SECURITY AGREEMENT among AMYLIN PHARMACEUTICALS, INC., AMYLIN OHIO LLC, EACH OF THE OTHER GRANTORS PARTY HERETO and ELI LILLY AND COMPANY November 7, 2011Security Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of November 7, 2011 (the “Effective Date”), among Amylin Pharmaceuticals, Inc., a Delaware corporation (“Amylin”), Amylin Ohio LLC, a Delaware limited liability company (“Amylin Ohio”), and each of the other parties hereto, whether as an original signatory hereto or as an Additional Grantor (as herein defined), and Eli Lilly and Company, an Indiana corporation (“Lilly”). Each of the Grantors (as herein defined) and Lilly are sometimes referred to herein as a “Party” and collectively as the “Parties”.
EXENATIDE SUPPLY AGREEMENTExenatide Supply Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AGREEMENT effective July 31, 2007, the (“Effective Date”) is made by and between Amylin Ohio LLC., having a principal place of business at 8814 Trade Port Drive, Westchester, Ohio 45071, USA (“AMYLIN”), Lonza Ltd and Lonza Sales Ltd , having both their principal place of business at Münchensteinerstrasse 38, CH-4002 Basel, Switzerland (collectively “LONZA”).
SECOND AMENDMENT TO THE COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Second Amendment to the Commercial Supply Agreement dated February 14, 2005 (this “Second Amendment”), is effective as of January 1, 2012 (the “Second Amendment Effective Date”) by and between Baxter Pharmaceutical Solutions LLC (“BAXTER”), a Delaware limited liability company having a place of business at 927 S. Curry Pike, Bloomington, IN 47403 and Amylin Pharmaceuticals, Inc., (“AMYLIN”) a Delaware corporation having its principal place of business at 9360 Towne Centre Drive, San Diego, California 92121.
SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”) is made as of this 7th day of November, 2011 (the “Effective Date”), by Amylin Ohio LLC, a Delaware limited liability company (“Amylin Ohio”), and each of the other parties hereto as an Additional Guarantor (as herein defined) (collectively with Amylin Ohio, the “Subsidiary Guarantors”), in favor of Eli Lilly and Company, an Indiana corporation (“Lilly”). Each of the Subsidiary Guarantors and Lilly are sometimes referred to herein as a “Party” and collectively as the “Parties”. “Amylin Parties” has the meaning set forth in the Note, and for clarity, each Subsidiary Guarantor shall be an “Amylin Party” under the Note Documents.
AMENDED AND RESTATED EXENATIDE ONCE WEEKLY SUPPLY AGREEMENTExenatide Once Weekly Supply Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EXENATIDE ONCE WEEKLY SUPPLY AGREEMENT (“Agreement”) is entered into as of November 7, 2011 (the “Effective Date”), by and between Amylin Pharmaceuticals, Inc. (“Amylin”), a corporation organized and existing under the laws of Delaware, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana. Amylin and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties.” References to “Amylin” and “Lilly” and “Party” or “Parties” shall include their respective Affiliates.
SETTLEMENT AND TERMINATION AGREEMENT by and between AMYLIN PHARMACEUTICALS, INC. and ELI LILLY AND COMPANY November 7, 2011Assumption Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SETTLEMENT AND TERMINATION AGREEMENT (“Agreement”) is entered into as of November 7, 2011 between Amylin Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 9360 Towne Centre Drive, San Diego, California (“Amylin”) and Eli Lilly and Company, a corporation organized and existing under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana (“Lilly”). Amylin and Lilly are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO COMMERCIAL SUPPLY AGREEMENT BETWEEN AMYLIN PHARMACEUTICALS, INC. AND WOCKHARDT UK (HOLDINGS) LTD.Commercial Supply Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations
This Third Amendment to the Amended and Restated Commercial Supply Agreement (this “Third Amendment”) is made as of November 1, 2011 (“Effective Date”), by and between Amylin Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 9360 Towne Centre Dr., San Diego, CA 92121, (“Amylin”) and Wockhardt UK (Holdings) Ltd., formerly CP Pharmaceuticals Ltd., having its registered office at Ash Road North, Wrexham Industrial Estate, Wrexham LL13 9UF, United Kingdom (“Wockhardt”).
AMENDED AND RESTATED LOAN AGREEMENT BETWEEN AMYLIN PHARMACEUTICALS, INC. AND ELI LILLY AND COMPANYLoan Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Loan Agreement”) is made as of this 7th day of November, 2011 (the “Effective Date”) by and between AMYLIN PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 9360 Towne Center Drive, San Diego, California 92121 (“Amylin”), and ELI LILLY AND COMPANY, an Indiana corporation having a principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”).
SUPPLY AGREEMENT BETWEEN ALKERMES, INC. AND AMYLIN OHIO LLCSupply Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SUPPLY AGREEMENT (“Agreement”) is made and entered into as of December 19, 2007 (the “Effective Date”) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 88 Sidney Street, Cambridge, MA 02139 (“Alkermes”), and Amylin Ohio LLC, a Delaware limited liability company having a principal place of business at 8814 Trade Port Drive, West Chester, OH 45071 (“Amylin”) (collectively, the “Parties” or individually, a “Party”).
AMENDED AND RESTATED DEVICE AND FINISHED EQW PRODUCT MANUFACTURING AGREEMENTProduct Manufacturing Agreement • February 22nd, 2012 • Amylin Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED DEVICE AND FINISHED EQW PRODUCT MANUFACTURING AGREEMENT (“Agreement”) is entered into as of November 7, 2011 (the “Effective Date”), by and between Amylin Pharmaceuticals, Inc. (“Amylin”), a corporation organized and existing under the laws of Delaware, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana. Amylin and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties”. References to “Amylin” and “Lilly” and “Party” or “Parties” shall include their respective Affiliates.
