EX-10.3



 Exhibit 10.3 

Execution Version 

FIFTH AMENDMENT TO CREDIT AGREEMENT 

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 12, 2015 by
and among RECRO GAINESVILLE LLC, a Delaware limited liability company (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and
assignees, the “Lender”). 
 WHEREAS, the Borrower and the Lender entered into a Credit Agreement, dated as of
March 7, 2015, as amended by a certain First Amendment to Credit Agreement, dated as of April 10, 2015, a certain Second Amendment to Credit Agreement, dated as of April 27, 2015, a certain Third Amendment to Credit Agreement, dated
as of July 9, 2015 and a certain Fourth Amendment to Credit Agreement, dated as of August 31, 2015 (as so amended, the “Credit Agreement”), pursuant to which the Lender has extended credit to the Borrower on the terms set
forth therein; 
 WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the Credit Agreement may be amended by an
instrument in writing signed by each of the Borrower and the Lender; and 
 WHEREAS, the Borrower and the Lender desire to amend
certain provisions of the Credit Agreement as provided in this Amendment. 
 NOW, THEREFORE, in consideration of the mutual
agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Definitions; Loan Document. Capitalized terms used herein without definition shall have the meanings assigned to such terms
in the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 

2. Amendment to Section 1.1. The definition of “Excess Cash Flow” in Section 1.1 of the Credit Agreement is
hereby amended by inserting the parenthetical “(other than any payment pursuant to Section 3.2(c) hereof)” after the word “period” in clause (d) thereof. 

3. Amendment to Section 7.1. Section 7.1 of the Credit Agreement is hereby amended by adding the following sentence at
the end thereof: 
 “Notwithstanding the foregoing, if the Borrower would, but for this sentence, be required to provide any documents,
statements and notices required to be delivered pursuant to this Section 7.1 (“Deliverables”) that include any information relating to Zohydro that is not publicly available, the Borrower shall exclude such nonpublic
information from such Deliverables provided to the Lender; provided, that the Borrower shall, (i) inform the Lender (without disclosing any information relating to Zohydro that is not publicly available) of the fact that information
relating to Zohydro that would otherwise be included in 







 
such Deliverable is not publicly available and therefore was excluded, and (ii) upon the request of the Lender, include such information relating to Zohydro that is not publicly available in
any such Deliverable (including any previous Deliverables that were delivered without such information). Compliance by the Borrower with the requirements of the foregoing sentence shall be deemed to be compliance with this Section 7.1 with
respect to any information relating to Zohydro that is not publicly available that the Borrower would otherwise be required to deliver to the Lender; provided that the foregoing shall not limit the Borrower’s obligations under
Section 7.1(f) to notify the Lender of the occurrence of any Default.” 
 4. Conditions to Effectiveness of
Amendment. This Amendment shall become effective upon receipt by the Lender and the Borrower of a counterpart signature of the other to this Amendment duly executed and delivered by each of the Lender and the Borrower. 

5. Expenses. Each of the Borrower and the Lender shall be responsible for its own costs and expenses incurred in connection with
the negotiation, preparation, execution and delivery of this Amendment. 
 6. No Implied Amendment or Waiver. Except as
expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Lender under the Credit Agreement or the other Loan Documents, or
alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the other Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to
imply any willingness on the part of the Lender to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents. 

7. Counterparts; Governing Law. This Amendment may be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment
by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	 RECRO GAINESVILLE LLC
 as the
Borrower

		
	By:	 	 /s/ Donna M. Nichols

	Name:	 	Donna M. Nichols
	Title:	 	Treasurer


 
			
	
	 ORBIMED ROYALTY OPPORTUNITIES II, LP, 

as the Lender

		
	By	 	OrbiMed ROF II LLC,
	its	 	General Partner
		
	By	 	OrbiMed Advisors LLC,
	its	 	Managing Member


 
			
		
	By:	 	 /s/ Samuel D. Isaly

	Name:	 	Samuel D. Isaly
	Title:	 	Managing Member


 Signature Page to Fifth Amendment to Credit Agreement