FIRST AMENDMENT TO OPTION AGREEMENT AND AGREEMENT AND PLAN OF MERGEROption Agreement and Agreement and Plan of Merger • August 12th, 2011 • Aptalis Pharma Inc • Pharmaceutical preparations
This First Amendment, dated as of May 26, 2011 (this “Amendment”), amends the below-specified portions of (a) that certain Option Agreement, dated as of April 11, 2011 (the “Option Agreement”), by and among Mpex Pharmaceuticals, Inc. (the “Company”), Aptalis Holdings Inc. (f/k/a Axcan Holdings Inc.) (“Aquiror”) and Axcan Lone Star Inc. (“Sub”, and collectively with Acquiror, “Axcan”) and (b) that certain Agreement and Plan of Merger, dated as of April 11, 2011 (the “Merger Agreement”), by and among the Company, Acquiror, Sub and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX of the Merger Agreement, the Securityholders’ Representative Committee. All capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Merger Agreement.
