Option Agreement By and Among Axcan Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. April 11, 2011Option Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This Option Agreement (this “Agreement”) is entered into and made effective as of the 11th day of April, 2011 (the “Effective Date”) by and among Mpex Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 11535 Sorrento Valley Road, San Diego, CA 92121 (the “Company”), Axcan Holdings Inc., a Delaware corporation having offices at 100 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (“Acquiror”), and Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”, and collectively with Acquiror, “Axcan”). The Company and Axcan are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
Development Agreement By and Among Axcan Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. April 11, 2011Development Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This Development Agreement (this “Agreement”) is entered into and made effective as of the 11th day of April, 2011 (the “Effective Date”) by and among Mpex Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 11535 Sorrento Valley Road, San Diego, CA 92121 (“Mpex”), Axcan Holdings Inc., a Delaware corporation having offices at 100 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (“Acquiror”), and Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”, and collectively with Acquiror, “Axcan”). Mpex and Axcan are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG AXCAN HOLDINGS INC., AXCAN LONE STAR INC., MPEX PHARMACEUTICALS, INC. AND THE SECURITYHOLDERS’ REPRESENTATIVE COMMITTEE April 11, 2011Merger Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (as may be amended or supplemented from time to time, this “Agreement”) is made and entered into as of April 11, 2011 (the “Agreement Date”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”), Mpex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX, the Securityholders’ Representative Committee (as defined herein) (each, a “Party” and collectively, the “Parties”).
License Agreement By and Among Axcan Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. April 11, 2011License Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This License Agreement (this “Agreement”) is entered into and made effective as of the 11th day of April, 2011 (the “Effective Date”) by and among Mpex Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 11535 Sorrento Valley Road, San Diego, CA 92121 (the “Company”), Axcan Holdings Inc., a Delaware corporation having offices at 100 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (“Acquiror”), and Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”, and collectively with Acquiror, “Axcan”). The Company and Axcan are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
FIRST AMENDMENT TO OPTION AGREEMENT AND AGREEMENT AND PLAN OF MERGEROption Agreement and Agreement and Plan of Merger • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations
This First Amendment, dated as of May 26, 2011 (this “Amendment”), amends the below-specified portions of (a) that certain Option Agreement, dated as of April 11, 2011 (the “Option Agreement”), by and among Mpex Pharmaceuticals, Inc. (the “Company”), Aptalis Holdings Inc. (f/k/a Axcan Holdings Inc.) (“Aquiror”) and Axcan Lone Star Inc. (“Sub”, and collectively with Acquiror, “Axcan”) and (b) that certain Agreement and Plan of Merger, dated as of April 11, 2011 (the “Merger Agreement”), by and among the Company, Acquiror, Sub and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX of the Merger Agreement, the Securityholders’ Representative Committee. All capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Merger Agreement.
