MENARINI INTERNATIONAL OPERATIONS LUXEMBOURG SA (2) DISTRIBUTION AGREEMENTDistribution Agreement • August 15th, 1997 • Salix Holdings LTD • England
EXHIBIT 10.8 AMENDED AND RESTATED LICENSE AGREEMENT BY AND BETWEEN SALIX PHARMACEUTICALS, INC.License Agreement • August 15th, 1997 • Salix Holdings LTD • California
ASTRA AB (2) AGREEMENT ----------------------------------------------------------Agreement • December 28th, 1999 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • England
SALIX PHARMACEUTICALS, LTD. (A Delaware corporation) [—]% Convertible Senior Notes Due 2015 UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2010 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
The undersigned, a stockholder and an officer and/or director of Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Jefferies & Company, Inc. propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of $[—] aggregate principal amount of the Company’s [—]% Convertible Senior Notes due 2015 (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 75 days from the date of the Underwriting Agreement (the “Lock-up Period”), the
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2013 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________________, 2013, by and between Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered --------- into as of May 29, 2001 by and among Salix Pharmaceuticals, Ltd., a British Virgin Islands corporation (the "Company"), and the parties listed on the -------...Common Stock Purchase Agreement • May 30th, 2001 • Salix Pharmaceuticals LTD • Pharmaceutical preparations
EXHIBIT 10.10 THIS AGREEMENT is made 15th September 1993 -------------- ------------------- BETWEEN ------- COURTAULDS CHEMICALS (HOLDINGS) LIMITED whose registered office is at 50 George --------------------------------------- Street, London. WIA 2BB...Supply Agreement • August 15th, 1997 • Salix Holdings LTD • England
ARTICLE I EMPLOYMENTEmployment Agreement • November 14th, 2001 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina
CREDIT AGREEMENT Dated as of February 22, 2007 among SALIX PHARMACEUTICALS, LTD., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, RBC CENTURA...Credit Agreement • February 28th, 2007 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of February 22, 2007, among SALIX PHARMACEUTICALS, LTD., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION as Syndication Agent and RBC CENTURA BANK as Documentation Agent.
5,500,000 Shares Salix Pharmaceuticals, Ltd. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2009 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
EXHIBIT 10.25 LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 30, 2001Loan and Security Agreement • February 12th, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
SALIX PHARMACEUTICALS, LTD. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 16, 2012 1.5% Convertible Senior Notes due 2019Indenture • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
INDENTURE dated as of March 16, 2012 between Salix Pharmaceuticals, Ltd., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
LEASE AGREEMENTLease Agreement • August 14th, 2001 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
WITNESSETH:Subscription Agreement • December 5th, 2000 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
1 Exhibit 10.15 CONSULTING AGREEMENT July 31, 1998 James G, Shook, Ph.D. 2237 Hopkins Avenue Redwood City, CA 94062 Dear Jim, 1 Salix Pharmaceuticals, Inc., a California corporation (the "Company") wishes to obtain your services as a consultant on...Consulting Agreement • August 14th, 1998 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • California
RECITALSEmployment Agreement • August 14th, 2000 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • California
EXHIBIT 10.4 DATED 17th SEPTEMBER 1992 ------------------------- GLYCYX PHARMACEUTICALS, LTD SALIX PHARMACEUTICALS, INC. BIOREX LABORATORIES, LTD _______________________________ AMENDMENT AGREEMENT _______________________________Amendment Agreement • August 15th, 1997 • Salix Holdings LTD • England
AGREEMENTConfidentiality Agreement • August 14th, 2000 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • England
and-License Agreement • November 14th, 2001 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • England
Salix Pharmaceuticals, Ltd. and Computershare Investor Services, LLC as Rights Agent RIGHTS AGREEMENT Dated as of January 10, 2003Rights Agreement • January 10th, 2003 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS RIGHTS AGREEMENT (“Agreement”), dated as of January 10, 2003, between Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC (“Rights Agent”).
AGREEMENTCollaboration Agreement • August 14th, 2000 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • England
DRAFT: SEPTEMBER 10, 1997 ------------------------- UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 1997 • Salix Holdings LTD • Pharmaceutical preparations • Ontario
Glycyx Pharmaceuticals, Ltd. Armoury Building, 2nd Floor 37 Reid Street Hamilton, Bermuda HM12License Agreement • March 31st, 1999 • Salix Pharmaceuticals LTD • Pharmaceutical preparations
SHAREHOLDER PROTECTION RIGHTS AGREEMENT THIS AGREEMENT made as of January 13, 2000 B E T W E E N: SALIX PHARMACEUTICALS, LTD., a corporation existing under the laws of the British Virgin Islands (the "Corporation")Shareholder Agreements • January 21st, 2000 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Ontario
EXHIBIT 10.1 SALIX HOLDINGS, LTD. INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement (the "AGREEMENT") is made as of __________ by and between Salix Holdings, Ltd. (the "COMPANY"), a corporation incorporated in the...Indemnification Agreement • August 15th, 1997 • Salix Holdings LTD • Delaware
1 EXHIBIT 1 SHAREHOLDER PROTECTION RIGHTS AGREEMENT THIS AGREEMENT made as of November 16, 1998 B E T W E E N: SALIX PHARMACEUTICALS, LTD., a corporation existing under the laws of the British Virgin Islands (the "Corporation")Shareholder Protection Rights Agreement • November 16th, 1998 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Ontario
RESEARCH AND DEVELOPMENT AGREEMENT -------------------------------------------- Hewitson Becke + Shaw 4/5 Church Street Peterborough PE1 1XBResearch and Development Agreement • October 14th, 1997 • Salix Holdings LTD • Pharmaceutical preparations • England
SALIX PHARMACEUTICALS, LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2013 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated December 12, 2013, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein (the “Purchase Agreement”), $750,000,000 in aggregate principal amount of 6.00% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes,” and including in all cases any Note Guarantee (as defined in the Indenture) related thereto). As promptly as practicable after the consummation of the Merger, each of the Subsidiary Guarantors (as defined below) will execute and deliver to the Representative (as defined below) a joinder to this Agreement in the form attached as Exhibit A hereto (the “Joinder”), pursuant to which the Subsidiary Guarantors will accede to the terms of this Agreement and become parties hereto.
EXHIBIT 10.22 TERMINATION AND SETTLEMENT AGREEMENT This Termination and Settlement Agreement (the "TERMINATION AGREEMENT") is entered into effective as of the 22nd day of December, 1999, by and between Astra AB, a Swedish corporation ("ASTRA"), and...Termination and Settlement Agreement • December 28th, 1999 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of January 2, 2014, among SALIX PHARMACEUTICALS, LTD., as the Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, FIFTH THIRD BANK, PNC CAPITAL...Credit Agreement • January 2nd, 2014 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of January 2, 2014 (this “Agreement”), among SALIX PHARMACEUTICALS, LTD., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), PNC BANK, NATIONAL ASSOCIATION, as Issuing Bank, PNC BANK, NATIONAL ASSOCIATION, as Swingline Lender, and JEFFERIES FINANCE LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
SALIX PHARMACEUTICALS, LTD. (A Delaware corporation) 1.50% Convertible Senior Notes Due 2019 PURCHASE AGREEMENTPurchase Agreement • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
The undersigned, a stockholder and an officer and/or director of Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Purchase Agreement (the “Purchase Agreement”) with the Company providing for the offering of $500,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2019 (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Initial Purchaser to be named in the Purchase Agreement that, during the period beginning on the date hereof and ending on the date that is 75 days from the date of the Purchase Agreement (the “Lock-up Period”), the undersigned will not, without the pri
AGREEMENT AND PLAN OF MERGER by and among VALEANT PHARMACEUTICALS INTERNATIONAL, SUN MERGER SUB, INC., VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and SALIX PHARMACEUTICALS, LTD. Dated as of February 20, 2015Merger Agreement • February 23rd, 2015 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2015 (this “Agreement”), by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Sun Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), and solely for purposes of Section 8.16, Valeant Pharmaceuticals International, Inc., a British Columbia corporation (“Guarantor”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
55,000,000 AGGREGATE PRINCIPAL AMOUNT Salix Pharmaceuticals, Ltd. 5.5% CONVERTIBLE SENIOR NOTES DUE 2028 Purchase Agreement dated August 18, 2008Purchase Agreement • August 22nd, 2008 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
EXHIBIT 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION....Warrant Agreement • August 15th, 1997 • Salix Holdings LTD • California
