CREDIT AGREEMENT dated as of October 4, 2013 among APTALIS PHARMA INC., as Parent Borrower, APTALIS PHARMA CANADA INC., as Co-Borrower, APTALIS MIDHOLDINGS INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 4, 2013, among APTALIS PHARMA INC., a Delaware corporation (the “Parent Borrower”), APTALIS PHARMA CANADA INC., a Canadian corporation (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”, and each a “Borrower”), APTALIS MIDHOLDINGS INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SHARE PURCHASE AGREEMENT by and among AXCAN HOLDINGS INC., AXCAN PHARMA HOLDING B.V. and EURAND N.V. Dated as of November 30, 2010Share Purchase Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT, dated as of November 30, 2010 (this “Agreement”), 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”).
STANDARD LEASE FORM (3/80) PREMISES 1. Lessor does hereby rent and lease to the Lessee the following described space in the office complex known as Inverness Center (the “Park”) in the office building situation at 22 Inverness Center Parkway...Entire Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
FINISHED PRODUCT SUPPLY AGREEMENTFinished Product Supply Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
THIS FINISHED PRODUCT SUPPLY AGREEMENT (this “Agreement”) dated as of October 8, 2003, and effective as of the Closing Date (the “Effective Date”) is made and entered into by and between Aventis Pharmaceuticals Inc., a company organized and existing under the laws of Delaware (“Aventis”), and Axcan Pharma Inc., a corporation organized and existing under the laws of Canada (“Axcan Pharma”, on behalf of itself and its Affiliates, collectively, the “Purchaser”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article 1 hereof or as otherwise set forth herein; capitalized terms used herein without definition shall have the meanings ascribed to them in the Product Acquisition Agreement (as defined below).
LICENSE AGREEMENT between Nordmark Arzneimittel GmbH & Co. KG Pinnauallee 4 25436 Uetersen Germany — hereinafter referred to as Licensor — and Eurand S.p.A. Via Martin Luther King, 13 20060 Pessano con Bornago - Milano Italy — hereinafter referred to...License Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
amended), in Module 2 and Module 3 (parts 3.1, 3.2.S and 3.2.A related to N-Pancreatin). Such documentation is specifically identified in Annex II - hereinafter referred to as the Documentation and may contain Confidential Information and Licensor has not yet revealed such Confidential Information to the Licensee.
AMENDMENT TO THE SUPPLY AGREEMENT BETWEEN APTALIS PHARMA CANADA, INC. (formerly Axcan Pharma, Inc.) AND PADDOCK LABORATORIES, LLC (assignee from Paddock Laboratories, Inc.)Supply Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
This Amendment (“Amendment”) to the Supply Agreement dated May 7, 2004, as amended (the “Agreement”) is by and between Aptalis Pharma Canada, Inc. (formerly Axcan Pharma, Inc.), a company organized under the laws of Canada and having a place of business at 597, Boul. Laurier, Mont-Saint-Hilaire, QC J3H 6C4, Canada (“Aptalis”), and Paddock Laboratories, LLC (assignee to the Agreement from Paddock Laboratories, Inc.), a company organized under the laws of Delaware and having a principal place of business at 3940 Quebec Avenue North Minneapolis, MN 55427 (“Paddock”). Capitalized terms not defined herein shall have the meanings given to them in the Agreement.
CANADIAN PLEDGE AND SECURITY AGREEMENT dated as of October 4, 2013 among CERTAIN SUBSIDIARIES OF APTALIS PHARMA INC. IDENTIFIED HEREIN, as Grantors and BANK OF AMERICA, N.A., as Administrative AgentCanadian Pledge and Security Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • Ontario
CANADIAN PLEDGE AND SECURITY AGREEMENT dated as of October 4, 2013 among certain Subsidiaries of Aptalis Pharma Inc. (the “Parent Borrower”) identified in Annex A, as grantors (each a “Grantor” and collectively the “Grantors”) and Bank of America, N.A., as administrative agent for the Lenders (as defined below).
FIRST AMENDMENT TO LEASELease • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of this Twelfth day of September, 2011, 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 22 Inverness Center Parkway, Birmingham, Alabama 35242, hereinafter referred to as “Tenant”.
AMENDMENT NO. 1 TO THE FINISHED PRODUCT SUPPLY AGREEMENTSupply Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Finished Product Supply Agreement (this “Amendment”) is entered into as of August 2, 2008 (the “Amendment Date”), by and between:
U. S. PLEDGE AND SECURITY AGREEMENT dated as of October 4, 2013 among APTALIS PHARMA INC., as the Parent Borrower, APTALIS MIDHOLDINGS INC., as Holdings, CERTAIN OTHER SUBSIDIARIES OF APTALIS PHARMA INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as...Pledge and Security Agreement • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations • New York
Reference is made to the Credit Agreement dated as of October 4, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, Aptalis Pharma Canada Inc. (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”), Holdings, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, the Hedge Banks have agreed to enter into and/or maintain one or more Secured Hedge Agreements and the Cash Management Banks have agreed to enter into and/or maintain one or more Secured Cash Management Agreements, on the terms and conditions set forth in the Credit Agreement, in such Secured Hedge Agreements and in such Secured Cash Management Agreements, a
ELEVENTH AMENDMENT TO LEASELease • December 26th, 2013 • Aptalis Holdings Inc. • Pharmaceutical preparations
THIS ELEVENTH AMENDMENT TO LEASE (hereinafter referred to as the “Eleventh Amendment”) is made and entered into this 18th day of November, 2008, by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, for the benefit of its Separate Real Estate Account (hereinafter referred to as “Landlord”) and AXCAN PHARMA US, INC., a Delaware corporation (hereinafter referred to as “Tenant”), successor by name change to Axcan Scandipharm, Inc.
