0001047469-07-007036 Sample Contracts

MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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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 • September 14th, 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®;

AMENDED AND RESTATED PROMOTION AGREEMENT BETWEEN NOVARTIS PHARMACEUTICALS CORPORATION AND RELIANT PHARMACEUTICALS, INC.
Promotion Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
AMENDED AND RESTATED MANUFACTURING AND PACKAGING AGREEMENT
Manufacturing and Packaging Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Quality Agreement does not supercede or amend any provisions in the Supply Agreement between Reliant Pharmaceutical (Reliant) and Cardinal Health (Cardinal) dated April 14, 2005 (as may be amended from time to time, the “Agreement”). In the event of a conflict between the terms of the Agreement and this Quality Agreement, the Agreement shall be controlling.

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 Jersey
Agreement of Lease • September 14th, 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 AGREEMENT
Packaging Agreement • September 14th, 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 LEASE
Agreement of Lease • September 14th, 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”).

MANUFACTURING AGREEMENT between ABBOTT GMBH & CO. KG and RELIANT PHARMACEUTICALS, LLC Dated as of December 3, 2003
Manufacturing Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

Abbott has agreed to manufacture the Products in accordance with all cGMP’s, Product Specifications and all applicable federal, state, and local laws and regulations.

SECOND AMENDMENT TO AGREEMENT OF LEASE
Agreement of Lease • September 14th, 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”).

McKesson Corporation Core Distribution Agreement
McKesson Corporation Core Distribution Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This agreement (“Agreement”) is entered into between McKesson Corporation (“McKesson”), a pharmaceutical distributor, and Reliant Pharmaceuticals, Inc. (“Manufacturer”), a pharmaceutical manufacturer.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 14th, 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 AGREEMENT
Packaging Agreement • September 14th, 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.

SUPPLY AGREEMENT
Supply Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Shasun has agreed to manufacture Nizatidine API in accordance with all cGMP’s, Product Specifications and all applicable federal, state, and local laws and regulations.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 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 AGREEMENT
Employment Agreement • September 14th, 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”).

SEPARATION AGREEMENT
Separation Agreement • September 14th, 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 Stefan Aigner ("Employee," a term which includes Employee himself, Employee'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:

SUPPLY & PACKAGING AGREEMENT
Supply & Packaging Agreement • September 14th, 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”).

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 • September 14th, 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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2004 is made and entered into by and among Reliant Pharmaceuticals, Inc., a Delaware corporation and the successor in interest to Reliant Pharmaceuticals, LLC (“Parent”), RP SUB No. 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerSub”), Versant Reliant Corporation, a Delaware corporation (“Versant”), Versant Venture Capital I, L.P., a Delaware limited partnership and a stockholder of Versant (“VVC I”), Versant Affiliates Fund I-A, L.P., a Delaware limited partnership and a stockholder of Versant (“VAF IA”), Versant Affiliates Fund I-B, L.P., a Delaware limited partnership and a stockholder of Versant (“VAF IB”) and Versant Side Fund I, L.P., a Delaware limited partnership and a stockholder of Versant (“VSF I,” and, together with VVC I, VAF IA and VAF IB, the “Versant Stockholders”). Versant shall be the surviving corporation of the merger of MergerSub with and into Versant as pro

CREDIT AGREEMENT DATED AS OF AUGUST 19, 2004 AMONG RELIANT PHARMACEUTICALS, INC., a Delaware corporation, as Borrower, MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc., as Agent and as a Lender AND THE ADDITIONAL...
Credit Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

CREDIT AGREEMENT dated as of August 19, 2004 among RELIANT PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), the financial institutions from time to time parties hereto, each as a Lender, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender and as Agent.

AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT (this "Amendment") is effective on February 28, 2007 (the "Effective Date") regardless of the date of execution by and between Reliant Pharmaceuticals, Inc. ("Reliant" or "Customer") and Cardinal Health(1) ("Cardinal Health" or "Service Supplier"). Reliant and Cardinal Health entered into a Distribution Services Agreement, dated February 1, 2005 (the "Agreement") and desire to amend the Agreement in the manner set forth in this Amendment. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 9, 2007 by and among RELIANT PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), the financial institutions parties hereto, each as a Lender, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Agent.

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DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Distribution Services Agreement ("Agreement") is entered into as of February 1, 2005 by and between Reliant Pharmaceuticals, Inc., a Delaware corporation with its principal place of business located at 110 Allen Road, Liberty Corner, NJ 07938 ("Customer"), and Cardinal Health* with its principal place of business located at 7000 Cardinal Place, Dublin, Ohio 43017 ("Service Supplier"). Customer and Service Supplier shall each be a "Party" and shall collectively be referred to herein as the "Parties."

THIRD-LIEN LOAN AND GUARANTY AGREEMENT dated as of April 13, 2005 among RELIANT PHARMACEUTICALS, INC., CERTAIN SUBSIDIARIES OF RELIANT PHARMACEUTICALS, INC., as Guarantor Subsidiaries, VARIOUS LENDERS, and GOLDMAN SACHS CREDIT PARTNERS L.P., as...
Counterpart Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This THIRD-LIEN LOAN AND GUARANTY AGREEMENT, dated as of April 13, 2005, 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, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) as Administrative Agent and Collateral Agent.

RELIANT PHARMACEUTICALS, INC. 110 Allen Road Liberty Corner, NJ 07938 April 13, 2005
Reliant Pharmaceuticals, Inc. • September 14th, 2007 • Pharmaceutical preparations

The Lenders party to that certain Third-Lien Loan and Guaranty Agreement dated as of the date hereof, among Reliant Pharmaceuticals, Inc. (“Borrower”), certain Subsidiaries of Reliant Pharmaceuticals, Inc., the lenders party thereto and Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral Agent (as amended, restated, supplemented and otherwise modified from time to time, the “Third-Lien Credit Agreement”)

CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This consulting agreement (the “Agreement”) made this 1st day of July 2007 is entered into by Reliant Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 110 Allen Road, Liberty Corner, New Jersey 07938 (hereinafter referred to as the “Company”) and Lionel Carnot (the “Consultant”), with his principal office at 750 Battery Street, Suite 400, San Francisco, CA 94111.

AMENDED AND RESTATED DISTRIBUTION AGREEMENT TERMS AND CONDITIONS
Distribution Agreement Terms and Conditions • September 14th, 2007 • Reliant Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This Distribution Agreement ("Agreement") is made and is effective as of January 1, 2007 (the "Effective Date"), between Reliant Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 110 Allen Road, Liberty Corner, New Jersey 07938 ("Client"), and Priority Healthcare Distribution, Inc., an Indiana corporation, having its principal place of business at 6272 Lee Vista Boulevard, Orlando, Florida 32822 ("Priority Healthcare") (Client and Priority Healthcare are each a "Party" and shall collectively be referred to as the "Parties").

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