CREDIT AND GUARANTY AGREEMENT dated as of April 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, RBC CAPITAL MARKETS*, MORGAN STANLEY SENIOR FUNDING, INC. GE...Credit and Guaranty Agreement • June 1st, 2015 • Concordia Healthcare Corp. • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, ROYAL BANK OF CANADA (“Royal Bank”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Intellectual Property Assignment Agreement (this “IP Assignment Agreement”) is made and entered into as of the 21st day of April 2015 (the “Effective Date”), by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Pharma”), Covis Pharma Holdings S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Holdings”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Injectables,” and collectively with Covis Pharma and Covis Holdings, “Sellers”) and Concordia Pharmaceuticals Inc., an international business company organized under the laws of Barbados (“Purchaser”) (Sellers and Purchaser each a “Party” or together “Parties”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 1st, 2015 • Concordia Healthcare Corp. • New York
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of the 21st day of April 2015, by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”) and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement, dated as of the 9th day of March 2015, among Sellers, Purchaser, Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (“Purchaser Parent”) (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X thereof), and Covis Pharma Holdings S.à
ESCROW AGREEMENTEscrow Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This ESCROW AGREEMENT, dated as of April 21, 2015 (this “Agreement”), is by and among COVIS PHARMA S.À.R.L., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), COVIS INJECTABLES S.À.R.L., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), CONCORDIA PHARMACEUTICALS INC., an international business company organized under the Laws of Barbados (“Purchaser”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”). All terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
SUPPLY AGREEMENT between Eisai Inc. and Concordia Pharmaceuticals Inc. Dated as of September 30, 2014Supply Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Supply Agreement (this “Agreement”) is made and entered into effective as of September 30, 2014 (the “Effective Date”) by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the Laws of Barbados (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT between Eisai Inc. and Concordia Pharmaceuticals Inc. Dated as of September 30, 2014License Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This License Agreement (this “Agreement”) is made and entered into effective as of September 30, 2014 (the “Effective Date”), by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Buyer”). Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties.”
BILL OF SALEBill of Sale • June 1st, 2015 • Concordia Healthcare Corp.
This Bill of Sale (this “Bill of Sale”) is made and entered into as of the 21st day of April 2015, by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement, dated as of the 9th day of March 2015, among Sellers, Purchaser, Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X thereof) and Covis Pharma Holdings S.à.r.l., a limited liability company organi
SUMITOMO ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Sumitomo Assignment and Assumption Agreement (this “Agreement”) is entered into this 17th day of September, 2014, by and among Eisai Co., Ltd., a Japanese limited company (“ECL”), Eisai Inc., a Delaware corporation (“ESI”, and together with ECL, the “Eisai Companies”), Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Concordia”), and Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”). The Eisai Companies, Concordia and Sumitomo may each be referred to herein as a “Party” and collectively as the “Parties.” This Agreement is entered into in connection with the execution and delivery of the Asset Purchase Agreement, dated as of September 3, 2014, by and between ESI and Concordia (the “Asset Purchase Agreement”). Additional definitions are listed in Annex A. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the North American Agreemen
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Transition Services Agreement (this “Agreement”) is made and entered into effective as of the 21st day of April 2015 (the “Effective Date”), by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), Covis Pharmaceuticals, Inc., a Delaware corporation (“CPI”) and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”).
ASSET PURCHASE AGREEMENT By and between EISAI INC. and CONCORDIA PHARMACEUTICALS INC. Dated as of September 3, 2014Asset Purchase Agreement • June 1st, 2015 • Concordia Healthcare Corp.
This Asset Purchase Agreement (this “Agreement”) is made and executed as of September 3, 2014 (the “Execution Date”), by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AND SALE AGREEMENT between PBM PHARMACEUTICALS, INC. as Seller and CONCORDIA PHARMACEUTICALS INC. as Purchaser Dated as of March 19, 2014Asset Purchase and Sale Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 19, 2014 (the “Execution Date”), is entered into by and between PBM Pharmaceuticals, Inc., a Delaware corporation, with an address at 200 Garrett Street, Suite O, Charlottesville, Virginia 22902 (“Seller”) and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados, having a place of business at Chancery House, High Street, Bridgetown, St. Michael, Barbados, BB11128 (“Purchaser”). Seller and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
GUARANTEEGuarantee • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Guarantee is made by Concordia Healthcare Corp., an Ontario corporation (“Guarantor”), in favor of Eisai Inc., a Delaware corporation (“Seller”), as of September 3, 2014 (this “Guarantee”).
ASSET PURCHASE AGREEMENT between COVIS PHARMA S.À.R.L., ZUG BRANCH, COVIS INJECTABLES S.À.R.L., ZUG BRANCH, CONCORDIA PHARMACEUTICALS INC., CONCORDIA HEALTHCARE CORP. (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of...Asset Purchase Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Asset Purchase Agreement is made and entered into as of the 9th day of March 2015, by and between Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”; each of Covis Pharma and Covis Injectables is referred to individually as a “Seller” and, collectively, Covis Pharma and Covis Injectables are referred to as the “Sellers”), Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”), Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (“Purchaser Parent”) (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X) and Covis Pharma Holdings S.à.r.l., a limited liability company organized under the Laws of Luxembourg (“Seller Parent”) (solely with respect to
CONCORDIA HEALTHCARE CORP. $735,000,000 7.000% Senior Notes due 2023 Purchase AgreementAsset Purchase Agreement • June 1st, 2015 • Concordia Healthcare Corp. • New York
Concordia Healthcare Corp., a corporation organized under the laws of the province of Ontario (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom RBC Capital Markets, LLC is acting as the representative (the “Representative”), $735,000,000 principal amount of its 7.000% Senior Notes due 2023 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of April 21, 2015 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors” and, together with the Company, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”).
