Catalent Pharma Solutions, Inc. Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 20, 2014 among CATALENT PHARMA SOLUTIONS, INC., as Borrower, PTS INTERMEDIATE HOLDINGS LLC, as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Swing...
Credit Agreement • May 27th, 2014 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 20, 2014, among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Swing Line Lender, MORGAN STANLEY SENIOR FUNDING, INC. and JPMORGAN CHASE BANK, N.A., as L/C Issuers, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of [ ] (the “Date of Grant”), between PTS Holdings Corp. (the “Company”) and the individual named on the signature page hereto (the “Participant”).

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STOCK INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 17th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of , (the “Date of Grant”), between PTS Holdings Corp. (the “Company”) and the individual named on the signature page hereto (the “Participant”).

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EXTENSION AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • March 2nd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

EXTENSION AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of March 1, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), and as a Dollar Term-1 Lender (the “Extending Lender”).

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Catalent Pharma Solutions 14 Schoolhouse Road Somerset, NJ 08873 T (732) 537-6200 F (732) 537-6480 www.catalent.com
Separation Agreement • September 28th, 2009 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

The purpose of this letter agreement (the “Agreement”) is to confirm the agreement between Catalent Pharma Solutions, Inc. (“Catalent”) and all of its parents, subsidiaries and affiliated companies (together with Catalent, collectively referred to as the “Catalent Group”) and Richard J. Yarwood (referred to as “You”) concerning your termination of employment with the Catalent Group.

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MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT
Management Equity Subscription Agreement • September 17th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 8, 2010, by and between PTS Holdings Corp., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (“Executive”).

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AMENDED AND RESTATED MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT
Management Equity Subscription Agreement • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 11, 2011 by and between PTS Holdings Corp., a Delaware corporation (together with its successors and assigns, the “Company”), and Matthew Walsh (“Executive”).

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Catalent Pharma Solutions 14 Schoolhouse Road Somerset, NJ 08873 T (732) 537-6200 F (732) 537-6480 www.catalent.com
Separation Agreement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

The purpose of this letter agreement (the “Agreement”) is to confirm the agreement between Catalent Pharma Solutions, Inc. and all of its parents, subsidiaries and affiliated companies (collectively referred to as “Catalent”) and John W. Lowry (referred to as “You”) concerning your termination of employment with Catalent.

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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • June 7th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of June 1, 2011 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and each lender party hereto.

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AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
Credit Agreement • February 24th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender.

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LETTER AGREEMENT
Letter Agreement • May 11th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

Reference is made to the Stock Purchase Agreement between Aptuit, LLC, a Delaware limited liability company (“Seller”), and Catalent Pharma Solutions, Inc., a Delaware corporation (“Purchaser”) dated as of August 19, 2011, as amended on January 22, 2012 by the amendment agreement (as so amended, the “Stock Purchase Agreement”). Capitalized terms used in this Letter Agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth or referenced in the Stock Purchase Agreement.

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GUARANTY SUPPLEMENT
Guaranty Supplement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

SUPPLEMENT NO. 1 (this “Guaranty Supplement”), dated as of July 1, 2008, to the Guaranty dated as of April 10, 2007 among PTS INTERMEDIATE HOLDINGS LLC, the Subsidiaries of the Loan Parties from time to time party thereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.

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Catalent Pharma Solutions, Inc. $350,000,000 7.875% Senior Notes Due 2018 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 18th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

Catalent Pharma Solutions, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of September 5, 2012 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 7.875% Senior Notes due 2018 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the subsidiaries that are party to the Purchase Agreement (collectively, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, to be dated as of September 18, 2012 (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial

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SECURITY AGREEMENT SUPPLEMENT
Security Agreement Supplement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations

Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

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AMENDMENT NO. 5 TO CREDIT AGREEMENT dated as of February 28, 2013 among CATALENT PHARMA SOLUTIONS, INC., PTS INTERMEDIATE HOLDINGS LLC, and the several Loan Parties, Lenders and Agents party hereto, MORGAN STANLEY SENIOR FUNDING, INC., DEUTSCHE BANK...
Credit Agreement • March 6th, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York
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February 28, 2011 Mr. David Heyens c/o Catalent Pharma Solutions, Inc. Somerset, NJ 08873 Dear David:
Nonqualified Stock Option Agreement • September 16th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

As you are aware, in connection with the grant to you of nonqualified stock options (the “Options”) on May 7, 2007 and October 23, 2009, in each case, under the 2007 PTS Holdings Corp. Stock Incentive Plan, as amended (the “Plan”), you entered into (i) a Nonqualified Stock Option Agreement with PTS Holdings Corp. (the “Company”), effective as of May 7, 2007, as subsequently amended on October 23, 2009 (the “2007 Option Agreement”) and (ii) a Nonqualified Stock Option Agreement with the Company, effective as of October 23, 2009 (the “2009 Option Agreement”).

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AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations

THIS AMENDMENT (this “Amendment”) is made as of October 23, 2009, between PTS Holdings Corp., a Delaware corporation (hereinafter the “Company”), and the individual named on the signature page hereto (hereinafter the “Participant”).

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June 29, 2010 Mr. John R. Chiminski c/o Catalent Pharma Solutions, Inc.
Employment Agreement • July 7th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
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EMPLOYMENT AGREEMENT (Matthew Walsh)
Employment Agreement • February 10th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 11, 2011 and effective as of September 26, 2011 (the “Effective Date”) by and between Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent”) and Matthew Walsh (“Executive”).

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October 30, 2009 Mr. John R. Chiminski
Employment Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
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SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of April 29, 2013 among CATALENT PHARMA SOLUTIONS, INC., as Borrower, THE GUARANTORS LISTED HEREIN as Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and THE OTHER LENDERS PARTY...
Senior Unsecured Term Loan Agreement • May 2nd, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

This SENIOR UNSECURED TERM LOAN AGREEMENT (“Agreement”) is entered into as of April 29, 2013, among CATALENT PHARMA SOLUTIONS, INC. (the “Borrower”), a Delaware corporation, the Guarantors (as defined herein) party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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Contract
Restricted Stock Unit Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of (the “Date of Grant”), by and between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and John R. Chiminski (the “Participant”).

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December 12, 2011 Mr. John R. Chiminski c/o Catalent Pharma Solutions, Inc.
Employment Agreement • February 10th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware
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STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • September 10th, 2013 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of June [ ], 2013 (the “Date of Grant”), between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and the Chief Executive Officer (the “Participant”).

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ADDITIONAL RESTRICTED SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
Intellectual Property Security Agreement Supplement • September 29th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations

SUPPLEMENT NO. 1 (this “Supplement”) dated as of July 1, 2008, to the Intellectual Property Security Agreement dated as of April 10, 2007 among CATALENT PHARMA SOLUTIONS, INC. (f/k/a CARDINAL HEALTH 409, INC. (as successor by merger with PTS ACQUISITION CORP.)), (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC (“Holdings”), the Subsidiaries of Holdings from time to time party thereto and MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent (the “Collateral Agent”) for the Secured Parties.

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AMENDMENT AGREEMENT
Amendment Agreement • May 11th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

AMENDMENT AGREEMENT dated as of January 22, 2012 (“Amendment Agreement”), between Aptuit, LLC, a Delaware limited liability company (“Seller”), and Catalent Pharma Solutions Inc., a Delaware corporation (“Purchaser” and, together with Seller, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Stock Purchase Agreement, and all rules as to interpretation and usage set forth in the Stock Purchase Agreement shall apply to this Amendment Agreement.

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Contract
Restricted Stock Unit Agreement • May 13th, 2014 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of [_______ __, ____], by and between Catalent, Inc. (f/k/a PTS Holdings Corp.)(together with its successors and assigns, the “Company”) and Matthew Walsh (the “Participant”).

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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Credit Agreement • March 2nd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of April 10, 2007, among PTS ACQUISITION CORP. (“Acquisition Sub” and, prior to the Acquisition (as defined below), the “Borrower”), a Delaware corporation to be merged with and into CARDINAL HEALTH 409, INC., a Delaware corporation (“Cardinal” and, after the Acquisition, the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDINC, INC., as Administrative Agent, Collateral Agent and Swing Line Lender, BANK OF AMERICA, N.A., as L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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EMPLOYMENT AGREEMENT (Thomas Stuart)
Employment Agreement • June 11th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New Jersey

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 9, 2008 by and among PTS Holdings Corp. (“Holdings”), Catalent Pharma Solutions, Inc. (the “Operating Company,” and collectively with Holdings, the “Companies”) and Thomas Stuart (the “Executive”).

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EMPLOYMENT AGREEMENT (Matthew Walsh)
Employment Agreement • September 4th, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 11, 2011 and effective as of September 26, 2011 (the “Effective Date”) by and between Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent”) and Matthew Walsh (“Executive”).

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STOCK PURCHASE AGREEMENT between APTUIT, LLC, and CATALENT PHARMA SOLUTIONS, INC. Dated as of August 19, 2011
Stock Purchase Agreement • September 16th, 2011 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

STOCK PURCHASE AGREEMENT dated as of August 19, 2011 (this “Agreement”), between APTUIT, LLC, a Delaware limited liability company (“Seller”) and CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (“Purchaser”). Any capitalized term used herein but not defined in a provision in which such term is used shall have the meaning ascribed to such term in Section 12.06(b).

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April 4, 2008 Mr. David A. Eatwell
Separation Agreement • April 9th, 2008 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New Jersey
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STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 12th, 2010 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of (the “Date of Grant”), between PTS Holdings Corp. (together with its successors and assigns, the “Company”) and John R. Chiminski (the “Participant”).

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EMPLOYMENT AGREEMENT (John R. Chiminski)
Employment Agreement • March 5th, 2009 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 23, 2009 (the “Effective Date”) by and among PTS Holdings Corp. (together with its successors and assigns, “Holdings”), Catalent Pharma Solutions, Inc. (together with its successors and assigns, “Catalent,” and collectively with Holdings, the “Companies”) and John R. Chiminski (“Executive”).

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AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
Credit Agreement • May 3rd, 2012 • Catalent Pharma Solutions, Inc. • Pharmaceutical preparations • New York

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 27, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and each lender party hereto.

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