EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 5, 2006 between Talecris Biotherapeutics Holdings Corporation (the “Company”) and John Gaither (the “Executive”) (together, the “Parties”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into on June , 2007 by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and, collectively with IBR BYR and the Parent, the “Acquired Asset Entities”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”). The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to collectively herein as the “Parties.”
ASSET PURCHASE AGREEMENT BY AND AMONG IBR-BYR L.L.C., INTERNATIONAL BIORESOURCES, L.L.C.,Asset Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into on October 31, 2006, by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and, collectively with IBR BYR and the Parent, the “Acquired Asset Entities”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”). The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to collectively herein as the “Parties.”
RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Retained Intellectual Property License Agreement, dated as of March 31, 2005 (this “Agreement”), is by and between Bayer Healthcare LLC, a limited liability company organized under the laws of the State of Delaware (“Bayer”), and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.), a corporation organized under the laws of the Sate of Delaware (“Newco”).
ESCROW AGREEMENTEscrow Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. and TALECRIS PLASMA RESOURCES, INC. as Borrowers, The Lenders Party Hereto, WACHOVIA...Revolving Credit Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT dated as of December 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation, TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, the Lenders party hereto, WELLS FARGO FOOTHILL, INC., as Collateral Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender.
FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. and TALECRIS PLASMA RESOURCES, INC. as Borrowers, The Lenders Party Hereto,...First Lien Term Loan Credit Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation, TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, the Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
AMENDMENT TO DISTRIBUTION AGREEMENT FOR EUROPEDistribution Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Amendment to the Distribution Agreement for Europe (this “Amendment”) is entered into as of April 1, 2006 by and between Talecris Biotherapeutics, Inc. (“Talecris”), Bayer Healthcare LLC (“Bayer”), Bayer Biologicals S.r.l. (“B.Biologicals”) and the Distributors listed in Section 2 below (collectively, the “Distributors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement (as defined below). Talecris, Bayer, B.Biologicals and the Distributors are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.”
SERVICES AGREEMENTTalecris Directsm Services Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
THIS SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 25th day of August, 2005 (the “Effective Date”) by and between TALECRIS BIOTHERAPEUTICS, INC., a North Carolina corporation (“Talecris”), and CENTRIC HEALTH RESOURCES, LLC, a Delaware limited liability company (“CHR”). Talecris and CHR may each be referred to herein as a “Party” or collectively as the “Parties”.
SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. and TALECRIS PLASMA RESOURCES, INC. as Borrowers, The Lenders Party...Second Lien Term Loan Credit Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of December 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation, TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, the Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
EMPLOYMENT AGREEMENTStock Option Award Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT between Talecris Biotherapeutics Holdings Corporation (the “Company”) and Lawrence D. Stern (the “Executive”) (together, the “Parties”) is effective as of April 1, 2005 (the “Effective Date”) and is amended and restated as of April 1, 2007, with all terms retroactive to such date (“Restatement Date”).
FIRST AMENDMENT TO TALECRIS DIRECTSM SERVICES AGREEMENTTalecris Directsm Services Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO TALECRIS DIRECTSM SERVICES AGREEMENT (the “Amendment”) is made effective as of November 23rd, 2005 (the “Effective Date”), by and between TALECRIS BIOTHERAPEUTICS, INC., a North Carolina corporation (“Talecris”), and CENTRIC HEALTH RESOURCES, LLC, a Delaware limited liability company (“CHR”). Talecris and CHR may each be referred to herein as a “Party” or collectively as the “Parties.”
STOCKHOLDERS AGREEMENT among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS HOLDINGS, LLC AND THE OTHER STOCKHOLDERS REFLECTED ON THE SIGNATURE PAGES HERETO December 7, 2006Stockholders Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of December 7, 2006, among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (the “Company”), TALECRIS HOLDINGS, LLC, a Delaware limited liability company (“Talecris LLC”), and each of the stockholders listed on any counterpart signature page hereto or who become party hereto in accordance with Section 8.11(c) (collectively, the “Employee Holders”). Capitalized terms not defined herein have the meanings assigned to them in the Plan (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Transition Services Agreement (the “Transition Services Agreement”) is made and entered into as of November , 2006 (the “Effective Date”), by and between Talecris Plasma Resources, Inc., a Delaware corporation (“Company”) and International BioResources, L.L.C., a Louisiana limited liability company (“IBR”). Company and IBR sometimes are referred to collectively herein as the “Parties” and each individually as a “Party”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
Restricted Stock Award AgreementRestricted Stock Award Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Stock Award Agreement (“Award Agreement” or “Award”), and in the Talecris Biotherapeutics Holdings Corp. 2006 Restricted Stock Plan (the “Plan”), which is attached as Exhibit A. You should carefully review the Plan and the attached documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
AMENDMENT TO RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENT DATED MARCH 31, 2005 BY AND BETWEEN BAYER HEALTHCARE LLC (“LICENSOR”) AND TALECRIS BIOTHERAPEUTICS, INC. (“LICENSEE”)Intellectual Property License Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
Whereas Licensor and Licensee have entered into a Retained Intellectual Property License Agreement dated March 31, 2005 (“the License Agreement”) wherein Licensor granted Licensee a license under certain intellectual property rights called Retained Intellectual Property limited to the Field as defined therein;
JOINDER TO RESTRICTIVE COVENANTSRestrictive Covenants • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
Reference is hereby made to that certain Asset Purchase Agreement (the “Purchase Agreement”), made and entered into on October 31, 2006, by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer,” and collectively with Holdings, IBR BYR, IBR PC and the Parent, the “Parties”). Capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Purchase Agreement.
STOCKHOLDERS AGREEMENT among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS HOLDINGS, LLC INTERNATIONAL BIORESOURCES, L.L.C. AND THE OTHER STOCKHOLDERS REFLECTED ON THE SIGNATURE PAGES HERETO November , 2006Stockholders Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated , 2006 (the “Effective Date”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (the “Company”), TALECRIS HOLDINGS, LLC, a Delaware limited liability company (“Talecris LLC”), INTERNATIONAL BIORESOURCES, L.L.C., a Louisiana limited liability company (“IBR”), and the members of IBR listed on any counterpart signature page hereto executed in accordance with Section 3.01(a)(iv) hereof (collectively with IBR, the “IBR Parties”). Talecris LLC and the IBR Parties are collectively referred to as the “Stockholders”. Capitalized terms not defined herein have the meanings assigned to them in the Purchase Agreement (as defined below).
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. STOCK OPTION AWARD AGREEMENTOption and Incentive Plan • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Stock Option Award Agreement (this “Option Award Agreement”) is effective as of December 6, 2006 (the “Grant Date”), by and between Talecris Biotherapeutics Holdings Corp. a Delaware corporation (the “Company”), and the grantee named on the signature page hereof (the “Grantee”) pursuant to the Talecris Biotherapeutics Holdings Corp. 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Option Award Agreement have the meanings ascribed to them in the Plan.
LICENSE AGREEMENTLicense Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This License Agreement (the “License Agreement”) is made and entered into as of November , 2006 (the “Effective Date”), by and between Talecris Plasma Resources, Inc., a Delaware corporation (“Company”) and International BioResources, L.L.C., a Louisiana limited liability company (“IBR”). Company and IBR sometimes are referred to collectively herein as the “Parties” and each individually as a “Party”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is made as of March 31, 2005, by and between CERBERUS-PLASMA HOLDINGS LLC, a Delaware limited liability company (“Cerberus”), AMPERSAND 2001 LIMITED PARTNERSHIP, a Delaware limited partnership (“Ampersand” and together with Cerberus, the “Managers”), TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (“Holdco”) and TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Newco” and together with Holdco, the “Companies”).
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Stock Option Award Agreement (this “Option Award Agreement”) is effective as of November 10, 2005 (the “Grant Date”), by and between Talecris Biotherapeutics Holdings Corp. a Delaware corporation (the “Company”), and the grantee named on the signature page hereof (the “Grantee”) pursuant to the Talecris Biotherapeutics Holdings Corp. 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Option Award Agreement have the meanings ascribed to them in the Plan.
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment to Management Agreement”) is made as of December 6, 2006, by and between CERBERUS-PLASMA HOLDINGS LLC, a Delaware limited liability company (“Cerberus”), AMPERSAND 2001 LIMITED PARTNERSHIP, a Delaware limited partnership (“Ampersand” and together with Cerberus, the “Managers”), TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (“Holdco”) and TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Newco” and together with Holdco, the “Companies”).
PLEDGE AND SECURITY AGREEMENT dated as of December 6, 2006 among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. TALECRIS BIOTHERAPEUTICS, INC. PRECISION PHARMA SERVICES, INC. TALECRIS PLASMA RESOURCES, INC. as Grantors,Pledge and Security Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 6, 2006 (this “Security Agreement”), among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, PRECISION PHARMA SERVICES, INC., a Delaware corporation and TALECRIS PLASMA RESOURCES, INC., a Delaware corporation, as Grantors, and the other Grantors from time to time party to this Security Agreement, in favor of MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”) as the administrative agent for each of the Secured Parties (together with its successor(s) in such capacity, the “Administrative Agent”) (terms used in the preamble and the recitals to this Security Agreement that are not otherwise defined have the meanings set forth below or incorporated by reference, as provided below).
November , 2006Plasma Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into on November , 2006 by and among IBR-BYR L.L.C., a Louisiana limited liability company (“IBR BYR”), International BioResources, L.L.C., a Louisiana limited liability company (the “Parent”), IBR Plasma Centers, L.L.C., a Louisiana limited liability company (“IBR PC” and, collectively with IBR BYR and the Parent, the “Acquired Asset Entities”), Talecris Biotherapeutics Holdings Corp., a Delaware corporation (“Holdings”), and Talecris Plasma Resources, Inc., a Delaware corporation (the “Buyer”). The Buyer, Holdings and the Acquired Asset Entities sometimes are referred to collectively herein as the “Parties.”
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. IRREVOCABLE TRUST AGREEMENTIrrevocable Trust Agreement • September 24th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
PREAMBLE. This Irrevocable Trust Agreement (the “Trust Agreement”), dated as of December 6, 2006, by and between Talecris Biotherapeutics Holdings Corp. and any successor to its interest (the “Company”), and Wilmington Trust Company as trustee (the “Trustee”).
