SALIX PHARMACEUTICALS, LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2013 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated December 12, 2013, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein (the “Purchase Agreement”), $750,000,000 in aggregate principal amount of 6.00% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes,” and including in all cases any Note Guarantee (as defined in the Indenture) related thereto). As promptly as practicable after the consummation of the Merger, each of the Subsidiary Guarantors (as defined below) will execute and deliver to the Representative (as defined below) a joinder to this Agreement in the form attached as Exhibit A hereto (the “Joinder”), pursuant to which the Subsidiary Guarantors will accede to the terms of this Agreement and become parties hereto.
ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • December 27th, 2013 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
This Escrow and Security Agreement (“Escrow and Security Agreement”) is entered into as of December 27, 2013 between Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) under the Indenture (defined herein), and as escrow agent (in such capacity, the “Escrow Agent”).
