INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2007 • Eurand N.V. • Delaware
This Indemnification Agreement, dated as of , 2007 is made by and between Eurand, N.V., a public company with limited liability, organized and existing under the laws of the Netherlands (the “Company”), EA Acquisitions Corp., a Delaware corporation and wholly owned subsidiary of the Company (the “Guarantor”) and (the “Indemnitee”).
Eurand N.V. Ordinary Shares UNDERWRITING AGREEMENT dated May , 2007 Deutsche Bank Securities Inc. Lehman Brothers Inc.Underwriting Agreement • May 1st, 2007 • Eurand N.V. • New York
EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • Pennsylvania
This Executive Change in Control Agreement (the “Agreement”) is made as of June __, 2009 by and between Eurand N.V., a Netherlands corporation and Eurand, Inc. (collectively the “Company”), and John Fraher (“Executive”).
RETENTION PLAN AGREEMENTRetention Plan Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
This RETENTION PLAN AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of September, 2010, by and between Eurand N.V., a Netherlands corporation (the “Company”), Eurand S.p.A. and Mario Crovetto (the “Executive”).
FIRST AMENDMENT TO RETENTION PLAN AGREEMENTRetention Plan Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
This First Amendment (the “Amendment”) to the Retention Plan Agreement by and between Eurand N.V., a Netherlands corporation (the “Company”), Eurand, Inc. and John Fraher (the “Executive”), dated as of September 20, 2010 (the “Retention Plan Agreement”), is entered into between the Company and the Executive.
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 22nd, 2010 • Eurand N.V. • 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”).
ContractSupply Contract • September 21st, 2009 • Eurand N.V. • Pharmaceutical preparations
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of 30 November 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I C.V., and Warburg, Pincus Netherlands Equity Partners III C.V. (each, a “Shareholder” and collectively, the “Shareholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
AMENDMENT NO. 1 TO THE EXCLUSIVE DEVELOPMENT/LICENSE/SUPPLY AGREEMENTExclusive Development/License/Supply Agreement • May 1st, 2007 • Eurand N.V.
This Amendment No. 1 to the Exclusive Development/License/Supply Agreement (this “Amendment”) is entered into as of March 23, 2007 (the “Effective Date”), by and between Eurand S.p.A. (f/k/a 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, Italy (“EURAND”) and Axcan Scandipharm, Inc., a corporation incorporated in the State of Delaware, with its principal offices at 22 Inverness Center Parkway, Birmingham, Alabama 35242 USA (“SCANDIPHARM”). Eurand and SCANDIPHARM may be referred to herein individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENT BETWEEN HUDSON-ALPHA INSTITUTE FOR BIOTECHNOLOGY AND Eurand Pharmaceuticals, Inc. SUITE NO. ___4100Lease Agreement • March 31st, 2008 • Eurand N.V. • Pharmaceutical preparations • Alabama
THIS LEASE AGREEMENT (the “Lease”) is made and entered into on this the 15th day of January, 2008, by and between Hudson-Alpha Institute for Biotechnology, an Alabama non-profit corporation (“Landlord”), and Eurand Pharmaceuticals. Inc a Delaware Corporation (“Tenant”).
This agreement is made on • 2007, between:Partnership Agreement • May 1st, 2007 • Eurand N.V.
Eurand N.V. Ordinary Shares UNDERWRITING AGREEMENT dated October [l], 2009 Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • October 9th, 2009 • Eurand N.V. • Pharmaceutical preparations • New York
Introductory. Eurand N.V., a public company with limited liability organized under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (each an “Underwriter”, and, collectively, the “Underwriters”) an aggregate of [2,000,000] ordinary shares of the Company (“Common Stock”), par value €0.01 per share (the “Company Shares”). In addition, Gearóid Faherty, Chief Executive Officer of the Company (“Selling Stockholder A”), and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I C.V. and Warburg, Pincus Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and, together with Selling Stockholder A, the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of [6,500,000] shares of Common Stock (such aggregate shares together with the Company Shares, the “Firm Shares”), each Selling Stockholder selling in the
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of November 30, 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Gearóid M. Faherty (the “Shareholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 30th day of November, 2010, by and between Gearoid Faherty (“Executive”) and Eurand N.V., a Netherlands corporation (the “Company”) and Eurand S.p.A., an Italian corporation (“Eurand Italy”) (all references to “affiliates” of the Company shall include Eurand Italy and all other affiliates of the Company).
EXCLUSIVE DEVELOPMENT/LICENSE/SUPPLY AGREEMENT between EURAND INTERNATIONAL S.p.A., Via Martin Luther King, 13 20060 Pessano con Bornago (Milan) (Italy) and AXCAN SCANDIPHARM, INC. 22, Inverness Center Parkway Birmingham, AL 35242 (U.SA.) for EURAND...Exclusive Development/License/Supply Agreement • May 1st, 2007 • Eurand N.V. • 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”).
MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • May 1st, 2007 • Eurand N.V. • New York
This Master Development Agreement (the “Agreement”) is made as of December 09, 2005 (the “Effective Date”) by and between WARNER-LAMBERT COMPANY LLC, a Delaware limited liability company with its principal offices located at 201 Tabor Road, Morris Plains, New Jersey 07950 (“Warner”), and EURAND, INC., a Nevada corporation with its principal offices located at 845 Center Drive, Vandalia, OH 45377 (“Eurand”).
Re: Side Letter Regarding Confidentiality AgreementConfidentiality Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
Reference is made to that certain letter agreement (the “letter agreement”), dated as of July 13, 2010, by and among TPG Capital, L.P., Axcan Pharma Inc. and Eurand N.V., as amended by that certain side letter dated as of September 13, 2010. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the letter agreement unless the context otherwise requires.
ContractLicense Agreement • March 31st, 2009 • Eurand N.V. • Pharmaceutical preparations
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Re: Side Letter Regarding Confidentiality AgreementConfidentiality Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
Reference is made to that certain letter agreement (the “letter agreement”), dated as of July 13, 2010, by and among TPG Capital, L.P., Axcan Pharma Inc. and Eurand N.V. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the letter agreement unless the context otherwise requires.
DEVELOPMENT AND LICENSE AGREEMENT between Eurand, Inc. And SmithKline Beecham Corporation d/b/a GlaxoSmithKline For aDevelopment and License Agreement • March 31st, 2008 • Eurand N.V. • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND LICENSE AGREEMENT dated as of the 21st day of April 2006, (the “Effective Date”) is by and between Eurand, Inc., a Nevada corporation with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (“Eurand”) and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a Pennsylvania corporation with its principal offices at One Franklin Plaza, 200 North 16th Street, Philadelphia, Pennsylvania 19102 (“GSK”). Eurand and GSK are sometimes collectively referred to herein as the “Parties” and separately as a “Party”.
DEVELOPMENT, LICENSE AMD CONTRACT MANUFACTURING AGREEMENT Dated as of July 3, 2000 between EURAND AMERICA, INC. 84 Center Drive Vandalia, Ohio 45377 and ECR Pharmaceuticals 3969 Deep Rock Road Richmond, VA 23233 for EXTENDED RELEASE CYCLOBENZAPRINEDevelopment, License and Contract Manufacturing Agreement • May 1st, 2007 • Eurand N.V. • Virginia
THIS DEVELOPMENT, LICENSE AND CONTRACT MANUFACTURING AGREEMENT, dated as of July 3, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (“EURAND”), and E. Claiborne Robins Company, Inc. d/b/a ECR Pharmaceuticals, a corporation organized under the laws of the Commonwealth of Virginia, with its principal offices at 3969 Deep Rock Road, Richmond, Virginia 23233 (“ECR”);
LICENSE AGREEMENTLicense Agreement • May 1st, 2007 • Eurand N.V. • New York
THIS LICENSE AGREEMENT (“Agreement”) is made as of Dec. 19 2002 (the “Effective Date”) by and between Kyowa Hakko Kogyo Co., Ltd., with its principal place of business at 1-6-1 Ohtemachi, Chiyodaku, Tokyo, 100-8185, Japan (“Kyowa”) and Eurand Pharmaceuticals Limited, with offices at Block 1, Harcourt Centre, Harcourt Street, Dublin 2 Ireland (“Eurand”).
This Agreement is made on 30 November 2006, between: WHEREAS: NOW HEREBY AGREE AS FOLLOWS:Partnership Agreement • May 1st, 2007 • Eurand N.V.
EURAND N.V. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 1st, 2007 • Eurand N.V. • New York
INVESTOR RIGHTS AGREEMENT, dated as of , 2007 (the “Agreement”), among the investors listed on Schedule I hereto (the “Investors”) and Eurand N.V., a public company with limited liability, organized and existing under the laws of the Netherlands (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2008 • Eurand N.V. • Pharmaceutical preparations • Pennsylvania
This Securities Purchase Agreement (this “Agreement”) is made and entered into on the 30th day of November, 2007 by and among Michael J. Walters (“Walters”), Norman Stanley (“Stanley”; and together with Walters the “Management Sellers”), Lonnie S. McMillian (“McMillian”), Stoneway LLC, an Alabama limited liability company (“Stoneway”; and together with McMillian, the “Investor Sellers”) and Eurand Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”). The Management Sellers and the Investor Sellers are sometimes referred to herein as the “Sellers”.
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of June 5, 2000 Between EURAND AMERICA, INC. 845 Center Drive Vandalia, Ohio 45377 And RELIANT PHARMACEUTICALS 125 West 55th Street, 11th floor New York, NY 10019 For PROPRANOLOL MODIFIED RELEASE...Development, License and Supply Agreement • May 1st, 2007 • Eurand N.V. • New York
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of June 5, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (“EURAND”), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 721 Route 202/206 South, Bridgewater, New Jersey 08807 (“RELIANT”);
