SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of November 1, 1999, is made between NORTH AMERICAN VACCINE, INC., a Canadian corporation ("Debtor") and BAXTER INTERNATIONAL, INC., a Delaware corporation ("Secured Party")....Security Agreement • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
RECITALS WHEREAS, Parent and the Shareholders desire to amend the Shareholder Agreement as set forth in this Amendment; WHEREAS, concurrently with the execution of this Amendment, Parent, Company and Neptune Acquisition Corp., an unlimited liability...Shareholder Agreement • May 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
WITNESSETH:Share Exchange Agreement • May 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
and BANKERS TRUST COMPANY as Trustee INDENTURE Dated as of November 12, 1998 -------------------Indenture • November 20th, 1998 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.41 FIRST AMENDMENT TO LEASE AGREEMENT ---------------------------------- THIS FIRST AMENDMENT ("Amendment") is made as of the 21st day of JANUARY, 1999 by and between the LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord"), successor in...Lease Agreement • February 1st, 1999 • North American Vaccine Inc • Biological products, (no disgnostic substances)
Exhibit 10.35 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT, dated as of November 1, 1996 ("Agreement"), between General Electric Capital Corporation, with an office at 4 North Park Drive, Suite 500, Hunt Valley, MD 21030 (hereinafter called,...Master Lease Agreement • March 11th, 1997 • North American Vaccine Inc • Biological products, (no disgnostic substances)
LEASELease Agreement • May 8th, 1998 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Maryland
REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (this "Agreement") dated as of November 1, 1999, is made by and among NORTH AMERICAN VACCINE, INC., a Canadian corporation ("Borrower"), and BAXTER INTERNATIONAL INC., a Delaware corporation...Reimbursement Agreement • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
RECITALSShare Purchase Agreement • January 29th, 1998 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Quebec
BETWEENExclusive Distribution Agreement • November 14th, 1996 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT, dated as of November 12, 1998 ("Agreement"), is made by NORTH AMERICAN VACCINE, INC., a Canadian corporation ("NAVA" or "Pledgor"), in favor of BANKERS TRUST COMPANY, as trustee (the...Security and Pledge Agreement • November 20th, 1998 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Maryland
November 1, 1999 North American Vaccine, Inc. 10150 Old Columbia Road Columbia, Maryland 21046 Attention: Dr. Randal Chase Chief Executive Officer and President Re: Revolving Credit Facility ------------------------- Ladies/Gentlemen: BANK OF AMERICA,...Revolving Credit Facility • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances)
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • November 14th, 1996 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Delaware
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated November 17, 1999, between Baxter International Inc., a Delaware corporation ("Acquisition"), and BioChem Pharma Inc. (the "Seller"). WHEREAS, the Seller owns 11,179,114 Common Shares (the "NAV...Stock Purchase Agreement • November 29th, 1999 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
AMONGAssets Purchase Agreement • November 14th, 1996 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Maryland
Exhibit 10.34 ASSIGNMENT AND ASSUMPTION OF LEASES ----------------------------------- THIS ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is entered into as of the 12th day of November, 1996, by and between CEPHALON PROPERTY MANAGEMENT, INC., a...Assignment and Assumption of Leases • March 11th, 1997 • North American Vaccine Inc • Biological products, (no disgnostic substances) • Maryland
GUARANTYGuaranty • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances)
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PROVINCE OF CANADA AND SUCH SECURITIES MAY NOT BE...Warrant Agreement • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
PATENT AND TRADEMARK ASSIGNMENT AND SECURITY AGREEMENT THIS PATENT AND TRADEMARK ASSIGNMENT AND SECURITY AGREEMENT (this "Agreement"), dated as of November 1, 1999, is made between NORTH AMERICAN VACCINE, INC., a Canadian corporation ("Assignor") and...Patent and Trademark Assignment and Security Agreement • March 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
November 17, 1999 North American Vaccine, Inc. 10150 Old Columbia Road Columbia, Maryland 21046 Attn.: Dr. Randal Chase Ladies/Gentlemen: Reference is made to the Guaranty delivered by Baxter International, Inc. ("Guarantor") as of November 1, 1999...Guaranty Amendment • November 29th, 1999 • North American Vaccine Inc • Biological products, (no disgnostic substances)
EXECUTION VERSION ASSIGNMENT, ACCEPTANCE AND AMENDMENT AGREEMENT DATED APRIL 17, 2000 Reference is made to the letter loan agreement dated as of November 1, 1999 (as amended, renewed, extended, amended and restated, supplemented or otherwise modified...Assignment, Acceptance and Amendment Agreement • May 9th, 2000 • North American Vaccine Inc • Biological products, (no disgnostic substances) • New York
GUARANTYGuaranty • November 15th, 1999 • North American Vaccine Inc • Biological products, (no disgnostic substances)
