REGISTRATION RIGHTS AGREEMENT by and among Axcan Intermediate Holdings Inc., the Guarantors and Banc of America Securities LLC HSBC Securities (USA) Inc. RBC Capital Markets Corporation Dated as of May 6, 2008Registration Rights Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 2008, by and among Axcan Intermediate Holdings Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Purchase Agreement (as defined below)) and Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 12.75% Senior Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CONFIDENTIAL EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • New York
This AGREEMENT, dated as of February 27, 2011 (the “Agreement”), between Axcan Pharma Inc. (“Axcan”), Axcan Pharma US Inc. (“Axcan US”), Axcan Holdings Inc. (“Parent,” and together with Axcan and Axcan US, the “Company”), and John Fraher (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 • Axcan Intermediate Holdings Inc. • 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”).
TRADEMARK SECURITY AGREEMENT (SHORT-FORM)Trademark Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008 between AXCAN PHARMA INC. (the “Grantor”) and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties.
CREDIT AGREEMENT Dated as of February 25, 2008 among AXCAN INTERMEDIATE HOLDINGS INC., as Parent Borrower, AXCAN US PARTNERSHIP 1 LP, as Co-Borrower AXCAN MIDCO INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...Credit Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 25, 2008, among AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”), AXCAN MIDCO INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
December 28, 2011 STRAKAN INTERNATIONAL S.À R.L. PROSTRAKAN INC. (For the Purposes of Sections 5.1 and 11.1.2) – and – APTALIS PHARMA US, INC. Commercialization and License AgreementCommercialization and License Agreement • April 27th, 2012 • Aptalis Pharma Inc • Pharmaceutical preparations • New York
This COMMERCIALIZATION AND LICENSE AGREEMENT (this “Agreement”) is dated as of December 28, 2011 (the “Signing Date”), but shall not be effective until the Effective Date, by and among STRAKAN INTERNATIONAL S.À R.L., a company incorporated under the Laws of Luxembourg having a principal place of business at Galabank Business Park, Galashiels, Scottish Borders, TD1 1QH UK (“Strakan”), and PROSTRAKAN INC., for the purposes of Sections 5.1 and 11.1.2, a company incorporated under the Laws of Delaware having a principal place of business at 1430 State Highway 206, Suite 101, Bedminster, NJ 07921, US (“ProStrakan”), on the one hand, and APTALIS PHARMA US, INC. a company incorporated under the Laws of the State of Delaware and having a principal place of business at 22 Inverness Center Parkway, Birmingham, Alabama 35242, United States (“Aptalis”) on the other hand. Strakan and Aptalis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AXCAN US LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 30, 2008Limited Liability Company Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Axcan US LLC (the “Company”) is entered into as of January 30, 2008 by Axcan Intermediate Holdings Inc., a Delaware corporation (the “Member”).
GUARANTY dated as of February 25, 2008 among AXCAN MIDCO INC., AXCAN INTERMEDIATE HOLDINGS INC., AXCAN US PARTNERSHIP 1 LP, CERTAIN OTHER SUBSIDIARIES OF AXCAN INTERMEDIATE HOLDINGS INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
GUARANTY dated as of February 25, 2008, among AXCAN MIDCO INC., a Delaware corporation (“Holdings”), AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”), certain other Subsidiaries of AXCAN INTERMEDIATE HOLDINGS INC. from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
AMENDED AND RESTATED OPERATING AGREEMENT OF ACQUISITION NO. 5 LLCOperating Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Amended and Restated Operating Agreement (this “Agreement”) of Acquisition No. 5 LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of February 25, 2008, between Acquisition Co. No. 1, a Delaware corporation (the “Sole Member”), and the Company pursuant to the Delaware Limited Liability Company Act (the “Act”).
ContractSupplemental Indenture • February 13th, 2009 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2008, among Axcan EU LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Axcan Intermediate Holdings, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”).
PLEDGE AND SECURITY AGREEMENT dated as of February 25, 2008 among CERTAIN SUBSIDIARIES OF AXCAN INTERMEDIATE HOLDINGS INC. IDENTIFIED HEREIN, as Grantors and BANK OF AMERICA, N.A., as Administrative AgentPledge and Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Ontario
PLEDGE AND SECURITY AGREEMENT dated as of February 25, 2008 among certain Subsidiaries of Axcan Intermediate Holdings Inc. (the “Parent Borrower”) identified in Annex A, as grantors (each a “Grantor” and collectively the “Grantors”) and Bank of America, N.A., as administrative agent for the Secured Parties (as defined below).
AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 11, 2011 (this “Amendment Agreement”) to the Credit Agreement dated as of February 25, 2008 (the “Existing Credit Agreement”) and as amended through the date hereof, among AXCAN INTERMEDIATE...Credit Agreement • February 11th, 2011 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 25, 2008 is amended and restated as of February 11, 2011, among AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”, and each a “Borrower”), AXCAN MIDCO INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AXCAN INTERMEDIATE HOLDINGS INC. AS PLEDGOR AND BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT (AND COLLATERAL AGENT) AND AXCAN LUXCO 1 S.AR.L. AS COMPANY PLEDGE AGREEMENT relating to the Shares, PECs and PPCs issued by Axcan LuxCo 1 S.àr.l. dated 25...Pledge Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Luxembourg
PENNY OPTION GRANT AGREEMENTPenny Option Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Quebec
This Penny Option Grant Agreement (this “Agreement”) is made as of , by and between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), and ___________________ (the “Optionee”).
Option Agreement By and Among Axcan Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. April 11, 2011Option Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This Option Agreement (this “Agreement”) is entered into and made effective as of the 11th day of April, 2011 (the “Effective Date”) by and among Mpex Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 11535 Sorrento Valley Road, San Diego, CA 92121 (the “Company”), Axcan Holdings Inc., a Delaware corporation having offices at 100 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (“Acquiror”), and Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”, and collectively with Acquiror, “Axcan”). The Company and Axcan are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
December 16, 2009 Axcan Holdings Inc. Mont-Saint-Hilaire, QC J3H 6C4 Re: Advancement and Indemnification Rights In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor...Advancement and Indemnification Rights Agreement • December 17th, 2009 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations
This Agreement clarifies certain rights of (i) TPG, (ii) any TPG Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of TPG or any TPG Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (collectively, "Axcan Companies") (iii) any Fund; (iv) any persons designated by TPG, any TPG Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent or functional or foreign equivalent of the foregoing, of or to any of the Axcan Companies or of or to any partnership or joint venture of which any Axcan Company is a partner or member (collectively, the "TPG Designees"); and (v) any direct or indirect partners (including general partners), shareholders, members (including managing members), controlling persons, directors, officers, fiduciaries, managers, employees and agents of each of the
FORM OF AXCAN HOLDINGS INC. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , , between Axcan Holdings Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), made as of the ___ day of ____________, _____ between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and _____________ (the “Grantee”).
ContractGuaranty • February 13th, 2009 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations
SUPPLEMENT NO. 1, dated as of December 5, 2008, to the Guaranty dated as of February 25, 2008 among AXCAN MIDCO INC. (“Holdings”), AXCAN INTERMEDIATE HOLDINGS INC. (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, (the “Co-Borrower”), certain other Subsidiaries of AXCAN INTERMEDIATE HOLDINGS INC. from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent.
JOINDER TO MANAGEMENT SERVICES AGREEMENTJoinder to Management Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Joinder (“Joinder”) to the Management Services Agreement dated as of February 21, 2008 initially by and among Axcan Holdings, Inc. (“Holdings”), Axcan Intermediate Holdings, Inc. (“Axcan Intermediate”), and TPG Capital, L.P. (“TPG” or the “Manager”) (as amended from time to time, the “Agreement”), is made and entered into as of February 25, 2008, by and between the Manager, Axcan Pharma Inc., a corporation incorporated under the laws of Canada (“Axcan Pharma”), and Axcan US Partnership 1 LP, a limited partnership organized under the laws of Delaware (“Partnership”).
ATOM INTERMEDIATE HOLDINGS INC. as Purchaser and AXCAN PHARMA INC. as Company ARRANGEMENT AGREEMENT November 29, 2007Arrangement Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
PLEDGE OF DEBENTURES DATED AS OF FEBRUARY 25, 2008Pledge of Debentures • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
WHEREAS Axcan Intermediate Holdings Inc., Axcan US Partnership 1 LP, as borrowers, Axean MidCo Inc., Bank of América, N.A., as administrative and collateral agent, the lenders identified therein are parties to a Credit Agreement dated as of February 25, 2008 (as amended, restated or supplemented from time to time, the “Credit Agreement”) pursuant to which the Lenders have agreed to make available to the Borrowers revolving and term credit facilities up to a principal amount of US$290,000,000;
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), made as of the day of , between Axcan Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and (the “Grantee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Management Services Agreement (the “Agreement”) is entered into as of February 21, 2008, by and among Axcan Holdings Inc. (“Axcan Holdings”), Axcan Intermediate Holdings Inc. (“Axcan Intermediate”), and TPG Capital, L.P. (“TPG” or the “Manager”). Certain capitalized terms used herein are specifically defined in Section 11.
This Lease, made this 28th day of August, 1991, by and between Taylor & Mathis of Alabama, Inc., Agent for Metropolitan Life Insurance Company first party (hereinafter called “Lessor”); and Scandipharm, Inc., a Delaware Corporation second party,...Lease Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Signed, sealed and delivered by in the presence of: Lessor Taylor & Mathis of Alabama, Inc., Agent for Metropolitan Life Insurance Company
ContractPledge and Security Agreement • February 13th, 2009 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations
SUPPLEMENT NO. 1, dated as of December 5, 2008, to the Pledge and Security Agreement dated as of February 25, 2008 among AXCAN MIDCO INC. (“Holdings”), AXCAN INTERMEDIATE HOLDINGS INC. (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP (the “Co-Borrower”), certain other Subsidiaries of the Parent Borrower from time to time party thereto and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties (as defined below).
SUBLEASESublease • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
THIS SUBLEASE, dated this 23 rd day of July, 2007 between NORRIS, McLAUGHLIN & MARCUS, P.A., having an office at 721 Route 202-206, P.O. Box 1018, Somerville, New Jersey 08876-1018 (“Sublandlord”) and AXCAN SCANDIPHARM INC., having an address at 22 Inverness Center Parkway, Birmingham, Alabama 34242 (“Subtenant”).
ContractParallel Debt Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PARALLEL DEBT AGREEMENT (this “Agreement”) dated as of February 25, 2008, among AXCAN LUXCO 1 SÀR.L. and AXCAN LUXCO 2 S.ÀR.L. (the “Luxembourg Guarantors”) and BANK OF NEW YORK, as Trustee.
Development Agreement By and Among Axcan Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. April 11, 2011Development Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This Development Agreement (this “Agreement”) is entered into and made effective as of the 11th day of April, 2011 (the “Effective Date”) by and among Mpex Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 11535 Sorrento Valley Road, San Diego, CA 92121 (“Mpex”), Axcan Holdings Inc., a Delaware corporation having offices at 100 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (“Acquiror”), and Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”, and collectively with Acquiror, “Axcan”). Mpex and Axcan are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Manufacturing...Manufacturing Services Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
ContractParallel Debt Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PARALLEL DEBT AGREEMENT (this “Agreement”) dated as of May 6, 2008, among AXCAN LUXCO 1 S.ÀR.L. and AXCAN LUXCO 2 S.ÀR.L. (the “Luxembourg Guarantors”) and THE BANK OF NEW YORK, as Trustee.
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FINISHED PRODUCT...Finished Product Supply Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS FINISHED PRODUCT SUPPLY AGREEMENT (this “Agreement”) dated as of October 8, 2003, and effective as of the Closing Date (the “Effective Date”) is made and entered into by and between Aventis Pharmaceuticals Inc., a company organized and existing under the laws of Delaware (“Aventis”), and Axcan Pharma Inc., a corporation organized and existing under the laws of Canada (“Axcan Pharma”, on behalf of itself and its Affiliates, collectively, the “Purchaser”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article 1 hereof or as otherwise set forth herein; capitalized terms used herein without definition shall have the meanings ascribed to them in the Product Acquisition Agreement (as defined below).
** ] = PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXCLUSIVE...Exclusive Development/License/Supply Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • 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”).
PATENT SECURITY AGREEMENT (SHORT-FORM)Patent Security Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008 between AXCAN PI-IARMA INC. (the “Grantor”) and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AXCAN HOLDINGS INC., AXCAN LONE STAR INC., MPEX PHARMACEUTICALS, INC. AND THE SECURITYHOLDERS’ REPRESENTATIVE COMMITTEE April 11, 2011Merger Agreement • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (as may be amended or supplemented from time to time, this “Agreement”) is made and entered into as of April 11, 2011 (the “Agreement Date”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (“Sub”), Mpex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX, the Securityholders’ Representative Committee (as defined herein) (each, a “Party” and collectively, the “Parties”).
