VOTING AGREEMENTVoting Agreement • September 28th, 2011 • Azur Pharma LTD • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of September 19, 2011, by and among AZUR PHARMA LIMITED, a private limited company incorporated in Ireland (“Azur”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and the stockholder signatories hereto (“Stockholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG AZUR PHARMA LIMITED, JAGUAR MERGER SUB INC., JAZZ PHARMACEUTICALS, INC. AND SEAMUS MULLIGAN AS INDEMNITORS’ REPRESENTATIVE DATED AS OF SEPTEMBER 19, 2011Agreement and Plan of Merger and Reorganization • September 28th, 2011 • Azur Pharma LTD • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 19, 2011, is by and among AZUR PHARMA LIMITED, a limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (“Azur”), JAGUAR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Azur (“Merger Sub”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Jazz”) and SEAMUS MULLIGAN, solely in his capacity as the representative for the Indemnitors (as defined below) as further provided herein (the “Indemnitors’ Representative”). Each and any one of Azur, Merger Sub and Jazz, individually shall be referred to herein as a “Party” and, together the “Parties”.
NONCOMPETITION AGREEMENTNoncompetition Agreement • October 26th, 2011 • Azur Pharma Public LTD Co • Pennsylvania
THIS NONCOMPETITION AGREEMENT (the “Noncompetition Agreement”) is entered into as of the Effective Date (as defined below) by and among Seamus Mulligan, an individual (“Employee”), in favor of, and for the benefit of: Azur Pharma Limited, a limited company formed under the laws of Ireland (registered number 399192) (which as a result of the Transactions shall become Jazz Pharmaceuticals plc, a public limited company incorporated in Ireland) whose principal place of business is at 45 Fitzwilliam Square, Dublin 2, Ireland (“New Jazz”), together with its subsidiaries Jazz Pharmaceuticals, Inc. (“Jazz”) and Azur Pharma Inc. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 17.
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
WHEREAS, Azur Pharma Limited (“Azur”), Jazz Pharmaceuticals, Inc. (“Jazz”), Jaguar Merger Sub Inc. (a wholly-owned subsidiary of Azur), and Seamus Mulligan, as Indemnitors’ Representative, are entering into an Agreement and Plan of Merger and Reorganization, dated September 19, 2011 (the “Merger Agreement”), pursuant to which the parties thereto will effect a reorganization and merger, among other things.
AMENDMENT #2 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
This Amendment # 2 effective as of the last date on the signature page hereof (“Effective Date”), by and between CIMA LABS INC. (“CIMA”) and Alamo Pharmaceuticals, LLC (“ALAMO”) amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and ALAMO dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005 (collectively, the “Agreement”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 28th, 2012 • Azur Pharma Public LTD Co • Pharmaceutical preparations • California
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is made effective as of the Effective Time, by and among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“JPI”), JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (f/k/a Azur Pharma Public Limited Company), a public limited company formed under the laws of Ireland (“New Jazz”), and the undersigned Holders.
AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT by and between CIMA LABS INC. And ALAMO PHARMACEUTICALS, LLC dated as of August 22, 2005Development, License and Supply Agreement • November 9th, 2011 • Azur Pharma Public LTD Co • Pharmaceutical preparations • New York
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ASSET PURCHASE AGREEMENT by and among AVANIR PHARMACEUTICALS, and ALAMO PHARMACEUTICALS, LLC on the one hand and AZUR PHARMA INTERNATIONAL III LIMITED, and AZUR PHARMA INC. on the other hand Dated as of July 2, 2007Asset Purchase Agreement • October 26th, 2011 • Azur Pharma Public LTD Co • New York
THIS ASSET PURCHASE AGREEMENT, dated as of July 2, 2007, is by and among Avanir Pharmaceuticals, a California corporation (“Parent”), Alamo Pharmaceuticals, LLC, a California limited liability company (“Seller” and together, the “Selling Parties”), and Azur Pharma Inc., a New York corporation (“Azur Inc.”), and Azur Pharma International III Limited, a Bermuda limited liability company (“Azur Limited” and together with Azur Inc., “Buyer”).
AMENDMENT #8 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
This Amendment # 8 effective as of the last date on the signature page hereof (“Amendment Effective Date”), by and between CIMA LABS INC., a Delaware corporation (“CIMA”), and Azur Pharma Limited, an Irish limited company (“AZUR”), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (“Amendment #6), and Amendment #7 effective as of February 20, 2009 (“Amendment #7) (collectively, the “Agreement”).
AMENDMENT #6 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
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AMENDMENT #9 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
This Amendment # 9 effective as of the last date on the signature page hereof and upon execution of the Settlement and License Agreement (as defined below) (the “Amendment Effective Date”), by and between CIMA LABS INC., a Delaware corporation (“CIMA”), and Azur Pharma Limited, an Irish limited company (“AZUR”), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (“Amendment #6), and Amendment #7 effective as of February 20, 2009 (“Amendment #7), and Amendment #8 effective as of March 12, 2010 (“Amendment #8) (collectively, the “Agreement”).
Lease ParticularsSeamus Mulligan • October 26th, 2011 • Azur Pharma Public LTD Co
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 28th, 2012 • Azur Pharma Public LTD Co • Pharmaceutical preparations • California
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is made effective as of the Effective Time, by and among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“JPI”), JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (f/k/a Azur Pharma Public Limited Company), a public limited company formed under the laws of Ireland (“New Jazz”), and the undersigned Holders (the “Consenting Holders”).
AMENDMENT #1 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
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ASSET PURCHASE AGREEMENT BETWEEN ELAN PHARMACEUTICALS, INC. AND AZUR PHARMA INTERNATIONAL LIMITED Dated as of March 4, 2010Asset Purchase Agreement • October 26th, 2011 • Azur Pharma Public LTD Co • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of March 4, 2010 by and between Elan Pharmaceuticals, Inc., a Delaware corporation (“Seller”) and Azur Pharma International Limited, a Bermuda limited company (“Buyer”). Buyer and Seller are each referred to herein as a “Party” and collectively herein as the “Parties.”
AMENDMENT #4 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
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AMENDMENT#3 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
This Amendment # 3 effective as of the 1st day of January 2008 (“Effective Date”), by and between CIMA LABS INC., a Delaware corporation (“CIMA”), and Azur Pharma International III Limited, a Bermuda corporation (“AZUR”), as assignee of Alamo Pharmaceuticals, LLC, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005 and that Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007 (“Amendment #2) (collectively, the “Agreement”).
AMENDMENT #9 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • November 9th, 2011 • Azur Pharma Public LTD Co • Pharmaceutical preparations
This Amendment # 9 effective as of the last date on the signature page hereof and upon execution of the Settlement and License Agreement (as defined below) (the “Amendment Effective Date”), by and between CIMA LABS INC., a Delaware corporation (“CIMA”), and Azur Pharma Limited, an Irish limited company (“AZUR”), as assignee of Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 effective October 19, 2005, Amendment #2 effective April 10, 2007, Amendment #3 effective as of January 1, 2008, Amendment #4 effective as of April 15, 2008, Amendment #5 effective as of September 9, 2008, Amendment #6 effective as of March 6, 2009 (“Amendment #6), and Amendment #7 effective as of February 20, 2009 (“Amendment #7), and Amendment #8 effective as of March 12, 2010 (“Amendment #8) (collectively, the “Agreement”).
SECOND AMENDMENT OF LEASELease • February 28th, 2012 • Azur Pharma Public LTD Co • Pharmaceutical preparations
THIS SECOND AMENDMENT OF LEASE is made and entered into as of February 28, 2012, by and between Wheatley-Fields, LLC, a California Limited Liability Company, successor in interest to The Board of Trustees of the Leland Stanford Junior University, hereinafter called Landlord and Jazz Pharmaceuticals, Inc, a Delaware Corporation hereinafter called Tenant.
AMENDMENT #5 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
This Amendment # 5 effective as of the last date on the signature page hereof (“Amendment Effective Date”), by and between CIMA LABS INC., a Delaware corporation (“CIMA”), and Azur Pharma Limited, an Irish limited company (“AZUR”), as assignee of, and successor in title of the rights and obligations of, Azur Pharma International III Limited, a Bermuda corporation, amends and supplements that certain Amended and Restated Development, License and Supply Agreement between CIMA and AZUR dated August 22, 2005, as amended by that Amendment #1 to Amended And Restated Development, License and Supply Agreement effective October 19, 2005, Amendment #2 to Amended and Restated Development, License and Supply Agreement effective April 10, 2007, Amendment #3 to Amended and Restated Development, License and Supply Agreement effective as of January 1, 2008, and Amendment #4 to Amended and Restated Development, License and Supply Agreement effective as of April 15, 2008 (collectively, the “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2011 • Azur Pharma Public LTD Co • Pharmaceutical preparations
AGREEMENT, made the [—] day of [—], 2011, between Azur Pharma plc, a public limited company formed under the laws of Ireland (the “Company”), and [—] (the “Indemnitee”).
JAZZ PHARMACEUTICALS PLC WARRANT TO PURCHASE SHARES To Purchase [ ] Ordinary Shares of US$0.0001 eachAzur Pharma Public LTD Co • February 28th, 2012 • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, [ ], or permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Jazz Pharmaceuticals plc, an Irish incorporated public limited company (the “Company), up to [ ] ordinary shares of US$0.0001 each in the capital of the Company, (the “Ordinary Shares”). This warrant is one of a series of warrants issued by the Company as of the date hereof (individually, a “Warrant,” and collectively, the “Warrants”) pursuant to that certain Securities Purchase Agreement between Jazz Pharmaceuticals, Inc and each Purchaser that is a party thereto, dated as of July 6, 2009 (the “Purchase Agreement”).
AMENDMENT #7 TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 26th, 2011 • Azur Pharma Public LTD Co
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