REGISTRATION RIGHTS AGREEMENT by and among Axcan Intermediate Holdings Inc., the Guarantors and Banc of America Securities LLC HSBC Securities (USA) Inc. RBC Capital Markets Corporation Dated as of May 6, 2008Registration Rights Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 2008, by and among Axcan Intermediate Holdings Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Purchase Agreement (as defined below)) and Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 12.75% Senior Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AGREEMENT, dated as of June 3, 2008 (the “Agreement”), between Axcan Pharma Inc. (“Axcan”), Axcan Pharma US Inc. (“Axcan US”), Axcan Holdings Inc. (“Parent,” and together with Axcan and Axcan US, the “Company”), and David W. Mims (the “Executive”).
TRADEMARK SECURITY AGREEMENT (SHORT-FORM)Trademark Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008 between AXCAN PHARMA INC. (the “Grantor”) and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties.
CREDIT AGREEMENT Dated as of February 25, 2008 among AXCAN INTERMEDIATE HOLDINGS INC., as Parent Borrower, AXCAN US PARTNERSHIP 1 LP, as Co-Borrower AXCAN MIDCO INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...Credit Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 25, 2008, among AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”), AXCAN MIDCO INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AXCAN US LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 30, 2008Limited Liability Company Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Axcan US LLC (the “Company”) is entered into as of January 30, 2008 by Axcan Intermediate Holdings Inc., a Delaware corporation (the “Member”).
GUARANTY dated as of February 25, 2008 among AXCAN MIDCO INC., AXCAN INTERMEDIATE HOLDINGS INC., AXCAN US PARTNERSHIP 1 LP, CERTAIN OTHER SUBSIDIARIES OF AXCAN INTERMEDIATE HOLDINGS INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
GUARANTY dated as of February 25, 2008, among AXCAN MIDCO INC., a Delaware corporation (“Holdings”), AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”), certain other Subsidiaries of AXCAN INTERMEDIATE HOLDINGS INC. from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
AMENDED AND RESTATED OPERATING AGREEMENT OF ACQUISITION NO. 5 LLCOperating Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Amended and Restated Operating Agreement (this “Agreement”) of Acquisition No. 5 LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of February 25, 2008, between Acquisition Co. No. 1, a Delaware corporation (the “Sole Member”), and the Company pursuant to the Delaware Limited Liability Company Act (the “Act”).
PLEDGE AND SECURITY AGREEMENT dated as of February 25, 2008 among CERTAIN SUBSIDIARIES OF AXCAN INTERMEDIATE HOLDINGS INC. IDENTIFIED HEREIN, as Grantors and BANK OF AMERICA, N.A., as Administrative AgentPledge and Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Ontario
PLEDGE AND SECURITY AGREEMENT dated as of February 25, 2008 among certain Subsidiaries of Axcan Intermediate Holdings 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 Secured Parties (as defined below).
AXCAN INTERMEDIATE HOLDINGS INC. AS PLEDGOR AND BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT (AND COLLATERAL AGENT) AND AXCAN LUXCO 1 S.AR.L. AS COMPANY PLEDGE AGREEMENT relating to the Shares, PECs and PPCs issued by Axcan LuxCo 1 S.àr.l. dated 25...Pledge Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Luxembourg
PENNY OPTION GRANT AGREEMENTPenny Option Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Quebec
This Penny Option Grant Agreement (this “Agreement”) is made as of , by and between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), and ___________________ (the “Optionee”).
FORM OF AXCAN HOLDINGS INC. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , , between Axcan Holdings Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENTAmendment and Restatement of Employment Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AGREEMENT, dated as May 16th , 2008 (the “Agreement”), between Axcan Pharma, Inc. (“Axcan”), Axcan Pharma US Inc. (“Axcan US”), Axcan Holdings Inc. (“Parent,” and together with Axcan and Axcan US, the “Company”), and Dr. Frank A.G.M. Verwiel (the “Executive”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), made as of the ___ day of ____________, _____ between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and _____________ (the “Grantee”).
JOINDER TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Joinder (“Joinder”) to the Management Services Agreement dated as of February 21, 2008 initially by and among Axcan Holdings, Inc. (“Holdings”), Axcan Intermediate Holdings, Inc. (“Axcan Intermediate”), and TPG Capital, L.P. (“TPG” or the “Manager”) (as amended from time to time, the “Agreement”), is made and entered into as of February 25, 2008, by and between the Manager, Axcan Pharma Inc., a corporation incorporated under the laws of Canada (“Axcan Pharma”), and Axcan US Partnership 1 LP, a limited partnership organized under the laws of Delaware (“Partnership”).
ATOM INTERMEDIATE HOLDINGS INC. as Purchaser and AXCAN PHARMA INC. as Company ARRANGEMENT AGREEMENT November 29, 2007Arrangement Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
PLEDGE OF DEBENTURES DATED AS OF FEBRUARY 25, 2008Axcan Intermediate Holdings Inc. • October 7th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries
WHEREAS Axcan Intermediate Holdings Inc., Axcan US Partnership 1 LP, as borrowers, Axean MidCo Inc., Bank of América, N.A., as administrative and collateral agent, the lenders identified therein are parties to a Credit Agreement dated as of February 25, 2008 (as amended, restated or supplemented from time to time, the “Credit Agreement”) pursuant to which the Lenders have agreed to make available to the Borrowers revolving and term credit facilities up to a principal amount of US$290,000,000;
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), made as of the day of , between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and (the “Grantee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Management Services Agreement (the “Agreement”) is entered into as of February 21, 2008, by and among Axcan Holdings Inc. (“Axcan Holdings”), Axcan Intermediate Holdings Inc. (“Axcan Intermediate”), and TPG Capital, L.P. (“TPG” or the “Manager”). Certain capitalized terms used herein are specifically defined in Section 11.
This Lease, made this 28th day of August, 1991, by and between Taylor & Mathis of Alabama, Inc., Agent for Metropolitan Life Insurance Company first party (hereinafter called “Lessor”); and Scandipharm, Inc., a Delaware Corporation second party,...Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Signed, sealed and delivered by in the presence of: Lessor Taylor & Mathis of Alabama, Inc., Agent for Metropolitan Life Insurance Company
SUBLEASESublease • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
THIS SUBLEASE, dated this 23 rd day of July, 2007 between NORRIS, McLAUGHLIN & MARCUS, P.A., having an office at 721 Route 202-206, P.O. Box 1018, Somerville, New Jersey 08876-1018 (“Sublandlord”) and AXCAN SCANDIPHARM INC., having an address at 22 Inverness Center Parkway, Birmingham, Alabama 34242 (“Subtenant”).
ContractParallel Debt Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PARALLEL DEBT AGREEMENT (this “Agreement”) dated as of February 25, 2008, among AXCAN LUXCO 1 SÀR.L. and AXCAN LUXCO 2 S.ÀR.L. (the “Luxembourg Guarantors”) and BANK OF NEW YORK, as Trustee.
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Manufacturing...Manufacturing Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
ContractParallel Debt Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PARALLEL DEBT AGREEMENT (this “Agreement”) dated as of May 6, 2008, among AXCAN LUXCO 1 S.ÀR.L. and AXCAN LUXCO 2 S.ÀR.L. (the “Luxembourg Guarantors”) and THE BANK OF NEW YORK, as Trustee.
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FINISHED PRODUCT...Finished Product Supply Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • 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).
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE...Supply Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS EXCLUSIVE DEVELOPMENT/LICENSE/SUPPLY AGREEMENT, effective as of the date the last party to sign executes this agreement, between EURAND INTERNATIONAL S.p.A., a corporation organized under the laws of Italy, with its principal offices at Via Martin Luther King, 13 – 20060 Pessano con Bornago (Milan) (“EURAND”), and AXCAN SCANDIPHARM, INC., a corporation incorporated in the state of Delaware with its principal offices at 22 Inverness Center Parkway, Birmingham, AL 35242 (“SCANDIPHARM”) (hereafter referred to individually as the “Party” or collectively as the “Parties”).
PATENT SECURITY AGREEMENT (SHORT-FORM)Patent Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008 between AXCAN PI-IARMA INC. (the “Grantor”) and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties.
AXCAN LUXCO 2 S.A R.L. AS PLEDGOR AND BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT PLEDGE AGREEMENT relating to the Shares and Notes issued by Axcan Nova Scotia 1 ULC dated February 25, 2008Pledge Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nova Scotia
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT...Supply Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • 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 PHARMA INC. (“Axcan Pharma”), a Canadian corporation having its principal office at 597 boul. Laurier, Mont- Saint-Hilaire, Quebec J3H 6C4, Canada (the “Agreement”).
AXCAN US PARTNERSHIP 1 LP AGREEMENT OF LIMITED PARTNERSHIPAxcan Intermediate Holdings Inc. • October 7th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENT OF LIMITED PARTNERSHIP of Axcan US Partnership 1 LP, dated February 11, 2008 (the “Agreement”), between Axcan Nova Scotia 2 ULC, a Nova Scotia unlimited liability company, as general partner (the “General Partner”), and Axcan Nova Scotia 1 ULC, a Nova Scotia unlimited liability company, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are herein referred to collectively as the “Partners”.
