SHAREHOLDER’S AGREEMENT BY AND AMONG ELAN CORPORATION, PLC ELAN SCIENCE THREE LIMITED AND ALKERMES PLC DATED AS OF SEPTEMBER 16, 2011Shareholder’s Agreement • September 16th, 2011 • Alkermes Plc. • Pharmaceutical preparations
SHAREHOLDER’S AGREEMENT, dated as of September 16, 2011 (this “Agreement”), by and among Alkermes plc, a public limited company incorporated in Ireland (registered number 498284), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Company”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder Parent”), and Elan Science Three Limited, a private limited company incorporated in Ireland (registered number 477401) and a wholly-owned Subsidiary (as defined below) of Shareholder Parent, whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder”).
SECOND LIEN TERM LOAN CREDIT AGREEMENT among ALKERMES, INC., as Borrower, ALKERMES PLC as Holdings, ALKERMES PHARMA IRELAND LIMITED, as Intermediate Holdco, ALKERMES US HOLDINGS, INC., as Holdco, The Several Lenders from Time to Time Parties Hereto,...Term Loan Credit Agreement • September 16th, 2011 • Alkermes Plc. • Pharmaceutical preparations • New York
THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of September 16, 2011, among ALKERMES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Borrower”), ALKERMES PLC, a company incorporated under the laws of the Republic of Ireland (registered number 498284) (“Holdings”), ALKERMES PHARMA IRELAND LIMITED, a private limited company organized under the laws of the Republic of Ireland (registered number 448848) and a wholly owned indirect subsidiary of Holdings (the “Intermediate Holdco”) and ALKERMES US HOLDINGS, INC., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdco (“Holdco”), the several banks and other financial institutions or entities from time to time parties to this Agreement as “Lenders”, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC. and HSBC SECURITIES (U
INTELLECTUAL PROPERTY TRANSFER AGREEMENTIntellectual Property Transfer Agreement • September 16th, 2011 • Alkermes Plc. • Pharmaceutical preparations • New York
This INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”) is dated as of September 15, 2011 (the “Effective Date”) between Alkermes, Inc., a Pennsylvania corporation (“Assignor”), Alkermes Controlled Therapeutics, Inc., a Pennsylvania corporation (“Assignor Sub”), and Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is Monksland, Athlone, County Westmeath, Ireland (“Assignee”).
FIRST LIEN TERM LOAN CREDIT AGREEMENT among ALKERMES, INC., as Borrower, ALKERMES PLC, as Holdings, ALKERMES PHARMA IRELAND LIMITED, as Intermediate Holdco, ALKERMES US HOLDINGS, INC., as Holdco, The Several Lenders from Time to Time Parties Hereto,...First Lien Term Loan Credit Agreement • September 16th, 2011 • Alkermes Plc. • Pharmaceutical preparations • New York
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of September 16, 2011, among ALKERMES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Borrower”), ALKERMES PLC, a company incorporated under the laws of the Republic of Ireland (registered number 498284) (“Holdings”), ALKERMES PHARMA IRELAND LIMITED, a private limited company organized under the laws of the Republic of Ireland (registered number 448848) and a wholly owned indirect subsidiary of Holdings (the “Intermediate Holdco”) and ALKERMES US HOLDINGS, INC., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdco (“Holdco”), the several banks and other financial institutions or entities from time to time parties to this Agreement as “Lenders”, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC. and HSBC SECURITIES (US
