REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the Effective Date (as defined below) by and among AZUR PHARMA PUBLIC LIMITED COMPANY, a public limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (the “Company”), and each Person listed on Exhibit A hereto (each an “Azur Investor” and collectively, the “Azur Investors”).
ESCROW AGREEMENTEscrow Agreement • January 18th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of January 18, 2012, by and among: JAZZ PHARMACEUTICALS PLC (f/k/a Azur Pharma Limited) a public limited company formed under the laws of Ireland (registered number 504402) whose registered address is 45 Fitzwilliam Square, Dublin 2, Ireland (“Company”); JAZZ PHARMACEUTICALS, INC. (“Jazz, Inc.”); Seamus Mulligan, as representative (the “Indemnitors’ Representative”) of certain shareholders of the Company; and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association (the “Escrow Agent”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Merger Agreement, a copy of which has been delivered to the Escrow Agent solely for allowing the Escrow Agent access to the definitions set forth therein.
To: Jazz Pharmaceuticals plc (f/k/a Azur Seamus Mulligan Pharma Public Limited Company) Woodlands, BarrymoreJazz Pharmaceuticals PLC • January 18th, 2012 • Pharmaceutical preparations
Reference is made to that Agreement and Plan of Merger and Reorganization, dated September 19, 2011, by and among Azur Pharma Public Limited Company, a company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (“Azur”), Jaguar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Azur, Jazz Pharmaceuticals, Inc., a Delaware corporation (“Jazz Pharmaceuticals”) and Seamus Mulligan (“Mulligan”), solely in his capacity as the representative for the Indemnitors (the “Merger Agreement”).
FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 18th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations
AGREEMENT, made the [•] day of [•], 2012, between Jazz Pharmaceuticals plc, a company formed under the laws of Ireland (the “Company”), and [•] (the “Indemnitee”).
