MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New York
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Delaware
Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, Inc. 2004 Equity Incentive Plan (the “Plan”).
EXCLUSIVE SUBLICENSE AGREEMENT BETWEEN RELIANT PHARMACEUTICALS, LLC AND NOVARTIS AGSublicense Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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”).
MANUFACTURING AND PACKAGING AGREEMENTManufacturing and Packaging Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New York
This Manufacturing and Packaging Agreement (“Agreement”) is made this 14th day of April, 2005, by and between Cardinal Health PTS, LLC, having a place of business at 2725 Scherer Drive, St Petersburg, Florida 33716 (“Cardinal Health”) and Reliant Pharmaceuticals, Inc. (“Reliant”), having its principal place of business at 110 Allen Road, Liberty Corner, New Jersey 07938.
SUPPLY AGREEMENTSupply Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Delaware
Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Reliant Pharmaceuticals, LLC Equity Incentive Plan (the “Plan”).
FIRST-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, GOLDMAN SACHS CREDIT PARTNERS L.P., Lender, Lead...Loan and Guaranty Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New York
This FIRST-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, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) as Lender, Lead Arranger, Sole Bookrunner and Syndication Agent, and THE BANK OF NEW YORK (“BONY”) as Administrative Agent and Collateral Agent.
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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc.
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of July 6, 2000 (the “Effective Date”) by and between STEFAN AIGNER (“Employee”) and RELIANT PHARMACEUTICALS, LLC a Delaware limited liability company (“Employer”). Employee and Employer are sometimes referred to individually as a “Party” and together as the “Parties.”
COLLATERAL ASSIGNMENTCollateral Assignment • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
COLLATERAL ASSIGNMENT, dated as of February 28, 2001 (this “Agreement”), by and between Reliant Pharmaceuticals, LLC, a Delaware limited liability company (“Secured Party”), and Keith Rotenberg (“Assignor”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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. COMMON STOCK PURCHASE WARRANTReliant Pharmaceuticals, Inc. • May 20th, 2005 • 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 • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New York
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) dated as of March 19, 2002 is entered by and between Stefan Aigner (“Executive”) and Reliant Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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.
MANUFACTURING AGREEMENT between ABBOTT GMBH & CO. KG and RELIANT PHARMACEUTICALS, LLC Dated as of December 3, 2003Manufacturing Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Illinois
This Manufacturing Agreement (this “Agreement”) is made and entered into as of December 3, 2003, by and between Reliant Pharmaceuticals, LLC, a Delaware limited liability company (“Buyer”), and Abbott GmbH & Co. KG (“Seller”). Buyer and Seller are sometimes referred to hereinafter individually, as a “Party” and collectively as the “Parties.”
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 PROPRANOLOLLicense and Supply Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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”);
NEGOTIATED SETTLEMENT AGREEMENT, RELEASE, AND COVENANT NOT TO SUENegotiated Settlement Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
FOR AND IN CONSIDERATION of the mutual promises, covenants, and agreements made in this agreement (this “AGREEMENT”) by and between Joseph J. Krivulka (“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:
Amendment No. 1 to Development, License & Supply Agreement between Eurand America, Inc. and Reliant Pharmaceuticals, LLC for Extended Release PropranololReliant Pharmaceuticals, Inc. • May 20th, 2005 • New Jersey
This Amendment No. 1 to the Development, License and Supply Agreement, dated as of February 5, 2003, by and between Reliant Pharmaceuticals, LLC (f/k/a Reliant Pharmaceuticals, Inc.), a Delaware limited liability company and Eurand America, Inc., a Nevada corporation (“Eurand”).
AWARD AGREEMENT PURSUANT TO RELIANT PHARMACEUTICALS, LLC UNIT APPRECIATION RIGHTS PLANAward Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Delaware
This Agreement, made as of the 12th day of December, 2002 (the “Grant Date”), by RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (hereinafter called the “Company”), with (hereinafter called the “Participant”);
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • May 20th, 2005 • Reliant Pharmaceuticals, Inc.
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”).
March 30, 2005Reliant Pharmaceuticals, Inc. • May 20th, 2005
Reliant Pharmaceuticals, Inc., a Delaware Corporation (“Reliant”) with primary offices at 110 Allen Road in Liberty Corner, New Jersey 07938, is pleased to extend this “Offer of Employment” to you.
LOGO]Reliant Pharmaceuticals, Inc. • May 20th, 2005
Upon acceptance by Reliant Pharmaceuticals, LLC, (“Reliant”), this letter will constitute an amendment of the “Development, License and Supply Agreement”, dated May 7, 2001, between Ethypharm and Reliant. The parties agree as follows:
January 17, 2005Reliant Pharmaceuticals, Inc. • May 20th, 2005
Reliant Pharmaceuticals, Inc., a Delaware corporation (“Reliant” or the “Company”), with its headquarter offices at 110 Allen Road in Liberty Corner, New Jersey 07938, is pleased to extend this “Offer of Employment” to you.
SECOND AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • May 20th, 2005 • Reliant Pharmaceuticals, Inc.
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 CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Delaware
This Amendment No. 1 to Change of Control Agreement (this “Amendment”) dated as of April 25, 2003 is entered into between Reliant Pharmaceuticals, LLC and Stefan Aigner (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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”).
AWARD AGREEMENT PURSUANT TO RELIANT PHARMACEUTICALS, INC. STOCK APPRECIATION RIGHTS PLANAward Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • Delaware
This Award Agreement (this “Agreement”), made as of the day of , 200 (the “Grant Date”), by RELIANT PHARMACEUTICALS, INC., a Delaware corporation (hereinafter called the “Company”), with (hereinafter called the “Participant”);
EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 29, 2003, is made between RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (the “Company”), and ERNEST MARIO (the “Executive”).
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT dated as of May 7, 2001 among ETHYPHARM, S.A. 92213 Saint Cloud France and ETHYPHARM INDUSTRIES, S.A. 92213 Saint Cloud France and RELIANT PHARMACEUTICALS, LLC Liberty Corner, New Jersey 07938 United StatesLicense and Supply Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT, dated as of May 7, 2001, by and among ETHYPHARM S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France, ETHYPHARM INDUSTRIES S.A., a corporation organized under the laws of France, with its principal offices at 194 Bureaux de la Colline, 92213 Saint Cloud, France (Ethypharm, S.A., Ethypharm Industries, S.A., together with their respective subsidiaries and Affiliates, collectively, “ETHYPHARM”), and RELIANT PHARMACEUTICALS, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal offices at 110 Allen Road, Liberty Corner, New Jersey 07938, United States of America (“RELIANT”). Capitalized terms used herein without definition shall have the meanings specified in Section 1 hereof.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • New Jersey
This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) dated as of October 1, 2003 is entered into between Reliant Pharmaceuticals, LLC (the “Employer”) and Stefan Aigner (the “Employee”).
AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • May 20th, 2005 • Reliant Pharmaceuticals, Inc. • 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.
