EXHIBIT 10.14 August 7, 1998 Pharmaceutical Formulations, Inc. 460 Plainfield Ave. Edison, New Jersey 08817 Re: Loan and Security Agreement, dated August 4, 1989, between The CIT Group/Credit Finance, Inc., assignee of Fidelcor Business Credit...Loan and Security Agreement • September 28th, 1998 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
August 20, 2004 Pharmaceutical Formulations, Inc. 460 Plainfield Avenue Edison, New Jersey 08817 Konsyl Pharmaceuticals, Inc. 8050 Industrial Park Road Easton, Maryland 21601 WAIVER AND AMENDMENT Ladies and Gentlemen: We refer to the First Amended and...Financing Agreement • August 23rd, 2004 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
RECITALSTerm Loan Agreement • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
EXHIBIT 10.3(D) THE The CIT Group/ CIT Credit Finance GROUP 1211 Avenue of the Americas New York, NY 10036 Tel: 212-790-9100 Fax: 212-790-9123 April 1, 1999 ICC Industries Inc. 720 Fifth Avenue New York, New York 100 19 Re: Pharmaceutical...Intercreditor Agreement • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
Teamsters Local 522 affiliated with the INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AFL-CIO 1308 PIERCE STREET RAHWAY, NJ 07965 TEL: 732-388-6047 FAX: 732-388-4192Collective Bargaining Agreement • October 29th, 2004 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Length of employment Less than 60 days 60 days to 1 year 1 year but less than 3 years 3 years Annual Sick Leave 0 days 1 paid day, 2 unpaid days 2 paid days, 1 unpaid day 3 paid days
July 26, 2004 Mr. Brian Bradley 19 Shy Creek Road Pittstown, New Jersey 08867 Dear Brian: This letter (the "Agreement") will confirm the terms and conditions under which we offer you the position of Executive Vice President of Sales and Marketing of...Employment Agreement • August 23rd, 2004 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
TERM LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 31, 2005Term Loan and Security Agreement • June 1st, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
TERM LOAN AGREEMENT dated as of March 31, 2005, between PHARMACEUTICAL FORMULATIONS INC., 460 Plainfield Avenue, Edison, New Jersey 08818, a Delaware corporation (the "Borrower"), and ICC INDUSTRIES INC., 460 Park Avenue, New York, New York 10022, a New York corporation (the "Lender").
February 21, 2001 PHARMACEUTICAL FORMULATIONS, INC. 460 Plainfield Avenue Edison, NJ 08817 Ladies and Gentlemen: We refer to (i) the Loan and Security Agreement between us dated August 4, 1989, as supplemented and amended (the "Loan Agreement") and...Loan and Security Agreement • March 26th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
The CIT Group/ Credit Finance 1211 Avenue of the Americas New York, NY 10036 Tel 212 790-9100 Fax 212 790-9123 THE CIT GROUP October 20, 1999 Pharmaceutical Formulations, Inc. 460 Plainfield Ave. Edison, New Jersey 08817 Re: Loan and Security...Loan and Security Agreement • February 2nd, 2001 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
CIT Business Credit T: 212-536-120 1211 Avenue of the Americas New York, NY 10036Loan and Security Agreement • February 2nd, 2001 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Reference is made to the (i) Loan and Security Agreement between you and us, as successor by merger to The CIT Group/Credit Finance, Inc., dated August 4, 1989, as supplemented and amended (the "Loan Agreement") and (ii) the letter agreement between us dated April 26, 1999 with respect to a certain Overadvance (the "Overadvance Letter"). Capitalized terms used and not otherwise defined herein shall have the same meanings given them in the Loan Agreement and/or the Overadvance Letter.
The CIT Group/ Credit Finance 1211 Avenue of the Americas New York, NY 10036 Tel 212 790-9100 Fax 212 790-9123Loan and Security Agreement • February 2nd, 2001 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Reference is made to the (i) Loan and Security Agreement between you and us, as successor by merger to The CIT Group/Credit Finance, Inc., dated August 4, 1989, as supplemented and amended (the "Loan Agreement") and (ii) the letter agreement between us dated April 26, 1999 with respect to a certain Overadvance (the "Overadvance Letter"). Capitalized terms used and not otherwise defined herein shall have the same meanings given them in the Loan Agreement and/or the Overadvance Letter.
The CIT Group/Business Credit, Inc. T: 212 382-7000 1211 Avenue of the Americas New York, NY 10036Financing Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Pharmaceutical Formulations, Inc. 460 Plainfield Avenue Edison, New Jersey 08817 Konsyl Pharmaceuticals, Inc. 8050 Industrial Park Road Easton, Maryland 21601
The CIT Group/ Credit Finance 1211 Avenue of the Americas New York, NY 10036 Tel 212 790-9100 Fax 212 790-9123Limited Guaranty • February 2nd, 2001 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
AGREEMENTTax Consolidation Agreement • September 27th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
THIS AGREEMENT, made this 18th day of September, 2002, by and between, PHARMACEUTICAL FORMULATIONS INC., 460 Plainfield Avenue, Edison, New Jersey 08818, a Delaware corporation (the "PFI"), and ICC INDUSTRIES INC., 460 Park Avenue, New York, New York 10022, a New York corporation (the "ICC").
December 19, 2001Loan and Security Agreement • January 4th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
This is to confirm that pursuant to mutual consent and understanding, effective as of even date herewith, Section 9.1 of the Loan Agreement shall be, and hereby is, deleted in its entirety and replaced by the following:
Pharmaceutical Formulations, Inc. 460 Plainfield Avenue Edison, New Jersey 08817 Ladies and Gentlemen: We refer to the Loan and Security Agreement between us dated August 4, 1969, as supplemented and amended from time to time (the “Loan Agreement”)....Loan and Security Agreement • March 28th, 2003 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
This is to confirm that pursuant to mutual consent and understanding, effective as of even date herewith and subject to the fulfillment to our satisfaction of the Conditions Precedent (as defined below), the Loan Agreement shall be amended as follows:
AGREEMENT EFFECTIVE OCTOBER 24, 2004 THRU OCTOBER 23, 2007 PHARMACEUTICAL FORMULATIONS INC. AND LOCAL 522 AFFILIATED WITH INTERNATIONAL BROTHERHOOD OF TEAMSTERSCollective Bargaining Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
EXHIBIT 10.3(G) THE The CIT Group/ CIT Credit Finance GROUP 1211 Avenue of the Americas New York, NY 10036 Tel: 212-790-9100 Fax: 212-790-9123 April 26, 1999 Pharmaceutical Formulations, Inc. 460 Plainfield Ave. Edison, New Jersey 08817 Re: Loan and...Loan and Security Agreement • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Pharmaceutical Formulations, Inc. 460 Plainview Avenue Edison, New Jersey 08818 Attention: Mr. James Ingram, President Re: Conversion of Preferred Shares and Indebtedness Gentlemen:Conversion Agreement • January 4th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
By letter dated October 25, 2001, ICC Industries Inc. (“ICC”) and Pharmaceutical Formulations, Inc. (“PFI”) agreed that ICC will convert its 2,500,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock (the “Preferred Stock”) and unpaid dividends into 10,441,176 shares of common stock of PFI at a conversion price of $.34 per share of common stock. At that time we agreed that the conversion shall occur on the date of completion of the formalities required to increase PFI’s authorized capital (i.e. immediately following the filing of the appropriate Certificate of Amendment to PFI’s Certificate of Incorporation, after approval at PFI’s next annual meeting).
GUARANTYGuaranty • October 3rd, 2001 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
This Guaranty is executed as an inducement to you to make loans or advances to the Company or otherwise to extend credit or financial accommodations to the Company, or to enter into or continue a financing arrangement with the Company, and is executed in consideration of your doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by you in your sole discretion, and shall be deemed to have been done or extended by you in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate you to do any of the foregoing.
EXHIBIT 10.3(F) LIMITED GUARANTYLimited Guaranty • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
RIGHTS AGENT AGREEMENT Between PHARMACEUTICAL FORMULATIONS, INC. a Delaware corporation and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated: May __, 2002Rights Agent Agreement • May 9th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
RIGHTS AGENT AGREEMENT ("Agreement") dated as of May __, 2002, by and between PHARMACEUTICAL FORMULATIONS, INC.., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (referred to herein, variously, as "Continental," or the "Rights Agent," as the circumstances require). (Certain capitalized terms used herein are defined in Section 3.1.)
MODIFICATION AND EXTENSION OF LEASELease Modification and Extension • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
THIS MODIFICATION AND EXTENSION OF LEASE dated as of the 28th day of November, 2003, by and between 460 Plainfield Avenue Associates, L.P., with offices at c/o Broadway Management, 80 Broad Street, 29th Floor, New York, New York 10004 (hereinafter referred to as "Landlord"), and Pharmaceutical Formulations, Inc., as successor in interest to Private Formulations, Inc., with offices at 460 Plainfield Avenue, Edison, New Jersey 08818 (hereinafter referred to as "Tenant").
AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT by and between LEINER HEALTH PRODUCTS L.L.C., and PHARMACEUTICAL FORMULATIONS, INC., Dated September 9, 2005Asset Purchase Agreement • September 15th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: Exhibit I: Exhibit J: Exhibit K: Seller Disclosure Schedule Buyer Disclosure Schedule Bill of Sale Assumption Agreement Deposit Escrow Agreement Escrow Agreement Bidding Procedures Motion Sale Motion Bidding Procedures Order Sale Order Transition Services Agreement
March 21, 2002 Pharmaceutical Formulations, Inc. 460 Plainfield Avenue Edison, New Jersey 08818 Attention: James Ingram, President Gentlemen: Pursuant to the Third Amendment to Option Agreement between Pharmaceutical Formulations, Inc. (f/k/a...Third Amendment to Option Agreement • March 26th, 2002 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
EXHIBIT 10.3(C) THE The CIT Group/ CIT Credit Finance GROUP 1211 Avenue of the Americas New York, NY 10036 Tel: 212 790-9100 Fax: 212 790-9123 April 1, 1999 Pharmaceutical Formulations, Inc. 460 Plainfield Ave. Edison, New Jersey 08817 Re: Loan and...Loan and Security Agreement • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
CONSULTANCY AGREEMENTConsultancy Agreement • May 30th, 2003 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • Maryland
CONSULTANCY AGREEMENT made as of the 15th day of May, 2003 by and between KONSYL PHARMACEUTICALS, INC., a Delaware corporation with its principal offices at 4200 South Hulen, Suite 513, Fort Worth, Texas 76109 (hereinafter referred to as "Konsyl"), PHARMACEUTICAL FORMULATIONS, INC., a Delaware corporation with its principal offices at 460 Plainfield Avenue, Edison, New Jersey 08818 (hereinafter referred to as "PFI"), and FRANK BUHLER, an individual residing at ____________________ (hereinafter referred to as "Buhler").
ASSET PURCHASE AND SALE AGREEMENT by and between LEINER HEALTH PRODUCTS L.L.C., and PHARMACEUTICAL FORMULATIONS, INC., Dated July 8, 2005 PURCHASE OF ACQUIRED ASSETS AND ASSUMPTION OF ASSUMED LIABILITIES CLOSING; PURCHASE PRICE REPRESENTATIONS AND...Asset Purchase and Sale Agreement • August 19th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
ASSET PURCHASE AND SALE AGREEMENT, dated July 8, 2005 (as such may be amended, restated or supplemented from time to time and including the Seller Disclosure Schedule attached hereto as Exhibit A and the Buyer Disclosure Schedule attached hereto as Exhibit B, this "Agreement”), by and between Leiner Health Products, L.L.C., a Delaware limited liability corporation (the "Buyer”), and Pharmaceutical Formulations, Inc., a Delaware corporation (the "Seller”). Capitalized terms used in this Agreement are defined in Article IX.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 15th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New York
THIS TRANSITION SERVICES AGREEMENT (the "Agreement") is made and entered into as of September 9, 2005 by and between PHARMACEUTICAL FORMULATIONS, INC., a Delaware corporation ("PFI") and LEINER HEALTH PRODUCTS L.L.C., a Delaware limited liability company ("Leiner").
MASTER SECURITY AGREEMENT dated as of 12/28/01 ("Agreement")Master Security Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Pharmaceutical Formulations, Inc. ("Debtor"). Secured Party has an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor's mailing address and chief place of business is 460 Plainfield Avenue, Edison, NJ 08818.
The CIT Group/Business Credit, Inc. T: 212 382-7000 1211 Avenue of the Americas New York, NY 10036Financing Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
Pharmaceutical Formulations, Inc. 460 Plainfield Avenue Edison, New Jersey 08817 Konsyl Pharmaceuticals, Inc. 8050 Industrial Park Road Easton, Maryland 21601
LeaseLease Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • New Jersey
EXHIBIT 10.3(E) THE The CIT Group/ CIT Credit Finance GROUP 1211 Avenue of the Americas New York, NY 10036 Tel: 212-790-9100 Fax: 212-790-9123 April 1, 1999 Pharmaceutical Formulations, Inc. 460 Plainfield Ave. Edison, New Jersey 08817 Re: Loan and...Loan and Security Agreement • October 29th, 1999 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
LEASELease Agreement • May 30th, 2003 • Pharmaceutical Formulations Inc • Pharmaceutical preparations • Maryland
THIS AGREEMENT, made this 15th day of May, 2003, by and among ANDA INVESTMENTS LTD, a Texas limited partnership (the "Landlord") and KONSYL PHARMACEUTICALS, INC., a Delaware corporation (the "Tenant").
July 26, 2004 Mr. Brian Bradley 19 Shy Creek Road Pittstown, New Jersey 08867 Dear Brian:Employment Agreement • April 18th, 2005 • Pharmaceutical Formulations Inc • Pharmaceutical preparations
This letter (the "Agreement") will confirm the terms and conditions under which we offer you the position of Executive Vice President of Sales and Marketing of Pharmaceutical Formulations, Inc. (the "Company"). You agree that this is a full-time position and that you will devote your full-time efforts to your responsibilities to the Company and undertake no other employment without the written consent of the Company. You agree to adhere to all of the Company policies, as set forth in the Company’s employment manual.
