LANTHEUS MEDICAL IMAGING, INC., as Issuer, GUARANTORS NAMED HEREIN, as Guarantors, and WILMINGTON TRUST FSB, as TrusteeIndenture • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
INDENTURE, dated as of May 10, 2010 (this “Indenture”), among LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (the “Issuer”), having its principal office at 331 North Treble Cove Road, Building 600, North Billerica, Massachusetts, LANTHEUS MI INTERMEDIATE, INC., a Delaware corporation (“Parent”), certain of the Issuer’s Subsidiaries, each named in the signature pages hereto (Parent and each such Subsidiary, a “Guarantor” and, collectively, the “Guarantors”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee for the Holders of the Notes (as defined herein) (in such capacity, the “Trustee”).
LANTHEUS MEDICAL IMAGING, INC. $250,000,000 9.750% of Senior Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
Lantheus Medical Imaging, Inc., a Delaware corporation (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 4, 2010, by and among Lantheus Medical Imaging, Inc., the Initial Purchasers and the Guarantors named therein (the “Purchase Agreement”), $250,000,000 in aggregate principal amount of 9.750% Senior Notes due 2017 issued by the Company (the “Notes”) pursuant to the Indenture (as described below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Supply Agreement • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment, subject to the consummation of the transactions contemplated in the Stock and Asset Purchase Agreement among Bristol-Myers Squibb Company, ACP Lantern Holdings Inc. (the “Holdings”) and the Company, dated as of December 16, 2007 (the “Purchase Agreement”);
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This ADVISORY SERVICES AND MONITORING AGREEMENT (this “Agreement”) is entered into as of January 8, 2007, by and between ACP Lantern Acquisition, Inc., a Delaware corporation (the “Company”), Avista Capital Holdings, LP, a Delaware limited partnership (“Advisor”).
January 4, 2010 Lantheus Medical Imaging, Inc. Attention: Don Kiepert, Chief Executive Officer Dear Don:Employment Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This letter agreement amends the Employment Agreement between Larry Pickering and Lantheus Medical imaging, Inc. (the “Company”), dated as of March 4, 2008, and amended as of January 1, 2009 (the “Employment Agreement”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. DISTRIBUTION...Distribution Agreement • December 29th, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • Delaware
This distribution agreement (this “Agreement”) is entered into as of October 31, 2001 by and between Bristol-Myers Squibb Pharma Company, a general partnership organized under the laws of the State of Delaware (“BMS”) and Medi-Physics Inc., doing business as Amersham Health, a corporation organized under the laws of the State of Delaware (“NA”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. Execution...Molybdenum-99 Purchase & Supply Agreement • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • Ontario
NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants, agreements, representations and warranties contained herein, the parties hereby agree as follows:
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Manufacturing and Supply Agreement (this “Agreement”), dated as of April 6, 2009 (the “Effective Date”), is hereby entered into by and between Lantheus Medical Imaging, Inc., a corporation organized and existing under the laws of Delaware with its principal place of business at 331 Treble Cove Road, North Billerica, MA 01862 (“LMI”), and Mallinckrodt Inc., a corporation organized and existing under the laws of Delaware with a place of business at 675 McDonnell Blvd., Hazelwood, MO 63042, and its Affiliates, as applicable (“COV”). LMI and COV are referred to herein individually as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. SALES AGREEMENT...Sales Agreement • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • England
This Agreement is effective from the 1st day of April, 2009 and once signed by all Parties (hereafter the “effective date of this Agreement”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AGREEMENT...Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates (this “Agreement”) is made effective as of February 1, 2008 (the “Effective Date”), by and between Lantheus Medical Imaging, Inc. (formerly known as Bristol-Myers Squibb Medical Imaging, Inc.), a corporation duly organized and existing under the laws of the state of Delaware, with its offices located at 331 Treble Cove Road, North Billerica, Massachusetts (“Medical Imaging”) and UPPI, a corporation duly organized and existing under the laws of the state of Delaware, with its principal place of business located at 5400 Laurel Springs Parkway, Suite 405, Suwanee, Georgia 30024. UPPI and Medical Imaging shall be referred to collectively herein as the “Parties” and each individually as a “Party”.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENT...Distribution Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to Distribution Agreement (this “Amendment”) is made by and between Bristol-Myers Squibb Medical Imaging, Inc., formerly known as Bristol-Myers Squibb Pharma Company (“BMS”) and Medi-Physics, Inc., doing business as G.E. Healthcare (“G.E. Healthcare”) (referred to individually as “Party” and collectively as “Parties”) and shall be effective as of January 1, 2005.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. DISTRIBUTION...Distribution Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • Delaware
This distribution agreement (this “Agreement”) is entered into as of October 31, 2001 by and between Bristol-Myers Squibb Pharma Company, a general partnership organized under the laws of the State of Delaware (“BMS”) and Medi-Physics Inc., doing business as Amersham Health, a corporation organized under the laws of the State of Delaware (“NA”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of February 26, 2008 among LANTHEUS MI HOLDINGS, INC., AVISTA CAPITAL PARTNERS, LP, AVISTA CAPITAL PARTNERS (OFFSHORE), LP, ACP-LANTERN CO-INVEST, LLC and CERTAIN MANAGEMENT SHAREHOLDERS NAMED HEREINShareholders Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of February 26, 2008 (this “Agreement”), by and among (i) Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), (ii) Avista Capital Partners, LP, a Delaware limited partnership, Avista Capital Partners (Offshore), LP, a Delaware limited partnership and ACP-Lantern Co-Invest, LLC, a Delaware limited liability company (each of the foregoing in this clause (ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) certain other Persons listed on Schedule A attached hereto, as may be updated from time to time pursuant to the provisions hereof (each a “Management Shareholder” and, collectively, the “Management Shareholders”). For purposes of this Agreement, “Avista Entities” and “Management Shareholders” shall each mean, if such Persons shall have Transferred any of their “Company Securities” to any of their respective “Permitted Transferees” (as such terms are defined below), such Persons and such
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL...Manufacturing and Service Contract • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • Delaware
This Manufacturing and Service Contract for Commercial and Development Products (hereinafter this “Agreement”) is made effective as of August 01, 2008 (the “Effective Date”), by Ben Venue Laboratories, Inc., a corporation organized and existing under the laws of Delaware, with its principal office at 300 Northfield Road, Bedford, Ohio, 44146 (hereinafter “BVL” and as further defined in Article I) and Lantheus Medical Imaging, Inc., a corporation organized and existing under laws of Delaware, with its principal place of business at 331 Treble Cove Road, North Billerica, MA 01862 (hereinafter “Customer”). BVL and Customer may be referred to in this Agreement jointly as the “Parties” or individually as a “Party.”
LANTHEUS MI HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN OPTION GRANT AWARD AGREEMENTOption Grant Award Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [ ], 2008 (the “Grant Date”), between Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), and [Name of Grantee], who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 10 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. Amendment No. 1...Sales Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • England
THIS AMENDMENT NO. 1 TO SALES AGREEMENT (this “Amendment”) is made effective as of January 1, 2010 by and between NTP Radioisotopes (Pty) Ltd., a commercial company registered and existing under the laws of the Republic of South Africa, having its registered office at Building 1700, Pelindaba, Church Street West Extension, Brits District, North West Province of South Africa (“NTP”), and Lantheus Medical Imaging, Inc., a corporation organized and existing under the laws of Delaware with a place of business at 331 Treble Cove Road, North Billerica, Massachusetts, United States of America 01862 (“Lantheus”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Manufacturing and Supply Agreement (this “Agreement”), dated as of April 6, 2009 (the “Effective Date”), is hereby entered into by and between Lantheus Medical Imaging, Inc., a corporation organized and existing under the laws of Delaware with its principal place of business at 331 Treble Cove Road, North Billerica, MA 01862 (“LMI”), and Mallinckrodt Inc., a corporation organized and existing under the laws of Delaware with a place of business at 675 McDonnell Blvd., Hazelwood, MO 63042, and its Affiliates, as applicable (“COV”). LMI and COV are referred to herein individually as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 3...Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amendment No. 3 (the “Amendment”) to the Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates dated as of February 1, 2008 (the “Agreement”) is made by and between Lantheus Medical Imaging, Inc., with its principal place of business at 331 Treble Cove Road, North Billerica, Massachusetts 01862 (“Medical Imaging”), and United Pharmacy Partners, Inc., with its principal place of business at 5400 Laurel Springs Parkway, Suite 405, Suwanee, GA 30024 (“UPPI”), and is effective as of May 1, 2009. (the “Effective Date”)
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Cardiolite License and Supply Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Cardiolite® License and Supply Agreement (this “Agreement”), entered into as of January 1, 2009 (“Amendment Date”) and effective as of January 1, 2004 (the “Effective Date”), is made by and between Lantheus Medical Imaging, Inc., a corporation duly organized and existing under the laws of the state of Delaware, with its offices located at 331 Treble Cove Road, North Billerica, Massachusetts (“LMI”), and Cardinal Health 414, LLC, a limited liability company duly organized and existing under the laws of the state of Delaware doing business as Cardinal Health Nuclear Pharmacy Services, with its principal place of business located at 7000 Cardinal Place, Dublin, Ohio (“Company” together with LMI, the “Parties” and, individually, each a “Party”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 2...Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amendment No. 2 (the “Amendment”), to the Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates dated as of February 1, 2008 (the “Agreement”), is made by and between Lantheus Medical Imaging, Inc., with its principal place of business at 331 Treble Cove Road, North Billerica, Massachusetts 01862 (“Medical Imaging”), and United Pharmacy Partners, Inc., with its principal place of business located at 5400 Laurel Springs Parkway, Suite 405, Suwanee, GA 30024 (“UPPI”), and is effective as of August 1, 2008.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Cardiolite License and Supply Agreement • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Cardiolite® License and Supply Agreement (this “Agreement”), entered into as of January 1, 2009 (“Amendment Date”) and effective as of January 1, 2004 (the “Effective Date”), is made by and between Lantheus Medical Imaging, Inc., a corporation duly organized and existing under the laws of the state of Delaware, with its offices located at 331 Treble Cove Road, North Billerica, Massachusetts (“LMI”), and Cardinal Health 414, LLC, a limited liability company duly organized and existing under the laws of the state of Delaware doing business as Cardinal Health Nuclear Pharmacy Services, with its principal place of business located at 7000 Cardinal Place, Dublin, Ohio (“Company” together with LMI, the “Parties” and, individually, each a “Party”).
LIMITED LIABILITY COMPANY AGREEMENT OF ACP Lantern Real Estate, LLCLimited Liability Company Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of ACP Lantern Real Estate, LLC (the “Company”) is entered into this 19th day of December, 2007 by ACP Lantern Acquisition, Inc. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 4...Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates • April 1st, 2011 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amendment No. 4 (“Amendment”) to the Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates dated as of February 1, 2008 (as amended, the “Agreement”) is made by and between Lantheus Medical Imaging, Inc., with its principal place of business at 331 Treble Cove Road, North Billerica, Massachusetts 01862 (“Medical Imaging”), and United Pharmacy Partners, Inc., with its principal place of business at 5400 Laurel Springs Parkway, Suite 405, Suwanee, GA 30024 (“UPPI”), and is effective as of March 1, 2011 (the “Amendment Effective Date”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 1...Supply Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 (the “Amendment”) to the Amended and Restated Supply Agreement (Thallium and Generators) by and between Lantheus Medical Imaging, Inc, (“Supplier”) and Cardinal Health 414, LLC (“Cardinal”) effective as of October 1, 2004 (the “Agreement”) is made by and between Supplier and Cardinal as of this 29th day of December 2009 (“Amendment Date”),
EMPLOYEE SHAREHOLDERS AGREEMENT dated as of May 30, 2008 among LANTHEUS MI HOLDINGS, INC., AVISTA CAPITAL PARTNERS, L.P., AVISTA CAPITAL PARTNERS (OFFSHORE), L.P., ACP-LANTERN CO-INVEST LLC and CERTAIN EMPLOYEE SHAREHOLDERS NAMED HEREINEmployee Shareholders Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This EMPLOYEE SHAREHOLDERS’ AGREEMENT, dated as of May 30, 2008 (this “Agreement”), by and among (i) Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), (ii) Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Delaware limited partnership and ACP-Lantern Co-Invest LLC, a Delaware limited liability company (each of the foregoing in this clause (ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) each Person listed as a “Employee Shareholder” on the signature pages hereto and each party who from time to time executes and delivers a Joinder Agreement after the date hereof (each a “Employee Shareholder” and, collectively, the “Employee Shareholders”). For purposes of this Agreement, “Avista Entities” and “Employee Shareholders” shall each mean, if such Persons shall have Transferred any of their “Company Securities” to any of their respective “Permitted Transferees” (as such terms are defined be
CREDIT AGREEMENT Dated as of May 10, 2010 by and among LANTHEUS MEDICAL IMAGING, INC., as Borrower, LANTHEUS MI INTERMEDIATE, INC. AND EACH OF ITS SUBSIDIARIES LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME...Credit Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
Credit Agreement, dated as of May 10, 2010, by and among Lantheus MI Intermediate, Inc., a Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Harris N.A., as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and Bank of Montreal, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), Bank of Montreal and NATIXIS as joint bookrunners (in such capacity, the “Joint Bookrunners””, Bank of Montreal and NATIXIS as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”), NATIXIS as syndication agent
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1...Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates • December 23rd, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to the Agreement Concerning Cardiolite® and Technelite® Generator Supply, Pricing and Rebates (the “Amendment”) is made by and between Lantheus Medical Imaging, Inc., with its principal place of business at 331 Treble Cove Road, North Billerica, Massachusetts 01862 (“Medical Imaging”), and United Pharmacy Partners, Inc., with its principal place of business located at 5400 Laurel Springs Parkway, Suite 405, Suwanee, GA 30024 (“UPPI”), and is effective as of April 1, 2008.
Re: Amendment No. 1 to Manufacturing and Supply AgreementManufacturing and Supply Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • New York
Reference is made to a Manufacturing and Supply Agreement dated as of April 6, 2009 (the “Agreement”) between Mallinckrodt Inc. and Lantheus Medical Imaging, Inc. Terms defined in the Agreement and not otherwise defined herein are used herein with the meanings so defined.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
PLEDGE AND SECURITY AGREEMENT, dated as of May 10, 2010, made by each of the Grantors listed on the signature pages hereto (together with each other person that executes a supplement hereto and becomes an “Additional Grantor” hereunder, each a “Grantor” and collectively, jointly and severally, the “Grantors”), in favor of Harris N.A., in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated March 4, 2008 by and between Lantheus Medical Imaging, Inc., a Delaware corporation (the “Company”) and Larry Pickering (“Executive”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. SALES AGREEMENT...Sales Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations • England
This Agreement is effective from the 1st day of April, 2009 and once signed by all Parties (hereafter the “effective date of this Agreement”).
Subject: Larry G Pickering, Executive Chairman Compensation This letter serves as an amendment to the employment contract which is effective Jan 8, 2008.Employment Agreement • December 1st, 2010 • Lantheus MI Intermediate, Inc. • Pharmaceutical preparations
Effective January 1, 2009 my base salary will be reduced from the $500,000. annually to $400,000. All other terms of the agreement will remain the same until modified in the future.
