ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2003 • Alpharma Inc • Pharmaceutical preparations • Victoria
ASSET PURCHASE AGREEMENT, dated as of August 5, 1999 between SOUTHERN CROSS BIOTECH PTY LIMITED (ACN 064 070 588), a corporation organised under the laws of the State of Victoria, Australia ("Southern Cross"), BISA HOLDINGS BV, a corporation organised under the laws of the Netherlands ("BISA"), BIOTECHNOLOGY INVESTMENTS LIMITED, a limited liability company organised under the laws of England and Wales ("BIL"), ALPHARMA ANIMAL HEALTH PTY LTD (ACN 088 426 229), a corporation organised under the laws of the State of Victoria, Australia ("Alpharma") and ALPHARMA INC, a corporation organised under the laws of the State of Delaware, U.S.A ("Guarantor").
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT 1Credit Agreement • November 14th, 2003 • Alpharma Inc • Pharmaceutical preparations • New York
Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • November 14th, 2003 • Alpharma Inc • Pharmaceutical preparations • New York
Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 dated as of December 16, 2002 (as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
DATED 5 AUGUST 1999 TECHNOLOGY LICENCE AND OPTION AGREEMENT STEPHENSON HARWOOD One St Paul's Churchyard London EC4M 8SH Tel: 0171 329 4422 Fax: 0171 606 0822 Ref: 772/816 CONTENTSTechnology Licence and Option Agreement • November 14th, 2003 • Alpharma Inc • Pharmaceutical preparations • England and Wales
NATINCO N.V. a company incorporated in the Netherlands Antilles whose registered office is at Plaza Jojo, Correa, 1-5 Willemstad, Curacao, Netherlands Antilles ("Licensor");
LETTER WAIVERLetter Waiver • November 14th, 2003 • Alpharma Inc • Pharmaceutical preparations
We refer to the Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 thereto dated as of December 16, 2002 and Amendment No. 2 thereto dated as of April 3, 2003 (such Credit Agreement, as so amended, the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
