Exhibit 10.73


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This INTELLECTUAL PROPERTY
SECURITY AGREEMENT (this “IP Security Agreement”) dated December 7, 2020, is made by the persons listed on the
signature pages hereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, acting
through one or more of its branches or any Affiliate thereof, as collateral agent (in such capacity and any successor in such capacity,
the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). Capitalized
terms used in this IP Security Agreement and not otherwise defined herein have the respective meanings assigned thereto in the
Credit Agreement (as defined below).


 


WHEREAS, the Grantors
have entered into that certain Credit and Guaranty Agreement, dated as of December 7, 2020 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), with Lannett Company, Inc., a Delaware corporation
(the “Parent Borrower”), the other Credit Parties party thereto, Wells Fargo Bank, National Association, as
the Administrative Agent and Collateral Agent and the Lenders party thereto from time to time;


 


WHEREAS, as a condition
precedent to the making of Loans by the Lenders and the entry into Hedge Agreements and Cash Management Agreements by the Lender
Counterparties from time to time, each Grantor has executed and delivered that certain Pledge and Security Agreement, dated
as of December 7, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), by and among the Grantors, the Administrative Agent and the Collateral Agent; and


 


WHEREAS, under the terms
of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a
security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof
to execute this IP Security Agreement for recording with the United States Patent and Trademark Office and the United States Copyright
Office;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:


 


SECTION 1. Grant
of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest
in such Grantor’s right, title and interest in and to the following (collectively, the “IP Collateral”):


 


(i)        the
patents and patent applications set forth in Schedule A hereto;


 


(ii)       the
trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark applications or intent-to-use service mark applications
filed pursuant to Section 1(b) of the Lanham Act, to the extent that, the grant of a security interest therein would
impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable Grantor’s
right, title or interest therein or any trademark or service mark issued as a result of such application under applicable federal
law), together with the goodwill symbolized thereby;


 


(iii)      the copyright
registrations and applications set forth in Schedule C hereto;


 


(iv)      all
reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing;


 


Intellectual Property Security Agreement


 






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(v)       any
and all claims for damages and injunctive relief for past, present and future infringement of any of the foregoing; and


 


(vi)      any
and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing.


 


SECTION 2. Security
for Obligations. The grant of a security interest in the IP Collateral by each Grantor under this IP Security Agreement secures
the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Credit Documents, whether direct
or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.


 


SECTION 3. Recordation.
Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks
and any other applicable government officer record this IP Security Agreement.


 


SECTION 4.
Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart to this Agreement by facsimile or any other electronic transmission (e.g., “PDF” or “TIFF”)
shall be as effective as delivery of a manually signed original.


 


SECTION 5. Grants,
Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.
Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies
of, the Collateral Agent with respect to the IP Collateral are more fully set forth in the Security Agreement, the terms and provisions
of which are incorporated herein by reference as if fully set forth herein.


 


SECTION 6.
Governing Law. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS IP SECURITY AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


[Signatures pages to follow]


 


Intellectual Property Security Agreement


 






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IN WITNESS WHEREOF, each
Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.


 


	 	Lannett Holdings, Inc.,




 


		By:	/s/Robert Ehlinger 
	 	 	Name: Robert Ehlinger
	 	 	Title:   President



 


[Signature Page to Intellectual Property Security Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, each
Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.


 


	 	CODY LABORATORIES, Inc.,
	 	 
	 	By:	/s/John M. Abt                    
	 	 	Name: John M. Abt
	 	 	Title:   President






 


[Signature Page to Intellectual
Property Security Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, each
Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.


 


	 	LANNETT COMPANY, INC., 
	 
	 	By:	/s/Timothy C. Crew
	 	 	Name: Timothy C. Crew
	 	 	Title:   Chief Executive Officer






 


[Signature Page to Intellectual
Property Security Agreement]


 






    


     


    

 


Schedule A


 


Patents and Patent Applications


 


Cody Laboratories, Inc.


 


Patents


 


	GRANTOR	TITLE	Patent No.	Issue Date
	Cody Laboratories, Inc.	Synthesis of oxycodone hydrochloride 	US 9062062	06/23/2015
	Cody Laboratories, Inc.	Preparation of 14-Hydroxycodeinone Sulfate	US 8846923	09/30/2014
	Cody Laboratories, Inc.	Method for synthesizing 2-carbomethoxytropinone	US 7855296	12/21/2010
	Cody Laboratories, Inc.	Preparation of 14-Hydroxycodeinone Sulfate	US 9090620	7/28/2015
	Cody Laboratories, Inc.	Preparation of 14-Hydroxycodeinone Sulfate	US 9108976	8/18/2015
	Cody Laboratories, Inc.	Method For Catalytic Preparation of Hydromorphone, Hydrocodone and Other Opiates	US 10081636	09/25/2018
	Cody Laboratories, Inc.	Synthesis of Levomethadone Hydrochloride or Dextromethadone Hydrochloride and Methods for Use Thereof	US 10040752 	08/07/2018
	Cody Laboratories, Inc.	Preparation of 14-Hydroxycodeinone Sulfate	US 9233972	01/12/2016
	Cody Laboratories, Inc.	Preparation of Oxycodone Base from 14-Hydroxycodeinone Sulfate	US 9309257	04/12/2016
	Cody Laboratories, Inc.	Conversion of Oxycodone Base to Oxycodone Hydrochloride	US 10227354	03/12/2019


 


Patent Applications


 


	GRANTOR	TITLE	App. No.	Filing Date
	Cody Laboratories, Inc.	Preparation of (-)-Cocaine Hydrochloride	15/981,574	May 16, 2018
	Cody Laboratories, Inc.	Preparation of (-)-Cocaine Hydrochloride	17/002,492	August 25, 2020


 


Intellectual Property Security Agreement


 


Schedule A


 






    


     


    

 


Schedule B


 


Trademark and Service Mark Registrations
and Applications


 


	GRANTOR	TRADEMARK	Serial No.	Filing Date	Reg. No.	Reg. Date
	Lannett Holdings, Inc.	LCI	85073929	06/29/2010	4165093	06/26/2012
	Lannett Holdings, Inc.	C-TOPICAL	85033155	05/07/2010	4684905	02/10/2015
	Lannett Holdings, Inc.	LANNETT	76324068	10/12/2001	2674394	01/14/2003
	Lannett Company, Inc.	METADATE	75766897	08/03/1999	2415414	12/26/2000
	Lannett Company, Inc.	METADATE CD	78635879	05/24/2005	3262513	07/10/2007
	Lannett Holdings, Inc.	NUMBRINO	87004857	04/18/2016	6091206	06/30/2020
	Lannett Holdings, Inc. 	LANNETT logo	90100385	08/07/2020	 	pending


 


Intellectual Property Security Agreement


 


Schedule B


 






     


     


    

 


Schedule C


 


Copyright Registrations and Applications


 


None.


 


Intellectual Property Security Agreement


 


Schedule C