CREDIT AGREEMENT among AUXILIUM PHARMACEUTICALS, INC., as Borrower, the Lenders from Time to Time Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and as Syndication Agent and MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • April 29th, 2013 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CREDIT AGREEMENT, dated as of April 26, 2013, among AUXILIUM PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), the financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER by and among AUXILIUM PHARMACEUTICALS, INC., OPAL ACQUISITION, LLC, ACTIENT HOLDINGS LLC, GTCR FUND IX/B, L.P. and THE REPRESENTATIVE NAMED HEREIN April 26, 2013Merger Agreement • April 29th, 2013 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 26, 2013, is made by and among Actient Holdings LLC, a Delaware limited liability company (the “Company”), Auxilium Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”), Opal Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Purchaser (the “Merger Sub”), GTCR Fund IX/B, L.P., a Delaware limited partnership (the “Blocker Seller”), and GTCR Fund IX/A, L.P., a Delaware limited partnership, solely in its capacity as representative (the “Representative”) for the Blocker Seller and the Company’s Unitholders and Optionholders (all of whom are listed on the attached Sellers Schedule, collectively, the “Sellers”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2013 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 26, 2013, by and among Auxilium Pharmaceuticals, Inc., a Delaware corporation, the “Company”), and GTCR Fund X/A, L.P., acting as agent on behalf of the Sellers, as the Representative (the “Investor”).
