Fourth Variation Agreement to Put and Call Agreement among Alpharma Inc., Oral Pharmaceuticals Acquisition Corp., Mayne Nickless Limited, and Mayne Health Logistics Pty Limited (September 20, 2001)

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Summary

This agreement, dated September 20, 2001, is between Alpharma Inc., Oral Pharmaceuticals Acquisition Corp., Mayne Nickless Limited, and Mayne Health Logistics Pty Limited. It modifies a previous Put and Call Agreement by extending the offer period for the purchase of shares and options. The new deadlines are October 2, 2001, for share offers and October 5, 2001, for option offers. All parties consent to these changes, which affect the timing of the transaction but do not alter other key terms.

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EX-2.1D 6 varagre4.htm FOURTH VARIATION AGREEMENT, DATED SEPEMBER 20, 2001

CLAYTON UTZ

 

 

 

 

 

 

 

 

Alpharma Inc.
Alpharma

Oral Pharmaceuticals Acquisition Corp.
PartnerCo

Mayne Nickless Limited ACN 004 073 410
Mayne

Mayne Health Logistics Pty Limited ACN 097 064 894
BidCo

 

Fourth Variation Agreement

Table of Contents

1. Definitions and interpretation *

1.1 Definitions *

1.2 Interpretation *

2. Offer Extension *

Fourth Variation Agreement made at                                 on September 20, 2001

Parties Alpharma Inc. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("Alpharma")

Oral Pharmaceuticals Acquisition Corp. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("PartnerCo")

Mayne Nickless Limited ACN 004 073 410 of Level 21, 390 St Kilda Road, Melbourne, Victoria 3004, Australia ("Mayne")

Mayne Health Logistics Pty Limited ACN 097 064 894 of Level 21, 390 St Kilda Road, Melbourne, Victoria 3004, Australia ("BidCo")

Recitals

  1. The parties to this agreement agree to vary the Put and Call Agreement in accordance with the terms of this agreement.

The parties agree

  1. Definitions and interpretation
    1. Definitions

      2. In this agreement:

      "Put and Call Agreement" means the put and call option agreement entered into on 12 July 2001 by Alpharma, PartnerCo, Mayne and BidCo under which PartnerCo grants to Mayne a put option over shares in BidCo and BidCo grants to PartnerCo a call option to purchase shares in Faulding Holdings, Inc. and its subsidiaries and certain other oral pharmaceutical assets owned by F H Faulding & Co Limited and its subsidiaries on the terms and conditions therein appearing (as subsequently varied).

    2. Interpretation

    In this agreement terms used have the meaning given to them in the Put and Call Agreement, unless otherwise defined.

  2. Offer Extension

Clause 2.4(a)(ii) of the Put and Call Agreement is amended by restating subclause (B) in its entirety to read "2 October 2001 in respect of the Offers for the Shares and 5 October 2001 in respect of the Offers for the Options." and Alpharma and PartnerCo consent to the extension of the Offer Period to 2 October in respect of the Offers for Shares and 5 October 2001 in respect of the Offers for Options made by BidCo on 20 September 2001.

Signed as an agreement.

Executed by Alpharma Inc. by

 

 

 

Name: Robert F. Wrobel

Title: Vice President and Chief Legal Officer

Executed by Oral Pharmaceuticals Acquisition Corp. by

 

 

Name: Robert F. Wrobel

Title: Secretary

 

Executed by Mayne Nickless Limited ACN 004 073 410 by or in the presence of:

 

 
       


Signature of Director

 

 


Signature of Secretary/other Director


Name of Director in full


Name of Secretary/other Director in full

 

Executed by Mayne Health Logistics Pty Limited ACN 097 064 894 by or in the presence of:

 

 
       


Signature of Director

 

 


Signature of Secretary/other Director


Name of Director in full


Name of Secretary/other Director in full