STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2009, by and between Piramal Healthcare, Inc. (“Purchaser”), a Delaware corporation and a direct wholly-owned subsidiary of Piramal Healthcare Limited, an Indian public limited company, and RxElite, Inc., a Delaware corporation (“Seller”).
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
This Assignment, Assumption and Release Agreement (this “Agreement”) is made as of January 27, 2009, by and among RxElite, Inc., a Delaware corporation (“Assignor”), RxElite Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Assignor (“Assignee”), and Piramal Healthcare Inc. (“Lender”).
ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENTAssignment and Assumption of Assigned Contracts Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENT (this “Agreement”) by and between RxElite Holdings, Inc., a Delaware corporation (the “Acquired Company”), and RxElite, Inc., a Delaware corporation (“Seller”) is effective immediately prior to the closing of the transactions contemplated by the Purchase Agreement (as defined below).
CONSENT AND RELEASE AGREEMENTConsent and Release Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • New York
This Consent and Release Agreement (this “Agreement”) is entered into as of January 27, 2009, by and among RxElite, Inc., a Delaware corporation (the “Company”), RxElite Holdings, Inc., a Delaware corporation (the “Acquired Company”), Castlerigg Master Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (the “Lender”), and Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain Securities Purchase Agreement, dated as of December 31, 2007, by and between the Company and the Lender, as amended through the date hereof (the “Securities Purchase Agreement”).
ESCROW AGREEMENTEscrow Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • New York
This Escrow Agreement (this “Agreement”), dated as of January 27, 2009 (the “Closing Date”), is by and among Piramal Healthcare, Inc. (“Purchaser”), a Delaware corporation and a direct wholly-owned subsidiary of Piramal Healthcare Limited, an Indian public limited company, RxElite, Inc., a Delaware corporation (“Seller”), and Citibank, N.A., as escrow agent (the “Escrow Agent”).
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations
FOR VALUE RECEIVED, effective immediately prior to the closing of the transactions as contemplated by that certain Stock Purchase Agreement, dated January 27, 2009 (the “Purchase Agreement”), by and between Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”), and RxElite, Inc., a Delaware corporation (“Transferee”), whereby Purchaser will acquire from Transferee all of the issued and outstanding stock of RxElite Holdings, Inc., a Delaware corporation (“Transferor”), Transferor hereby transfers and delivers to Transferee, and Transferee hereby acquires and takes assignment and delivery of those assets and liabilities of Transferor included in the description of Excluded Assets on Exhibit A and Excluded Liabilities on Exhibit B to the Purchase Agreement, including, without limitation, (i) the Second Amended and Restated Employment Agreement with Earl Sullivan, dated as of November 27, 2006 and the Third Amended and Restated Employment Agreement with Earl Sullivan, dated as of
