0001047469-06-011334 Sample Contracts

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Limited Liability Company Agreement • August 28th, 2006 • Paramount Acquisition Corp • Blank checks • Delaware

Amended and Restated Limited Liability Company Agreement, dated as of [ ], 200 (this "Agreement"), of Valeritas LLC, a Delaware limited liability company (the "Company"), among the Company, Valeritas, Inc. (formerly Paramount Acquisition Corp.), a Delaware corporation ("Paramount"), BTI Tech, Inc., a Delaware Company ("BTI") and BioValve Technologies, Inc., a Delaware corporation ("BioValve").

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Paramount Acquisition Corp. 787 7th Avenue 48th Floor New York, NY 10019
Employment Letter • August 28th, 2006 • Paramount Acquisition Corp • Blank checks • New York

Paramount Acquisition Corp. (“Paramount”), BioValve Technologies, Inc. (“BioValve”) and Valeritas LLC (the “Company”) are parties to a Contribution Agreement, dated as of August 25, 2006 (the “Contribution Agreement”), pursuant to which Paramount and BioValve each agreed to contribute certain assets to the Company in exchange for membership interests in the Company. This Employment Letter sets forth the terms and conditions of your employment with the Company, Paramount and any of their subsidiaries or affiliates (together, the “Group”).

CONTRIBUTION AGREEMENT dated as of August 25, 2006 among Paramount Acquisition Corp., BioValve Technologies Inc., BTI Tech, Inc. and Valeritas LLC
Contribution Agreement • August 28th, 2006 • Paramount Acquisition Corp • Blank checks • New York

CONTRIBUTION AGREEMENT, dated as of August 25, 2006 (this "Agreement"), between Paramount Acquisition Corp., a Delaware corporation ("Paramount"), BioValve Technologies Inc., a Delaware corporation ("BioValve"), BTI Tech, Inc. a Delaware corporation ("BTI") and Valeritas LLC, a Delaware limited liability company (the "Company").

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