INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September , 2014 between HORIZON PHARMA, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
HORIZON PHARMA, INC., HORIZON PHARMA PUBLIC LIMITED COMPANY AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 19, 2014First Supplemental Indenture • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 19, 2014 (this “Supplemental Indenture”), among HORIZON PHARMA, INC., a Delaware corporation (the “Company”), HORIZON PHARMA PUBLIC LIMITED COMPANY, a public limited company organized under the laws of Ireland (f/k/a Vidara Thereapeutics International Public Limited Company; f/k/a Vidara Therapeutics International Limited) (“Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of November 22, 2013 (the “Indenture”), between the Company and the Trustee.
CONSULTING AGREEMENTConsulting Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Illinois
This Consulting Agreement (the “Agreement”) is entered into as of March 18, 2014 and shall become effective as of the Effective Date (as defined below), by and among Horizon Pharma USA, Inc., with its principal place of business at 520 Lake Cook Road, #520, Deerfield, IL 60015 (“Company”), and Virinder Nohria, M.D., Ph.D., an individual residing at 111 Skyline View Road, Franklin, NC 28734 (“Consultant”), for the purpose of setting forth the exclusive terms and conditions by which Company will acquire Consultant’s services on a temporary basis. Company and Consultant may be referred to herein individually as a “Party,” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 1, 2014 (the “Effective Date”) by and among VIDARA THERAPEUTICS INTERNATIONAL PLC, a public limited company incorporated under the laws of Ireland (the “Company”), VIDARA THERAPEUTICS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and each Person listed on Exhibit A hereto from time to time (each a “Holdings Member” and, collectively with Holdings, the “Vidara Investors”).
TEMPORARY ESCROW AGREEMENTTemporary Escrow Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS TEMPORARY ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2014, by and among Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”), Horizon Pharma, Inc., a Delaware corporation (“Buyer” and, together with Holdings, sometimes referred to individually as a “Party” and collectively as the “Parties”, and together with the Escrow Agent, the “Agreement Parties”), and Citibank, National Association, as escrow agent (the “Escrow Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in that certain Transaction Agreement and Plan of Merger, dated as of March 18, 2014 (as amended or otherwise modified from time to time, the “Merger Agreement”), by and among Holdings, Vidara Therapeutics International LTD., an Irish private limited company, Buyer and the other parties signatory thereto.
