BACKGROUNDExecutive Employment Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Texas
EXHIBIT 1.1 ADAMS RESPIRATORY THERAPEUTICS, INC. (A DELAWARE CORPORATION) ____________ SHARES OF COMMON STOCK PURCHASE AGREEMENT Dated: December __, 2005 ADAMS RESPIRATORY THERAPEUTICS, INC. (A DELAWARE CORPORATION) __________ SHARES OF COMMON STOCK...Purchase Agreement • December 7th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
RECITALSSettlement Agreement • May 13th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
EXHIBIT 4.3 ADAMS LABORATORIES, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of July 9, 2001, by and among Adams Laboratories, Inc., a Texas corporation (the "Company") and the Persons listed on the signature...Registration Rights Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Delaware
EXHIBIT 10.19 SUBLEASE AGREEMENT AND LESSOR CONSENT AGREEMENT OF SUBLEASE AND LESSOR CONSENT (this "SUBLEASE AGREEMENT") made as of the 1st day of April, 2004 by and among Adams Laboratories, Inc., a Texas corporation d/b/a Adams Respiratory...Sublease Agreement • May 13th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Texas
Exhibit 10.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 24, 2004 (the "EFFECTIVE DATE"), is by and between ADAMS LABORATORIES, INC., a Texas corporation d/b/a Adams Respiratory Therapeutics ("SELLER"),...Asset Purchase Agreement • July 19th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 27 2006 (the "EFFECTIVE DATE"), is by and between Cardinal Health PTS, LLC, a Delaware limited liability company ("SELLER"), and Adams Respiratory...Asset Purchase Agreement • August 2nd, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
SECTION 1 DEFINITIONSMerger Agreement • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
EXHIBIT 10.1 LEASE AGREEMENT BY AND BETWEEN WR&E-CHESTER, LLC a New Jersey limited liability companyLease Agreement • November 3rd, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
EXHIBIT 10.7 ADAMS LABORATORIES, INC. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made as of <> between Adams Laboratories, Inc., a Texas corporation (the Company or AdamsLabs) and <> (Employee), pursuant to the Adams Laboratories, Inc. 1999...Incentive Stock Option Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Texas
Exhibit 10.3 EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement ("AGREEMENT") is made as of 12:01 A.M., April 1, 2004 (the "EFFECTIVE DATE"), between Adams Laboratories, a Texas corporation, having its principal place of business...Exclusive Distribution Agreement • July 19th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Texas
YEAR AMT. PER S/F MONTHLY AMT. DUE ANNUAL AMOUNT ---- ------------ ---------------- ------------- 1 $25.00 $28,125.00 $337,500.00 2 $25.15 $28,293.75 $339,525.00 3 $30.30 $34,087.50 $409,050.00 4 $30.46 $34,267.50 $411,210.00 5 $35.63 $40,083.75...Lease Agreement • March 25th, 2005 • Adams Laboratories, Inc.
RECITALSCommercial Services Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Delaware
INTRODUCTIONIncome Security Agreement • March 25th, 2005 • Adams Laboratories, Inc. • New Jersey
GRANT TO ----------------------------- ("Optionee")Incentive Stock Option Agreement • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
Exhibit 10.22 RESTRICTED STOCK AWARD AGREEMENT Non-transferableRestricted Stock Award Agreement • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
GRANT TONon-Statutory Stock Option Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
Among ADAMS RESPIRATORY THERAPEUTICS, INC. as Borrower,Senior Revolving Credit Agreement • September 28th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
GRANT TO ----------------------------- ("Optionee")Incentive Stock Option Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
RECITALS:Director Indemnification Agreement • May 13th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
GRANT TONon-Statutory Stock Option Agreement • June 16th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
GRANT TONon-Statutory Stock Option Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
RECITALSSupply Agreement • July 19th, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
INCOME SECURITY AGREEMENTIncome Security Agreement • March 7th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This INCOME SECURITY AGREEMENT is dated as of March 1, 2007 (the “Effective Date”), by and between Adams Respiratory Therapeutics, Inc., a Delaware corporation, (the “Company”) and Rita M. O’Connor (“Employee”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • September 28th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
Reference is made to (i) the Senior Revolving Credit Agreement dated as of September 26, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ADAMS RESPIRATORY THERAPEUTICS, INC., as Borrower, the Subsidiary Guarantors party thereto, ROYAL BANK OF CANADA (“Royal Bank”), together with its successors and assigns, as Administrative Agent, and the Lenders from time to time party thereto, and (ii) the Security Agreement dated July 11, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of Royal Bank as collateral agent (together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties under the Loan Documents. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Sec
GRANT TORestricted Stock Award Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
EXHIBIT 99.8 RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS Non- transferableRestricted Stock Unit Agreement • July 21st, 2005 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations
AMONG UCB, INC.,Product Purchase Agreement • May 31st, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 21st, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
In connection with your possible interest in a potential business combination (the “Transaction”) involving Adams Respiratory Therapeutics, Inc. (the “Company”), you have requested that we or our representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such information (whether oral or contained on written or other tangible or electronic medium) furnished (whether before or after the date hereof) by us or our directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “our Representatives”) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or your potential sources of financing for the Transaction (collectively, “your Representatives”) and all analyses, compilations, forecasts, studies or other documents
AGREEMENT AND PLAN OF MERGER Dated as of December 10, 2007 by and among RECKITT BENCKISER GROUP PLC, TWICKENHAM INC. and ADAMS RESPIRATORY THERAPEUTICS, INC.Merger Agreement • December 10th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2007, is entered into by and among Reckitt Benckiser Group plc, a United Kingdom corporation (“Parent”), Twickenham Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Adams Respiratory Therapeutics, Inc., a Delaware corporation (the “Company”).
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • May 15th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
This is an agreement (hereinafter referred to as “Agreement”) dated as of this 21st day of March, 2007 (the “Effective Date”), by and between Adams Respiratory Therapeutics, Inc., Adams Respiratory Operations, Inc. and Adams Respiratory Products, Inc., each such corporation organized and existing under the laws of Delaware (together “Adams”), and Pharmaceutical Holdings Corp., a corporation organized and existing under the laws of Delaware, and Mutual Pharmaceutical Co., Inc. and United Research Laboratories, Inc., each such corporation organized and existing under the laws of Pennsylvania (together “Mutual”). Adams and Mutual are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties”.
Exhibit 4.4 ADAMS LABORATORIES, INC. SERIES C PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT THIS SERIES C PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of May 19, 2003, by and among Adams Laboratories, Inc., a Texas...Series C Preferred Stock Registration Rights Agreement • March 25th, 2005 • Adams Laboratories, Inc. • Delaware
SECURITY AGREEMENT Dated July 11, 2006 From ADAMS RESPIRATORY THERAPEUTICS, INC., as Grantor - and - the other Grantors referred to herein as Grantors to ROYAL BANK OF CANADA as Collateral Agent Adams Respiratory Therapeutics, Inc. - Security AgreementSecurity Agreement • July 17th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT dated July 11, 2006 made by ADAMS RESPIRATORY THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to ROYAL BANK OF CANADA (“Royal Bank”), as lender under the Bridge Loan Agreement referred to below and as collateral agent under the Revolving Loan Agreement referred to below (in such capacity, and together with any successor collateral agent appointed pursuant to the Loan Agreements (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Loan Agreements) under each of the Loan Agreements referred to below.
SEPARATION AND INDEPENDENT CONSULTING AGREEMENTSeparation and Independent Consulting Agreement • March 7th, 2007 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND INDEPENDENT CONSULTING AGREEMENT (the “Agreement”), dated as of March 1, 2007, by and among Adams Respiratory Therapeutics, Inc., a Delaware corporation (the “Company”), and David Becker (“Employee”).
U.S. $25,000,000 LOAN AGREEMENT Dated as of July 11, 2006 Among ADAMS RESPIRATORY THERAPEUTICS, INC. as Borrower and ROYAL BANK OF CANADA as LenderLoan Agreement • July 17th, 2006 • Adams Respiratory Therapeutics, Inc. • Pharmaceutical preparations • New York
LOAN AGREEMENT dated as of July 11, 2006 among ADAMS RESPIRATORY THERAPEUTICS, INC., a Delaware corporation (the “Borrower”) and ROYAL BANK OF CANADA (“Royal Bank”), as lender hereunder (the “Lender”).
