EX-10.19



 Exhibit 10.19 

Execution Version 

AMENDMENT NO. 6 TO LIMITED FORBEARANCE AGREEMENT 

This Amendment No. 6 to the Limited Forbearance Agreement (this “Amendment”) is made this 21st day of April, 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, that certain Amendment No. 4 to Limited Forbearance Agreement, dated as of January 29, 2016, and that
certain Amendment No. 5 to Limited Forbearance Agreement, dated as of March 25, 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)(i) of the Forbearance Agreement is hereby amended by replacing “April 30, 2016” therein with “May
6, 2016”. 
 1.2 Section 3(a)(E) of the Forbearance Agreement is hereby amended by replacing “April 21, 2016”
therein with “May 6, 2016”. 
 1.3 Section 3(a)(F)(ii) of the Forbearance Agreement is hereby amended by replacing
“April 21, 2016” therein with “May 6, 2016”. 
  

	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. 
 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


  
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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 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 Section 2.5 of the Forbearance Agreement) or to 

  
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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. 
  

	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. 

  
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 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. 
 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. 

  
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 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:	 	President & CEO
	
	GUARANTOR:
	
	VALERITAS SECURITY CORPORATION
		
	By:	 	 /s/ John Timberlake

		 	Name:	 	John Timberlake
		 	Title:	 	President & CEO



  
 [Signature Page to
Amendment No. 6 to Forbearance Agreement] 








 
							
	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



  
 [Signature Page to
Amendment No. 6 to Forbearance Agreement] 








 
							
	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



  
 [Signature Page to
Amendment No. 6 to Forbearance Agreement]