TERMINATION AGREEMENT
EXHIBIT
10.37.1
This
Termination Agreement (this “Termination”) is executed this 22nd
day of
January, 2007, to be effective as of the Effective Time (as defined below),
among Abrika Pharmaceuticals, Inc., a Delaware corporation (the “Companv”),
ACFP, LLLP, a Florida limited liability limited partnership (“ACFP), and Par
Pharmaceutical Companies, Inc., a Delaware corporation (“Par”).
Background
X.
Xxxxxx, LLLP, the Company's predecessor in interest, ACFP and Par are parties
to
that certain Investors Rights Agreement, dated as of December 3, 2004, as
amended (the “Agreement”);
B.
The
Company entered into an Agreement and Plan of Merger, dated as of November
20,
2006, by and among Actavis Inc., a Delaware corporation (“Actavis”), Panthers
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Actavis
(“Merger Sub”), the Company and Xxxx X. Xxxxx, solely in his capacity as
securityholders' representative (the “Merger Agreement”), pursuant to which
Merger Sub will be merged with and into the Company with the Company continuing
as the surviving corporation and wholly-owned subsidiary of Actavis (the
“Merger”);
C.
Pursuant to Section 7.9 of the Merger Agreement, certain agreements are to
be
terminated as of the effective time of the Merger (the “Effective Time”);
and
D.
The
parties agree that, immediately upon the Effective Time, all rights and
obligations of the parties under and with respect to the Agreement shall
terminate.
Terms
of Agreement
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
The
background stated above is true and correct and is incorporated herein by
reference.
2.
Each
of the parties agrees that all rights and obligations of the parties under
and
with respect to the Agreement shall be terminated effective immediately at
(and
subject to the occurrence of) the Effective Time.
3.
This
Termination may be executed in original or by facsimile and in one or more
counterparts and shall inure to the benefit of, and shall be binding upon,
the
parties hereto and their respective successors and assigns.
4.
This
Termination contains the sole and entire agreement among the parties with
respect to the subject matter hereof and supersedes all other prior agreements
with respect to the subject matter hereof.
5.
This
Termination shall be governed by New York law, without regard to the conflict
of
law principles thereof (other than New York General Obligations Law
Sections.5-1401 and 5-1402).
IN
WITNESS WHEREOF, the
parties hereto have executed this Termination to be effective as of the
Effective Time.
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ABRIKA
PHARMACEUTICALS, INC.
By:
Name:
Xxxxx Xxxxx
Title:
Senior Vice President & General Counsel
ACFP,
LLLP
By:
Name:
Xxxx Xxxxx
Title:
Sole Member of Abrika GPNER, LLC, its
general
partner
PAR
PHARMACEUTICAL( COMPANIES. INC.
By:
/s/ Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Executive Vice President and General
Counsel
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