Minrad International, Inc. Sample Contracts

Minrad International, Inc. – INDEMNIFICATION PRIORITY AGREEMENT (December 23rd, 2008)

THIS INDEMNIFICATION PRIORITY AGREEMENT (the “Agreement”) is made and entered into as of December 15 2008 between Minrad International, Inc., a Delaware corporation (including its predecessors, successors and assigns, the “Company”), and (“Indemnitee”).

Minrad International, Inc. – VOTING AGREEMENT (December 23rd, 2008)

VOTING AGREEMENT, dated as of December 22, 2008 (this “Agreement”), among Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”), and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

Minrad International, Inc. – SENIOR CREDIT AGREEMENT between MINRAD INTERNATIONAL, INC., and MINRAD INC., as Borrower and PIRAMAL HEALTHCARE, INC. as Lender (December 23rd, 2008)

THIS SENIOR CREDIT AGREEMENT (“Agreement”) is dated this 22nd day of December 2008, by and between MINRAD INTERNATIONAL, INC., a Delaware corporation (“Minrad” and MINRAD INC., a Delaware corporation and a wholly-owned subsidiary of Minrad (“Minrad Sub” and collectively with Minrad, the “Borrower”) and PIRAMAL HEALTHCARE, INC., a Delaware corporation, as lender (“Lender”).

Minrad International, Inc. – AGREEMENT AND PLAN OF MERGER AMONG PIRAMAL HEALTHCARE, INC., MAYFLOWER ACQUISITION CORP. PIRAMAL HEALTHCARE LTD. and MINRAD INTERNATIONAL, INC. Dated as of December 22, 2008 (December 23rd, 2008)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 22, 2008, among Piramal Healthcare, Inc., (“Parent”), a Delaware corporation, Mayflower Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“PH Sub”), Minrad International, Inc., a Delaware corporation (the “Company”), and (solely with respect to Sections 3.02, 3.06, 6.12, 8.03, 8.04, 8.05 and Article IX) Piramal Healthcare Limited, an Indian public limited company (“PHL”).

Minrad International, Inc. – INDEMNIFICATION PRIORITY AGREEMENT (December 23rd, 2008)

THIS INDEMNIFICATION PRIORITY AGREEMENT (the “Agreement”) is made and entered into as of December 15 2008 between Minrad International, Inc., a Delaware corporation (including its predecessors, successors and assigns, the “Company”), and (“Indemnitee”).

Minrad International, Inc. – PRESS RELEASE Piramal Healthcare Limited to acquire Minrad International, Inc. — Combined company will create a global company in inhaled anaesthetic gas products — (December 23rd, 2008)

Mumbai, December 22, 2008: Piramal Healthcare Limited [NSE: Pirhealth, BSE: 500302], one of India’s largest pharmaceutical and healthcare companies, and Minrad International, Inc. (AMEX: BUF), a provider of generic inhalation anesthetics, jointly announced that they have signed a definitive merger agreement for Piramal to acquire Minrad. Under the terms of the agreement, Minrad will merge with a newly incorporated wholly-owned subsidiary of Piramal. If the merger is completed, stockholders of Minrad will receive $0.12 per share in cash. In connection with the merger agreement, Piramal has also agreed to acquire Minrad’s 8% Senior Secured Convertible Notes from the note holders. Total consideration for the merger and acquisition of the notes, in cash plus the assumption of debt, will be approximately $40 million. The transaction is conditioned upon approval by Minrad’s stockholders and other customary closing conditions. It is not subject to any financing contingency and is expected to

Minrad International, Inc. – SENIOR CREDIT AGREEMENT between MINRAD INTERNATIONAL, INC., and MINRAD INC., as Borrower and PIRAMAL HEALTHCARE, INC. as Lender (December 23rd, 2008)

THIS SENIOR CREDIT AGREEMENT (“Agreement”) is dated this 22nd day of December 2008, by and between MINRAD INTERNATIONAL, INC., a Delaware corporation (“Minrad” and MINRAD INC., a Delaware corporation and a wholly-owned subsidiary of Minrad (“Minrad Sub” and collectively with Minrad, the “Borrower”) and PIRAMAL HEALTHCARE, INC., a Delaware corporation, as lender (“Lender”).

Minrad International, Inc. – VOTING AGREEMENT (December 23rd, 2008)

VOTING AGREEMENT, dated as of December 22, 2008 (this “Agreement”), among Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”), and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

Minrad International, Inc. – September 11, 2008 (September 16th, 2008)

This will confirm the terms and conditions of your continued employment with Minrad International, Inc. (the “Company”) in the position of Senior Vice President of Commercial Development, effective May 1, 2008. Except as otherwise specifically provided herein, this letter agreement supersedes and replaces all prior communications, representations, agreements, understandings, plans and arrangements between the parties, whether oral or written. Your employment with the Company will continue to be “at will” meaning that either you or the Company can terminate your employment at any time, with or without cause, and with or without prior notice.

Minrad International, Inc. – September 11, 2008 (September 16th, 2008)

This will confirm the terms and conditions of your continued employment with Minrad International, Inc. (the “Company”) in the position of Executive Vice President and Chief Technical Officer, effective January 1, 2008. Except as otherwise specifically provided herein, this letter agreement supersedes and replaces all prior communications, representations, agreements, understandings, plans and arrangements between the parties, whether oral or written, including your initial offer letter to join the Company as Senior Vice President Technical dated April 17, 2007. Your employment with the Company will continue to be “at will” meaning that either you or the Company can terminate your employment at any time, with or without cause, and with or without prior notice.

Minrad International, Inc. – September 11, 2008 (September 16th, 2008)

This will confirm the terms and conditions of your continued employment with Minrad International, Inc. (the “Company”) in the position of Executive Vice President and Chief Financial Officer, effective March 3, 2008. Except as otherwise specifically provided herein, this letter agreement supersedes and replaces all prior communications, representations, agreements, understandings, plans and arrangements between the parties, whether oral or written. Your employment with the Company will continue to be “at will,” meaning that either you or the Company can terminate your employment at any time, with or without cause, and with or without prior notice.

Minrad International, Inc. – September 11, 2008 (September 16th, 2008)

This will confirm the terms and conditions of your continued employment with Minrad International, Inc. (the “Company”) in the position of Vice President and Controller, effective May 12, 2008. Except as otherwise specifically provided herein, this letter agreement supersedes and replaces all prior communications, representations, agreements, understandings, plans and arrangements between the parties, whether oral or written. Your employment with the Company will continue to be “at will,” meaning that either you or the Company can terminate your employment at any time, with or without cause, and with or without prior notice.

Minrad International, Inc. – MINRAD INTERNATIONAL, INC. EMPLOYEES SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION (Effective as of , 2008) (August 14th, 2008)
Minrad International, Inc. – STOCK OPTION AGREEMENT (May 8th, 2008)

THIS AGREEMENT is made as of by and between MINRAD INTERNATIONAL, INC., a Delaware corporation, (the “Company”) and (the “Optionee”).

Minrad International, Inc. – SECURITIES PURCHASE AGREEMENT (May 6th, 2008)

THIS OPEN-ENDED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter, together with any and all amendments, supplements, modifications or restatements of any kind, referred to as this “Mortgage”), is made as of May ___, 2008, by MINRAD INC., a Delaware corporation having its principal place of business at 50 Cobham Drive, Orchard Park, NY 14127, (“Mortgagor”), in favor of LB I GROUP INC., a Delaware corporation, having its principal place of business at c/o Lehman Brothers Inc., 399 Park Ave, 9th Floor, NY, NY 10022, Attention: Will Yelsits as Collateral Agent for each of the Persons and their respective successors and assigns which from time to time shall be a “Buyer” under the SPA (as hereinafter defined) (in such capacity, together with its successors and assigns, “Mortgagee”).

Minrad International, Inc. – CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (May 6th, 2008)

We intend that this offering of our convertible notes be made only to accredited investors purchasing in the ordinary course of their business for their own account for investment and not with a view to, or in connection with any arrangements or understandings regarding, any subsequent distributions. An “accredited investor,” as used in this confidential private placement memorandum, is a person defined as an “accredited investor” in Rule 501(a) under the Securities Act.

Minrad International, Inc. – INVESTMENT AGREEMENT dated as of February 8, 2008 by and among MINRAD INC. as Company MINRAD INTERNATIONAL, INC. as Parent THE GUARANTORS FROM TIME TO TIME PARTY HERETO LAMINAR DIRECT CAPITAL L.P. as a Lender and as Agent, and THE OTHER LENDERS PARTY HERETO $15,000,000 Senior Secured Notes due February 8, 2011 Warrants for 3,208,427 Common Shares (March 31st, 2008)

THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2008, among MINRAD INC., a Delaware corporation (the “Company”), MINRAD INTERNATIONAL, INC., a Delaware corporation (the “Parent”), the guarantors from time to time party hereto (together with the Parent, the “Guarantors”), LAMINAR DIRECT CAPITAL L.P., a Delaware limited partnership, as a Lender and in its capacity as agent and collateral agent, in each case in the manner and to the extent described in Article XI hereof (in each such capacity, the “Agent”), the financial institutions identified as Lenders on the signature pages hereto, and the other lenders from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”).

Minrad International, Inc. – BY-LAWS OF MINRAD INTERNATIONAL, INC. (A DELAWARE CORPORATION) (March 28th, 2008)
Minrad International, Inc. – EMPLOYMENT AGREEMENT (March 28th, 2008)

THIS AGREEMENT is made as of the ___ day of March, 2008, by and between Minrad International, Inc., a Delaware corporation, with an office at 50 Cobham Drive, Orchard Park, NY 14127 (the “Corporation”) and David DiGiacinto residing at 135 E. Wall Street, Bethlehem, PA 18018-6125 (the “Executive”).

Minrad International, Inc. – OPTIONAL ADVANCE DEMAND NOTE FIRST NIAGARA BANK (August 14th, 2007)
Minrad International, Inc. – EMPLOYMENT AGREEMENT (November 6th, 2006)

THIS AGREEMENT is made as of the 31st day of October, 2006, by and between Minrad International, Inc., a Delaware corporation, with an office at 50 Cobham Drive, Orchard Park, NY 14127 (the “Corporation”) and William H. Burns, Jr. residing at 69 Forest Road, Orchard Park, NY 14127 (the “Executive”).

Minrad International, Inc. – AMENDMENT TO ADVISORY CONSULTING AGREEMENT (November 1st, 2006)

INTERNATIONAL CAPITAL ADVISORY INC. (“ICA”) and MINRAD INC. (“Minrad”) hereby enter into this Amendment to Advisory Consulting Agreement (the “Amendment”) and agree as follows:

Minrad International, Inc. – [MINRAD INTERNATIONAL, INC. LETTERHEAD] CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE (August 30th, 2006)

This SEPARATION AGREEMENT, WAIVER AND RELEASE ("Separation Agreement") is between Minrad International, Inc. ("Employer") and William L. Bednarski ("Executive").

Minrad International, Inc. – MILESTONE STOCK OPTION AGREEMENT (August 23rd, 2006)

THIS AGREEMENT is made as of by and between MINRAD INTERNATIONAL, INC., a Delaware corporation, (the "Company") and (the "Optionee").

Minrad International, Inc. – EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT (August 7th, 2006)
Minrad International, Inc. – Minrad International, Inc. Announces RxElite Contract Amendment (June 20th, 2006)

Buffalo, NY (June 16, 2006) – Minrad International, Inc. (BUF.AMEX) announced today an amendment to its inhalation anesthetics distribution agreement with RxElite Holdings, Inc. The significant changes include:

Minrad International, Inc. – LEASE AGREEMENT (November 14th, 2005)

THIS LEASE made and entered into as of the 20th day of October, 2005 by and between Peter L. Krog having offices at 4 Centre Drive Orchard Park, NY 14127 (hereinafter referred to as "LANDLORD"); and Minrad Inc. having offices at 847 Main Street; Buffalo, NY 14203 (hereinafter referred to as ("TENANT").

Minrad International, Inc. – FORM OF WARRANT (August 5th, 2005)

Minrad International, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [NAME OF BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), (___________) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Warrants to Purchase Common Stock (the "SP

Minrad International, Inc. – REGISTRATION RIGHTS AGREEMENT (August 5th, 2005)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of June 28, 2005, by and among Minrad International, Inc., a Delaware corporation (the "Company") and the buyers identified as buyers subsequent to June 10, 2005 on the Schedule of Buyers attached hereto as Exhibit A (each, a "Buyer" and, collectively, the "Buyers").

Minrad International, Inc. – SECURITIES PURCHASE AGREEMENT (August 5th, 2005)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 28, 2005, by and among Minrad International, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto as a buyer subsequent to June 21, 2005 (individually, a "Buyer" and collectively, the "Buyers").

Minrad International, Inc. – FORM OF WARRANT (June 21st, 2005)

Minrad International, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [NAME OF BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), (___________) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Warrants to Purchase Common Stock (the "SP

Minrad International, Inc. – SECURITIES PURCHASE AGREEMENT (June 21st, 2005)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 17, 2005, by and among Minrad International, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto as a buyer subsequent to June 10, 2005 (individually, a "Buyer" and collectively, the "Buyers").

Minrad International, Inc. – REGISTRATION RIGHTS AGREEMENT (June 21st, 2005)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of June 17, 2005, by and among Minrad International, Inc., a Delaware corporation (the "Company") and the buyers identified as buyers subsequent to June 10, 2005 on the Schedule of Buyers attached hereto as Exhibit A (each, a "Buyer" and, collectively, the "Buyers").

Minrad International, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MINRAD INTERNATIONAL, INC. (June 14th, 2005)

Minrad International, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation of the Company, and pursuant to Sections 151 and 141 of the DGCL, the Board of Directors of the Company, adopted resolutions (i) designating a series of the Company's previously authorized preferred stock, par value $0.25 per share, and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of Fifteen Thousand (15,000) shares of Series A Convertible Preferred Stock of the Company, as follows:

Minrad International, Inc. – REGISTRATION RIGHTS AGREEMENT (June 14th, 2005)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of June 8, 2005, by and among Minrad International, Inc., a Delaware corporation (the "Company") and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a "Buyer" and, collectively, the "Buyers").