BIOVAIL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New Jersey
THIS AGREEMENT is made by and between Biovail Corporation (hereinafter the “Corporation”) and Gilbert Godin (hereinafter the “Executive”).
CHAIRMAN AGREEMENTChairman Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New Jersey
THIS CHAIRMAN AGREEMENT (the “Agreement”), is entered into as of May 1, 2008 by and between Biovail Corporation (the “Company”) and Douglas John Paul Squires, Ph.D (“Dr. Squires”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
This Confidential Separation Agreement and General Release (this “Agreement”) is made and entered into by and between Biovail Corporation (“Biovail” or the Company”) and Douglas John Paul Squires, Ph.D (“Dr. Squires”).
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND BIOVAIL CORPORATIONCorporate Integrity Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
FOURTH AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENTDistribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENT (the “Fourth Amendment”) is made effective as of this 21st day of November, 2008, by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability and having a principal place of business at Welches, Christ Church, Barbados, West Indies (“Biovail”), and SmithKline Beecham Corporation, a GlaxoSmithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania and having a principal place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”). Biovail and GSK are collectively referred to in this Fourth Amendment as the “Parties” and individually as a ‘Party.”
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
THIS AMENDMENT No. 3 TO SUPPLY AGREEMENT (the “Second Amendment”) is hereby made as of June 25, 2007 by and between Plantex USA, Inc., a New Jersey corporation, with offices at 2 University Plaza, Suite 305, Hackensack, New Jersey 07601 (“Plantex’) and Biovail Laboratories International SRL, with offices at Chelston Park, Building 2, Collymore Rock, St. Michael, Barbados, West Indies BB14018 (“Biovail”). Plantex and Biovail are sometimes together referred to herein as the “Parties” and separately as a “Party.”
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is dated as of the 27th day of February, 2006. BY AND BETWEEN: Biovail Laboratories International SRL having a business location at Barbados (hereinafter referred to as “Biovail”) and...Consulting Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
WHEREAS Biovail wishes to retain the Consultant to provide consulting services to Biovail relating to responsible for the direction, management and control of all aspects of BLS business, the whole as more fully described on Schedule A annexed hereto (hereinafter referred to as the “Services”);
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
THIS AMENDMENT No. 2 TO SUPPLY AGREEMENT (the “Second Amendment”) is hereby made as of December 19, 2006 by and between Plantex USA, Inc., a New Jersey corporation, with offices at 2 University Plaza, Suite 305, Hackensack, New Jersey 07601 (“Plantex”) and Biovail Laboratories International Srl, with offices at Chelston Park, Building 2, Collymore Rock, St. Michael, Barbados, West indies BB14018 (“Biovail”). Plantex and Biovail are sometimes together referred to herein as the “Parties” and separately as a “Party.”
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...License Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
WHEREAS Ethypharm has developed certain technology relating to diltiazem formulations for the North American market, which are bioequivalent to Cardizem CD.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of May, 2009 (the “Effective Date”), by and between SMITHKLINE BEECHAM CORPORATION, a GlaxoSmithKline company, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (“GSK”), and BIOVAIL LABORATORIES INTERNATIONAL SRL, a Barbados society with restricted liability (“Biovail”).
Biovail Laboratories International SRL Welches, Christ Church Barbados, West Indies BB17154Distribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
This letter (the “Fifth Amendment”), to be effective as of the date set forth above, is in reference to that certain Amended and Restated Distribution Rights Agreement, effective as of October 26, 2001, as amended by the First Amendment to the Amended and Restated Distribution Rights Agreement, effective as of May 1, 2005, the Second Amendment to the Amended and Restated Distribution Rights Agreement, effective as of October 12, 2005, the Third Amendment to the Amended and Restated Distribution Rights Agreement, effective as of December 18, 2006, and the Fourth Amendment to the Amended and Restated Distribution Rights Agreement, effective as of November 21, 2008 (collectively, the “Zovirax Agreement”), between Biovail Laboratories International SRL (“Biovail”) and SmithKline Beecham Corporation (“GSK”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Zovirax Agreement.
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Asset Purchase Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
ASSET PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”), dated May 16, 2009, between CAMBRIDGE LABORATORIES (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“Seller”), and BIOVAIL LABORATORIES INTERNATIONAL (BARBADOS) SRL, a society with restricted liability under the laws of Barbados (“Purchaser”).
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Distribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENT (the “Third Amendment”) is made effective as of this 18th day of December, 2006, by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability and having a principal place of business at Chelston Park, Building 2, Collymore Rock, St. Michael, BH1, Barbados, W.I. (“Biovail”), and SmithKline Beecham Corporation, a GlaxoSmithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania and having a principal place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”). Biovail and GSK are collectively referred to in this Third Amendment as the “Parties” and individually as a “Party.”
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New Jersey
WHEREAS, Plantex and Biovail desire to provide for the purchase and supply of the active pharmaceutical ingredient, diltiazem hydrochloride, upon the terms and conditions set forth in this Agreement.
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
a corporation organized under the laws of the State of New Jersey with offices at Two University Plaza, Suite 305, Hackensack NJ 07601
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Product Development and License Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
BIOVAIL LABORATORIES INCORPORATED a Barbados corporation incorporated under the International Business Companies Act, 1991-24, whose head office is
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Amendment Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
CAMBRIDGE LABORATORIES LIMITED, a company organised and existing under the laws of England and having its registered office at 17 Hanover Square, London W1S 1HU, Great Britain, and trading as CAMBRIDGE LABORATORIES IRELAND having its principal place of business at Alexandra House, The Sweepstakes, Ballsbridge, Dublin 4
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Licence Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
AMENDMENT NO .1 TO ASSET PURCHASE AGREEMENT BETWEEN CAMBRIDGE LABORATORIES (IRELAND) LIMITED AND BIOVAIL LABORATORIES INTERNATIONAL (BARBADOS) SRLAsset Purchase Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
AMENDMENT NO. 1 (this “Amendment”) dated June 19th, 2009 to the ASSET PURCHASE AGREEMENT (the “Agreement”), dated May 16, 2009, between CAMBRIDGE LABORATORIES (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“Seller”), and BIOVAIL LABORATORIES INTERNATIONAL (BARBADOS) SRL, a society with restricted liability under the laws of Barbados (“Purchaser”).
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Distribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENT (the “Second Amendment”) is made effective as of this 12 day of October, 2005, by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability and having a principal place of business at Chelston Park, Building 2, Collymore Rock, St. Michael, BH1, Barbados, WI (“Biovail”), and SmithKline Beecham Corporation, a GlaxoSrnithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania and having a principal place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”). Biovail and GSK are collectively referred to in this Second Amendment as the “Parties” and individually as a “Party.”
SIXTH AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENTDistribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
THIS SIXTH AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENT (the “Sixth Amendment”) is made effective as of this 16th day of September, 2009 by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability and having a principal place of business at Welches, Christ Church, BB17154, Barbados, West Indies (“Biovail”) and SmithKline Beecham Corporation, a GlaxoSmithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania having a principal place of business at One Franklin Plaza, Philadelphia, PA 19102 (“GSK”). GSK and Biovail are collectively referred to in this Sixth Amendment as “Parties” and individually as a “Party”.
BIOVAIL LABORATORIES INTERNATIONAL SRL EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • Ontario
THIS AGREEMENT is made by and between Biovail Laboratories International SRL (hereinafter referred to as “Biovail”) and Dr. Christian Fibiger (hereinafter the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among BIOVAIL AMERICAS CORP., PRESTWICK HOLDINGS, INC., PRESTWICK PHARMACEUTICALS, INC., and SOFINNOVA MANAGEMENT V 2005, LLC and EDGAR G. ENGLEMAN, M.D., as the STOCKHOLDER REPRESENTATIVESAgreement and Plan of Merger • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of September 16, 2008, by and among Biovail Americas Corp., a Delaware corporation (“Parent”), Prestwick Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Prestwick Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sofinnova Management V 2005, LLC, a Delaware limited liability company, and Edgar G. Engleman, M.D., as Stockholder Representatives (the “Stockholder Representatives”).
CONTRACT MANUFACTURE AGREEMENTContract Manufacture Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • England
BIOVAIL LABORATORIES INTERNATIONAL SRL EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
THIS AGREEMENT is made by and between Biovail Laboratories International SRL (hereinafter the “Corporation”) and Michel Chouinard (hereinafter the “Executive”).
AMENDMENT TO AGREEMENTDistribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
This AMENDMENT TO AGREEMENT is made effective as of this 1st day of May, 2005, by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability having a principal place of business at Chelston Park, Building 2, Collymore Rock, St. Michael, BH1, Barbados, W.I. (“Biovail”), and SmithKline Beecham Corporation, a GlaxoSmithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania having a principal place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”).
BIOVAIL CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON as Trustee AND BNY TRUST COMPANY OF CANADA as Co-TrusteeIndenture • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
INDENTURE, dated as of June 10, 2009, between BIOVAIL CORPORATION, a corporation duly organized and subsisting under the laws of Canada, as Issuer (herein called the “Company”), having its principal office at 7150 Mississauga Road, Mississauga, Ontario, Canada, L5N 8M5 (Facsimile No. (905) 286-3370), Attention: Senior Vice-President and Associate General Counsel, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the “Trustee”), and BNY TRUST COMPANY OF CANADA, a Canadian trust corporation, as Co-Trustee (herein called the “Co-Trustee”).
SETTLEMENT AGREEMENTSettlement Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
This Settlement Agreement (“Agreement”) is entered into by and among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”) (collectively, the “United States”); and Biovail Corporation (“Biovail”), through their authorized representatives. Collectively, all of the above shall be referred to as “the Parties.”
IN THE MATTER OF THE SECURITIES ACT, -and- IN THE MATTER OF BIOVAIL CORPORATION, EUGENE N. MELNYK, BRIAN H. CROMBIE, JOHN R. MISZUK and KENNETH G. HOWLING SETTLEMENT AGREEMENT BETWEEN STAFF OF THE ONTARIO SECURITIES COMMISSION AND BIOVAIL CORPORATIONSettlement Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • England
CAMBRIDGE LABORATORIES, a division of Cambridge Selfcare Diagnostics Limited, a company organised and existing under the laws of England, with offices at Richmond House, Old Brewery Court, Sandyford Road, Newcastle upon Tyne NE2 1XG, GREAT BRITAIN
CONFIDENTIAL TREATMENT REQUESTED: Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Such redacted...Asset Purchase Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 5, 2009 (the “Agreement Date”), is made by and between Biovail Laboratories International SRL, a Barbados society with restricted liability (“Buyer”), and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a corporation of the Commonwealth of Pennsylvania (“Seller”).
SEVENTH AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENTDistribution Rights Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION RIGHTS AGREEMENT (the “Seventh Amendment”) is made effective as of this day of November, 2009 by and between Biovail Laboratories International SRL, a Barbados International Society with Restricted Liability and having a principal place of business at Welches, Christ Church, Barbados, BB17154, West Indies (“Biovail”) and SmithKline Beecham Corporation, a GlaxoSmithKline company, a corporation duly organized and existing under the applicable laws of the Commonwealth of Pennsylvania having a principal place of business at One Franklin Plaza, Philadelphia, PA 19102 (“GSK”). GSK and Biovail are collectively referred to in this Seventh Amendment as “Parties” and individually as a “Party”.
CREDIT AGREEMENT dated as of June 9, 2009 among BIOVAIL CORPORATION, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as Administrative AgentCredit Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • Ontario
LICENSE AGREEMENT by and between GLAXOSMITHKLINE, PLC and SMITHKLINE BEECHAM CORPORATION (d/b/a GLAXOSMITHKLINE) (collectively, “GSK”) and ANDRX PHARMACEUTICALS, LLC. (“Andrx”) February 9, 2007 (the “Execution Date”)License Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
WHEREAS, Andrx and GSK are currently parties to that certain pending case in the United States District Court for the Southern District of Florida, Miami Division, captioned Andrx Pharmaceuticals, LLC. v GlaxoSmithKline, PLC and SmithKline Beecham Corporation d/b/a GlaxoSmithKline (Case No: 05-23264-CIV-Graham/O’Sullivan), (the “District Court Case”) related to Andrx’s U.S. Patent No. 6,905,708 (the “Patent”) and GSK’s 150mg Wellbutrin XL® product; and
PRESTWICK PHARMACEUTICALS, INC. - and - OVATION PHARMACEUTICALS, INC. Marketing, Distribution and Supply Agreement for XenazineMarketing, Distribution and Supply Agreement • February 26th, 2010 • Biovail Corp International • Pharmaceutical preparations • New York
This MARKETING, DISTRIBUTION AND SUPPLY AGREEMENT (this “Agreement”) is dated as of September 16, 2008 (the “Effective Date”) by and between Prestwick Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware and having a principal place of business at 1825 K Street NW, Suite 1475, Washington, D.C. 20006 (“Prestwick”), and Ovation Pharmaceuticals, Inc., a company incorporated under the laws of the State of Illinois and having a principal place of business at Four Parkway North, Deerfield, Illinois 60015 (“Distributor”). Prestwick and Distributor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
