EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • Pennsylvania
This Executive Change in Control Agreement (the “Agreement”) is made as of June __, 2009 by and between Eurand N.V., a Netherlands corporation and Eurand, Inc. (collectively the “Company”), and John Fraher (“Executive”).
RETENTION PLAN AGREEMENTRetention Plan Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
This RETENTION PLAN AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of September, 2010, by and between Eurand N.V., a Netherlands corporation (the “Company”), Eurand S.p.A. and Mario Crovetto (the “Executive”).
FIRST AMENDMENT TO RETENTION PLAN AGREEMENTRetention Plan Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
This First Amendment (the “Amendment”) to the Retention Plan Agreement by and between Eurand N.V., a Netherlands corporation (the “Company”), Eurand, Inc. and John Fraher (the “Executive”), dated as of September 20, 2010 (the “Retention Plan Agreement”), is entered into between the Company and the Executive.
SHARE PURCHASE AGREEMENT by and among AXCAN HOLDINGS INC., AXCAN PHARMA HOLDING B.V. and EURAND N.V. Dated as of November 30, 2010Share Purchase Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT, dated as of November 30, 2010 (this “Agreement”), by and among Axcan Holdings Inc., a Delaware corporation (“Parent”), Axcan Pharma Holding B.V., a private limited liability company (besloten vennootschap met beperkie aansprakelijkheid) organized under the laws of The Netherlands (“Buyer”), and Eurand N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”).
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of 30 November 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity Partners I C.V., and Warburg, Pincus Netherlands Equity Partners III C.V. (each, a “Shareholder” and collectively, the “Shareholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
TENDER AGREEMENTTender Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
TENDER AGREEMENT, dated as of November 30, 2010 (this “Agreement”), by and between Axcan Pharma Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Acquiror”), on the one hand, and Gearóid M. Faherty (the “Shareholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations • New York
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 30th day of November, 2010, by and between Gearoid Faherty (“Executive”) and Eurand N.V., a Netherlands corporation (the “Company”) and Eurand S.p.A., an Italian corporation (“Eurand Italy”) (all references to “affiliates” of the Company shall include Eurand Italy and all other affiliates of the Company).
Re: Side Letter Regarding Confidentiality AgreementConfidentiality Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
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 Eurand 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.
Re: Side Letter Regarding Confidentiality AgreementConfidentiality Agreement • December 22nd, 2010 • Eurand N.V. • Pharmaceutical preparations
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 Eurand N.V. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the letter agreement unless the context otherwise requires.
