Adams Respiratory Therapeutics, Inc. Sample Contracts

BACKGROUND
Executive Employment Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Texas
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RECITALS
Settlement Agreement • May 13th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
EXHIBIT 10.1 LEASE AGREEMENT BY AND BETWEEN WR&E-CHESTER, LLC a New Jersey limited liability company
Lease Agreement • November 3rd, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
Exhibit 10.22 RESTRICTED STOCK AWARD AGREEMENT Non-transferable
Restricted Stock Award Agreement • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
AMONG UCB, INC.,
License Agreement • May 31st, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
SECTION 1 DEFINITIONS
Agreement of Merger • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
GRANT TO
Restricted Stock Award Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
INTRODUCTION
Income Security Agreement • March 25th, 2005 • Adams Laboratories, Inc. • New Jersey
RECITALS
Commercial Services Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Delaware
RECITALS:
Director Indemnification Agreement • May 13th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Among ADAMS RESPIRATORY THERAPEUTICS, INC. as Borrower,
Senior Revolving Credit Agreement • September 28th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
GRANT TO ----------------------------- ("Optionee")
Incentive Stock • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
RECITALS
Supply Agreement • July 19th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
INCOME SECURITY AGREEMENT
Income Security Agreement • March 7th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey

This INCOME SECURITY AGREEMENT is dated as of March 1, 2007 (the “Effective Date”), by and between Adams Respiratory Therapeutics, Inc., a Delaware corporation, (the “Company”) and Rita M. O’Connor (“Employee”).

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SECURITY AGREEMENT SUPPLEMENT
Security Agreement • September 28th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York

Reference is made to (i) the Senior Revolving Credit Agreement dated as of September 26, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ADAMS RESPIRATORY THERAPEUTICS, INC., as Borrower, the Subsidiary Guarantors party thereto, ROYAL BANK OF CANADA (“Royal Bank”), together with its successors and assigns, as Administrative Agent, and the Lenders from time to time party thereto, and (ii) the Security Agreement dated July 11, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of Royal Bank as collateral agent (together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties under the Loan Documents. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Sec

GRANT TO
Non-Statutory • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
EXHIBIT 99.8 RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS Non- transferable
Restricted Stock Unit Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
GRANT TO
Adams Respiratory Therapeutics, Inc. • June 16th, 2005 • Pharmaceutical preparations
CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • December 21st, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York

In connection with your possible interest in a potential business combination (the “Transaction”) involving Adams Respiratory Therapeutics, Inc. (the “Company”), you have requested that we or our representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such information (whether oral or contained on written or other tangible or electronic medium) furnished (whether before or after the date hereof) by us or our directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “our Representatives”) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or your potential sources of financing for the Transaction (collectively, “your Representatives”) and all analyses, compilations, forecasts, studies or other documents

AGREEMENT AND PLAN OF MERGER Dated as of December 10, 2007 by and among RECKITT BENCKISER GROUP PLC, TWICKENHAM INC. and ADAMS RESPIRATORY THERAPEUTICS, INC.
Agreement and Plan of Merger • December 10th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2007, is entered into by and among Reckitt Benckiser Group plc, a United Kingdom corporation (“Parent”), Twickenham Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Adams Respiratory Therapeutics, Inc., a Delaware corporation (the “Company”).

GRANT TO
Adams Respiratory Therapeutics, Inc. • July 21st, 2005 • Pharmaceutical preparations
SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • May 15th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York

This is an agreement (hereinafter referred to as “Agreement”) dated as of this 21st day of March, 2007 (the “Effective Date”), by and between Adams Respiratory Therapeutics, Inc., Adams Respiratory Operations, Inc. and Adams Respiratory Products, Inc., each such corporation organized and existing under the laws of Delaware (together “Adams”), and Pharmaceutical Holdings Corp., a corporation organized and existing under the laws of Delaware, and Mutual Pharmaceutical Co., Inc. and United Research Laboratories, Inc., each such corporation organized and existing under the laws of Pennsylvania (together “Mutual”). Adams and Mutual are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties”.

SECURITY AGREEMENT Dated July 11, 2006 From ADAMS RESPIRATORY THERAPEUTICS, INC., as Grantor - and - the other Grantors referred to herein as Grantors to ROYAL BANK OF CANADA as Collateral Agent Adams Respiratory Therapeutics, Inc. - Security Agreement
Security Agreement • July 17th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York

SECURITY AGREEMENT dated July 11, 2006 made by ADAMS RESPIRATORY THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to ROYAL BANK OF CANADA (“Royal Bank”), as lender under the Bridge Loan Agreement referred to below and as collateral agent under the Revolving Loan Agreement referred to below (in such capacity, and together with any successor collateral agent appointed pursuant to the Loan Agreements (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Loan Agreements) under each of the Loan Agreements referred to below.

SEPARATION AND INDEPENDENT CONSULTING AGREEMENT
Separation and Independent Consulting Agreement • March 7th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SEPARATION AND INDEPENDENT CONSULTING AGREEMENT (the “Agreement”), dated as of March 1, 2007, by and among Adams Respiratory Therapeutics, Inc., a Delaware corporation (the “Company”), and David Becker (“Employee”).

U.S. $25,000,000 LOAN AGREEMENT Dated as of July 11, 2006 Among ADAMS RESPIRATORY THERAPEUTICS, INC. as Borrower and ROYAL BANK OF CANADA as Lender
Loan Agreement • July 17th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York

LOAN AGREEMENT dated as of July 11, 2006 among ADAMS RESPIRATORY THERAPEUTICS, INC., a Delaware corporation (the “Borrower”) and ROYAL BANK OF CANADA (“Royal Bank”), as lender hereunder (the “Lender”).

CHANGE IN CONTROL AGREEMENT BETWEEN AND ADAMS RESPIRATORY THERAPEUTICS, INC.
Change in Control Agreement • June 13th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Adams Respiratory Therapeutics, Inc., a Delaware corporation (the “Company”), and ___ (“Executive”), dated as of the ___ day of ___, 2007.

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