RECITALSStock Purchase Agreement • July 30th, 1999 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
SUBLEASE AGREEMENTSublease Agreement • March 31st, 1997 • Fuisz Technologies LTD • Pharmaceutical preparations • Virginia
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of October 17, 1997 relating to up to $86,250,000 in Aggregate Principal Amount of 7% Convertible Subordinated Debentures due 2004Registration Rights Agreement • November 25th, 1997 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
Tenant") Multi-tenant Flex Lease for VirginiaLease • March 31st, 1998 • Fuisz Technologies LTD • Pharmaceutical preparations
BY AND AMONG FTL ACQUISITION INC., PANGEA, LTD.Stock Purchase Agreement • March 31st, 1998 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
Exhibit 10.16 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this "Agreement") is made and entered into this 29th day of July, 1997 by and among Fuisz Technologies Ltd., a Delaware corporation ("Purchaser"); and The Cross Group, a corporation...Share Purchase Agreement • March 31st, 1998 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
and THE BANK OF NEW YORK, as Trustee INDENTUREIndenture • November 25th, 1997 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
1 Exhibit 10.20 [FUISZ TECHNOLOGIES LTD LETTERHEAD] RESIGNATION AGREEMENT THE PARTIES to this Resignation Agreement, Fuisz Technologies Ltd. ("FTL"), and Mr. Adrian Gerber ("Mr. Gerber") agree that the following sets forth their complete agreement and...Resignation Agreement • March 31st, 1998 • Fuisz Technologies LTD • Pharmaceutical preparations • Virginia
1 - 2 Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements have been completed in accordance with the plans and specifications and that the Premises are in good and satisfactory condition,...Deed of Lease Agreement • March 31st, 1998 • Fuisz Technologies LTD • Pharmaceutical preparations
1 EXHIBIT 10.3 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the "Agreement") is entered into between Fuisz Technologies Ltd., a Delaware Corporation ("Fuisz") on the one hand, and Kenneth W. McVey ("McVey") and...General Release and Severance Agreement • August 16th, 1999 • Fuisz Technologies LTD • Pharmaceutical preparations
EXHIBIT 10.17 [FUISZ TECHNOLOGIES LTD. LETTERHEAD] DECEMBER 16, 1996 MR. KENNETH W. McVEY "LITTLEFIELD," CAVENDISH RD. WEYBRIDGE ENGLAND KT13 OJP Dear Ken: This letter will serve as the agreement between you and Fuisz Technologies Ltd. ("Fuisz") on...Fuisz Technologies LTD • March 31st, 1997 • Pharmaceutical preparations
LOGO]Fuisz Technologies LTD • July 30th, 1999 • Pharmaceutical preparations
On behalf of the Board of Directors (the "Board") of Fuisz Technologies Ltd., a Delaware corporation (the "Company"), we are pleased to inform you that on July 25, 1999, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Biovail Corporation International, an Ontario, Canada corporation ("Parent"), and its wholly-owned subsidiary, ABCI Acquisition Sub. Corporation, a newly organized Delaware corporation (the "Purchaser"), pursuant to which Purchaser today has commenced a cash tender offer (the "Offer") to purchase at a price of $7.00 per Share, net to the seller in cash, without interest, up to 6,585,225 of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Shares"). The Offer is currently scheduled to expire at Midnight, New York City time, on Thursday, August 26, 1999, unless the Offer is extended.
EXHIBIT 3A [LOGO]Fuisz Technologies LTD • July 30th, 1999 • Pharmaceutical preparations
EXHIBIT 7 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made as of this 28th day of January, 1999 by Fuisz Technologies, Ltd. a Delaware corporation with its principal place of business at 14555 Avion at Lakeside, Chantilly,...Exhibit 7 Consulting Agreement • July 30th, 1999 • Fuisz Technologies LTD • Pharmaceutical preparations
EXHIBIT 9 LICENSE AGREEMENT THIS AGREEMENT (the "Agreement") is effective as of December 31, 1998 by and between Privateer Ltd., a corporation organized under the laws of the State of Delaware and doing business at 8000 Tower Crescent Drive, Suite...Exhibit 9 License Agreement • July 30th, 1999 • Fuisz Technologies LTD • Pharmaceutical preparations • New York
1 EXHIBIT 10.20 [Date] [Officer Name] Fuisz Technologies Ltd. 14555 Avion at Lakeside Chantilly, Virginia 20151 Dear [Officer]: I refer to our agreement with you regarding your employment with Fuisz Technologies Ltd. In consideration of your...Fuisz Technologies LTD • March 31st, 1999 • Pharmaceutical preparations
