EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2005 • Warner Chilcott CORP • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of April 1, 2005, between WARNER CHILCOTT (US), INC (formerly named Warner Chilcott, Inc., the “Company”), and Paul Herendeen (“Executive”).
SEVERANCE AGREEMENT – SENIOR VICE PRESIDENTSeverance Agreement – Senior Vice President • July 18th, 2005 • Warner Chilcott CORP • New Jersey
THIS SEVERANCE AGREEMENT (the “Agreement”) is made as of March 28, 2005, between WARNER CHILCOTT (US), INC. (formerly named Warner Chilcott, Inc.) (the “Company”) and Herman Ellman (“Executive”).
CREDIT AGREEMENT Dated as of January 18, 2005 among WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED as BR Borrower WARNER CHILCOTT CORPORATION as US Borrower WARNER CHILCOTT COMPANY, INC. as PR Borrower CREDIT SUISSE FIRST BOSTON as Administrative...Credit Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of January 18, 2005, among, WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED, a company organized under the laws of Bermuda (the “BR Borrower”), WARNER CHILCOTT CORPORATION, a Delaware corporation (the “US Borrower”), WARNER CHILCOTT COMPANY, INC., a corporation organized under the laws of Puerto Rico (the “PR Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2005 • Warner Chilcott CORP • New Jersey
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of March 28, 2005, between WARNER CHILCOTT (US), INC. (formerly named Warner Chilcott, Inc., the “Company”), and Roger M. Boissonneault (“Executive”).
OPTION AND LICENSE AGREEMENTOption and License Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
This OPTION AND LICENSE AGREEMENT (this “Agreement”), dated as of March 24, 2004 (the “Effective Date”), is made by and between Barr Laboratories, Inc., a corporation organized and existing under the laws of Delaware (“Barr”), and Galen (Chemicals) Limited, a company organized and existing under the laws of the Republic of Ireland (“Galen”). Barr and Galen are each sometimes referred to individually as a “Party” and together as the “Parties.”
BUSINESS PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF THE BUSINESS AND ASSETS OF IVEX PHARMACEUTICALS LIMITEDBusiness Purchase Agreement • July 18th, 2005 • Warner Chilcott CORP
GALEN LIMITED GALEN HOLDINGS PLC GALEN (CHEMICALS) LIMITED and NELAG LIMITED AGREEMENT FOR THE SALE AND PURCHASE Of PART OF THE BUSINESS AND CERTAIN ASSETS OF GALEN LIMITED AND GALEN CHEMICALS LIMITEDAgreement for the Sale and Purchase • July 18th, 2005 • Warner Chilcott CORP
GALEN LIMITED a Company incorporated under the laws of Northern Ireland whose registered office is at Unit 22, Seagoe Industrial Estate, Craigavon, Northern Ireland BT63 5UA (“Galen”) (1);
MANAGEMENT SHAREHOLDERS AGREEMENT DATED AS OF MARCH 28, 2005 AMONG WARNER CHILCOTT HOLDINGS COMPANY, LIMITED WARNER CHILCOTT HOLDINGS COMPANY II, LIMITED WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED THE MANAGEMENT SHAREHOLDERS PARTY HERETO AND THE...Management Shareholders Agreement • July 18th, 2005 • Warner Chilcott CORP
WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations with respect to the ownership by the Management Shareholders of Group Equity Securities.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF MARCH 31, 2005 AMONG WARNER CHILCOTT HOLDINGS COMPANY, LIMITED WARNER CHILCOTT HOLDINGS COMPANY II, LIMITED WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED AND THE SHAREHOLDERS PARTY HERETOShareholders Agreement • July 18th, 2005 • Warner Chilcott CORP
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 31, 2005, is entered into among Warner Chilcott Holdings Company, Limited, an exempted Bermuda limited company (together with its successors, the “Company”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (together with its successors, “Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company (together with its successors, “Warner III” and, together with the Company and Warner II, the “Companies”), Bain Capital Integral Investors II, L.P., BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates – G (together with any of their respective affiliated investment funds, the “Bain Funds”), DLJMB Overseas Partners III, C.V., DLJ Offshore Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan Investors, L.P. (
SECOND SUPPLEMENTAL AGREEMENTSecond Supplemental Agreement • July 18th, 2005 • Warner Chilcott CORP
Capitalised terms defined in the Original Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.
FINISHED PRODUCT SUPPLY AGREEMENTFinished Product Supply Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
WHEREAS, each of the undersigned is a party to that certain Amended and Restated Shareholders Agreement, dated March 31, 2005 (the “Shareholders Agreement”), by and among Warner Chilcott Holdings Company, Limited, an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company ( “Warner III” and, together with Warner I and Warner II, the “Companies”);
WARNER CHILCOTT CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
Warner Chilcott Corporation, a Delaware corporation formerly known as Warner Intermediate Company, Inc. (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC (“CSFBL”), Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. (“JPMorgan”) and Morgan Stanley & Co. Incorporated (collectively, the “Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), U.S. $600,000,000 aggregate principal amount of its 8 3/4% Senior Subordinated Notes due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the entities set forth in Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of January 18, 2005, (the “Indenture”) among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein
PURCHASE AND SALE AGREEMENT dated as of May 3, 2004 among PFIZER INC., PFIZER PHARMACEUTICALS LLC GALEN HOLDINGS PUBLIC LIMITED COMPANY and WARNER CHILCOTT COMPANY, INC.Purchase and Sale Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
This Purchase and Sale Agreement is made and entered into as of May 3, 2004 among Pfizer Inc., a Delaware corporation (“Pfizer”), Pfizer Pharmaceuticals LLC, a Delaware limited liability company (“PPLLC”, and together with Pfizer, the “Sellers”), Galen Holdings Public Limited Company, a public limited company organized under the Laws of Northern Ireland (“Galen”) and Warner Chilcott Company, Inc., a Puerto Rican corporation (“Purchaser”).
JOINDER AGREEMENTJoinder Agreement • July 18th, 2005 • Warner Chilcott CORP
This Joinder Agreement (this “Joinder Agreement”) is made as of April 1, 2005 by the undersigned (the “Joining Party”) in accordance with the Management Shareholders Agreement dated as of March 28, 2005 (the “Management Shareholders Agreement”) among WARNER CHILCOTT HOLDINGS COMPANY, LIMITED, WARNER CHILCOTT HOLDINGS COMPANY II, LIMITED, WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED and certain other persons named therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Management Shareholders Agreement.
Agreement Galen Holdings PLC And Nelag Limited And Galen Limited And Galen (Chemicals) LimitedAgreement • July 18th, 2005 • Warner Chilcott CORP
For the sale and purchase of all of the issued shares of Galen (UK) Limited and its Subsidiaries, Galen Rhodes Limited, Galen Pharmaceuticals Limited, Galen Healthcare Limited and Chargelink Limited
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2005 • Warner Chilcott CORP • New York
THIS AGREEMENT is made as of January 18, 2005 (the “Agreement”), by and among Warner Chilcott Holdings Company, Limited, a Bermuda exempted limited company (together with its successors, “Holdings I”), Warner Chilcott Holdings Company II, Limited, a Bermuda exempted limited company (together with its successors, “Holdings II”, and collectively with Holdings I, the “Companies”), Bain Capital Integral Investors II, L.P., BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates – G (together with any of their respective affiliated investment funds, “Bain”), DLJMB Overseas Partners III, C.V., DLJ Offshore Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan Investors, L.P. (together with any of their respective affiliated investment funds, “DLJMB”), J.P. Morgan Partners (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Invest
WARNER CHILCOTT CORPORATION, as the Issuer the Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeWarner Chilcott CORP • July 18th, 2005 • New York
INDENTURE dated as of January 18, 2005 between Warner Chilcott Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
