December 28, 2011 STRAKAN INTERNATIONAL S.À R.L. PROSTRAKAN INC. (For the Purposes of Sections 5.1 and 11.1.2) – and – APTALIS PHARMA US, INC. Commercialization and License AgreementCommercialization and License Agreement • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
This COMMERCIALIZATION AND LICENSE AGREEMENT (this “Agreement”) is dated as of December 28, 2011 (the “Signing Date”), but shall not be effective until the Effective Date, by and among STRAKAN INTERNATIONAL S.À R.L., a company incorporated under the Laws of Luxembourg having a principal place of business at Galabank Business Park, Galashiels, Scottish Borders, TD1 1QH UK (“Strakan”), and PROSTRAKAN INC., for the purposes of Sections 5.1 and 11.1.2, a company incorporated under the Laws of Delaware having a principal place of business at 1430 State Highway 206, Suite 101, Bedminster, NJ 07921, US (“ProStrakan”), on the one hand, and APTALIS PHARMA US, INC. a company incorporated under the Laws of the State of Delaware and having a principal place of business at 22 Inverness Center Parkway, Birmingham, Alabama 35242, United States (“Aptalis”) on the other hand. Strakan and Aptalis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
GUARANTY dated as of October 4, 2013 among APTALIS MIDHOLDINGS INC., APTALIS PHARMA INC., APTALIS PHARMA CANADA INC., CERTAIN OTHER SUBSIDIARIES OF APTALIS PHARMA INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
GUARANTY dated as of October 4, 2013, among APTALIS MIDHOLDINGS INC., a Delaware corporation (“Holdings”), APTALIS PHARMA INC., a Delaware corporation (the “Parent Borrower”), APTALIS PHARMA CANADA INC., a Canadian corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers,” and, each a “Borrower”), certain other Subsidiaries of the Parent Borrower from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
SECOND AMENDMENT TO LEASELease • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of this 21st day of August, 2012, by and between SCC BUILDING I LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o SJP Properties, Morris Corporate Center IV, Building C, 379 Interpace Parkway, Parsippany, New Jersey 07054, hereinafter referred to as “Landlord”, and APTALIS PHARMA U.S., INC. (f.k.a. Axcan Pharma U.S., Inc.), a Delaware corporation, having its principal office at 100 Somerset Corporate Boulevard, Suite 2000, Bridgewater, NJ 08807, hereinafter referred to as “Tenant”.
PLEDGE OF DEBENTURES DATED AS OF OCTOBER 4, 2013Aptalis Holdings Inc. • December 17th, 2013 • Pharmaceutical preparations
WHEREAS Aptalis Pharma Inc. and the Pledgor, as borrowers, Bank of America, N.A., as administrative agent and the lenders identified therein are among the parties to a Credit Agreement dated on or about October 4, 2013 (as may be amended, restated or supplemented from time to time, the “Credit Agreement”) pursuant to which the Lenders have agreed to make available to the Borrowers the Facility provided therein; WHEREAS the Pledgor has issued this day a debenture in the amount of US $1,700,000,000 pursuant to a deed of hypothec executed in favour of Bank of America, N.A., acting as fondé de pouvoir of the debentureholders thereunder, on October 3, 2013 (as amended, modified or supplemented from time to time, the “Hypothec”).
SUPPLY AGREEMENT BETWEEN PADDOCK LABORATORIES, INC. AND AXCAN PHARMA INC. DATED: May 7, 2004Supply Agreement • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • Minnesota
This SUPPLY AGREEMENT, dated as of May 7, 2004, is entered into by and between PADDOCK LABORATORIES, INC. (“Paddock”), a Minnesota corporation having its principal office at 3940 Quebec Avenue North, Minneapolis, MN, 55427 and AXCAN PEARMA INC. (“Axcan Pharma”), a Canadian corporation having its principal office at 597 boul. Laurier, Mont Saint-Hilaire, Quebec J3H 6C4, Canada (the “Agreement”).
AMENDMENT NO. 1 TO THE SUPPLY AGREEMENT BETWEEN APTALIS PHARMA CANADA, INC. AND INFARSupply Agreement • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) to the Supply Agreement dated 16 September, 2008 (the “Agreement”) is by and between Aptalis Pharma Canada, Inc. (formerly Axcan Pharma Inc.), a company incorporated under the laws of Canada and having a place of business at 597, boulevard Laurier, Mont-Saint-Hilaire, QC, J3H 6C4 Canada (“Aptalis”), and Infar, a company incorporated under the laws of Spain and having a principal place of business at Ctra. N-II Km. 680.6 08389 Palafolls, Barcelona, Spain (“Infar”). Capitalized terms not defined herein shall have the meanings given to them in the Agreement.
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT, dated as of December 16, 2010 (this “First Amendment”), by and among Axcan Holdings Inc., a Delaware corporation (“Parent”), Axcan Pharma Holding B.V., a private limited liability company (besloten vennootschap met beperkie aansprakelijkheid) organized under the laws of The Netherlands (“Buyer”), and Eurand N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”).
SUPPLY CONTRACTSupply Contract • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
Eurand S.p.A., a company incorporated under the laws of Italy, with offices at Via Martin Luther King, 13, 20060 Pessano con Bornago — Milan, Italy (hereafter called Customer)
AGREEMENT OF LEASE SCC BUILDING I LIMITED PARTNERSHIP as Landlord - and - AXCAN PHARMA US, INC. as TenantAgreement of Lease • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New Jersey
AGREEMENT OF LEASE (this “Lease”), dated as of January 22, 2009 between SCC BUILDING I LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o SJP Properties, Morris Corporate Center IV, Building C, 379 Interpace Parkway, Parsippany, New Jersey 07054, hereinafter referred to as “Landlord”, and AXCAN PHARMA US, INC., a Delaware corporation, having its principal office at 22 Inverness Center Parkway, Birmingham, Alabama 35242, hereinafter referred to as “Tenant”.
Supply Agreement between INFAR and AXCAN PHARMA INC.Supply Agreement • December 17th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
WHEREAS AXCAN is a leading specialty pharmaceutical company that develops, manufactures, markets and distributes a broad line of gastrointestinal (GI) finished products primarily in North America and Europe;
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 • December 17th, 2013 • Aptalis Holdings 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”).
