CONTINGENT VALUE RIGHTS AGREEMENT by and among FRESENIUS KABI PHARMACEUTICALS HOLDING, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and THE BANK OF NEW YORK MELLON Dated as of September 10, 2008Contingent Value Rights Agreement • September 10th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 10, 2008 (the “CVR Agreement”), by and among Fresenius Kabi Pharmaceuticals Holding, Inc., a Delaware corporation (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), and The Bank of New York Mellon, as paying agent and security registrar, in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT by and among APP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and John Ducker (the “Executive”) is entered into this day of February, 2010.
LIMITED LIABILITY COMPANY AGREEMENT OF FRESENIUS KABI PHARMACEUTICALS HOLDING, LLCLimited Liability Company Agreement • August 1st, 2008 • Fresenius Kabi Pharmaceuticals Holding, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC (the “Company”) dated as of this 2nd day of July, 2008, by FRESENIUS KABI AKTIENGESELLSCHAFT, as the sole member of the Company (the “Member”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 1st, 2008 • Fresenius Kabi Pharmaceuticals Holding, LLC • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of July 6, 2008, by and between Fresenius SE, a societas europaea organized under the laws of Germany (the “Company”), and Dr. Patrick Soon-Shiong (“Shareholder”), a shareholder of APP Pharmaceuticals, Inc., a Delaware corporation (“APP”).
CREDIT AGREEMENT Dated as of August 20, 2008 among FRESENIUS SE and the Borrowers and other Guarantors identified herein, DEUTSCHE BANK AG, LONDON BRANCH as Administrative Agent, and THE LENDERS PARTY HERETO DEUTSCHE BANK AG, LONDON BRANCH, CREDIT...Credit Agreement • November 14th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (“Credit Agreement”) is entered into as of August 20, 2008, among FRESENIUS SE, a societas europea organized under the laws of Germany, the Borrowers identified herein, the other Guarantors identified herein, the Lenders party hereto and DEUTSCHE BANK AG, LONDON BRANCH, as Administrative Agent.
INTERCOMPANY TERM LOAN AGREEMENTIntercompany Term Loan Agreement • November 14th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
This Agreement dated as of September 10, 2008 is entered into between Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company (“FKP”), which shall merge with and into APP Pharmaceuticals, Inc., a Delaware corporation (“APP Inc.”), immediately after the APP Acquisition (as defined below) on the date hereof (FKP and, following its merger with and into APP Inc. as surviving corporation, APP Inc., the “Borrower”), and Fresenius US Finance I, Inc., a Delaware corporation (the “Lender”) , the Guarantors (as defined below) from time to time party hereto and Deutsche Bank AG, London Branch, in its capacity as collateral agent under the Intercompany Primary Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Intercompany Primary Collateral Agent”).
Fresenius SE 61346 Bad Homburg v.d.H.Equity Commitment • August 1st, 2008 • Fresenius Kabi Pharmaceuticals Holding, LLC
CONSULTING AGREEMENTConsulting Agreement • August 1st, 2008 • Fresenius Kabi Pharmaceuticals Holding, LLC • California
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of July 6, 2008, by and between Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company (the “Company”), Dr. Patrick Soon-Shiong (“Consultant”) and Fresenius SE, a societas europaea organized under the laws of Germany (“Parent,” and together with the Company and Consultant, the “Parties”), and sets forth the terms and conditions governing the consulting relationship between the Parties:
FIRST AMENDMENT TO INTERCOMPANY TERM LOAN AGREEMENTIntercompany Term Loan Agreement • November 14th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
This First Amendment to Intercompany Term Loan Agreement (this “Amendment”) is dated as of October 10, 2008 and entered into by and among APP Pharmaceuticals, Inc., a Delaware corporation and successor by merger to Fresenius Kabi Pharmaceuticals, LLC (the “Borrower”), Fresenius US Finance I, Inc., a Delaware corporation (the “Lender”) , the guarantors listed on the signature pages hereto (the “Guarantors”) and Deutsche Bank AG, London Branch, in its capacity as the Intercompany Primary Collateral Agent and is made with reference to that certain Intercompany Term Loan Agreement dated as of September 10, 2008 (the “Intercompany Term Loan Agreement”), by and among the Borrower, the Lender, the Intercompany Primary Collateral Agent and the guarantors party thereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Intercompany Term Loan Agreement.
CONSULTING AGREEMENTConsulting Agreement • December 2nd, 2009 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of December 1, 2009, by and between APP PHARMACEUTICALS, INC., (the “Company”) and THOMAS H. SILBERG (the “Executive” or the “Consultant”) and sets forth the terms and conditions governing the consulting relationship between the Parties.
SEPARATION AGREEMENTSeparation Agreement • December 2nd, 2009 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • Illinois
THIS SEPARATION AGREEMENT ("Agreement"), dated as of December 1, 2009 between APP PHARMACEUTICALS, INC. (the "Company"), and THOMAS H. SILBERG (the "Executive").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 6, 2008, among FRESENIUS SE, a societas europea organized under the laws of Germany (“FSE”), APP PHARMACEUTICALS, LLC, a Delaware limited liability company (“APP”), FRESENIUS FINANCE I S.A., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg (“Luxco”), FRESENIUS US FINANCE I, INC., a Delaware corporation (“New Finco1”), APP PHARMACEUTICALS, INC., a Delaware corporation (“APP Inc.”), FRESENIUS KABI PHARMACEUTICALS HOLDING, INC., a Delaware corporation (“FKPH”), FRESENIUS PROSERVE GMBH, a limited liability company organized under the laws of Germany (“Fresenius ProServe”), FRESENIUS KABI AG, a stock corporation organized under the laws of Germany (“Fresenius Kabi AG”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK AG, LONDON BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein,
Fresenius SE, 61346 Bad Homburg, Germany Fresenius SE Else-Kröner-StraBe 1 Fresenius Kabi Pharmaceuticals Holding, Inc. 61352 Bad HomburgFinancial Support Agreement • April 30th, 2009 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations
This letter confirms that Fresenius SE (or one or more of its subsidiaries) will provide financial support to Fresenius Kabi Pharmaceuticals Holding, Inc. (the Company) sufficient for it to satisfy its obligations and debt service requirements arising under all existing financing instruments incurred in connection with the merger between APP Pharmaceuticals and Fresenius Kabi, to which the Company is a party to, as they come due until at least January 1,2010. In addition, the undersigned represent that Fresenius SE has the ability to provide the above mentioned financial support to the Company to the extent and when becoming necessary under the relevant financing instruments and that there are no restrictions on Fresenius SE to provide such support.
INTERCOMPANY BRIDGE TERM LOAN AGREEMENTIntercompany Bridge Term Loan Agreement • November 14th, 2008 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
This Agreement dated as of September 10, 2008 is entered into between Fresenius Kabi Pharmaceuticals Holding, Inc., a Delaware corporation (the “Borrower”), and Fresenius US Finance II, Inc., a Delaware corporation (the “Lender”), the Guarantors (as defined below) from time to time party hereto and Deutsche Bank AG, London Branch, in its capacity as collateral agent under the Intercompany Bridge Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Intercompany Bridge Collateral Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2010 • Fresenius Kabi Pharmaceuticals Holding, Inc. • Pharmaceutical preparations • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of March 11, 2010, among FRESENIUS SE, a societas europaea organized under the laws of Germany (“FSE”), APP PHARMACEUTICALS, LLC, a Delaware limited liability company (“APP”), FRESENIUS FINANCE I S.A., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg (“Luxco”), FRESENIUS US FINANCE I, INC., a Delaware corporation (“New Finco1”), APP PHARMACEUTICALS, INC., a Delaware corporation (“APP Inc.”), FRESENIUS KABI PHARMACEUTICALS HOLDING, INC., a Delaware corporation (“FKPH”), FRESENIUS PROSERVE GMBH, a limited liability company organized under the laws of Germany (“Fresenius ProServe”), FRESENIUS KABI AG, a stock corporation organized under the laws of Germany (“Fresenius Kabi AG”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK AG, LONDON BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined h
