MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL LICENSE & SUPPLY AGREEMENT dated as of August 9, 2004 between PRONOVA BIOCARE A.S. Postboks 420, Vollsveien 6, NO-1327 Lysaker, Norway (hereinafter “PRONOVA”) and RELIANT PHARMACEUTICALS, INC. (hereinafter “RELIANT”) collectively referred...Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WHEREAS, PRONOVA owns and/or controls certain intellectual property rights and know-how with respect to a pharmaceutical product known as Omacor® and has the manufacturing skills to produce Omacor®;
RELIANT PHARMACEUTICALS, LLC. EQUITY INCENTIVE PLAN RESTRICTED UNIT AGREEMENTEquity Incentive Plan • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise specified herein, all capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, LLC Equity Incentive Plan (the “Plan”).
RELIANT PHARMACEUTICALS, INC.Stock Option Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Option may be exercised for thirty (30) days after Participant terminates service as an Employee, Consultant or Director of the Company and all of its Subsidiaries, or such longer period as may be applicable upon the death or Disability as provided herein, but in no event later than the Expiration Date as provided above.
EXCLUSIVE SUBLICENSE AGREEMENT BETWEEN RELIANT PHARMACEUTICALS, LLC AND NOVARTIS AGSublicense Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS SUBLICENSE AGREEMENT (this “Agreement”) dated as of the 11th day of March, 2003, by and between Novartis AG, a company incorporated under the laws of Switzerland, with a principal place of business located at Postfach 4002, Basel, Switzerland (hereinafter “Novartis”) and Reliant Pharmaceuticals, LLC, a Delaware limited liability company, with its principal place of business at 110 Allen Road, Liberty Corner, New Jersey 07938 (“Reliant”).
SUPPLY & PACKAGING AGREEMENTSupply & Packaging Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Supply & Packaging Agreement (“Agreement”) is made and entered into as of the 19th day of March, 2004 by and between Reliant Pharmaceuticals, LLC, a limited liability company organized under the laws of Delaware (being referred to herein as the “Company”) and Novartis Consumer Health, Inc., a corporation organized under the laws of Delaware (“Manufacturer”).
RELIANT PHARMACEUTICALS, INC.Restricted Stock Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise specified herein, all capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, Inc. 2004 Equity Incentive Plan (the “Plan”).
ASSET PURCHASE AGREEMENT between RELIANT PHARMACEUTICALS, INC. and BRAINTREE LABORATORIES, INC. Dated as of June 24, 2005Asset Purchase Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT, dated as of June 24, 2005 (this “Agreement”), is entered into by and between Reliant Pharmaceuticals, Inc., a Delaware corporation (“Reliant”), and Braintree Laboratories, Inc., a Massachusetts corporation (“Purchaser”). Each of Reliant and Purchaser is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” All capitalized terms used herein shall have the meanings specified in Article I below or elsewhere in this Agreement, as applicable.
AMENDED AND RESTATED PROMOTION AGREEMENT BETWEEN NOVARTIS PHARMACEUTICALS CORPORATION AND RELIANT PHARMACEUTICALS, INC.Promotion Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENT (this “Amendment”) is entered into as of November 19, 2004, by and between PRONOVA BIOCARE A.S., a corporation incorporated under the laws of Norway (“Pronova”), located at Postboks 420, Vollsveien 6, NO-1327, Lysaker, Norway, and Reliant Pharmaceuticals, Inc., a Delaware corporation (“Reliant”), located at 110 Allen Road, Liberty Corner, New Jersey, 07938.
SUPPLY AGREEMENTSupply Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUPPLY AGREEMENT (“Agreement”) dated as of September 23, 2003, (“Effective Date”) between RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (“Reliant”), and AUSTIN SHASUN, LLC, an Illinois limited liability company (“ASL”).
RELIANT PHARMACEUTICALS, LLC EQUITY INCENTIVE PLAN OPTION AGREEMENTEquity Incentive Plan • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise specified herein, capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, LLC Equity Incentive Plan (the “Plan”).
AGREEMENT OF LEASE Between OP & F BERNARDS – 78, L.L.C. Landlord And RELIANT PHARMACEUTICALS, LLC Tenant Dated: February 5, 2001 110 Allen Road Liberty Corner, New JerseyAgreement of Lease • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations
BETWEEN OP & F BERNARDS – 78, L.L.C., a limited liability company duly organized under the laws of the State of Delaware (“Landlord”), having an office at c/o Lend Lease Real Estate Investments, Inc., 787 Seventh Avenue, 46th Floor, New York, New York 10019, AND RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (“Tenant”), having an address at 721 Route 202/206 South, Bridgewater, New Jersey 08807.
FIRST AMENDMENT TO PACKAGING AGREEMENTPackaging Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) to that certain Packaging Agreement by and between Cardinal Health PTS, LLC, successor by merger to Cardinal Health PTS, Inc. (“Cardinal Health”) and Reliant Pharmaceuticals, Inc. (successor in interest to Reliant Pharmaceuticals, LLC) (“Reliant”), dated as of October 30, 2002 (the “Agreement”), shall be effective as of the last date executed below. Any capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Agreement.
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE (“First Amendment”) is made this 5th day of November, 2003, by and between THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership, successor in interest to OP & F Bernards – 78, L.L.C. (“Landlord”) and RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (“Tenant”).
COLLATERAL ASSIGNMENTCollateral Assignment • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
COLLATERAL ASSIGNMENT, dated as of May , 2001 (this “Agreement”), by and between Reliant Pharmaceuticals, LLC, a Delaware limited liability company (“Secured Party”), and Vincent Angotti (“Assignor”).
SECOND AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO AGREEMENT OF LEASE (“Second Amendment”) is made this 7th day of October, 2004, by and between THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership, successor in interest to OP & F Bernards – 78, L.L.C. (“Landlord”) and RELIANT PHARMACEUTICALS, INC., a Delaware corporation, formerly known as Reliant Pharmaceuticals, LLC (“Tenant”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Second Amended and Restated Registration Rights Agreement, dated May 13, 2005 (this “Amendment”), by and among Reliant Pharmaceuticals, Inc., a Delaware corporation (successor in interest to Reliant Pharmaceuticals, LLC) (the “Corporation”), and the holders of Registrable Securities signatory to the Original Agreement (as defined below).
RELIANT PHARMACEUTICALS, LLC EQUITY INCENTIVE PLAN RESTRICTED UNIT AGREEMENTEquity Incentive Plan • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise specified herein, all capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, LLC Equity Incentive Plan (the “Plan”).
ASSET PURCHASE AGREEMENT by andAsset Purchase Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT Dated as of January 27, 2000 between EURAND AMERICA, NC. Vandalia, Ohio 45377 and RELIANT PHARMACEUTICALS New York, NY 10019 for EXTENDED RELEASE PROPRANOLOLDevelopment, License and Supply Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of January 27, 2000, between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 (“EURAND”), and RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 125 West 55th Street, 11th floor, New York, New York (“RELIANT”);
RELIANT PHARMACEUTICALS, INC.Stock Option Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Option is exercisable only to the extent that it is vested. This Option shall vest according to the following schedule:
RELIANT PHARMACEUTICALS, INC. COMMON STOCK PURCHASE WARRANTReliant Pharmaceuticals, Inc. • August 10th, 2007 • Pharmaceutical preparations • Delaware
This Warrant is issued by the Company to the Holder in connection with that certain Third-Lien Credit and Guaranty Agreement, dated as of April , 2005, among the Company, certain subsidiaries of the Company, various lenders, and Goldman Sachs Credit Partners, L.P. (the “Third-Lien Credit Agreement”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) dated as of March 19, 2002 is entered by and between Vincent Angotti (“Executive”) and Reliant Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 13, 2005 by and among RELIANT PHARMACEUTICALS, INC., a Delaware corporation, (the “Borrower”), the financial institutions parties hereto, each as a Lender, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Agent, and each of the other Persons who are signatories hereto (Borrower and each such Person is individually referred to herein as a “Credit Party” and collectively as the “Credit Parties”).
PACKAGING AGREEMENTPackaging Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement dated this 30th day of October, 2002, by and between Cardinal Health PTS, Inc., a Delaware corporation (“Cardinal Health”), having its principal packaging services offices at 3001 Red Lion Road, Philadelphia, Pennsylvania and Reliant Pharmaceuticals, LLC, a Delaware limited liability company (“Purchaser”), having its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938.
MASTER SERVICES AGREEMENTMaster Services Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations
This Master Agreement (“Agreement”) made this 11th day of December, 2001, by and between Reliant Pharmaceutical, LLC, with its principal executive offices located at Liberty Corner, New Jersey (“Sponsor”), and PPD Development, LLC, a Texas limited liability company with its principal executive offices located at 3151 17th Street Extension, Wilmington, North Carolina 28412, USA (“PPD”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 15, 2005, but effective as of July 1, 2005 (the “Effective Date”), is made between RELIANT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ERNEST MARIO (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated this 13th day of January, 2007, but effective as of January 15, 2007 (the “Effective Date”), is made between RELIANT PHARMACEUTICALS, INC., a Delaware company (the “Company”), and BRADLEY T. SHEARES, Ph.D. (the “Executive”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2003, is by and among RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (the “Company”), and the members of the Company listed on Exhibit A hereto (the “Members”). For the purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation or otherwise.
RELIANT PHARMACEUTICALS, INC.Restricted Stock Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise specified herein, all capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, Inc. 2004 Equity Incentive Plan (as amended from time to time, the “Plan”).
AMENDMENT NO. 2 TO MANUFACTURING AGREEMENT BETWEEN ABBOTT LABORATORIES AND RELIANT PHARMACEUTICALS, INC.Manufacturing Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
THIS SECOND AMENDMENT TO MANUFACTURING AGREEMENT (this “Second Amendment”) is made as of this day of December 2005 by and between Reliant Pharmaceuticals, Inc., a Delaware corporation (“Buyer”) and Abbott Laboratories (“Seller”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 20, 2004 by and among RELIANT PHARMACEUTICALS, INC., a Delaware corporation, (the “Borrower”), the financial institutions parties hereto, each as a Lender, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Agent, and each of the other Persons who are signatories hereto (Borrower and each such Person is individually referred to herein as a “Credit Party” and collectively as the “Credit Parties”).
CREDIT AND GUARANTY AGREEMENT dated as of March 9, 2007 among RELIANT PHARMACEUTICALS, INC., CERTAIN SUBSIDIARIES OF RELIANT PHARMACEUTICALS, INC., as Guarantor Subsidiaries, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger,...Credit and Guaranty Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of March 9, 2007, is entered into by and among RELIANT PHARMACEUTICALS, INC., a corporation organized under the laws of the state of Delaware (“Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent (in such capacity, “Syndication Agent”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
SEPARATION AGREEMENTSeparation Agreement • August 10th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements made in this agreement (this “Agreement”) by and between ERNEST MARIO, PH.D. (“Executive”, a term which includes Executive himself, Executive’s spouse, and all assigns, heirs, and successors in interest) and RELIANT PHARMACEUTICALS, INC. (“Reliant”, a term which for the purposes of this Agreement includes Reliant, any and all parent, subsidiary, and affiliate corporations), the parties agree as follows:
