EXHIBIT 10.44Distribution Agreement • March 17th, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
EXHIBIT 10.1.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, made effective as of the 29th day of October, 1999, entered into by and between Orphan Medical, Inc., a Minnesota Corporation (the "Company") and John Howell Bullion of Hennepin County, Minnesota,...Employment Agreement • March 30th, 2000 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
ARTICLE 1 DEFINITIONSPurchase Agreement • March 29th, 1999 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
WARRANT TO PURCHASE SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK OR SERIES D NON-VOTING PREFERRED STOCKWarrant Agreement • November 15th, 1999 • Orphan Medical Inc • Pharmaceutical preparations
EXHIBIT 99.1 SUPPLEMENT II TO TERMINATION AGREEMENT THIS SUPPLEMENT II, made and entered into as of the 9th day of February, 1999, by and between Orphan Medical, Inc., a Minnesota corporation ("Orphan"), and Chronimed, Inc., a Minnesota corporation...Termination Agreement • February 11th, 1999 • Orphan Medical Inc • Pharmaceutical preparations
EXHIBIT 10.52 Page 1 of 8 ORPHAN MEDICAL, INC. COMMON STOCK PURCHASE WARRANT Orphan Medical, Inc., a Minnesota corporation (the "Company"), hereby agrees that, for value received, R.J. Steichen, Minneapolis, Minnesota, or its assigns, is entitled,...Common Stock Purchase Warrant • March 29th, 1999 • Orphan Medical Inc • Pharmaceutical preparations
EXHIBIT 10.60 ORPHAN MEDICAL, INC. STOCK PURCHASE AGREEMENT Agreement, made and entered into as of the 7th day of December, 2001, between Orphan Medical, Inc., a Delaware corporation (the "Company"), and each of the persons listed on Schedule 1 to...Stock Purchase Agreement • April 1st, 2002 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.1 ORPHAN MEDICAL, INC. STOCK PURCHASE AGREEMENT Agreement, made and entered into as of the 2nd day of August, 1999, between Orphan Medical, Inc., a Minnesota corporation (the "Company"), and each of the persons listed on Schedule 1 to this...Stock Purchase Agreement • November 15th, 1999 • Orphan Medical Inc • Pharmaceutical preparations • New York
EXHIBIT 10.59 The following is a Form of Change of Control Agreement to be entered into between the Company and certain executives. CHANGE OF CONTROL AGREEMENT This agreement is made as of first day of January, 2000, between Orphan Medical, Inc., a...Change of Control Agreement • March 30th, 2000 • Orphan Medical Inc • Pharmaceutical preparations
WITNESSETHLicense Agreement • March 17th, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Florida
EXHIBIT 10.42 LICENSE AGREEMENT This License Agreement (the "Agreement") is entered into and made effective the 6th day of December, 1996, (the "Effective Date") between UNIVERSITY OF MIAMI and its Department of Ophthalmology whose principal place of...License Agreement • November 21st, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Florida
Exhibit 10.45 DISTRIBUTION SERVICES AGREEMENT This agreement is made as of June 1, 1997 between Orphan Medical, Inc., a Minnesota corporation ("Orphan"), and Cardinal Health* ("Cardinal"). Background Information A. Orphan is, among other things, in...Distribution Services Agreement • August 7th, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Ohio
ANDLicense and Distribution Agreement • August 27th, 2004 • Orphan Medical Inc • Pharmaceutical preparations • New York
EXHIBIT 99.2 TERMINATION AGREEMENT AGREEMENT, made and entered into as of the 27th day of June, 1997, by and between Orphan Medical, Inc., a Minnesota corporation ("Orphan"), and Chronimed, Inc., a Minnesota corporation ("Chronimed"). WHEREAS, Orphan...Termination Agreement • July 8th, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
AGREEMENTStock Purchase Agreement • April 1st, 2002 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
ALTA BIOPHARMA PARTNERS II, L.P. MANAGEMENT RIGHTS, INVESTMENTS IN CERTAIN COUNTRIES, AND INDEMNIFICATION MANAGEMENT RIGHTSManagement Rights Agreement • April 1st, 2002 • Orphan Medical Inc • Pharmaceutical preparations
RECITALSServices Agreement • August 27th, 2004 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENT AND LETTER OF INVESTMENT INTENTPurchase Agreement • March 30th, 2000 • Orphan Medical Inc • Pharmaceutical preparations
ARTICLE I LICENSELicense Agreement • November 21st, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.48 ORPHAN MEDICAL, INC. STOCK PURCHASE AGREEMENT Agreement, made and entered into as of the 23rd day of July, 1998, between Orphan Medical, Inc., a Minnesota corporation (the "Company"), and each of the persons listed on Schedule 1 to this...Stock Purchase Agreement • July 30th, 1998 • Orphan Medical Inc • Pharmaceutical preparations • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 28th, 2005 • Orphan Medical Inc • Pharmaceutical preparations
We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
Services Agreement between Orphan Medical, Inc. and Express Scripts Specialty Distribution Services, IncServices Agreement • June 9th, 2004 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
THIS SERVICES AGREEMENT (this “Agreement”) is made this ___ day of July, 2002 (the “Effective Date”), by and between EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC., a Delaware corporation (“SDS”), having a business address at *, and ORPHAN MEDICAL, INC. (“Orphan”), a Delaware corporation, having a business address at 13911 Ridgedale Drive, Suite 250, Minnetonka, Minnesota 55305
EXHIBIT 10.47 Loan AgreementLoan Agreement • July 30th, 1998 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
VOTING AGREEMENTVoting Agreement • April 20th, 2005 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
VOTING AGREEMENT, dated as of April 18, 2005 (this “Agreement”), among Orphan Medical, Inc., a Delaware corporation (the “Company”), Jazz Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), Twist Merger Sub, Inc., a Delaware corporation (“Sub”), and certain stockholders of the Company whose names appear on Schedule I hereto (each a “Stockholder” and collectively, the “Stockholders”).
ORPHAN MEDICAL INC. AND CELLTECH PHARMACEUTICALS LTD. XYREM® LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • June 9th, 2004 • Orphan Medical Inc • Pharmaceutical preparations • New York
This LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2003 (“Effective Date”), by and between Orphan Medical, Inc., a corporation having its principal place of business at 13911 Ridgedale Drive, Suite 250, Minnetonka, Minnesota 55305, USA (together with its Affiliates, “Orphan Medical”), and Celltech Pharmaceuticals, Ltd., a biopharmaceutical company organized under the laws of England having its principal place of business at 208 Bath Road, Slough, Berkshire SL1 3WE, United Kingdom (together with its Affiliates, “Celltech”).
ORPHAN MEDICAL, INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • March 16th, 2005 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
This NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , , by and between Orphan Medical, Inc., a Delaware corporation (the “Company”) and , an individual resident of (“Employee”).
AGREEMENT AND PLAN OF MERGER AMONG JAZZ PHARMACEUTICALS, INC., TWIST MERGER SUB, INC. AND ORPHAN MEDICAL, INC. Dated as of April 18, 2005Merger Agreement • April 20th, 2005 • Orphan Medical Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2005 (this “Agreement”), is among Jazz Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), Twist Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Sub”), and Orphan Medical, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
EXHIBIT 10.40 CYSTADANE AGREEMENT For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Chronimed, Inc., a Minnesota corporation ("Chronimed"), and Orphan Medical, Inc., a Minnesota corporation ("Orphan...Cystadane Agreement • November 8th, 1996 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
PURCHASE AGREEMENT AND LETTER OF INVESTMENT INTENTPurchase Agreement • March 30th, 2000 • Orphan Medical Inc • Pharmaceutical preparations
SUPPLEMENT TO TERMINATION AGREEMENTTermination Agreement • December 9th, 1998 • Orphan Medical Inc • Pharmaceutical preparations
AGREEMENTCollaborative Development Agreement • March 17th, 1997 • Orphan Medical Inc • Pharmaceutical preparations • Minnesota
