December 16, 2009 Axcan Holdings Inc. Mont-Saint-Hilaire, QC J3H 6C4 Re: Advancement and Indemnification Rights In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor...Letter Agreement • December 17th, 2009 • Axcan Intermediate Holdings Inc. • Pharmaceutical preparations
This Agreement clarifies certain rights of (i) TPG, (ii) any TPG Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of TPG or any TPG Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (collectively, "Axcan Companies") (iii) any Fund; (iv) any persons designated by TPG, any TPG Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent or functional or foreign equivalent of the foregoing, of or to any of the Axcan Companies or of or to any partnership or joint venture of which any Axcan Company is a partner or member (collectively, the "TPG Designees"); and (v) any direct or indirect partners (including general partners), shareholders, members (including managing members), controlling persons, directors, officers, fiduciaries, managers, employees and agents of each of the
