ADDENDUM No. 5 TO AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations
THIS ADDENDUM No. 5 (the “Addendum”) to the AMENDED AND RESTATED MASTER SERVICES AGREEMENT dated as of May 31, 2005, as amended (collectively, the “Agreement”), by and between EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. (“ESSDS”) and ORPHAN MEDICAL, INC. (“Orphan Medical”) and assigned to JAZZ PHARMACEUTICALS, INC. (“Jazz Pharmaceuticals”), is entered into as of September 24, 2007 by and between ESSDS and Jazz Pharmaceuticals. Capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement.
Amendment No. 1 to Amended and Restated Xyrem License and Distribution AgreementLicense and Distribution Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No. 1 (the “Amendment”) to the Amended and Restated Xyrem License and Distribution Agreement dated as of June 30, 2006 (the “Agreement”) by and between Jazz Pharmaceuticals, Inc., having its principal place of business at 3180 Porter Drive, Palo Alto, California 94304, USA (together with its Affiliates, “Jazz Pharmaceuticals”) and UCB Pharma Limited, a company organized under the laws of England having its principal place of business at 208 Bath Road, Slough, Berkshire, SL1 3WE (together with its Affiliates, “UCB”), is entered into as of the 21 day of December, 2007 (the “Execution Date”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement.
JAZZ PHARMACEUTICALS, INC. WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made effective as of March 12, 2008 (the “Effective Date”), by and among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the undersigned Holders (the “Consenting Holders”).
JAZZ PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENT MARCH 17, 2008Registration Rights Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of March 17, 2008 by and among Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers (the “Purchasers”) of Tranche A Notes (the “Notes”) and related Warrants (the “Warrants”) pursuant to the Senior Secured Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), each of which Purchasers is listed on Schedule A hereto.
JPI COMMERCIAL, LLC 15% Senior Secured Notes due June 24, 2011 GUARANTEED AND ACCOMPANIED WITH WARRANTS ISSUED BY JAZZ PHARMACEUTICALS, INC. SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT Dated as of March 14, 2008Senior Secured Note and Warrant Purchase Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is hereby entered into by and among the Purchasers, JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and JPI COMMERCIAL, LLC, a Delaware limited liability company (the “Borrower”), with reference to the following:
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No.1 to License Agreement (the “Amendment”) is made and entered into as of the 12th day of March, 2008 (“Effective Date”), by and between SOLVAY PHARMACEUTICALS, INC., a Georgia corporation having its principal office at 901 Sawyer Road, Marietta, Georgia 30062 (“Solvay”) and JAZZ PHARMACEUTICALS, INC., a Delaware corporation, having its principal offices at 3180 Porter Drive, Palo Alto, California 94304 (“Jazz Pharmaceuticals”). Solvay and Jazz Pharmaceuticals are referred to herein on occasion separately as a “Party” or together as the “Parties”. Capitalized terms used herein shall have their respective meanings set forth in the License Agreement, unless otherwise defined herein.
AMENDMENT NUMBER 4 TO DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations
WHEREAS, Elan Corporation plc, an Irish company, and Solvay Pharmaceuticals, Inc., a Georgia corporation, entered into a development, license and supply agreement dated December 22, 1997, as amended by Amendment No. 1 dated March 1, 1999, Amendment No. 2 dated April 13, 2000 and Amendment No. 3 dated November 7, 2006 (collectively the “Development, License and Supply Agreement”).
