EX-10.18



 Exhibit 10.18 

Execution Copy 

AMENDMENT NO. 5 TO LIMITED FORBEARANCE AGREEMENT 

This Amendment No. 5 to the Limited Forbearance Agreement (this “Amendment”) is made this 25th day of March, 2016 by and
among VALERITAS, INC., a Delaware corporation (the “Borrower”), and VALERITAS SECURITY CORPORATION, as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders. 

RECITALS 
 A. The
Borrower, the Guarantor, the Control Agent and the other Lenders signatory thereto have entered into that certain Amended and Restated Term Loan Agreement dated as of August 5, 2014 (as amended from time to time, the “Credit
Agreement” and together with all other agreements, instruments and documents executed in connection therewith, the “Loan Documents”). 

B. As of April 3, 2015, certain Events of Default (as that term is defined in the Credit Agreement) had occurred and were continuing and
the Lenders duly provided notice to the Borrower and all Guarantors and declared all of the Obligations under the Credit Agreement to be then immediate due and payable and terminated all further Commitments and obligations to extend any further
credit under any Loan Document. As a result of such acceleration of the Obligations, the Borrower and the Guarantors requested that the Lenders temporarily forbear from further exercising certain rights or remedies with respect to such Events of
Default (and only with respect thereto). 
 C. Subsequently, the Borrower, Guarantors, Control Agent and Lenders entered into a Limited
Forbearance Agreement, dated as of May 18, 2015, as amended by that certain Amendment No. 1 to Limited Forbearance Agreement, dated as of September 28, 2015, that certain Amendment No. 2 to Limited Forbearance Agreement, dated as
of November 13, 2015 that certain Amendment No. 3 to Limited Forbearance Agreement, dated as of December 21, 2015, and that certain Amendment No. 4 to Limited Forbearance Agreement, dated as of January 29, 2016 (as so amended,
the “Forbearance Agreement”) pursuant to which, subject to the terms and conditions of the Forbearance Agreement, the Lenders and the Control Agent agreed to temporarily forbear from further exercising their rights and remedies
under the Credit Agreement and/or the Loan Documents with respect to the Designated Defaults. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Forbearance Agreement. 

D. At the request of the Borrower and Guarantors, subject to the terms and conditions set forth herein, and without waiving any existing or
future rights or remedies that the Lenders or Control Agent may have against the Borrower or Guarantors, and without creating a custom or course of dealing among the parties, the Control Agent and the other Lenders are willing to amend and extend
the Forbearance Agreement and forbear from further exercising certain of their default-related rights and remedies against the Borrower and the Guarantors with respect to the Designated Defaults (and only with respect thereto). 







 E. In anticipation of a successful Merger (as defined below), the Lenders and the Borrower are
likely to negotiate an amended and restated Credit Agreement, which among other things, may satisfy certain accrued interest and fees and set forth a revised maturity date and interest rate for the Loans to the Borrower and waive the Designated
Defaults as of the end of the Forbearance Period on such terms and conditions satisfactory to the Lenders and Borrower. 
 F. This Amendment
shall constitute a Loan Document, and these Recitals shall be construed as part of this Amendment. 
 NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and in consideration of the premises and the mutual covenants contained herein, subject to the satisfaction of the conditions described in Section 3 hereof, the parties
hereto hereby agree as follows: 
 SECTION 1. AMENDMENT TO FORBEARANCE AGREEMENT. 

This Amendment shall become effective on the date that each of the conditions set forth in Section 3 of this Amendment are satisfied (the
“Effective Date”) and the Forbearance Agreement shall be deemed amended as follows: 
 1.1 Section 3(a) of the
Forbearance Agreement is hereby deleted in its entirety and replaced with the following: 
 “SECTION 3. Forbearance 

(a) As used herein, the term “Forbearance Period” shall mean the period commencing on the date hereof and ending on the
earliest to occur of (i) April 30, 2016 (5:00 p.m. Central time), (ii) the effective date of the amendment and restatement of the Credit Agreement to reinstate the Loans to the Borrower, and (iii) the occurrence of any one or
more of the following events: 
 (A) any failure by any Credit Party to timely comply with any other term, condition or
provision contained in this Agreement, whether or not notice is given of such failure, after giving effect to any notice, lapse of time or both; 

(B) any Material Adverse Effect (other than any Designated Default, except to the extent that any Designated Default either is
repeated or worsens) shall occur as determined by Control Agent (after giving effect to the financial condition of the Borrower and the other Credit Parties as of the date hereof); 

(C) Any failure by any Credit Party to timely comply with any term, condition or provision contained in the documents
evidencing the Second Bridge Equity Financing, the Third Bridge Equity Financing or the Preferred AB Stock Warrants, whether or not notice is given of such failure, after giving effect to an notice, lapse of time or both; 

(D) Any Placement Agent, as that term is defined in that certain Placement Agent Agreement dated March 17, 2016 to which
the Borrower is a party (the “Placement Agency Agreement”), shall notify the Borrower of its intention to terminate the Placement Agency Agreement under Section D thereof; 

  
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 (E) The “Minimum Offering” or the “Merger” (or an alternative
structure that may be approved by the Lenders), as such terms are defined in the Placement Agency Agreement, are not completed by April 21, 2016; 

(F) The shareholders of the Borrower fail (i) on or before April 1, 2016, to approve any of (w) the Ninth
Amended and Restated Certificate of Incorporation of the Borrower, in a form satisfactory to the Lenders in their sole discretion, (x) the conversion of certain interest and other amounts owed to the Lenders into equity of the Borrower on terms
satisfactory to the Lenders in their sole discretion, (y) the amendment and restatement of the Borrower’s 2014 Incentive Compensation Plan on terms satisfactory to the Lenders in their sole discretion, and (z) the election of Rodney
D. Altman, M.D. as a director of the Borrower (collectively, the “Approved Actions”), or (ii) on or before April 21, 2016, to approve the Merger; 

(G) Any shareholder of the Borrower shall assert dissenters’ rights in the Merger; or 

(H) Any person shall institute a legal action challenging the Merger or asserting any claim against the Borrower, its
directors, officers or any of their respective affiliates in connection with the Merger, the private placement being conducted in connection with the Merger, or any of the Approved Actions. 

The occurrence of any of the events set forth in clauses (A) through (H) above shall constitute an immediate Event of Default under
the Credit Agreement and the other Loan Documents.” 
 1.2 Section 4(t) of the Forbearance Agreement shall be amended and
restated in its entirety as follows: 
 “(t) [Reserved].” 

SECTION 2. REPRESENTATIONS AND WARRANTIES. 

To induce Lenders to enter into this Amendment, the Borrower and the Guarantor each represent and warrant to the Lenders that: 

2.1 Representations, Warranties and Covenants. (a) After giving effect to this Amendment, no representation or warranty of any
Credit Party contained in the Credit Agreement or any of the Loan Documents, including this Amendment, shall be untrue or incorrect in any material respect as of the date hereof, except to the extent that such representation or warranty expressly
relates to (i) an earlier date, or (ii) the Designated Defaults, and (b) no Default or Event of Default (other than the Designated Defaults) has occurred or is continuing, or would result after giving effect hereto. 

  
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 2.2 Authorization, Etc. Each Credit Party has the power and authority to execute, deliver
and perform this Amendment. Each Credit Party has taken all necessary action (including, without limitation, obtaining approval of its stockholders, if necessary) to authorize its execution, delivery and performance of this Amendment. No consent,
approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with any Credit Party’s execution, delivery and performance of this Amendment, except for
those already duly obtained. This Amendment has been duly executed and delivered by each Credit Party and constitutes the legal, valid and binding obligation of each Credit Party, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor rights generally or by equitable principles relating to enforceability. No Credit Party’s execution, delivery or
performance of this Amendment (i) contravenes the terms of any of such Credit Party’s organization documents; (ii) conflicts with or constitutes a violation or breach of, or constitutes a default under, or results in the creation or
imposition of any Lien (other than pursuant to the Security Documents) upon the property of any Credit Party by reason of the terms of any material obligation under any Contract to which such Credit Party is a party (including without limitation
obligations arising from agreements relating to any such Contract to which any Credit Party is a party or which is binding upon it); or (iii) violates any Requirement of Law in any material respect. 

2.3 Acknowledgment of Obligations. Each Credit Party hereby acknowledges, confirms and agrees that the Credit Parties are indebted to
the Lenders in respect of the Loans under the Credit Agreement. The Loans and all other Obligations under or in connection with the Loans, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges now or
hereafter payable by the Borrower or any Guarantor to the Control Agent and the other Lenders (including, without limitation, the Prepayment Premium, which each Credit Party acknowledges, confirms and agrees is immediately due and payable in
accordance with Section 11.02 of the Credit Agreement and otherwise pursuant to the Loan Documents), are unconditionally and immediately due and payable by the Borrower and the Guarantors to the Control Agent and the other Lenders,
without offset, recoupment, defense or counterclaim of any kind, nature or description whatsoever, all of which (if any exist, and which the Credit Parties hereby acknowledge do not exist) are hereby waived by the Credit Parties. 

2.4 Security. The Secured Parties’ security interests in the Collateral continue to be perfected, valid, binding and enforceable
first-priority security interests which secure the Obligations (subject only to the Permitted Liens and pursuant to Amendment No. 4 to Limited Forbearance Agreement, the release of the guarantee and the pledge by the Parent) and no tax or
judgment liens are currently of record against Borrower or any other Credit Party. Neither the Borrower nor any Guarantor holds or controls, or will hold or control during the Forbearance Period, cash or cash equivalents that is unencumbered and the
Borrower and the Guarantors have granted to the Control Agent and the other Lenders enforceable first-priority security interests on all of the Borrower’s and the Guarantors’ cash and cash equivalents. 

2.5 Acknowledgment of Default. Each Credit Party hereby acknowledges and agrees that the Designated Defaults have occurred and are
continuing as of the date hereof, each of which constitutes an Event of Default, and, as a result of the Designated Defaults, as well as any other Defaults or Events of Default that may exist, the Control Agent and the other Lenders are


  
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entitled to exercise any and all default-related rights and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law, including without limitation, to accelerate the
Obligations (and have done so as set forth in 2.5 of the Forbearance Agreement) or to exercise rights against Collateral and that no Credit Party has any valid defense to the enforcement of such default-related rights and remedies. Each
Credit Party hereby acknowledges and agrees that the first to occur of the Designated Defaults occurred no later than January 1, 2015 and have continued to date. 

2.6 Acknowledgment of Exercise of Remedies. Each Credit Party hereby acknowledges, confirms, and agrees that (i) on April 3,
2015, the Control Agent and the other Lenders duly provided notice to the Borrower that various defaults and Events of Default (including, without limitation, the Designated Defaults) had occurred and are continuing, declared all of the Obligations
of the Borrower under the Credit Agreement and all other Loan Documents to be then immediately due and payable, and terminated the Commitments as of January 1, 2015, and any other obligations to extend any further credit under any of the Loan
Documents; (ii) such actions by the Control Agent and the other Lenders were a proper exercise of their rights and remedies, and were made in accordance with the provisions of the Credit Agreement, the other Loan Documents, and applicable law;
and (iii) payment in full in cash of the Obligations (in the case of the Loans, at the Redemption Price) is immediately due and payable. 
 SECTION
3. CONDITIONS TO EFFECTIVENESS. 
 The effectiveness of Section 1 of this Agreement is expressly conditioned upon the
satisfaction and delivery of each of the applicable conditions set forth below: 
 3.1 Documentary Deliveries. The Lenders shall have
received the following documents, each of which shall be in form and substance acceptable to the Lenders: 
 (a) This Amendment duly
executed and delivered by the Borrower and each of the other parties hereto; and 
 (b) Resolutions of the boards of the Borrower approving
and authorizing this Amendment and the actions contemplated hereby. 
 3.2 No Default. The representations and warranties contained
herein shall be true and correct in all material respects as of the date hereof, and no Default or Event of Default, other than the Designated Defaults, shall exist on the date hereof. 

3.3 Expense Reimbursement. The Control Agent and the other Lenders shall have received reimbursement for all expenses for which
invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Control Agent and the other Lenders) in accordance with Section 12.03(a) of the Credit Agreement. 

  
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 SECTION 4. MISCELLANEOUS 

4.1 Successors and Assigns. This Amendment shall be binding on and shall inure to the benefit of the Credit Parties, the Control Agent
and the other Lenders and their respective successors and assigns, except as otherwise provided herein (none of which include WCAS, who is not a party or a third-party beneficiary of this Amendment). No Credit Party may assign, delegate, transfer,
hypothecate or otherwise convey any of its rights, benefits, obligations or duties hereunder without the prior written consent of the Control Agent and the other Lenders. 

4.2 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose. 
 4.3 Severability. Wherever possible, each provision of this Amendment shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. 
 4.4 Conflict of
Terms. Except as otherwise provided in this Amendment, if any provision contained in this Amendment is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Amendment shall govern and
control. 
 4.5 Incorporation of Credit Agreement. The provisions contained in Sections 12.09 (Governing Law), 12.10
(Jurisdiction, Service of Process and Venue), 12.11 (Waiver of Jury Trial) and 12.12 (Waiver of Immunity) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except
with reference to this Agreement rather than the Credit Agreement. 
 4.6 Continued Effectiveness. Notwithstanding anything contained
in this Amendment, the terms of this Amendment are not intended to and do not serve to effect a novation as any of the Loan Documents, including the Forbearance Agreement. Except for the release of the guarantee and the pledge by the Parent, the
Loan Documents, including the Forbearance Agreement, remain in full force and effect and the terms and provisions of the Loan Documents, including the Forbearance Agreement, are ratified and confirmed as amended by the terms of this Amendment. This
Amendment is only applicable and shall only be effective in the specific instances and for the specific purposes for which made or given. Except as specifically provided in this Amendment, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver or forbearance of any right, power or remedy of the Control Agent or any other Lender under the Credit Agreement or any of the Loan Documents, or constitute a consent, waiver or modification with respect to any
provision of the Credit Agreement or any of the Loan Documents which shall remain in full force and effect. Upon the effectiveness of this Amendment each reference in (i) the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” or words of similar import and (ii) any Loan Document, including the Forbearance Agreement, to “the Agreement” shall, in each case and except as otherwise specifically stated therein, mean
and be a reference to the Credit Agreement as modified hereby. 

  
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 4.7 Further Assurances. Borrower and each other Credit Party agrees to, and to cause any
other Credit Party to, take all further actions and execute all further documents as Control Agent may from time to time reasonably request to carry out the transactions contemplated by this Amendment and all other agreements executed and delivered
in connection herewith. 
 4.8 Counterparts. This Amendment may be executed in any number of separate counterparts, each of which
shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed signature page to this Amendment. 

SECTION 5. Affirmation of Guarantor. 

5.1 Guarantor hereby acknowledges and agrees that it has reviewed the terms and provisions of this Amendment and consents to any modification
of the Loan Documents effected pursuant to this Amendment. Guarantor hereby confirms to the Control Agent and the other Secured Parties that, after giving effect to this Amendment, the Guarantee of Guarantor and each other Loan Document to which
Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Guarantor further acknowledges, confirms and agrees that Control Agent and the other Lenders have and
shall continue to have a valid, enforceable and perfected first-priority lien (subject only to Permitted Liens) upon and security interest in the Collateral granted to Control Agent and the other Lenders pursuant to the Loan Documents or otherwise
granted to or held by Control Agent and the other Lenders. 
 5.2 Guarantor acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the waivers or modifications to the Credit Agreement or any other Loan Document effected
pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future waivers or modifications to the Credit Agreement or any other Loan
Document. 
 [signature pages follow] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written. 
  

					
	 BORROWER:
  

VALERITAS, INC.

		
	By:	 	/s/ John Timberlake
		 	Name: John Timberlake
		 	Title: CEO
	  
 GUARANTOR:

 
 VALERITAS SECURITY CORPORATION

		
	By:	 	/s/ John Timberlake
		 	Name: John Timberlake
		 	Title: CEO









 
					
	 LENDERS:
  

CAPITAL ROYALTY PARTNERS II L.P., as
 Lender and Control
Agent

		 	 By CAPITAL ROYALTY PARTNERS II GP

L.P., its General Partner

		 	       By CAPITAL ROYALTY PARTNERS II

      GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	Title: Authorized Signatory


  

					
	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II L.P.

		 	 By PARALLEL INVESTMENT

OPPORTUNITIES PARTNERS II GP L.P., its
 General
Partner

		 	       By PARALLEL INVESTMENT

      OPPORTUNITIES PARTNERS II GP LLC,

      its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	Title: Authorized Signatory


  

					
	 CAPITAL ROYALTY PARTNERS II–

PARALLEL FUND “A” L.P.

		 	 By CAPITAL ROYALTY PARTNERS II–

PARALLEL FUND “A” GP L.P., its General

Partner

		 	       By CAPITAL ROYALTY PARTNERS II–

      PARALLEL FUND “A” GP LLC, its

      General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	Title: Authorized Signatory









 
					
	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) L.P.

		 	 By CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner

		 	       By CAPITAL ROYALTY PARTNERS II

      (CAYMAN) GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	Title: Authorized Signatory
		
		 	WITNESS: /s/ Nicole Nesson
		 	Name: Nicole Nesson


  

					
	 CAPITAL ROYALTY PARTNERS II–

PARALLEL FUND “B” (CAYMAN) L.P.

		 	 By CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner

		 	       By CAPITAL ROYALTY PARTNERS II

      (CAYMAN) GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	Title: Authorized Signatory
		
		 	WITNESS: /s/ Nicole Nesson
		 	Name: Nicole Nesson