SALIX PHARMACEUTICALS, LTD. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 16, 2012 1.5% Convertible Senior Notes due 2019Indenture • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
INDENTURE dated as of March 16, 2012 between Salix Pharmaceuticals, Ltd., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
SALIX PHARMACEUTICALS, LTD. (A Delaware corporation) 1.50% Convertible Senior Notes Due 2019 PURCHASE AGREEMENTPurchase Agreement • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
The undersigned, a stockholder and an officer and/or director of Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Purchase Agreement (the “Purchase Agreement”) with the Company providing for the offering of $500,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2019 (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Initial Purchaser to be named in the Purchase Agreement that, during the period beginning on the date hereof and ending on the date that is 75 days from the date of the Purchase Agreement (the “Lock-up Period”), the undersigned will not, without the pri
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of March 14, 2012, between Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
This NOTE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2012 by and between 14159, L.P., 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively, “Seller”), and Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”).
