Re: Side Letter Regarding Confidentiality Agreement
Exhibit (e)(4)(C)
December 10, 2010
| Re: | Side Letter Regarding Confidentiality Agreement |
Ladies and Gentlemen:
Reference is made to that certain letter agreement (the “letter agreement”), dated as of
July 13, 2010, by and among TPG Capital, L.P., Axcan Pharma Inc. and Xxxxxx N.V., as amended by
that certain side letter dated as of September 13, 2010. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the letter agreement unless the context
otherwise requires.
The parties hereto expressly amend the letter agreement as follows:
TPG and Axcan intend to discuss the transaction with certain potential co-investors who
originally invested with TPG in Axcan. The Company hereby consents to such discussions and permits
TPG and/or Axcan to disclose Evaluation Material to such co-investors; provided, however, that TPG
and/or Axcan shall only share (a) historical and projected financial data of the Company and its
Affiliates and (b) information relating to the Company’s products and product pipeline, and then,
only to the extent that the co-investors reasonably need to know such information to evaluate the
transaction. Upon such disclosure, those co-investors shall be considered Representatives of TPG
and Axcan for purposes of the letter agreement.
Notwithstanding anything to the contrary in the letter agreement, paragraph 12 (including
parts (a) through (f)) and 13 shall not apply to potential coinvestors of TPG and/or Axcan.
Except as modified or clarified herein, the letter agreement shall remain in full force and
effect in accordance with its terms.
Very truly yours,
TPG
CAPITAL, L.P.
By: TPG Capital Advisors, LLC, its general partner
By: TPG Capital Advisors, LLC, its general partner
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Vice President | |||
| AXCAN PHARMA INC. |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
AGREED AND ACCEPTED:
By:
|
/s/ Xxxxx Xxxxxxxx
|
|||
Name:
|
XXXXX XXXXXXXX | |||
Title:
|
CFO | |||
| December 16, 2010 |
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