Eagle Pharmaceutical, Inc. Insider Trading Policy

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  1. Persons Covered

    This Insider Trading Policy of Eagle Pharmaceuticals, Inc. (the "Company") applies to all directors, officers, other employees and consultants of the Company and its subsidiaries. It also applies to their family members who reside with them, anyone else who lives in their households and any family members who do not live in their households but whose transactions in the Company's securities are directed by, or subject to, the influence or control of a director, officer, other employee or consultant of the Company.

  2. Purpose And Policy

    The purpose of this Insider Trading Policy is to clarify the circumstances under which trading in the stock of the Company or another publicly-traded company with which the Company has business dealings (each, a "Third Party") by the Company's directors, officers, other employees and consultants will result in civil liability and criminal penalties, as well as disciplinary action by the Company.

    During the course of your employment or service with the Company, you may receive important information that is not yet publicly available, i.e., not disclosed to the public in a press release or filing with the Securities and Exchange Commission ("Inside Information"), about the Company or a Third Party. Because of your access to this information, you may be in a position to profit financially by buying or selling or in some other way dealing in the Company's or a Third Party's stock, or to disclose such information to a third party who does so (known as a "Tippee").

    It is illegal for anyone to use Inside Information to gain a personal benefit, or to pass on, or "tip," the information to someone who does so. There is no exception to this rule. Use of Inside Information to gain personal benefit and tipping are as illegal with respect to a few shares of stock as they are with respect to a large number of shares. You can be held liable both for your own transactions and for transactions effected by a Tippee, or even a Tippee of a Tippee. Furthermore, it is important that the appearance as well as the act of insider trading in stock be avoided.

  3. Exceptions

    Please note that, generally, transactions directly with the Company, i.e., option exercises or purchases under the Company's employee stock purchase plan, will not create problems. However, the subsequent sale or other disposition of such stock is fully subject to these restrictions. In addition, purchases or sales pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, may be made without restriction provided that the plan was adopted in accordance with Company policies.

      Please note there are four (4) methodologies to exercise an option:

    1. Exercise and hold. The option holder writes a check to the company for the strike price; the company issues to the option holder the gross number of shares. This does not constitute a trade.
    2. Net withheld. The company issues to the option holder shares equal to the intrinsic value (i.e., the in-the-money-ness) of the options. (Here the issuer is essentially effecting a share buyback). This does not constitute a trade.
    3. Cashless exercise. The gross number of shares are sold into the market, with the company receiving that portion of the cash proceeds required to cover the strike, and the option holder receiving the residual cash proceeds. This constitutes a trade.
    4. Sell to cover. The number of shares required to cover the strike are sold, the proceeds of that sale are retained by the issuer, and the residual shares are deposited into the option holder’s account. This constitutes a trade.
  4. Inside Information

    As a practical matter, it is sometimes difficult to determine whether you possess Inside Information. The key to determining whether nonpublic information you possess about a public company is Inside Information is whether dissemination of the information would be likely to affect the market price of the company's stock or would be likely to be considered important by investors who are considering trading in that company's stock. Certainly, if the information makes you want to trade, it would probably have the same effect on others. Both positive and negative information can be material. If you possess Inside Information about another company because of your position with Eagle, you must refrain from trading in that company's stock, advising anyone else to do so or communicating the information to anyone else until you know that the information has been disseminated to the public. "Trading" includes engaging in short sales, transactions in put or call options, hedging transactions and other inherently speculative transactions.

    Additionally, you may not discuss material, nonpublic information about the Company with anyone outside the Company. This prohibition covers spouses, family members, friends, business associates, or persons with whom we are doing business (except to the extent that such persons are covered by a non-disclosure agreement and the discussion is necessary to accomplish a business purpose of the Company). You may not participate in "chat rooms" or other electronic discussion groups on the Internet concerning non-public activities of the Company or other companies with which the Company does business, even if you do so anonymously. You may never recommend to another person that he or she buy or sell our stock.

      Although this is by no means an exhaustive list, information about the following items may be considered to be Inside Information until it is publicly disseminated:

    1. (a) regulatory developments, including developments with the United States Food and Drug Administration and Drug Enforcement Administration;
    2. (b) clinical developments;
    3. (c) financial results or forecasts;
    4. (d) major new products or processes;
    5. (e) establishment of, or developments in, strategic partnerships, joint ventures or similar collaborations;
    6. (f) communications with government agencies;
    7. (g) strategic plans;
    8. (h) potential mergers, acquisitions, tender offers or the sale of assets of the Company or a subsidiary thereof;
    9. (i) significant writeoffs;
    10. (j) potential acquisitions of additional product candidates or technology;
    11. (k) notice of issuance of patents or the acquisition of other material intellectual property rights;
    12. (l) significant changes or developments in the biopharmaceutical industry or technological innovations;
    13. (m) new major contracts, orders, suppliers, customers, or finance sources, or the loss thereof;
    14. (n) significant changes or developments in supplies;
    15. (o) significant pricing changes;
    16. (p) events regarding the Company's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, public or private equity/debt offerings, or changes in Company dividend policies or amounts);
    17. (q) significant changes in control or senior management;
    18. (r) significant changes in compensation policy;
    19. (s) bankruptcies or receiverships;
    20. (t) actual or threatened major litigation, or a major development in or the resolution of such litigation; and
    21. (u) change in auditors or a notification that the Company can no longer rely on an auditor's report.
  5. Prohibition Of Speculative Trading

    No person that is covered by this Policy may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to the Company's stock at any time. In addition, no such person may margin, or make any offer to margin, any of the Company's stock, including without limitation, borrowing against such stock, at any time unless approved by the Company in advance.

  6. Window Period Policy

    A separate policy known as the Company’s Window Period Policy is applicable to all individuals that are subject to this Insider Trading Policy. The Window Period Policy: limits transactions in the Company's stock to defined time periods following public dissemination of quarterly and annual financial results; and requires notification and authorization by the General Counsel and Chief Financial Officer prior to engaging in transactions in the Company's stock and observe other restrictions designed to minimize the risk of apparent or actual insider trading.

  7. Application

    Anyone who effects transactions in the Company's or a Third Party's stock (or provides information to enable others to do so) on the basis of Inside Information is subject to both civil liability and criminal penalties, including imprisonment, as well as disciplinary action by the Company, up to and including termination for cause.

    This Insider Trading Policy will continue to apply to your transactions in the Company's or a Third Party's stock even after your employment or service with the Company has terminated. If you are in possession of material nonpublic information when your employment or service terminates, you may not trade in the Company's stock until the information has become public or is no longer material.

    A director, officer, other employee or consultant who has questions about these matters should speak to the Company's Chief Financial Officer or General Counsel.

    Any director, officer, other employee or consultant of the Company who knows of or suspects a violation of this Insider Trading Policy should report the violation immediately to the Company's Chief Compliance Officer or through the Company’s compliance hotline at 855-679-2699 or by submitting a message through the Secure Web Form found at: http://www.openboard.info/EGRX/. The Company and its subsidiaries will comply with all requests from the Securities and Exchange Commission, the Nasdaq Stock Market, Inc. and other agencies for information related to insider trading investigations.

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