purposes of this Section 13, and consequently shall be paid to Executive in accordance with Sections 3(e)
and 8 of this Agreement, as applicable without regard to Section 13(b). Each payment in any series of payments
payable under this Agreement is intended to constitute a separate payment for purposes of 26 C.F.R. Section 1.409A-2(b)(2).


 


(d)              
To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 3(e)
and 8 provided for under this Agreement constitutes taxable income to Executive for federal income tax purposes, such
reimbursements shall be made as soon as practicable after Executive provides proper documentation supporting reimbursement but
in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed
are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted
by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another
benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall
not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(e)               The
foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the Severance
Benefits or CIC Benefits paid or provided hereunder will be subject to the additional tax imposed under Section 409A of the
Code, and any ambiguities herein will be construed to so comply. To the extent necessary to comply with Section 409A Code,
references herein to “termination of employment” and terms of similar effect shall be deemed to be references to
the Executive’s “separation from service” as defined in Section 409A. Any ambiguities or ambiguous terms
herein will be interpreted to be exempt from or so comply with the requirements of Section 409A. In no event will the Company
reimburse Executive for any Section 409A-related taxes resulting from any amount paid under the Agreement or otherwise. The
Company and Executive will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions
to the Agreement with respect to the payment of any benefits to the Executive hereunder, which are necessary or appropriate
to avoid imposition of any additional tax or income recognition prior to the actual payment to the Executive under Section
409A. Notwithstanding anything in the Agreement to the contrary, the Company reserves the right, in its sole discretion and
without the consent of Executive, to take such reasonable actions and make any amendments to the Agreement as it deems
necessary, advisable or desirable to comply with Section 409A or to otherwise avoid income recognition under Section 409A or
imposition of any additional tax prior to the actual payment of any benefits under this Agreement.


 






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14.             
Binding Effect; Assignment. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties
hereto and their respective heirs, legal representatives, successors and permitted assigns. Executive understands that he has
been selected for employment by the Company on the basis of his personal qualifications, experience and skills. Executive agrees,
therefore, that he cannot assign all or any portion of his performance under this Agreement. The Company may not assign this Agreement
except to a successor in interest provided that the successor shall assume all of the Company’s obligations under this Agreement
and the Company shall remain liable for all of the assigned obligations under this Agreement.


 


15.             
Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire agreement and understanding between
the Parties with respect to the subject matter hereof, and supersede all other understandings and negotiations with respect thereto.


 


16.             
Notice. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) five business days following sending by registered or certified mail, postage prepaid, (b)
when sent, if sent by e-mail during normal business hours and received at the recipient’s location during normal business
hours, and otherwise on the next day, (c) when delivered, if delivered personally to the intended recipient and (d) one business
day following sending by overnight delivery via a national courier service and, in each case, addressed to a party at the following
address for such party:


 


To
the Company:


 


 


ANI
Pharmaceuticals, Inc.

210 Main Street West

Baudette, MN 56623

Attn: General Counsel or the Chief Financial Officer

Telephone No.:

E-Mail:


 


 


To
Executive:


 


 


Nikhil
Lalwani

at the contact information on file with the Company


 






    20 


     


    

 


Either
party may, by notice given in accordance with this Section, specify a new address for notices under this Agreement.


 


17.             
Severability; Headings. It is the intention of the Parties that the provisions herein shall be enforceable to the fullest
extent permitted under applicable law, and that the unenforceability of any provision or provisions hereof, or any portion thereof,
shall not render unenforceable or otherwise impair any other provisions or portions thereof. Each term, condition, covenant or
provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant or provision
shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall continue in full force and effect.
The Section headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or
limit the extent or intent of this Agreement or of any part hereof.


 


18.             
No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, this Agreement is for the sole benefit of
the Parties hereto (and their respective heirs, legal representatives, successors and permitted assigns), and nothing herein expressed
or implied shall give or be construed to give to any person, other than the Parties hereto (and their respective heirs, legal
representatives, successors and permitted assigns), any legal or equitable rights hereunder.


 


19.             
Dispute Resolution. Any and all controversies, disputes or claims arising out of, or relating to, this Agreement and its
negotiation, execution, performance, non-performance, interpretation, termination, construction or the transactions contemplated
hereby shall be heard and determined in the courts of the State of New York sitting in the Borough of Manhattan and the United
States District Court for the Southern District of New York. The Parties hereto hereby irrevocably submit to the exclusive jurisdiction
and venue of such courts in any such proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum,
or lack of jurisdiction to the maintenance of any such proceeding. The consents to jurisdiction and venue set forth herein shall
not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except
as provided in this Section 19 and shall not be deemed to confer rights on any Person other than the Parties hereto. Each Party
hereto agrees that the service of process upon such Party in any proceeding arising out of or relating to this Agreement shall
be effective if notice is given by overnight courier at the address set forth in the books and records of the Company. Each of
the Parties also agrees that any judgment against a Party in connection with any proceeding arising out of or relating to this
Agreement may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or
exemplified copy of such judgment shall be conclusive evidence of the fact and amount of such judgment.


 


20.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without giving effect to the principles of conflicts of law thereof.


 


21.             
Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered by facsimile), each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


22.             
 Amendments; Waivers. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in
writing and signed by the Parties. A waiver by either Party of a breach of any provision of this Agreement shall not constitute
a general waiver, or prejudice the other Party’s right otherwise to demand strict compliance with that provision.


 


23.             
Certain Acknowledgements. EXECUTIVE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE WAS GIVEN AN OPPORTUNITY TO READ
IT, CAREFULLY EVALUATE IT, AND ASK ANY QUESTIONS HE MAY HAVE HAD REGARDING IT OR ITS PROVISIONS. EXECUTIVE ALSO ACKNOWLEDGES THAT
HE HAD THE RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS CHOOSING AND THAT THE COMPANY GAVE HIS A REASONABLE PERIOD
OF TIME TO DO SO IF HE SO WISHED. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE IS NOT BOUND BY ANY AGREEMENT WHICH WOULD PREVENT HIS
FROM PERFORMING HIS DUTIES AS SET FORTH HEREIN, NOR DOES HE KNOW OF ANY OTHER REASON WHY HE WOULD NOT BE ABLE TO PERFORM HIS DUTIES
AS SET FORTH HEREIN.


 


[Signature
Page Follows]


 






    21 


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Executive Employment Agreement as of the day and year first above written.


 


	 	Company:
	 	 
	 	ANI
    PHARMACEUTICALS, INC.
	 	 
	 	By:	/s/ Patrick D. Walsh
	 	Name: 	Patrick D. Walsh
	 	Title: 	Interim
    President and Chief Executive Officer and Director
	 	 
	 	 
	 	Executive:
	 	 
	 	 
	 	/s/
    Nikhil Lalwani
	 	Nikhil
    Lalwani




 


Exhibit
A: General Release of All Claims


 


Exhibit
B: Indemnification Agreement


 


[SIGNATURE
PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]


 






     


     


    

 


EXHIBIT
A


 


GENERAL
RELEASE OF ALL CLAIMS


 


This
General Release of All Claims (the “Release”) between ANI Pharmaceuticals, Inc. (the “Company”)
and Nikhil Lalwani (referred to hereinafter as “you” or the “Executive”) shall
be effective as of the Effective Date (as defined below). Each of the Company and Executive are sometimes referred to herein individually
as a “Party” and together as the “Parties.”


 


1.                 
General Releases and Waivers of Claims.


 


(a)              
General Release. In consideration for receiving the severance payments and benefits described in Section [3(e)]/[8] of
the Employment Agreement, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you
hereby waive and release to the maximum extent permitted by applicable law any and all claims or causes of action, whether or
not now known, against the Company and/or its respective predecessors, successors, past or present and related entities (collectively,
including the Company, the “Entities”) and/or the Entities’ respective past or present stockholders,
members, officers, directors, insurers, partners, managers, employees and employee benefit plans (collectively with the Entities,
the “Released Parties”), with respect to any matter related to your employment with the Company or the
termination of that employment relationship other than claims and rights for any accrued compensation and benefits provided for
in Section 3(d) of the Employment Agreement and the severance payments and benefits. This waiver and release includes, without
limitation, claims to wages, including overtime or minimum wages, bonuses, incentive compensation, equity compensation, vacation
pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely
pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute
over the non-withholding or other tax treatment or employment classification, claims under the Employee Retirement Income Security
Act (ERISA); claims for attorneys’ fees or costs; any and all claims for stock, stock options or other equity securities
of the Company; claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud,
breach of contract, and breach of the covenant of good faith and fair dealing; any claims of discrimination, harassment, or retaliation
based on sex, age, race, national origin, disability or on any other basis, under Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, or any other federal, state, or local law prohibiting
discrimination and/or harassment; and claims under the New York State Human Rights Law, the New York Equal Rights Law, the New
York Whistleblower Protection Law, the New York Family Leave Law, the New York Equal Pay Law, the New York City Human Rights Law,
the California Fair Employment and Housing Act, claims under the California Labor Code, the California Business and Professions
Code, and all other laws and regulations relating to employment, any applicable laws of the State of New Jersey, and all other
laws and regulations relating to employment.


 


You
covenant not to sue the Released Parties for any of the claims released above, agree not to participate in any class,
collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out
of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in,
or assist in any litigation or investigation by other persons or entities against the Released Parties with respect to
matters related to the Company, except as required by law. Your release covers only those claims that arose prior to the
execution of this Release. Execution of this Release does not bar any claim for breach of this Release. Additionally, nothing
in this Release precludes you from participating in any investigation or proceeding before any federal or state agency or
governmental body. However, while you may file a charge and participate in any such proceeding, by signing this Release, you
waive any right to bring a lawsuit against the Released Parties with respect to matters related to the Company, and waive any
right to any individual monetary recovery in any such proceeding or lawsuit; provided, however, nothing in this Release is
intended to impede your ability to report securities law violations to the Securities and Exchange Commission under the
Dodd-Frank Act, or to receive a monetary award from a government administered whistleblower-award program. Nothing in this
Release waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial
proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to
attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or the
legislature.


 






    1 


     


    

 


Notwithstanding
the foregoing, the waiver and release contained in this Release does not apply to (i) any current or future rights or claims for
indemnification you may have pursuant to the Indemnification Agreement entered into between you and the Company effective [DATE]
(the “Indemnification Agreement”), or your indemnification rights under any insurance policy in place
and the Company’s internal governing documents; (ii) any vested benefits under an employee benefit plan sponsored by the
Company to which you are legally entitled; (iii) any claims to enforce your rights under this Release or the surviving provisions
of the Employment Agreement; (iv) the right to share in any claim with respect to being a stockholder of the Company; provided
that any such recover is predicated on you not individually bringing any claim or cause of action or actively participating in,
or assisting in any way, with respect to any stockholder initiated cause of action; or (v) any claim which, as a matter of law,
cannot be released by private agreement. If any provision of the waiver and release contained in this Release is found to be unenforceable,
it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full
extent permitted by law.


 


(b)              
ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under
the Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that the consideration given for
the ADEA Waiver is in addition to anything of value to which you are already entitled. You further acknowledge that: (a) your
ADEA Waiver does not apply to any claims that may arise after you sign this Release; (b) you should consult with an attorney prior
to executing this Release; (c) you have [21/45]1 calendar days within which to consider this Release (although you
may choose to execute this Release earlier); (d) you have 7 calendar days following the execution of this Release to revoke your
execution of the Release; and (e) the Release will not be effective until the eighth day after you sign this Release provided
that you have not revoked it (“Effective Date”). You agree that any modifications, material or otherwise,
made to this Release do not restart or affect in any manner the original [21/45]-day consideration period provided in this section.
To revoke the Release after any execution, you must email [NAME] written notice of revocation at [EMAIL] prior to the end of the
7-day period. You acknowledge that your consent to this Release is knowing and voluntary. The offer described in this Release
will be automatically withdrawn if you do not sign the Release within the [21/45]-day consideration period.


 





 



1 NTD: Review period
to be determined as it depends on the circumstances around the termination of employment.


 






    2 


     


    

 


(c)              
Unknown Claims Waiver. You understand and acknowledge that you are releasing potentially unknown claims, and that you may
have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing
this Release, you may learn information that might have affected your decision to enter into this Release. You assume this risk
and all other risks of any mistake in entering into this Release. You agree that this Release is fairly and knowingly made. In
addition, you expressly waive and release any and all rights and benefits conferred upon you by the provisions of Section 1542
of the Civil Code of the State of California (or any analogous law of any other state), which reads substantially as follows:


 


“A
general release does not extend to claims THAT the creditor OR RELEASING PARTY does not know or suspect to exist in his OR HER
favor at the time of executing the release AND THAT, if known by him OR HER, would have materially affected his or HER settlement
with the debtor OR RELEASED PARTY.”


 


You
understand and agree that claims or facts in addition to or different from those which are now known or believed by you to exist
may hereafter be discovered, but it is your intention to release all claims that you have or may have against the Released Parties,
whether known or unknown, suspected or unsuspected.


 


2.                 
No Other Amounts/Benefits Owed. Except as provided herein and for any accrued obligations owed under Section 3(d)
of the Employment Agreement, you acknowledge and agree that you have been paid for all of your services with the Company and you
have not earned any wages, salary, incentive compensation, bonuses, commissions or similar payments or benefits or any other compensation
or amounts that have not already been paid to you. You further agree that, prior to the execution of this Release, you were not
entitled to receive any further payments or benefits from the Company, and the only payments and benefits that you are entitled
to receive from the Company in the future are the severance payments and benefits mentioned in Section 1(a) above.


 


3.                 
Restrictive Covenants; Inventions; Confidentiality. The provisions set forth in Section 4 (Non-Solicitation; Non-Competition),
Section 5 (Inventions), and Section 6 (Confidential Information and Trade Secrets) of the Employment Agreement are hereby incorporated
by reference into this Release (collectively, the “Executive Obligations”). Because of the difficulty
of measuring economic losses to the Company as a result of a breach of any of the covenants related to the Executive Obligations
because of the immediate and irreparable damage that such a breach is likely to cause the Company for which it would have no other
adequate remedy, Executive agrees that each of the covenants related to the Executive Obligations may be enforced by the Company,
by permanent, preliminary and temporary injunctions and restraining orders, in addition to any other remedies allowable at law
or in equity.


 






    3 


     


    

 


4.                  Breach/Remedies.
If the Company determines that you breached any of your obligations under this Release, the Employment Agreement or as
otherwise imposed by law, the Company will be entitled to recover all severance and other consideration paid or provided
under this Release and the Employment Agreement and to obtain all other relief provided by law or equity.


 


5.                 
Mutual Non-disparagement. Executive agrees not to make any negative or disparaging statements or communications
regarding either the Company or its affiliates or any of their respective operations, officers, directors or stockholders. The
Company agrees to instruct its officers and directors not to make any negative or disparaging statements or communications regarding
Executive. The covenant contained in this Section 5 shall not prevent either Party from providing truthful testimony in proceedings
to enforce or defend their rights under this Agreement.


 


6.                 
No Admission. Nothing contained in this Release shall constitute or be treated as an admission by the Company of
any liability, wrongdoing, or violation of law.


 


7.                 
Proceedings. The Executive has not filed any complaint, charge, claim or proceeding against the Company before any
local, state or federal agency, court or other body relating to the Executive’s employment or the termination thereof.


 


8.                 
Return of Company Property. You agree that as of [DATE] (your “Termination Date”), you
will return to the Company any and all Company records, materials and other physical objects relating to your employment with
the Company, including, without limitation, all Company credit cards, phone cards, equipment, documents (in paper and electronic
form), computers, personal digital assistants and access keys and all materials and things embodying, relating to, containing
or derived from any Inventions, Trade Secrets or Confidential Information (as each such term is defined in your Employment Agreement)
and you will return and/or destroy all Company property stored in electronic form or media (including, but not limited to, any
Company property stored in your personal computer, USB drives or in a cloud environment).


 


9.                 
Cooperation with the Company. In addition, the Executive shall cooperate with and assist the Company in the investigation
of, preparation for or defense of any actual or threatened third party claim, investigation or proceeding involving the Company
or its predecessors or affiliates and arising from or relating to, in whole or in part, the Executive’s employment with
the Company or its predecessors or affiliates for which the Company reasonably requests the Executive’s assistance, which
cooperation and assistance shall include, but not be limited to, providing truthful testimony and assisting in information and
document gathering efforts. Executive will be reimbursed for any reasonable and necessary expenses related to the Executive’s
compliance with this Section 9.


 


10.             
Indemnification. Notwithstanding anything to the contrary, the Indemnification Agreement shall remain in effect
following the Termination Date pursuant to its terms. Further, the Company agrees to maintain, at its cost, D&O insurance
that will cover the Executive for a period of six (6) years following the Termination Date, on the same basis as provided to current
executives of the Company during such period.


 






    4 


     


    

 


11.             
 Arbitration. Except for any claim for injunctive relief arising out of a breach of a party’s obligations to
protect the other’s confidential and/or proprietary information, to ensure rapid and economical resolution of any disputes
regarding this Agreement, you and the Company agree that any and all claims, disputes or controversies of any nature whatsoever
arising out of, or relating to, this Agreement, or its interpretation, enforcement, breach, performance or execution, shall be
resolved by final, binding and confidential arbitration in New York, NY conducted under the Judicial Arbitration and Mediation
Service (JAMS) Streamlined Arbitration Rules & Procedures, which can be reviewed at http://www.jamsadr.com/rules-streamlined-arbitration/.
You and the Company each acknowledge that by agreeing to this arbitration procedure, you and the Company waive the right to resolve
any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. The arbitrator, and not a
court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim
sought to be resolved in accordance with these arbitration procedures. The arbitrator may in his or her discretion award attorneys’
fees to the prevailing party. All claims, disputes, or controversies subject to arbitration as set forth in this paragraph must
be submitted to arbitration on an individual basis and not as a representative, class and/or collective action proceeding on behalf
of other individuals. Claims will be governed by applicable statutes of limitations. This arbitration agreement shall be construed
and interpreted in accordance with the laws of the State of New York and the Federal Arbitration Act (“FAA”).
In the case of a conflict, the FAA will control.


 


12.             
Opportunity to Consult with Counsel. The Executive acknowledges that he has had an opportunity to consult with and
be represented by counsel of the Executive’s choosing in the review of this Release, that he has been advised by the Company
to do so, that he is fully aware of the contents of the Release and of its legal effect, that the preceding paragraphs recite
the sole consideration for this Release, and that he enters into this Release freely, without duress or coercion, and based on
his own judgment and wishes and not in reliance upon any representation or promise made by the Company, other than those contained
herein.


 


13.             
No Reemployment or Workers’ Compensation. You acknowledge that you will have no right to employment with the
Company after the Termination Date and that you shall not apply for reemployment with the Company after the Termination Date.
You further acknowledge and agree that you did not suffer an injury covered by workers’ compensation in the course and scope
of your employment with the Company.


 


14.              Section
409A. The intent of the Parties is that payments and benefits under this Agreement comply with, or are exempt from,
Section 409A of the Internal Code of 1986, as amended (“Section 409A”), to the extent subject
thereto, and accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be exempt
therewith and the remainder to be interpreted and administered to be in compliance therewith. Each amount to be paid or
benefit to be provided under this Agreement shall be construed as a separate payment for purposes of Section 409A.
Notwithstanding anything contained herein to the contrary, you will not be considered to have terminated employment for
purposes of any payments under this Agreement that are subject to Section 409A until you have incurred a “separation
from service” within the meaning of Section 409A. Without limiting the foregoing and notwithstanding anything contained
herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts
that would otherwise be payable and benefits that would otherwise be provided to you during the six-month period immediately
following your separation from service shall instead be paid on the first business day after the date that is six months
following your separation from service (or, if earlier, upon your death).


 






    5 


     


    

 


15.             
Confidentiality; Invention Assignment. You agree that you will remain bound by any previously executed standard
Company agreement related to confidential information and assignment of inventions that is in addition to the provisions in the
Employment Agreement (such additional agreement, the “Confidential Information Agreement”).


 


16.             
Entire Agreement. You agree that except as otherwise expressly provided in this Release (including the specified
surviving provisions of the Employment Agreement) and the Indemnification Agreement, this Release renders null and void any and
all prior or contemporaneous agreements between you and the Company or any affiliate of the Company. You and the Company agree
that this Release (and the agreements referred to herein) constitutes the entire agreement between you and the Company and any
affiliate of the Company regarding the subject matter of this Release, and that this Release may be modified only in a written
document signed by you and a duly authorized officer of the Company.


 


17.             
Choice of Law. This Release shall be construed and interpreted in accordance with the laws of the State of New York
without giving effect to provisions governing the choice of law.


 


18.             
Severability. The provisions of this Release are severable. If any provision of this Release is held invalid or
unenforceable, such provision shall be deemed deleted from this Release and such invalidity or unenforceability shall not affect
any other provision of this Release, the balance of which will remain in and have its intended full force and effect; provided,
however that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law,
such provision shall be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.


 


19.             
Headings. The headings of the Sections of this Release are provided for convenience only. They do not alter or limit,
in any way, the text of any Section of this Release.


 


20.             
Execution in Counterparts. You agree that this Release may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one agreement. Execution of a facsimile copy or scanned image shall have
the same force and effect as execution of an original, and a facsimile signature or scanned image of a signature shall be deemed
an original and valid signature.


 


[Signature
Page Follows]


 






    6 


     


    

 


To
accept this Release, please sign and date this Release and return it to me. You have until 5:00 p.m. PT on the date that is [21/45]
days following your receipt of this Release to review and consider this Release and to provide me with an executed copy thereof,
but in no event may you execute this Release prior to your Termination Date. Please indicate your agreement with the above terms
by signing below.


 


	 	Sincerely,
	 	 
	 	ANI
    PHARMACEUTICALS, INC.
	 	 
	 	By:	                     
	 	(Signature)
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 


As
set forth above in Section 1(b) above, you have up to [21/45] days after receipt of this Release within which to review it and
to discuss with an attorney of your own choosing, at your own expense, whether or not you wish to sign it. Furthermore, you have
7 days after you have signed this Release during which time you may revoke this Release. If you wish to revoke this Release, you
may do so by delivering a letter of revocation to [NAME], the Company’s [TITLE], no later than the close of business on
the 7th day after you sign this Release. Because of the revocation period, if you don’t revoke this Release, you understand
that this Release shall not become effective or enforceable until the 8th day after the date you sign this Release.


 


My
agreement with the terms of this Release is signified by my signature below. Furthermore, I acknowledge that I have read and understand
this Release and that I sign this release of all claims voluntarily, with full appreciation that at no time in the future may
I pursue any of the rights I have waived in this Release.


 


	Signed  	 	 	Dated:
	 	Nikhil
Lalwani	 	 



 






    7 


     


    

 


EXHIBIT
B


 







INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT, made and executed this 8th day of September, 2020, by and between ANI Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and Nikhil Lalwani, an individual resident of the State of Minnesota (the “Indemnitee”).


 


WHEREAS,
the Company is aware that, in order to induce highly competent persons to serve the Company as officers, the Company must provide
such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of the Company;


 


WHEREAS,
the Company recognizes that the increasing difficulty in obtaining officers’ liability insurance, the increases in the cost
of such insurance and the general reductions in the coverage of such insurance have increased the difficulty of attracting and
retaining such persons;


 


WHEREAS,
the Board of Directors of the Company has determined that it is essential to the best interests of the Company’s stockholders
that the Company act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest
extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not
be so indemnified; and


 


WHEREAS,
the Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Company or any of
its direct or indirect subsidiaries on the condition that he/she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee do hereby agree as
follows:


 


1.       Service
by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as an officer of the Company faithfully and will
discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly appointed in accordance
with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and
Bylaws, as amended (the “Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as amended
(the “DGCL”), or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which
event the Company shall have no obligation under this Agreement to continue to retain the Indemnitee in any such position. Nothing
in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or affect the right of the
Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause,
subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.


 






     


     


    

 


2.       Indemnification.
The Company shall indemnify the Indemnitee against all Expenses (as defined below), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee as provided in this Agreement to the fullest extent permitted
by the Certificate, Bylaws and DGCL or other applicable law in effect on the date of this Agreement and to any greater extent
that applicable law may in the future from time to time permit. Without diminishing the scope of the indemnification provided
by this Section 2, the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited
to, those rights hereinafter set forth, except that no indemnification shall be paid to the Indemnitee:


 


(a)       on account
of any action, suit or proceeding in which judgment is rendered against the Indemnitee for disgorgement of profits made from
the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or
local statutory law;


 


(b)       on
account of conduct of the Indemnitee which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent
or to constitute willful misconduct;


 


(c)       in
any circumstance where such indemnification is expressly prohibited by applicable law;


 


(d)       with
respect to liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of the
Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except
in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement;


 


(e)       if
a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in
this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission
that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable,
and that claims for indemnification should be submitted to the appropriate court for adjudication); or


 


(f)       in
connection with any action, suit or proceeding by the Indemnitee against the Company or any of its direct or indirect subsidiaries
or the directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, (i) unless
such indemnification is expressly required to be made by law, (ii) unless the proceeding was authorized by the Board of Directors
of the Company, (iii) unless such indemnification is provided by the Company, in its sole discretion, pursuant to the powers
vested in the Company under applicable law, or (iv) except as provided in Sections 11 and 13 hereof.


 


3.       Actions
or Proceedings Other Than an Action by or in the Right of the Company. The Indemnitee shall be entitled to the
indemnification rights provided in this Section 3 if the Indemnitee was or is a party or witness or is threatened to be a
party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative in nature, other than an action by or in the right of the Company, by reason of the fact that the Indemnitee
is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or
is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer,
employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, limited
liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by
him/her in such capacity. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses, judgments,
penalties (including excise and similar taxes), fines and amounts paid in settlement which were actually and reasonably
incurred by the Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the
investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful.


 






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4.       Actions
by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section
4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or
completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of
the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct
or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as
a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership,
limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission
by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including,
but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification
shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the
Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action,
suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually
and reasonably incurred by him/her which such court shall deem proper.


 


5.       Good
Faith Definition. For purposes of this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal
action or proceeding to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if, among other things,
such action was based on (i) the records or books of the account of the Company or other enterprise, including financial statements;
(ii) the advice of legal counsel for the Company or other enterprise; or (iii) information or records given in reports made
to the Company or other enterprise by an independent certified public accountant or by an appraiser or other expert selected with
reasonable care by the Company or other enterprise.


 


6.       Indemnification
for Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee
has served on behalf of the Company, or any of its direct or indirect subsidiaries, as a witness or other participant in any class
action or proceeding, or has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred
to in Section 3 and 4 hereof, or in defense of any claim, issue or matter therein, including, but not limited to, the dismissal
of any action without prejudice, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by
the Indemnitee in connection therewith, regardless of whether or not the Indemnitee has met the applicable standards of Section
3 or 4 and without any determination pursuant to Section 8.


 






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7.       Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of the Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee
in connection with the investigation, defense, appeal or settlement of such suit, action, investigation or proceeding described
in Section 3 or 4 hereof, but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless
indemnify the Indemnitee for the portion of such Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by the Indemnitee to which the Indemnitee is entitled.


 


8.       Procedure
for Determination of Entitlement to Indemnification.       (a)    To obtain indemnification under this Agreement, the Indemnitee
shall submit to the Company a written request, including documentation and information which is reasonably available to the Indemnitee
and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary
of the Company shall, promptly upon receipt of a request for indemnification, advise the Board of Directors in writing that the
Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request
for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee
harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the
determination of the Indemnitee’s entitlement to indemnification.


 


(b)       Upon
written request by the Indemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to
indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered
to make such determination: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel
(as hereinafter defined) (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors
(or a committee thereof) in the manner provided for in clause (ii) of this Section 8(b)) in a written opinion to the Board
of Directors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change in Control shall not have occurred, (A)(1)
by the Board of Directors of the Company, by a majority vote of Disinterested Directors (as hereinafter defined) even though less
than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even
though less than a quorum, or (B) if there are no such Disinterested Directors or, even if there are such Disinterested Directors,
if the Board of Directors, by the majority vote of Disinterested Directors, so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by
the Board of Directors and approved by the Indemnitee. Upon failure of the Board of Directors to so select, or upon failure of
the Indemnitee to so approve, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other
person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be
made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination
shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification,
such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined
that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination.


 






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9.       Presumptions
and Effect of Certain Proceedings.       (a)    In making a determination with respect to entitlement to indemnification, the
Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the
making of any determination contrary to such presumption.


 


(b)       If
the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether the
Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within
45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed
to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in
the request for indemnification or a prohibition of indemnification under applicable law. The termination of any action, suit,
investigation or proceeding described in Section 3 or 4 hereof by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself: (i) create a presumption that the Indemnitee did not act in good faith
and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, that the Indemnitee has reasonable cause to believe that the Indemnitee’s conduct
was unlawful; or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification, except as may be provided herein.


 


10.       Advancement
of Expenses. All reasonable Expenses actually incurred by the Indemnitee in connection with any threatened or pending action,
suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, if so
requested by the Indemnitee, within 20 days after the receipt by the Company of a statement or statements from the Indemnitee
requesting such advance or advances. The Indemnitee may submit such statements from time to time. The Indemnitee’s entitlement
to such Expenses shall include those incurred in connection with any proceeding by the Indemnitee seeking an adjudication or award
in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by the
Indemnitee in connection therewith and shall include or be accompanied by a written affirmation by the Indemnitee of the Indemnitee’s
good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification under this Agreement and an
undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled
to be indemnified against such Expenses by the Company pursuant to this Agreement or otherwise. Each written undertaking to pay
amounts advanced must be an unlimited general obligation but need not be secured, and shall be accepted without reference to financial
ability to make repayment.


 


11.       Remedies
of the Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is
made that the Indemnitee is not entitled to indemnification hereunder or if the payment has not been timely made following a
determination of entitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not advanced pursuant to
Section 10, the Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any
other court of competent jurisdiction of the Indemnitee’s entitlement to such indemnification or advance.
Alternatively, the Indemnitee may, at the Indemnitee’s option, seek an award in arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the
filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication
or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo, and the Indemnitee
shall not be prejudiced by reason of a determination (if so made) that the Indemnitee is not entitled to indemnification. If
a determination is made or deemed to have been made pursuant to the terms of Section 8 or Section 9 hereof that the
Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from
asserting that such determination has not been made or that the procedure by which such determination was made is not valid,
binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the
court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Company shall pay
all reasonable Expenses actually incurred by the Indemnitee in connection with such adjudication or award in arbitration
(including, but not limited to, any appellate proceedings).


 






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12.Notification
and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding,
the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company
in writing of the commencement thereof; but the omission to so notify the Company will not relieve the Company from any liability
that it may have to the Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may
suffer material prejudice by reason of such failure. Notwithstanding any other provision of this Agreement, with respect to any
such action, suit or proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:


 


(a)       The
Company will be entitled to participate therein at its own expense.


 


(b)       Except
as otherwise provided in this Section 12(b), to the extent that it may wish, the Company, jointly with any other indemnifying
party similarly notified, shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee.
After notice from the Company to the Indemnitee of its election to so assume the defense thereof, the Company shall not be liable
to the Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by the Indemnitee in connection with
the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the
right to employ the Indemnitee’s own counsel in such action or lawsuit, but the fees and Expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the
employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action and
such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable
to the Company, or (iii) the Company shall not in fact have employed counsel to assume the defense of the action, in each of which
cases the fees and Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached
the conclusion provided for in clause (ii) above.


 


(c)       The
Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any
action, suit or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The
Company shall not be required to obtain the consent of the Indemnitee to settle any action, suit or proceeding which the
Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement
grants the Indemnitee a complete and unqualified release in respect of any potential liability.


 






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(d)       If,
at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has an officer liability insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms
of the policies.


 


13.       Other
Right to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not
exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision
of the Bylaws or Certificate of the Company, any vote of stockholders or Disinterested Directors, any provision of law or otherwise.
Except as required by applicable law, the Company shall not adopt any amendment to its Bylaws or Certificate the effect of which
would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement.


 


14.       Officer
Liability Insurance. The Company shall maintain officers’ liability insurance for so long as the Indemnitee’s
services are covered hereunder, provided and to the extent that such insurance is available on a commercially reasonable basis.
In the event the Company maintains officers’ liability insurance, the Indemnitee shall be named as an insured in such manner
as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s
officers. However, the Company agrees that the provisions hereof shall remain in effect regardless of whether liability or other
insurance coverage is at any time obtained or retained by the Company, except that any payments made to, or on behalf of, the
Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder.


 


15.       Spousal
Indemnification. The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any
time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee did not remain married
to him or her during the entire period of coverage) against any pending or threatened action, suit, proceeding or investigation
for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which
the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending
or threatened action, suit, proceeding or investigation solely by reason of his or her status as the Indemnitee’s spouse,
including, without limitation, any pending or threatened action, suit, proceeding or investigation that seeks damages recoverable
from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee
to his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of Expenses
to the same extent that the Indemnitee is entitled to advancement of Expenses herein. The Company may maintain insurance to cover
its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow
fund for that purpose.


 






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16.       Intent.
This Agreement is intended to be broader than any statutory indemnification rights applicable in the State of Delaware and shall
be in addition to any other rights the Indemnitee may have under the Company’s Certificate, Bylaws, applicable law or otherwise.
To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Company’s Certificate, Bylaws, applicable law or this Agreement, it is the intent
of the parties that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. In the event of any
change in applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify its officer, employee,
agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement,
shall have no effect on this Agreement or the parties’ rights and obligations hereunder.


 


17.       Attorney’s
Fees and Other Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any action,
suit or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in
arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee,
if he/she prevails in whole or in part in such action, shall be entitled to recover from the Company and shall be indemnified
by the Company against any actual expenses for attorneys’ fees and disbursements reasonably incurred by the Indemnitee.


 


18.       Effective
Date. The provisions of this Agreement shall cover claims, actions, suits or proceedings whether now pending or hereafter
commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place.
The Company shall be liable under this Agreement, pursuant to Sections 3 and 4 hereof, for all acts of the Indemnitee while serving
as an officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed
during the term of the Indemnitee’s service to the Company.


 


19.       Duration
of Agreement. This Agreement shall survive and continue even though the Indemnitee may have terminated his/her service as
an officer, employee, agent or fiduciary of the Company or as a director, officer, employee, agent or fiduciary of any other entity,
including, but not limited to another corporation, partnership, limited liability company, employee benefit plan, joint venture,
trust or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity. This Agreement shall be
binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which
may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated
or merged, and shall inure to the benefit of the Indemnitee and his/her spouse, successors, assigns, heirs, devisees, executors,
administrators or other legal representations. The Company shall require any successor or assignee (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by
written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
or assignment had taken place.


 


20.       Disclosure
of Payments. Except as expressly required by any Federal or state securities laws or other Federal or state law, neither party
shall disclose any payments under this Agreement unless prior approval of the other party is obtained.


 


21.       Severability.
If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions
of any Sections of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, but not
limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the
provision held invalid, illegal or unenforceable.


 


22.       Counterparts.
This Agreement may be executed by one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom
enforceability is sought shall be required to be produced to evidence the existence of this Agreement.


 


23.       Captions.
The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


24.       Definitions.
For purposes of this Agreement:(a)“Change in Control” shall mean the occurrence of any one of the following:


 


(i)       the
sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one transaction
or in a series of related transactions) to a person or entity that is not controlled by the Company;


 


(ii)       the
approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;


 


(iii)       any
person becomes after the effective date of this Agreement the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of (A) 20% or more, but not 50% or more, of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at elections of directors, unless the transaction resulting in such
ownership has been approved in advance by the Continuity Directors, or (B) 50% or more of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity
Directors);


 






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(iv)       a
merger or consolidation to which the Company is a party if the stockholders of the Company immediately prior to effective
date of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange
Act), immediately following the effective date of such merger or consolidation, of securities of the surviving corporation
representing (A) more than 50%, but less than 80%, of the combined voting power of the surviving corporation’s then
outstanding securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has
been approved in advance by the Continuity Directors, or (B) 50% or less of the combined voting power of the surviving
corporation’s then outstanding securities ordinarily having the right to vote at elections of directors (regardless of
any approval by the Continuity Directors);


 


(v)       the
Continuity Directors cease for any reason to constitute at least a majority of the Board; or


 


(vi)       any
other change in control of the Company of a nature that would be required to be reported pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is then subject to such reporting requirement.


 


(b)       “Continuity
Directors” shall mean any individuals who are members of the Board on the effective date of this Agreement and any individual
who subsequently becomes a member of the Board whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval of the Company’s
proxy statement in which such individual is named as a nominee for director without objection to such nomination).


 


(c)       “Disinterested
Director” shall mean a director of the Company who is not or was not a party to the action, suit, investigation or proceeding
in respect of which indemnification is being sought by the Indemnitee.


 


(d)       “Expenses”
shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing
to be a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative in nature.


 


(e)       “Independent
Counsel” shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained
to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the action,
suit, investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the
Indemnitee’s right to indemnification under this Agreement.


 


25.       Entire
Agreement, Modification and Waiver. This Agreement constitutes the entire agreement and understanding of the parties hereto
regarding the subject matter hereof, and no supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. No supplement,
modification or amendment of this Agreement shall limit or restrict any right of the Indemnitee under this Agreement in respect
of any act or omission of the Indemnitee prior to the effective date of such supplement, modification or amendment unless expressly
provided therein.


 






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26.       Notices.
All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given
if (a) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail, return receipt requested with postage prepaid, on the date shown on the return receipt,
(c) sent by a recognized next-day courier service on the first business day following the date of dispatch or (d) delivered
by facsimile transmission on the date shown on the facsimile machine report:(i) 


 


If
to the Indemnitee to:


 


Nikhil
Lalwani

at the address on file with the Company

Telephone No.:

E-Mail:


 


(ii)
If to the Company, to:


 


ANI
Pharmaceuticals, Inc.

210 Main Street West

Baudette, Minnesota 56623

Attn: Chief Executive Officer

Fax:


 


or
to such other address as may be furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may
be.


 


27.       Governing
Law. The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, applied without giving effect to any conflicts-of-law principles.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


 


	 	ANI
    PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	                       
	 	 
	 	INDEMNITEE:
	 	 
	 	NIKHIL
    LALWANI