Exhibit
10.1


 


CREDIT AGREEMENT


 


Dated as of May 10, 2010


 


by and among


 


LANTHEUS MEDICAL IMAGING, INC.,


as Borrower,


 


LANTHEUS MI INTERMEDIATE, INC. AND EACH OF ITS
SUBSIDIARIES


LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO,


as Guarantors,


 


THE LENDERS FROM TIME TO TIME PARTY HERETO,


as Lenders,


 


HARRIS N.A.,


as Collateral Agent,


 


and


 


BANK OF MONTREAL,


as Administrative Agent


 






 


BANK OF MONTREAL


and NATIXIS,


as Joint Bookrunners and Joint Lead Arrangers


 


NATIXIS,


as Syndication Agent


 


JEFFERIES FINANCE LLC,


as Documentation Agent


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS; CERTAIN TERMS

  	
  1

  
	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Terms Generally

  	
  34

  
	
  Section 1.03

  	
  Accounting and Other Terms

  	
  34

  
	
  Section 1.04

  	
  Time References

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  THE LOANS

  	
  35

  
	
   

  	
   

  
	
  Section 2.01

  	
  Revolving Credit
  Commitments

  	
  35

  
	
  Section 2.02

  	
  Making the Revolving Loans

  	
  37

  
	
  Section 2.03

  	
  Repayment of Revolving
  Loans; Evidence of Debt

  	
  40

  
	
  Section 2.04

  	
  Interest

  	
  41

  
	
  Section 2.05

  	
  Reduction
  of Revolving Credit Commitment; Prepayment of Revolving Loans 

  	
  42
  

  
	
  Section 2.06

  	
  Fees

  	
  43

  
	
  Section 2.07

  	
  [Reserved.]

  	
  44

  
	
  Section 2.08

  	
  Taxes

  	
  44

  
	
  Section 2.09

  	
  LIBOR Not Determinable;
  Illegality

  	
  47

  
	
  Section 2.10

  	
  Funding Indemnity

  	
  48

  
	
  Section 2.11

  	
  Continuation and
  Conversion of Revolving Loans

  	
  49

  
	
  Section 2.12

  	
  Lending Offices.

  	
  49

  
	
  Section 2.13

  	
  Discretion of Lender as to
  Manner of Funding

  	
  50

  
	
  Section 2.14

  	
  Defaulting Lenders

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  LETTERS OF CREDIT

  	
  51

  
	
   

  	
   

  
	
  Section 3.01

  	
  Letters of Credit

  	
  51

  
	
  Section 3.02
  

  	
  Letters of Credit Fees,
  L/C Issuer Charges and Charges to the Loan Account 

  	
  55
  

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  FEES, PAYMENTS AND OTHER COMPENSATION

  	
  55

  
	
   

  	
   

  
	
  Section 4.01

  	
  [intentionally omitted]

  	
  55

  
	
  Section 4.02

  	
  Payments; Computations and
  Statements

  	
  55

  
	
  Section 4.03

  	
  Sharing of Payments, Etc.

  	
  57

  
	
  Section 4.04

  	
  Apportionment of Payments

  	
  57

  
	
  Section 4.05

  	
  Increased Costs and
  Reduced Return

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  CONDITIONS TO LOANS

  	
  60

  
	
   

  	
   

  
	
  Section 5.01

  	
  Conditions Precedent to
  Effectiveness

  	
  60

  
	
  Section 5.02

  	
  Conditions Precedent to
  All Revolving Loans and Letters of Credit

  	
  62
  

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  REPRESENTATIONS AND WARRANTIES

  	
  64

  
	
   

  	
   

  
	
  Section 6.01

  	
  Representations and
  Warranties

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  COVENANTS OF THE LOAN PARTIES

  	
  71

  
	
   

  	
   

  
	
  Section 7.01

  	
  Affirmative Covenants

  	
  71

  
	
  Section 7.02

  	
  Negative Covenants

  	
  80

  



 


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  Section 7.03

  	
  Financial Covenants

  	
  91

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  [Reserved.]

  	
  93

  
	
   

  	
   

  
	
  ARTICLE IX
  EVENTS OF DEFAULT

  	
  93

  
	
   

  	
   

  
	
  Section 9.01

  	
  Events of Default

  	
  93

  
	
   

  	
   

  	
   

  
	
  ARTICLE X
  THE AGENTS

  	
  97

  
	
   

  	
   

  
	
  Section 10.01

  	
  Appointment and
  Authorization of Administrative Agent and Collateral Agent 

  	
  97
  

  
	
  Section 10.02

  	
  Agents and Affiliates

  	
  97

  
	
  Section 10.03

  	
  Action by Agents

  	
  97

  
	
  Section 10.04

  	
  Consultation with Experts

  	
  98

  
	
  Section 10.05

  	
  Liability of Agents;
  Credit Decision

  	
  98

  
	
  Section 10.06

  	
  Indemnity

  	
  99

  
	
  Section 10.07

  	
  Resignation of Agents and
  Successor Agents

  	
  99

  
	
  Section 10.08

  	
  L/C Issuer

  	
  100

  
	
  Section 10.09
  

  	
  Hedging
  Liability and Funds Transfer and Deposit Account Liability Arrangements 

  	
  100
  

  
	
  Section 10.10

  	
  Designation of Additional
  Agents

  	
  100

  
	
  Section 10.11

  	
  Authorization to Release
  or Subordinated or Limited Liens

  	
  101

  
	
  Section 10.12
  

  	
  Authorization to Enter
  into, and Enforcement of, the Loan Documents 

  	
  101
  

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI
  GUARANTY

  	
  102

  
	
   

  	
   

  
	
  Section 11.01

  	
  Guaranty

  	
  102

  
	
  Section 11.02

  	
  Guaranty Absolute

  	
  102

  
	
  Section 11.03

  	
  Waiver

  	
  103

  
	
  Section 11.04

  	
  Continuing Guaranty;
  Assignments

  	
  104

  
	
  Section 11.05

  	
  Subrogation

  	
  104

  
	
  Section 11.06

  	
  Savings Clause

  	
  105

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII
  MISCELLANEOUS

  	
  105

  
	
   

  	
   

  
	
  Section 12.01

  	
  Notices, Etc.

  	
  105

  
	
  Section 12.02

  	
  Amendments, Etc.

  	
  107

  
	
  Section 12.03

  	
  No Waiver; Remedies, Etc.

  	
  108

  
	
  Section 12.04

  	
  Expenses; Attorneys’ Fees

  	
  108

  
	
  Section 12.05

  	
  Right of Set-off

  	
  109

  
	
  Section 12.06

  	
  Severability

  	
  109

  
	
  Section 12.07

  	
  Assignments and
  Participations

  	
  110

  
	
  Section 12.08

  	
  Counterparts

  	
  116

  
	
  Section 12.09

  	
  GOVERNING LAW

  	
  116

  
	
  Section 12.10
  

  	
  CONSENT TO JURISDICTION;
  SERVICE OF PROCESS AND VENUE 

  	
  116
  

  
	
  Section 12.11

  	
  WAIVER OF JURY TRIAL, ETC.

  	
  117

  
	
  Section 12.12

  	
  Consent by the Agents and
  Lenders

  	
  117

  
	
  Section 12.13

  	
  No Party Deemed Drafter

  	
  117

  
	
  Section 12.14

  	
  Reinstatement; Certain Payments

  	
  118

  



 


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  Section 12.15

  	
  Indemnification

  	
  118

  
	
  Section 12.16

  	
  Records

  	
  119

  
	
  Section 12.17

  	
  Binding Effect

  	
  120

  
	
  Section 12.18

  	
  Excess Interest

  	
  120

  
	
  Section 12.19

  	
  Confidentiality

  	
  120

  
	
  Section 12.20

  	
  Anti-Terrorism Laws

  	
  121

  
	
  Section 12.21

  	
  Tax Shelter Regulations

  	
  123

  
	
  Section 12.22

  	
  Integration

  	
  123

  



 


iii

















 


SCHEDULE AND EXHIBITS


 


	
  Schedule 1.01(A)

  	
   

  	
  Lenders and Lenders’
  Revolving Credit Commitments

  
	
  Schedule 6.01(e)

  	
   

  	
  Subsidiaries

  
	
  Schedule 6.01(f)

  	
   

  	
  Litigation; Commercial
  Tort Claims

  
	
  Schedule 6.01(i)

  	
   

  	
  ERISA

  
	
  Schedule 6.01(n)

  	
   

  	
  Real Property

  
	
  Schedule 6.01(q)

  	
   

  	
  Insurance

  
	
  Schedule 6.01(u)

  	
   

  	
  Intellectual Property

  
	
  Schedule 6.01(y)(i)

  	
   

  	
  Name; Jurisdiction of
  Organization; Organizational ID Number;

  Chief Place of Business; Chief Executive Office; FEIN 

  
	
  Schedule 7.02(a)

  	
   

  	
  Existing Liens

  
	
  Schedule 7.02(b)

  	
   

  	
  Existing Indebtedness

  
	
  Schedule 7.02(c)

  	
   

  	
  Permitted Dispositions

  
	
  Schedule 7.02(e)

  	
   

  	
  Existing Investments

  
	
  Schedule 7.02(k)

  	
   

  	
  Limitations on Dividends
  and Other Payment Restrictions

  



 


	
  Exhibit A

  	
   

  	
  Form of Guaranty

  
	
  Exhibit B

  	
   

  	
  Form of Security
  Agreement

  
	
  Exhibit C

  	
   

  	
  Form of Compliance
  Certificate

  
	
  Exhibit D

  	
   

  	
  Form of Notice of
  Borrowing

  
	
  Exhibit E

  	
   

  	
  Form of Assignment
  and Acceptance

  



 


iv

















 


CREDIT AGREEMENT


 


Credit Agreement, dated as
of May 10, 2010, by and among Lantheus MI Intermediate, Inc., a
Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc.,
a Delaware corporation (the “Borrower”), each subsidiary of the Parent
listed as a “Guarantor” on the signature pages hereto (together with the
Parent, each a “Guarantor” and collectively, jointly and severally, the
“Guarantors”), the lenders from time to time party hereto (each a “Lender”
and collectively, the “Lenders”), Harris N.A., as collateral agent for
the Lenders (in such capacity, the “Collateral Agent”), and Bank of
Montreal, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent” and together with the Collateral Agent, each an “Agent” and
collectively, the “Agents”), Bank of Montreal and NATIXIS as joint
bookrunners (in such capacity, the “Joint Bookrunners””, Bank of
Montreal and NATIXIS as joint lead arrangers (in such capacity, the “Joint
Lead Arrangers”), NATIXIS as syndication agent (in such capacity, the “Syndication
Agent”) and Jefferies Finance LLC as documentation agent (in such capacity,
the “Documentation Agent”).


 


RECITALS


 


The Borrower has asked the
Lenders to extend credit to the Borrower, consisting of a revolving credit
facility in an aggregate principal amount not to exceed $42,500,000 at any time
outstanding (as such amount may be increased from time to time as provided
herein), which will include a subfacility for the issuance of letters of
credit. The proceeds of the loans made under the revolving credit facility and
the letters of credit shall be used for working capital purposes and for other
general corporate purposes. The Lenders are severally, and not jointly, willing
to extend such credit to the Borrower subject to the terms and conditions
hereinafter set forth.


 


In consideration of the
premises and the covenants and agreements contained herein, the parties hereto
agree as follows:


 


ARTICLE I


 


DEFINITIONS; CERTAIN TERMS


 


Section 1.01            Definitions.


 


As used in this Agreement,
the following terms shall have the respective meanings indicated below, such
meanings to be applicable equally to both the singular and plural forms of such
terms:


 


“2010 Dividend” means
the dividend or other distribution to be paid by the Borrower to the Parent
(and by the Parent to the Ultimate Parent for use as described in the Offering
Memorandum for the Senior Notes) on or around the Effective Date using a
portion of the proceeds of the Senior Notes in an amount not to exceed
$165,000,000.


 


1

















 


“Account Debtor”
means each debtor, customer or obligor in any way obligated on or in connection
with any Account Receivable.


 


“Account Receivable”
means, with respect to any Person, any and all rights of such Person to payment
for goods sold and/or services rendered, including accounts, general
intangibles and any and all such rights evidenced by chattel paper, instruments
or documents, whether due or to become due and whether or not earned by
performance, and whether now or hereafter acquired or arising in the future,
and any proceeds arising therefrom or relating thereto.


 


“Acquisition” means
the acquisition of (i) all of the Capital Stock of any Person, (ii) any
business, division or product of any Person or (iii) all or substantially
all of the assets of any Person.


 


“Action” has the
meaning specified therefor in Section 12.12.


 


“Additional Amount”
has the meaning specified therefor in Section 2.08(a).


 


“Administrative Agent”
has the meaning specified therefor in the preamble hereto.


 


“Administrative Agent’s
Account” means an account at a bank designated by the Administrative Agent
from time to time as the account into which the Loan Parties shall make all
payments to the Administrative Agent for the benefit of the Agents and the
Lenders under this Agreement and the other Loan Documents.


 


“Affiliate” means,
with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, “control” of
a Person means the power, directly or indirectly, to direct or cause the
direction of the management or policies of such Person, whether by contract or
otherwise, provided that for the purposes of Section 7.02(j),
“control” shall also include any Person that directly or indirectly owns 10% or
more of any class of the Capital Stock having ordinary voting power (excluding
any securities or equity interests having such power only upon the occurrence
of a contingency that has not yet occurred) of such Person. Notwithstanding
anything herein to the contrary, in no event shall any Agent or any Lender be
considered an “Affiliate” of any Loan Party.


 


“Agent” has the
meaning specified therefor in the preamble hereto.


 


“Agreement” means
this Credit Agreement, including all amendments, modifications and supplements
and any exhibits or schedules to any of the foregoing, and shall refer to the
Agreement as the same may be in effect at the time such reference becomes
operative.


 


“Annualized EBITDA”
means, for any measurement period, (i) unless and until an Annualized
EBITDA Trigger Date has occurred, Consolidated EBITDA of the Parent and its
Subsidiaries for the trailing twelve month period ending on the last day of the


 


2

















 


applicable period of
measurement and (ii) after an Annualized EBITDA Trigger Date has occurred,
(x) for the first succeeding date of measurement after the Annualized
EBITDA Trigger Date, the Consolidated EBITDA of the Parent and its Subsidiaries
for the trailing six month period ending on such measurement date multiplied by
2, (y) for the second succeeding date of measurement after the Annualized
EBITDA Trigger Date, the Consolidated EBITDA of the Parent and its Subsidiaries
for the trailing nine month period ending on such fiscal quarter-end date
multiplied by 4/3 and (z) for each date of measurement thereafter,
Consolidated EBITDA of the Parent and its Subsidiaries for the trailing twelve
month period ending on the applicable fiscal quarter-end date.


 


“Annualized EBITDA
Trigger Date” means the first date upon which the Borrower’s supply of
Molybdenum-99 has returned to a Normalized Moly Supply Level.


 


“Anti-Terrorism Laws”
means any Laws relating to terrorism or money laundering, including Executive
Order No. 13224, the USA Patriot Act, the Laws comprising or implementing
the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s
Office of Foreign Asset Control (as any of the foregoing Laws may from time to
time be amended, renewed or extended).


 


“Applicable State
Governmental Authority” means any Governmental Authority of a State
regulating the use of radiation or radioactive pharmaceutical products with
jurisdiction over the business or activities of any Loan Party.


 


“Assignment and
Acceptance” means an assignment and acceptance entered into by an assigning
Lender and an assignee, and accepted by the Administrative Agent, in accordance
with Section 12.07 hereof and substantially in the form of Exhibit E
hereto or such other form reasonably acceptable to the Administrative Agent.


 


“Authorized Officer”
means, with respect to any Person, the chief executive officer, chief financial
officer, treasurer or other financial officer performing similar functions,
president or vice president or secretary of such Person.


 


“Availability” means,
at any time, the difference between (i) the Total Revolving Credit
Commitment and (ii) the sum of (A) the aggregate outstanding
principal amount of all Revolving Loans and (B) all Letter of Credit
Obligations.


 


“Available Equity
Issuance Amount” means, on any date of determination, an amount equal to
the net cash proceeds from Earmarked Equity Issuances after the Effective Date
not previously applied in accordance with the notice provided by the Borrower
to the Administrative Agent pursuant to the definition of “Earmarked Equity
Issuance”.


 


“Bank Account Trigger
Date” means any date upon which (i) an Event of Default has occurred
and is continuing or (ii) the average daily balance of the Revolving Loans
plus the Letter of Credit Obligations for the 120 consecutive-day period ending
on such date is equal to or greater than $25,000,000.


 


3

















 


“Bankruptcy Code”
means the United States Bankruptcy Code (11 U.S.C. § 101, et  seq.),
as amended, and any successor statute.


 


“Blocked Person” has
the meaning specified therefor in Section 12.20(c).


 


“Board” means the
Board of Governors of the Federal Reserve System of the United States.


 


“Board of Directors”
means, with respect to any Person, the board of directors (or comparable
managers) of such Person or any committee thereof duly authorized to act on
behalf of the board.


 


“Borrower” has the
meaning specified therefor in the preamble hereto.


 


“Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
Chicago, Illinois are authorized or required to close, provided that,
with respect to the borrowing, payment or continuation of, or determination of
interest rate on, LIBOR Rate Loans, Business Day shall mean any Business Day
which dealings in Dollars may be carried on in the interbank eurodollar markets
in New York City and London.


 


“Capital Expenditures”
means, with respect to any Person for any period, the sum of the aggregate of
all expenditures by such Person and its Subsidiaries during such period that in
accordance with GAAP are or should be included in “property, plant and
equipment” or in a similar fixed asset account on its balance sheet, whether
such expenditures are paid in cash or financed and including all Capitalized
Lease Obligations paid or payable during such period.


 


“Capital Guideline”
means any law, rule, regulation, policy, guideline or directive (whether or not
having the force of law and whether or not the failure to comply therewith
would be unlawful) of any central bank or Governmental Authority (i) regarding
capital adequacy, capital ratios, capital requirements, the calculation of a
bank’s capital or similar matters, or (ii) affecting the amount of capital
required to be obtained or maintained by any Lender, any Person controlling any
Lender, or the L/C Issuer or the manner in which any Lender, any Person
controlling any Lender, or the L/C Issuer allocates capital to any of its
contingent liabilities (including letters of credit), advances, acceptances,
commitments, assets or liabilities.


 


“Capital Stock” means
(i) with respect to any Person that is a corporation, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, and (ii) with respect to any Person
that is not a corporation, any and all partnership, membership or other equity
interests of such Person.


 


“Capitalized Lease”
means, with respect to any Person, any lease of real or personal property by
such Person as lessee which is (i) required under GAAP to be capitalized
on the balance sheet of such Person or (ii) a transaction of a type
commonly known as a “synthetic lease” (i.e. a lease transaction that is treated
as an operating lease for


 


4

















 


accounting purposes but with
respect to which payments of rent are intended to be treated as payments of
principal and interest on a loan for federal income tax purposes).


 


“Capitalized Lease
Obligations” means, with respect to any Person, obligations of such Person
and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the
amount of any such obligation shall be the capitalized amount thereof
determined in accordance with GAAP.


 


“Cash and Cash
Equivalents” means all cash and any presently existing or hereafter arising
deposit account balances, certificates of deposit or other financial
instruments properly classified as cash equivalents under GAAP.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, as collateral for the Letter of Credit
Obligations, cash or balances in a Letter of Credit Collateral Account equal to
105% of the Letter of Credit Obligations, pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent and the L/C
Issuer. Derivatives of such term have corresponding meanings.


 


“Casualty Event”
means any involuntary loss of title, any involuntary loss of, damage to or any
destruction of, or any condemnation or other taking (including by any
Governmental Authority) of, any property of the Parent or any of its
Subsidiaries. “Casualty Event” shall including, without limitation, any taking
of all or any part of any real property of any person or any part thereof, in
or by condemnation or other eminent domain proceedings pursuant to any Law, or
by reason of the temporary requisition of the use or occupancy of all or any
part of any real property of any Person or any part thereof by any Governmental
Authority, civil or military, or any settlement in lieu thereof.


 


“Change in Law” has
the meaning specified therefor in Section 4.05(b).


 


“Change of Control”
means each occurrence of any of the following:


 


(a)         the Sponsor shall cease to beneficially
and of record own and control, directly or indirectly, at least 51% on a fully
diluted basis of the aggregate ordinary voting power of the Capital Stock of
the Parent;


 


(b)         the Parent shall cease to beneficially
and of record own and control 100% on a fully diluted basis of the economic and
voting interests in the Capital Stock of the Borrower;


 


(c)         during any 12 month period, individuals
who at the beginning of such period constituted the Board of Directors of the
Parent (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Parent
was approved by a vote of at least a majority the directors of the Parent then
still in office who were either directors at the beginning of such period, or
whose election or nomination for election was previously approved) cease for
any reason to constitute a majority of the Board of Directors of the Parent; or


 


5














 


(d)         the Parent shall cease to have
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of
100% of the aggregate voting power of the Capital Stock of each other Loan
Party, free and clear of all Liens (other than any Liens granted hereunder and
Permitted Liens), except for any shares of Capital Stock of a Foreign
Subsidiary issued to directors to qualify such directors if so required by
applicable law and as otherwise expressly permitted herein.


 


“Collateral” means
all of the property and assets and all interests therein and proceeds thereof
now owned or hereafter acquired by any Loan Party upon which a Lien is granted
or purported to be granted by such Loan Party as security for all or any part
of the Obligations.


 


“Collateral Agent”
has the meaning specified therefor in the preamble hereto.


 


“Compliance Certificate”
means a compliance certificate in substantially the form of Exhibit C
hereto.


 


“Consolidated Adjusted
Total Leverage Ratio” means, for any period, the ratio of (i) (x) Consolidated
Funded Indebtedness of the Parent and its Subsidiaries as of the last day of
such period minus (y) the amount of any unrestricted Cash and Cash
Equivalents and Liquid Investments (of the types described in clauses (i) through
(vi) of the definition thereof) of the Parent and its Subsidiaries that
would be stated on the balance sheet of the Parent and its Subsidiaries as of
the last day of such period to (ii) Annualized EBITDA of the Parent and
its Subsidiaries for such period.


 


“Consolidated EBITDA”
means, with respect to any Person for any period:


 


(a)         the Consolidated Net Income of such
Person and its Subsidiaries for such period, (i) plus without duplication,
the sum of the following amounts of such Person and its Subsidiaries for such
period and to the extent deducted in determining Consolidated Net Income of
such Person for such period: (A) Consolidated Net Interest Expense and, to
the extent not included therein, agency fees paid to the Administrative Agent
or the Collateral Agent, (B) taxes based on income or profits, (C) depreciation
expense (excluding depreciation of prepaid cash expenses that were paid in a
prior period and added back), (D) amortization expense (excluding
amortization of prepaid cash expenses that were paid in a prior period and
added back), (E) costs and expenses (including retention bonuses) incurred
in connection with the consummation of the Transactions and paid on or around
the Effective Date of up to an aggregate amount of $12,000,000, (F) to the
extent actually paid during such period, any reasonable, non-recurring,
out-of-pocket expenses or charges incurred in connection with any issuance (or
proposed issuance) of debt or equity or any refinancing transaction (or
proposed refinancing transaction) or any amendment or other modification (or
proposed amendment or modification) of any debt instrument, in each case to the
extent such transaction is permitted under this Agreement, (G) to the
extent actually paid upon or prior to the consummation of an investment
pursuant to Section 7.02(e)(xi) hereof or a Permitted Acquisition,
any reasonable, non-recurring out-of-pocket fees and expenses directly related
to such investment or Permitted Acquisition, but excluding consideration paid
for the Capital


 


6

















 


Stock or other assets
acquired in any such investment or Permitted Acquisition, (H) to the
extent actually paid during such period, the amount of management, monitoring,
consulting and advisory fees and related expenses paid to the Sponsor pursuant
to the Management Services Agreement as in effect on the date hereof, to the
extent permitted to be paid by this Agreement, (I) any impairment charge
or asset write-off pursuant to Financial Accounting Standards Board Statement
No. 142 or No. 144 and any amortization of intangibles arising
pursuant to such Statement No. 141, (J) any non-cash tax losses
attributable to the early extinguishment of any Indebtedness or other
derivative instruments of the Borrower or any of its Subsidiaries, (K) the
aggregate amount of all other non-cash charges reducing Consolidated Net
Income, including stock-based compensation expense (excluding any such non-cash
charge to the extent that it represents an accrual or reserve for potential
cash items in any future period) for such period, and (L) nonrecurring,
reasonable, out-of-pocket expenses for the severance and recruitment of senior
executives of the Parent and its Subsidiaries so long as the aggregate amount
of all such expenses described in this clause (L) does not exceed
$5,000,000, and (ii) minus (without duplication) (A) to the extent
included in Consolidated Net Income, all interest income, (B) to the
extent not deducted as an expense in the calculation of Consolidated Net
Income, the aggregate amount paid as dividends pursuant to Section 7.02(h)(A),
and (C) the aggregate amount of all other non-cash items increasing
Consolidated Net Income (other than (I) the accrual of revenue or
recording of receivables in the ordinary course of business and (II) any non-cash
item to the extent it represents the reversal of an accrual or reserve for a
potential cash item in any prior period) for such period.


 


(b)         Consolidated EBITDA shall be calculated
on a Pro Forma Basis to give effect to any Permitted Acquisition and any
Disposition consummated at any time on or after the first day of such period as
if each such Permitted Acquisition or investment had been effected on the first
day of such period and as if each such Disposition had been consummated on the
day prior to the first day of such period.


 


“Consolidated Funded
Indebtedness” means, with respect to any Person at any date, all
Indebtedness of such Person (without duplication), determined on a consolidated
basis in accordance with GAAP, which by its terms matures more than one year
after the date of calculation, and any such Indebtedness maturing within one
year from such date which is renewable or extendable at the option of such
Person to a date more than one year from such date, including, in any event,
with respect to the Parent and its Subsidiaries, the Revolving Loans and the
Letter of Credit Obligations, provided that Consolidated Funded
Indebtedness shall not include Indebtedness described in clauses (q) or
(r) of the definition of Permitted Indebtedness.


 


“Consolidated Interest
Coverage Ratio” means, for any Person for any period, the ratio of (a) Annualized
EBITDA of the Parent and its Subsidiaries for such period to (b) Consolidated
Net Interest Expense for such period.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the net income (loss) of such
Person and its Subsidiaries for such period, determined on a consolidated basis
and in accordance with GAAP, but excluding from the determination of


 


7

















 


Consolidated Net Income
(without duplication) (a) any extraordinary or non recurring gains or
losses or gains or losses from Dispositions, (b) restructuring charges,
(c) any tax refunds, net operating losses or other net tax benefits, (d) effects
of discontinued operations, (e) the net income (or loss) of such Person
(other than a Subsidiary of the Borrower) in which such Person other than the
Parent and its Subsidiaries has an ownership interest, except to the extent of
the amount of dividends or other distributions actually paid to and received by
the Borrower or (subject to clause (f) below) any of its Subsidiaries by
such Person during such period, and (f) the net income of any Subsidiary
of the Parent that is not a Loan Party during such period to the extent that
the declaration or payment of dividends or similar distributions by such
Subsidiary of that income is not permitted by operation of the terms of any
Contractual Obligation, Governing Document or applicable Law, judgment or order
applicable to that Subsidiary during such period.


 


“Consolidated Net
Interest Expense” means, with respect to any Person for any period, gross
interest expense of such Person and its Subsidiaries for such period determined
on a consolidated basis and in accordance with GAAP (including, without
limitation, interest expense paid to Affiliates of such Person), less,
without duplication, (i) the sum of (A) interest income for such
period, (B) gains for such period on Hedging Agreements (to the extent not
included in interest income above and to the extent not deducted in the
calculation of gross interest expense) and (C) any interest and penalties
on tax reserves to the extent such Person has elected to treat such interest or
penalties as an interest expense under Financial Accounting Standards Board
Accounting Standards Codification 740-10, plus, without duplication,
(ii) the sum of (A) losses for such period on Hedging Agreements (to
the extent not included in gross interest expense) and (B) the upfront
costs or fees for such period associated with Hedging Agreements (to the extent
not included in gross interest expense), in each case, determined on a
consolidated basis and in accordance with GAAP, provided that
Consolidated Net Interest Expense shall be calculated on a Pro Forma Basis to
give effect to any Indebtedness incurred, assumed or permanently repaid or
extinguished during such period in connection with any Permitted Acquisitions
and any Disposition permitted under this Agreement as if such incurrence, assumption,
repayment or extinguishing had been effected on the first day of such
period.  When determining Consolidated
Net Interest Expense of the Parent and its Subsidiaries with respect to any
period ending prior to June 30, 2011, (I) for the four fiscal
quarters ending September 30, 2010, Consolidated Net Interest Expense of
the Parent and its Subsidiaries for the fiscal quarter ending September 30,
2010 shall be multiplied by 4, (II) for the four fiscal quarters ending
December 31, 2010, Consolidated Net Interest Expense of the Parent and its
Subsidiaries for the two fiscal quarters ending December 31, 2010 shall be
multiplied by 2, and (III) for the four fiscal quarters ending March 31,
2011, Consolidated Net Interest Expense of the Parent and its Subsidiaries for
the three fiscal quarters ending March 31, 2011 shall be multiplied by
4/3.


 


“Consolidated Total
Leverage Ratio” means, for any period, the ratio of (i) (x) Consolidated
Funded Indebtedness of the Parent and its Subsidiaries as of the last day of
such period minus (y) the amount of any unrestricted Cash and Cash
Equivalents and Liquid Investments (of the types described in clauses (i) through
(vi) of the definition thereof) of the Parent and its Subsidiaries that
exceed $10,000,000 in the aggregate (and


 


8

















 


solely to the extent of such
excess above $10,000,000) and would be stated on the balance sheet of the
Parent and its Subsidiaries as of the last day of such period to (ii) Annualized
EBITDA of the Parent and its Subsidiaries for such period.


 


“Contingent
Indemnification Obligations” means contingent, unliquidated indemnification
obligations of a Loan Party, to the extent (i) such obligation has not
accrued and (ii) no claim has been made or is reasonably anticipated by
the Collateral Agent with respect thereto.


 


“Contingent Obligation”
means, with respect to any Person, any obligation of such Person guaranteeing
or intended to guarantee any Indebtedness, leases, dividends or other
obligations (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation,
(i) the direct or indirect guaranty, endorsement (other than for
collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the
obligation of a primary obligor, (ii) the obligation to make take-or-pay
or similar payments, if required, regardless of nonperformance by any other
party or parties to an agreement, and (iii) any obligation of such Person,
whether or not contingent, (A) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (B) to
advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (C) to purchase property, assets, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation or (D) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however,
that the term “Contingent Obligation” shall not include any product warranties
extended in the ordinary course of business. 
The amount of any Contingent Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation with
respect to which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation for which such Person may be liable pursuant
to the terms of the instrument evidencing such Contingent Obligation) or, if
not stated or determinable, the maximum reasonably anticipated liability with
respect thereto (assuming such Person is required to perform thereunder), as
determined by such Person in good faith.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or
of any indenture, mortgage, agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.


 


“Default” means an
event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.


 


“Defaulting Lender”
means any Lender that (a) has failed to perform any of its funding
obligations hereunder including in respect of its Revolving Loans or
participations in respect of Letters of Credit within one Business Day of the
date required to be funded by it hereunder, (b) has notified the Borrower
or the Administrative Agent that it does not intend


 


9

















 


to comply with its funding
obligations or has made a public statement to that effect with respect to its
funding obligations hereunder or under other agreements in which it commits to
extend credit, unless the subject of a good faith dispute, (c) has failed,
within one Business Day after request by the Administrative Agent, to confirm
in a manner satisfactory to the Administrative Agent, that it will comply with
its funding obligations, unless the subject of a good faith dispute, or (d) has,
or has a direct or indirect parent company that has, after the Effective Date
(i) become the subject of a proceeding under the Bankruptcy Code or any
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or a custodian appointed for it,
or (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any Capital Stock in that Lender or any direct or
indirect parent company thereof by a Governmental Authority.


 


“Defaulting Lender Excess”
means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal
amount of Revolving Loans of all Lenders (calculated as if any Defaulting
Lenders other than such Defaulting Lender had funded all of their respective
Revolving Loans) over the aggregate outstanding principal amount of all
Revolving Loans of such Defaulting Lender.


 


“Defaulting Lender Period”
means, with respect to any Defaulting Lender, the period commencing on the date
upon which such Lender first became a Defaulting Lender and ending on the
earliest of the following dates: (i) the date on which all Revolving
Credit Commitments are cancelled or terminated and/or the Obligations are
declared or become immediately due and payable and (ii) the date on which
(a) such Defaulting Lender is no longer insolvent, the subject of a
bankruptcy or insolvency proceeding or, if applicable, under the direction of a
receiver or conservator, (b) the Defaulting Lender Excess with respect to
such Defaulting Lender shall have been reduced to zero (whether by the funding
by such Defaulting Lender of any defaulted Revolving Loans of such Defaulting
Lender or otherwise), and (c) such Defaulting Lender shall have delivered
to Borrower and the Administrative Agent a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Revolving
Credit Commitments.


 


“Disposition” means
any transaction, or series of related transactions, pursuant to which any
Person or any of its Subsidiaries sells, assigns, transfers or otherwise
disposes of any property or assets (whether now owned or hereafter acquired) to
any other Person, in each case, whether or not the consideration therefor
consists of cash, securities or other assets owned by the acquiring Person, excluding
any sales of Inventory in the ordinary course of business.


 


10

















 


“Disqualified Capital
Stock” means any Capital Stock which, by its terms (or by the terms of any
security or other Capital Stock into which it is convertible or for which it is
exchangeable), or upon the happening of any event or condition (i) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable (other than solely for Capital Stock
which is not otherwise Disqualified Capital Stock), pursuant to a sinking fund
obligation or otherwise, (ii) is redeemable at the option of the holder
thereof (other than solely for Capital Stock which is not otherwise
Disqualified Capital Stocks), in whole or in part, (iii) provides for
scheduled payments or dividends in cash, (iv) contains any repurchase
obligation that may come into effect prior to payment in full of all
Obligations, or (v) is or becomes convertible into or exchangeable for
Indebtedness or any other Capital Stocks that would constitute Disqualified
Capital Stocks, in each case, prior to the date that is 180 days after the
Final Maturity Date, except, in the case of clauses (i) and (ii), if as a
result of a change of control or asset sale, so long as any rights of the
holders thereof upon the occurrence of such a change of control or asset sale
event are subject to the prior payment in full of all Obligations, the
cancellation, expiration or Cash Collateralization of all Letters of Credit and
the termination of the Revolving Credit Commitments.


 


“Dollar,” “Dollars”
and the symbol “$” each means lawful money of the United States of
America.


 


“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.


 


“Earmarked Equity
Issuance” means (i) after the Effective Date, the issuance by the
Parent of any shares of its Capital Stock to the Ultimate Parent or to a
Permitted Holder (or by the Ultimate Parent to a Permitted Holder and a
corresponding issuance of shares of Capital Stock by the Parent to the Ultimate
Parent), and (ii) the issuance by the Borrower of any shares of its
Capital Stock to the Parent and subsequent contribution of such cash proceeds
to the Borrower and to Subsidiaries of the Borrower, the purpose of which is to
use the proceeds thereof to fund Capital Expenditures, a specified research and
development project, a Permitted Acquisition or an investment permitted
pursuant to this Agreement, in each case by the Borrower or any of its
Subsidiaries to the extent permitted under the Loan Documents, if and to the
extent the Borrower has notified the Administrative Agent in writing at the
time of any such issuance that the net cash proceeds to be received by the
Borrower or a Subsidiary thereof are intended to be used for Capital
Expenditures, a specified research and development project, a Permitted
Acquisition or an investment permitted pursuant to this Agreement identified in
reasonable detail in such notice.


 


“Effective Date”
means the date, on or before May 10, 2010, on which all of the conditions
precedent set forth in Section 5.01 are satisfied or waived.


 


“Employee Plan” means
an employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA, other than a Multiemployer Plan) covered by Title IV of ERISA and
maintained by any Loan Party or ERISA Affiliate (or that was maintained by any
Loan Party or ERISA Affiliate (as of the date of determination hereunder) at
any time during the six (6) calendar years preceding the date of any
borrowing hereunder) for employees of


 


11

















 


any Loan Party or any of its
ERISA Affiliates. For the avoidance of doubt, “Employee Plan” shall not include
an employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA, other than a Multiemployer Plan) in which a Loan Party was a
participating employer and not the plan sponsor prior to the Effective Date and
is not a participating employer following the Effective Date.


 


“Environmental Actions”
means any complaint, summons, citation, notice, directive, order, claim,
litigation, investigation, judicial or administrative proceeding, judgment,
letter or other communication from any Person or Governmental Authority
involving violations of Environmental Laws or Releases of Hazardous Materials
(i) from or onto any assets, properties or businesses owned or operated by
any Loan Party or any of its Subsidiaries or any predecessor in interest, or
(ii) at any facility which received Hazardous Materials generated by any
Loan Party or any of its Subsidiaries or any predecessor in interest.


 


“Environmental Laws”
means the Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. § 9601, et  seq.), the Hazardous Materials
Transportation Act (49 U.S.C. § 1801, et  seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901, et  seq.), the
Federal Clean Water Act (33 U.S.C. § 1251 et  seq.), the Clean Air
Act (42 U.S.C. § 7401 et  seq.), the Toxic Substances Control Act
(15 U.S.C. § 2601 et  seq.) and the Occupational Safety and Health
Act (29 U.S.C. § 651 et  seq.), as such laws may be amended or
otherwise modified from time to time, and any other present or future federal,
state, local or foreign statute, ordinance, rule, regulation, order, judgment,
decree, permit, license or other binding determination of any Governmental
Authority imposing liability or establishing standards of conduct for
protection of the environment or other government restrictions relating to the
protection of the environment or the Release, deposit or migration of any
Hazardous Materials into the environment.


 


“Environmental
Liabilities and Costs” means all liabilities, monetary obligations,
Remedial Actions, losses, damages, punitive damages, consequential damages,
treble damages, costs and expenses (including all reasonable fees,
disbursements and expenses of counsel, experts and consultants and costs of
investigations and feasibility studies), fines, penalties, sanctions and interest
incurred as a result of any claim or demand by any Governmental Authority or
any third party, and which relate to any environmental condition or a Release
of Hazardous Materials from or onto (i) any property presently or formerly
owned by any Loan Party or any of its Subsidiaries or (ii) any facility
which received Hazardous Materials generated or disposed by any Loan Party or
any of its Subsidiaries.


 


“Environmental Lien”
means any Lien in favor of any Governmental Authority for Environmental Liabilities
and Costs.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute of similar import, and regulations thereunder, in each case, as in
effect from time to time. References to sections of ERISA shall be construed
also to refer to any successor sections.


 


12

















 


“ERISA Affiliate”
means, with respect to any Person, any trade or business (whether or not
incorporated) which is a member of a group of which such Person is a member and
which would be deemed to be a “controlled group” within the meaning of Sections
414(b), (c), (m) and (o) of the Internal Revenue Code.


 


“Event of Default”
means any of the events set forth in Sections 9.01(a) to (n).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Excluded Accounts”
means (i) deposit accounts that are used for the sole purpose of making
payroll, withholding tax and other employee wage and benefit payments to of for
the Borrower’s or its Subsidiaries’ employees, (ii) deposit accounts
containing solely trust funds upon which a Lien would be prohibited, (iii) deposit
accounts containing solely funds attributable to taxes required by law to be
collected or withheld including, without limitation, taxes owing to any
Governmental Authority, sales, use and excise taxes, customs duties, import
duties and independent customs brokers’ charges, and other taxes for which the
Borrower or any of its Subsidiaries may become liable, (iv) deposit
accounts that are solely disbursement accounts or zero balance accounts in
respect of which the applicable deposit bank has refused to execute a deposit
account control agreement and (v) other deposit accounts so long as the
aggregate amount contained in such deposit accounts does not exceed $1,000,000
at any one time.


 


“Excluded Taxes” has
the meaning specified therefor in Section 2.08(a).


 


“Executive Order
No. 13224” means the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall
hereafter be, renewed, extended or amended.


 


“Existing Credit
Agreement” means that certain Financing Agreement dated as of January 8,
2008 among the Borrower, the Guarantors, Ableco Finance LLC, as collateral
agent, PNC Bank, National Association, as administrative agent, and the lenders
from time to time party thereto.


 


“Facility” means the
real property located at 331 Treble Cove Road, North Billerica, Massachusetts,
including, without limitation, the land on which such facility is located, all
buildings and other improvements thereon, all fixtures located at or used in
connection with such facility, all whether now or hereafter existing.


 


“FDA” means the
United States Food and Drug Administration.


 


“Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal to, for each
day during such period, the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.


 


13

















 


“Fee Letter” means
the Fee Letter, dated as of the date hereof, by and among the Borrower and the
Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent.


 


“Final Maturity Date”
means May 10, 2014, or such earlier date on which all Revolving Loans
shall become due and payable in accordance with the terms of this Agreement and
the other Loan Documents.


 


“Fiscal Year” means
the fiscal year of the Parent and its Subsidiaries ending on December 31
of each year.


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other
than the United States of America or any State thereof or the District of
Columbia.


 


“Funds Transfer and
Deposit Account Liability” means the liability of any Loan Party owing to
any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the
execution or processing of electronic transfers of funds by automatic clearing
house transfer, wire transfer or otherwise to or from deposit accounts of any
Loan Party now or hereafter maintained with any of the Lenders or their
Affiliates, (b) the acceptance for deposit or the honoring for payment of
any check, draft or other item with respect to any such deposit accounts, and
(c) any other deposit, disbursement, and cash management services afforded
to any Loan Party by any of such Lenders or their Affiliates.


 


“GAAP” means
generally accepted accounting principles in effect from time to time in the
United States, applied on a consistent basis, provided that for the purpose of
Section 7.03 hereof and the definitions used therein, “GAAP” shall mean
generally accepted accounting principles in effect on the date hereof, provided
further, that if there occurs after the date of this Agreement any change
in GAAP that affects in any respect the calculation of any covenant contained
in Section 7.03 hereof, the Administrative Agent and the Borrower shall
negotiate in good faith amendments to the provisions of this Agreement that
relate to the calculation of such covenant with the intent of having the
respective positions of the Lenders and the Borrower after such change in GAAP
conform as nearly as possible to their respective positions as of the date of
this Agreement and, until any such amendments have been agreed upon, the
covenants in Section 7.03 hereof shall be calculated as if no such change
in GAAP has occurred.


 


“Governing Documents”
means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to
any limited liability company, the certificate or articles of formation or
organization; and operating agreement; (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and (d) with respect to any of the entities described above,
any other agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or


 


14

















 


organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization.


 


“Governmental Authority”
means, collectively, any nation or government, any federal, state, city, town,
municipality, county, local or other political subdivision thereof or thereto
and any department, commission, board, bureau, instrumentality, agency or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


 


“Guaranteed Obligations”
has the meaning specified therefor in Section 11.01.


 


“Guarantor” means (i) the
Parent and each Subsidiary of the Parent listed as a “Guarantor” on the
signature pages hereto, and (ii) each other Person which guarantees,
pursuant to Section 7.01(b) or otherwise, all or any part of the
Obligations.


 


“Guaranty” means (i) the
guaranty of each Guarantor party hereto contained in ARTICLE XI hereof,
and (ii) each guaranty substantially in the form of Exhibit A, made
by any other Guarantor in favor of the Collateral Agent for the benefit of the
Agents and the Lenders pursuant to Section 7.01(b) or otherwise.


 


“Hazardous Material”
means (a) any element, compound or chemical that is defined, listed or
otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or
hazardous substance, extremely hazardous substance or chemical, hazardous waste
or special or solid waste under Environmental Laws or that is likely to cause
immediately, or at some future time, harm to or have an adverse effect on, the
environment or risk to human health or safety, including, without limitation,
any pollutant, contaminant, waste, hazardous waste, toxic substance or
dangerous good which is defined or identified in any Environmental Law and
which is present in the environment in such quantity or state that it
contravenes any Environmental Law; (b) petroleum and its refined products;
(c) polychlorinated biphenyls; (d) any substance exhibiting a
hazardous waste characteristic, including, without limitation, corrosivity,
ignitability, toxicity or reactivity as well as any radioactive or explosive
materials; and (e) any raw materials, building components (including,
without limitation, asbestos-containing materials) and manufactured products
containing hazardous substances listed or classified as such under Environmental
Laws.


 


“Hedging Agreement”
means any interest rate, foreign currency, commodity or equity swap, collar,
cap, floor or forward rate agreement, or other agreement or arrangement
designed to protect against fluctuations in interest rates or currency,
commodity or equity values (including, without limitation, any option with
respect to any of the foregoing and any combination of the foregoing agreements
or arrangements), and any confirmation executed in connection with any such
agreement or arrangement.


 


“Hedging Liability”
means the liability of any Loan Party to any of the Lenders, or any Affiliates
of such Lenders, in respect of any interest rate, foreign currency, and/or
commodity swap, exchange, cap, collar, floor, forward, future or option agreement,
or any other similar interest rate, currency or commodity hedging arrangement,
as the Borrower


 


15

















 


or such Subsidiary, as the
case may be, may from time to time enter into with any one or more of the Lenders
party to this Agreement or their Affiliates.


 


“Highest Lawful Rate”
means, with respect to any Agent or any Lender, the maximum non-usurious
interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the Obligations under laws
applicable to such Agent or such Lender which are currently in effect or, to
the extent allowed by law, under such applicable laws which may hereafter be in
effect and which allow a higher maximum non-usurious interest rate than
applicable laws now allow.


 


“Indebtedness” means,
with respect to any Person, without duplication, (i) all indebtedness of
such Person for borrowed money; (ii) all obligations of such Person for
the deferred purchase price of property or services (other than trade payables
or other accounts payable incurred in the ordinary course of such Person’s
business); (iii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or upon which interest payments are
customarily made; (iv) all reimbursement, payment or other obligations and
liabilities of such Person created or arising under any conditional sales or
other title retention agreement with respect to property used and/or acquired
by such Person, even though the rights and remedies of the lessor, seller
and/or lender thereunder may be limited to repossession or sale of such
property; (v) all Capitalized Lease Obligations of such Person; (vi) all
obligations and liabilities, contingent or otherwise, of such Person, in
respect of letters of credit, acceptances and similar facilities; (vii) all
net payment obligations of such Person under any Hedging Agreements, calculated
as of any date as if such Hedging Agreement were terminated as of such date;
(viii) all monetary obligations under any receivables factoring,
receivable sales or similar transactions and all monetary obligations under any
synthetic lease, tax ownership/operating lease, off-balance sheet financing or
similar financing; (ix) all Contingent Obligations; (x) Disqualified
Capital Stock; and (xi) all obligations referred to in clauses (i) through
(x) of this definition of another Person secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such
Indebtedness.  The Indebtedness of any
Person shall include the Indebtedness of any partnership of or joint venture in
which such Person is a general partner or a joint venturer, to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except (other than in the case of general
partner liability) to the extent that the terms of such Indebtedness expressly
provide that such Person is not liable therefor.


 


“Indemnified Matters”
has the meaning specified therefor in Section 12.15.


 


“Indemnified Taxes”
means all Taxes other than Excluded Taxes.


 


“Indemnitees” has the
meaning specified therefor in Section 12.15.


 


“Insolvency Proceeding”
means any proceeding commenced by or against any Person under any provision of
the Bankruptcy Code or under any other bankruptcy or


 


16














 


insolvency law, assignments
for the benefit of creditors, formal or informal moratoria, compositions, or
extensions generally with creditors, or proceedings seeking reorganization,
arrangement, or other similar relief.


 


“Interest Period”
means, with respect to any LIBOR Rate Loan, the period commencing on the
borrowing date or the date of any continuation of such LIBOR Rate Loan, as the
case may be, and ending one (1), two (2), three (3) or six (6) months
thereafter, provided that (i) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (ii) no Interest Period for any LIBOR Rate Loan shall end
after the Final Maturity Date, and (iii) no more than five (5) Interest
Periods in the aggregate for the Borrower may exist at any one time.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended (or any successor statute
thereto) and the regulations thereunder.


 


“Inventory” means,
with respect to any Person, all goods and merchandise of such Person,
including, without limitation, all raw materials, work-in-process, packaging,
supplies, materials and finished goods of every nature used or usable in
connection with the shipping, storing, advertising or sale of such goods and
merchandise, whether now owned or hereafter acquired, and all such other
property the sale or other disposition of which would give rise to an Account
Receivable or cash.


 


“Joint Venture” has
the meaning specified therefor in Section 7.02(e)(xi).


 


“L/C Issuer” means
Bank of Montreal or such other bank as the Administrative Agent may select
which is reasonably satisfactory to the Borrower.


 


“L/C Subfacility”
means that portion of the Total Revolving Credit Commitment equal to
$15,000,000.


 


“Laws” means,
collectively, all international, foreign, federal, state and local statutes,
treaties, rules, regulations, ordinances, codes and binding guidelines, binding
administrative or judicial precedents or authorities, including, where
appropriate, the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof.


 


“Lease” means any
lease of real property to which any Loan Party or any of its Subsidiaries is a
party as lessor or lessee.


 


“Lender” has the
meaning specified therefor in the preamble hereto.


 


“Letter of Credit”
has the meaning specified therefor in Section 3.01(a).


 


“Letter of Credit
Application” has the meaning specified therefor in Section 3.01(b).


 


17

















 


“Letter of Credit
Collateral Account” means an account under the sole and exclusive control
of the Administrative Agent for the benefit of the Administrative Agent, the
Lenders and/or the L/C Issuer.


 


“Letter of Credit Fee”
has the meaning specified therefor in Section 3.02(a).


 


“Letter of Credit
Obligations” means, at any time and without duplication, the sum of (i) the
Reimbursement Obligations at such time, plus (ii) the aggregate
maximum amount available for drawing under the Letters of Credit outstanding at
such time.


 


“LIBOR” means, for an
Interest Period for a LIBOR Rate Loan, (a) the LIBOR Index Rate for such
Interest Period, if such rate is available, and (b) if the LIBOR Index
Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which
deposits in Dollars in immediately available funds are offered to the
Administrative Agent at 11:00 a.m. (London, England time) two (2) Business
Days before the beginning of such Interest Period by three (3) or more
major banks in the interbank eurodollar market selected by the Administrative
Agent for delivery on the first day of and for a period equal to such Interest
Period and in an amount equal or comparable to the principal amount of the
LIBOR Rate Loan scheduled to be made.


 


“LIBOR Index Rate”
means, for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
deposits in Dollars for a period equal to such Interest Period, which appears
on the LIBOR01 Page as of 11:00 a.m. (London, England time) on the
day two (2) Business Days before the commencement of such Interest Period.


 


“LIBOR Rate” means a
rate per annum equal to the greater of (a) 1.50% and (b) the rate
determined in accordance with the following formula:


 


	
  LIBOR Rate

  	
  =

  	
  LIBOR

  	
   

  
	
   

  	
   

  	
  1-
  Reserve Percentage

  	
   

  



 


“LIBOR Rate Loan”
means a Revolving Loan bearing interest calculated based upon the LIBOR Rate.


 


“Lien” means any
mortgage, deed of trust, pledge, lien (statutory or otherwise), security
interest, charge or other encumbrance or security or preferential arrangement
of any nature, including, without limitation, any conditional sale or title
retention arrangement, any Capitalized Lease and any assignment, deposit
arrangement or financing lease intended as, or having the effect of, security.


 


“Liquid Investments”
means (i) securities issued, or directly, unconditionally and fully
guaranteed or insured, by the United States, or any state or commonwealth
thereof, or any agency or instrumentality thereof (provided that the
full faith and credit of the United States, such state or commonwealth or such
member nation, as applicable, is pledged in support thereof) having maturities
of not more than one year from the date of acquisition by


 


18

















 


such Person; (ii) time
deposits and certificates of deposit of any Lender or any commercial bank
having, or which is the principal banking subsidiary of a bank holding company
organized under the laws of the United States, any state thereof or the
District of Columbia having, capital and surplus aggregating in excess of
$500.0 million and a rating of “A” (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act) with maturities of not
more than six months from the date of acquisition by such Person; (iii) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (i) above entered into with any person
meeting the qualifications specified in clause (ii) above, which
repurchase obligations are secured by a valid perfected security interest in
the underlying securities; (iv) commercial paper and fixed or variable
notes issued by any Person meeting the qualifications specified in clause (ii) above
or incorporated in the United States rated at least A1 or the equivalent
thereof by Standard & Poor’s Rating Service or at least P1 or the
equivalent thereof by Moody’s Investors Service Inc., and in each case maturing
not more than six months after the date of acquisition by such Person; (v) investments
in money market funds at least 95% of whose assets are comprised of securities
of the types described in clauses (i) through (iv) above; (vi) demand
deposit accounts maintained in the ordinary course of business with a
commercial bank meeting the qualifications specified in clause (ii) above;
and (vii) other high quality investments equivalent to those referred to
in clauses (i) through (vi) above denominated in foreign currencies
customarily used by persons for cash management purposes in any country outside
of the United States and maturing not more than one year after the date of
acquisition by such Person, provided that in any case such country is a
member of the Organization for Economic Cooperation and Development.


 


“Loan Account” means
an account maintained hereunder by the Administrative Agent on its books of
account at the Payment Office, and with respect to the Borrower, in which the
Borrower will be charged with all Revolving Loans made to, and all other
Obligations incurred by, the Borrower.


 


“Loan Document” means
this Agreement, the Fee Letter, any Guaranty, any Security Agreement, any
Mortgage, any Letter of Credit Application, any Seller Note Subordination
Agreement, and any other agreement, instrument, and other document executed and
delivered pursuant hereto or thereto or otherwise evidencing or securing any
Revolving Loan, any Letter of Credit Obligation or any other Obligation, any
Hedging Liability, or any Funds Transfer and Deposit Account Liability.


 


“Loan Party” means
the Borrower and any Guarantor.


 


“Management Services
Agreement” shall mean the Advisory Services and Monitoring Agreement, dated
as of January 8, 2008, by and among the Borrower and Avista Capital
Holdings, LP.


 


“Material Adverse Effect”
means a material adverse effect on any of (i) the operations, business,
assets, properties or financial condition of the Loan Parties taken as a whole,
(ii) the ability of the Loan Parties taken as a whole to perform any of
their obligations


 


19

















 


under any Loan Document to
which it is a party, (iii) the legality, validity or enforceability of
this Agreement or any other Loan Document, (iv) the rights and remedies of
any Agent or any Lender under any Loan Document or (v) the validity,
perfection or priority of a Lien in favor of the Collateral Agent for the
benefit of the Lenders on any of the Collateral with a fair market value
exceeding $5,000,000, except to the extent that any such loss of perfection or
priority results solely and directly from the failure of the Collateral Agent
to maintain possession of certificates actually delivered to it representing
Capital Stock pledged to it or to file Uniform Commercial Code continuation
statements.


 


“Mortgage” means a
mortgage (including, without limitation, a leasehold mortgage), deed of trust
or deed to secure debt, in form and substance reasonably satisfactory to the
Collateral Agent, made by a Loan Party in favor of the Collateral Agent for the
benefit of the Agents and the Lenders, securing the Obligations and delivered
to the Collateral Agent pursuant to Section 7.01(b), Section 7.01(m) or
otherwise.


 


“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which any Loan Party or any of its ERISA Affiliates has contributed
to, or has been obligated to contribute, at any time during the preceding six
(6) years.


 


“New Lending Office”
has the meaning specified therefor in Section 2.08(d).


 


“Non-U.S. Lender” has
the meaning specified therefor in Section 2.08(d).


 


“Normalized Moly Supply
Level” means a supply level for the Loan Parties of Molybdenum-99 that
results from the NRU reactor located in Chalk River, Ontario having returned to
service and corresponds to (or exceeds) the supply level for Molybdenum-99 that
existed before the shutdown of the NRU reactor located in Chalk River, Ontario.


 


“Notice of Borrowing”
has the meaning specified therefor in Section 2.02(a).


 


“NRC” means the
United States Nuclear Regulatory Commission.


 


“Obligations” means
(i) all present and future indebtedness, obligations, and liabilities of
each Loan Party to the Agents and the Lenders or any of them, whether or not the
right of payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal,
equitable, secured, unsecured, and whether or not such claim is discharged,
stayed or otherwise affected by any proceeding referred to in Section 9.01,
(ii) all Hedging Liability and (iii) all Funds Transfer and Deposit
Account Liability.  Without limiting the
generality of the foregoing, the Obligations of each Loan Party under the Loan
Documents include (a) the obligation to pay principal, interest, charges,
expenses, fees, attorneys’ fees (including the fees provided for in the Fee
Letter) and disbursements, indemnities and other amounts payable by such Person
under the Loan Documents, and (b) the obligation of such Person to
reimburse any amount in respect of any of the foregoing that any Agent or any
Lender (in its sole discretion) may elect to pay or advance on behalf of such
Person.


 


20

















 


“Other Taxes” has the
meaning specified therefor in Section 2.08(b).


 


“Parent” has the
meaning specified therefor in the preamble hereto.


 


“Participant Register”
has the meaning specified therefor in Section 12.07(g).


 


“Participating Interest”
has the meaning specified therefor in Section 3.01(e).


 


“Participating Lender”
has the meaning specified therefor in Section 3.01(e).


 


“Payment Office”
means the Administrative Agent’s office located at Chicago, Illinois, or
at such other office or offices of the Administrative Agent as may be
designated in writing from time to time by the Administrative Agent to the
Collateral Agent and the Borrower.


 


“PBGC” means the
Pension Benefit Guaranty Corporation or any successor thereto.


 


“Permitted Acquisition”
means an Acquisition by the Borrower or any of its Subsidiaries if each of the
following conditions shall have been satisfied:


 


(a)         no Default or Event of Default then
exists or would result therefrom;


 


(b)         after giving effect to such Acquisition
on a Pro Forma Basis, the Parent shall be in compliance with all covenants set
forth in Section 7.03 recomputed as at the last day of the most recently
ended fiscal quarter of the Parent for which financial statements are available
(assuming, for purposes of Section 7.03, that such transaction, and all
other Permitted Acquisitions consummated since the first day of the relevant
period for the testing of each of the financial covenants set forth in Section 7.03
ending on or prior to the date of such transaction, had occurred on the first
day of such relevant fiscal period);


 


(c)         the Board of Directors of the Person to
be acquired shall not have indicated publicly its opposition to the
consummation of such Acquisition (which opposition has not been publicly
withdrawn);


 


(d)         all transactions in connection
therewith shall be consummated in accordance with all applicable Laws;


 


(e)         the Borrower shall have furnished to
the Agents at least 3 Business Days prior to the consummation of such
Acquisition (i) an executed term sheet and/or commitment letter (setting
forth in reasonable detail the terms and conditions of such Acquisition) and,
at the request of any Agent, such other information and documents that any
Agent may reasonably request, including, without limitation, executed
counterparts of the respective agreements, instruments or other documents
pursuant to which such Acquisition is to be consummated (including, without
limitation, any related management, non-compete, employment, option or other
material agreements), any schedules to such agreements, instruments or other
documents, all organizational documents of the Person or business to be


 


21

















 


acquired (the “Target”)
and all other material ancillary agreements, instruments or other documents to
be executed or delivered in connection therewith, (ii) if the Purchase
Price for such Acquisition is more than $20,000,000, pro forma financial
statements of the Parent and its Subsidiaries after the consummation of such
Acquisition, and pro forma financial statements of the Target to the extent
available, (iii) a certificate of a senior financial officer of the
Parent, demonstrating on a Pro Forma Basis compliance with all covenants set
forth in Section 7.03 hereof immediately after the consummation of such
Acquisition, and (iv) copies of such other material agreements,
instruments or other documents (including, without limitation, the Loan
Documents required by Section 7.01(b)) as any Agent shall reasonably
request;


 


(f)          the Target and any Subsidiary formed
as a result of such Acquisition shall be engaged in the same or a related
business as the Loan Parties and as described in Section 7.02(d), and any
such Subsidiary will be a direct, Wholly-Owned Subsidiary of a Loan Party;


 


(g)         such Acquisition shall be effected in
such a manner so that the acquired Capital Stock or assets are owned either by
a Loan Party or a Wholly Owned Subsidiary of a Loan Party and, if effected by
merger or consolidation involving a Loan Party, such Loan Party shall be the
continuing or surviving Person;


 


(h)         any such Target (and its equityholders)
shall execute and deliver the agreements, instruments and other documents
required by Section 7.01(b);


 


(i)          any such Target shall be an entity
organized under the laws of the United States, any State thereof, Canada, any
province thereof or any other country that is a member of the Organization for
Economic Cooperation and Development; and


 


(j)          the aggregate Purchase Price (i) for
any such Acquisition effected after the Effective Date shall not exceed
$50,000,000, and (ii) for all such Acquisitions effected after the
Effective Date shall not exceed $100,000,000.


 


“Permitted Additional
Debt” means Indebtedness incurred after the Effective Date, so long as (i) such
Indebtedness is unsecured, (ii) the principal amount of such Indebtedness
does not exceed $225,000,000 in the aggregate, (iii) no Event of Default
exists after giving effect to the incurrence of such Indebtedness, (iv) the
Consolidated Interest Coverage Ratio, calculated on a Pro Forma Basis after
giving effect to the incurrence of such Indebtedness, is not less than
2.00:1.00, (v) such Indebtedness has no scheduled principal amortization
and matures no sooner than one year following the Final Maturity Date and (vi) such
Indebtedness is evidenced by documentation containing covenants and defaults
that are not materially more onerous or burdensome to the Loan Parties taken as
a whole than the covenants and defaults in respect of this Agreement or the
Senior Notes.


 


“Permitted Holder”
means (i) the Sponsor, (ii) the members of management of any Loan
Party and such Person’s Affiliates and Related Funds, and (iii) any
limited partner of the Sponsor and any other Person that the Sponsor reasonably
anticipates in good faith


 


22

















 


will be a limited partner of
the Sponsor (together with the Affiliates and Related Funds of the foregoing).


 


“Permitted Indebtedness”
means:


 


(a)         any Indebtedness owing to any Agent and
any Lender under this Agreement and the other Loan Documents;


 


(b)         the Senior Notes and any Permitted
Refinancing Indebtedness in respect of the Senior Notes;


 


(c)         any other Indebtedness listed on
Schedule 7.02(b), and the Permitted Refinancing Indebtedness in respect of such
Indebtedness;


 


(d)         Indebtedness evidenced by Capitalized
Lease Obligations entered into in order to finance Capital Expenditures made by
the Subsidiaries of the Parent in accordance with the provisions of Section 7.02(g),
which Indebtedness, when aggregated with the principal amount of all
Indebtedness incurred under this clause (d) and clause (e) of this
definition, does not exceed $25,000,000 at any time outstanding;


 


(e)         Indebtedness permitted by clause (e) of
the definition of “Permitted Lien”;


 


(f)          Indebtedness permitted under Section 7.02(e);


 


(g)         Indebtedness of the Subsidiaries of the
Parent that may be deemed to exist pursuant to any guaranties, bid,
performance, surety, statutory or appeal bonds or similar obligations incurred
in the ordinary course of business;


 


(h)            Contingent Obligations of the Borrower or any of its
Subsidiaries in respect of Indebtedness expressly permitted hereunder, provided
that (i) the Borrower and the Subsidiary Guarantors may incur Contingent
Obligations in respect of the Indebtedness of the Foreign Subsidiaries only if
the aggregate principal amount of such Contingent Obligations, when combined
with the investments, loans and investments outstanding pursuant to clause (ii) of
Section 7.02(e), do not exceed $25,000,000 at any time, and (ii) a Subsidiary
of the Parent shall not guarantee any Subordinated Indebtedness unless (A) such
guarantee of the Subordinated Indebtedness is subordinated to the Obligations
of such Subsidiary under the Loan Documents on terms no less favorable taken as
a whole to the Lenders than the subordination provisions applicable to such
Subordinated Indebtedness and (B) such guarantee of the Subordinated
Indebtedness provides for the release and termination thereof, without action
by any party, upon any release and termination of such guarantee of the
Obligations in connection with the exercise by the Collateral Agent of any
enforcement rights or powers under the Loan Documents after the occurrence and
during the continuance of an Event of Default;


 


(i)          Indebtedness in respect of netting
services, overdraft protections and otherwise in connection with deposit
accounts and other cash management obligations, so


 


23

















 


long as such Indebtedness
(i) is not for borrowed money, (ii) is incurred in the ordinary
course of business and (iii) is not outstanding for more than 5 Business
Days;


 


(j)          Indebtedness of the Subsidiaries of
the Parent under any Hedging Agreement, provided that (i) such
Hedging Agreements are used solely as part of its normal business operations as
a risk management strategy or hedge against changes resulting from market
operations, and not as a means to speculate for investments purposes and trends
and shifts in financial or commodities markets or for taking a “market view”,
and (ii) such Hedging Agreements do not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;


 


(k)         Indebtedness under Seller Notes issued
by a Loan Party after the Effective Date in connection with a Permitted
Acquisition, provided that (i) both immediately prior and after the
issuance thereof no Default or Event of Default shall exist or result
therefrom, (ii) no more than $25,000,000 aggregate principal amount of
Indebtedness may be outstanding under this clause (k) at any time, (iii) such
Seller Notes shall be unsecured and (iv) except for Seller Notes that do
not require any principal amortization and mature no sooner than one year
following the Final Maturity date, such Seller Notes shall be subject to a
Seller Note Subordination Agreement;


 


(l)          endorsement of items for deposit or
collection of commercial paper received in the ordinary course of business;


 


(m)        Indebtedness (i) owed to an
insurance company or an Affiliate thereof for the financing of insurance
premiums, or (ii) in the form of take-or-pay obligations contained in
supply arrangements in the ordinary course of business;


 


(n)         Indebtedness assumed in connection with
any Permitted Acquisition; provided that (i) such Indebtedness is
not incurred in contemplation of such Permitted Acquisition, (ii) such
Indebtedness is not guaranteed in any respect by the Parent or any of its
Subsidiaries, and any Permitted Refinancing Indebtedness in respect of such
Indebtedness, and (iii) no more than $25,000,000 aggregate principal
amount of Indebtedness may be outstanding under this clause (n) at any
time;


 


(o)         Indebtedness for indemnification,
adjustment of purchase price or similar obligations of the Loan Parties arising
under any agreement with respect to a Permitted Acquisition or a Disposition
permitted by Section 7.02(c)(ii);


 


(p)         unsecured Subordinated Indebtedness
consisting of promissory notes issued by the Parent to current or former
employees, officers or management personnel of the Loan Parties, or such
employees’, officers’ or management personnel’s respective estates, heirs,
permitted transferees, spouses or former spouses to finance the purchase or
redemption of Capital Stock of the Parent permitted by Section 7.02(h);


 


(q)         Indebtedness with respect to a
guarantee, surety bond or other Contingent Obligation, in form and substance
sufficient to satisfy the requirements set forth


 


24

















 


at 10 CFR 30.35 or
comparable state regulations, as applicable, the face amount of which shall be
adjusted from time to time in accordance with applicable regulations to reflect
adjustments to the decommissioning funding plan for the Facility;


 


(r)          Indebtedness of any Foreign Subsidiary
of the Borrower for working capital owed to a third party (other than a Loan
Party or an Affiliate of a Loan Party) in an aggregate principal amount at any
time outstanding not to exceed $15,000,000 for all Foreign Subsidiaries;


 


(s)         Indebtedness representing deferred
compensation for employees and officers of the Parent or its Subsidiaries in an
aggregate principal amount at any time outstanding not to exceed $5,000,000;


 


(t)          Permitted Additional Debt;


 


(u)         other Indebtedness of the Loan Parties
and their Subsidiaries in an aggregate amount that does not exceed $15,000,000
at any time outstanding; and


 


(v)         other unsecured Indebtedness, where (i) the
Consolidated Total Leverage Ratio for the Parent and its Subsidiaries for the
then most recently ended four full fiscal quarters for which internal financial
statements are available, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom) as if the additional
Indebtedness had been incurred and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period, is not greater than
3.00:1.00, (ii) no Event of Default exists after giving effect to the
incurrence of such Indebtedness, (iii) such Indebtedness has no scheduled
principal amortization and matures no sooner than one year following the Final
Maturity Date and (iv) such Indebtedness is evidenced by documentation
containing covenants and defaults that are not materially more onerous or
burdensome to the Loan Parties taken as a whole than the covenants and defaults
in respect of this Agreement or the Senior Notes.


 


“Permitted Liens”
means:


 


(a)         Liens securing the Obligations;


 


(b)         Liens for taxes, assessments and
governmental charges the payment of which is not yet required under Section 7.01(c);


 


(c)         Liens (other than any Lien imposed by
ERISA) imposed by law, such as carriers’, warehousemen’s, mechanics’,
landlord’s, materialmen’s and other similar Liens, in each case arising in the
ordinary course of business and securing obligations (other than Indebtedness
for borrowed money) that are not overdue by more than 30 days or are being
contested in good faith and by appropriate proceedings promptly initiated and
diligently conducted, and a reserve or other appropriate provision, if any, as
shall be required by GAAP shall have been made therefor;


 


25

















 


(d)         Liens described on Schedule 7.02(a),
provided that (i) no such Lien shall at any time be extended to cover any
additional property not subject thereto on the Effective Date and improvements
thereon, and (ii) the principal amount of the Indebtedness secured by such
Liens shall not be extended, renewed, refunded or refinanced other than in
accordance with clause (c) of the definition of Permitted Indebtedness;


 


(e)         (i) purchase money Liens on
equipment acquired or held by any Loan Party or any of its Subsidiaries in the
ordinary course of its business to secure the purchase price of such equipment
or Indebtedness incurred solely for the purpose of financing the acquisition of
such equipment or (ii) Liens existing on such equipment at the time of its
acquisition; provided, however, that (A) no such Lien shall
extend to or cover any other property of any Loan Party or any of its
Subsidiaries, (B) the principal amount of the Indebtedness secured by any
such Lien shall not exceed the lesser of 100% of the fair market value or the
cost of the property so held or acquired and (C) the aggregate principal
amount of Indebtedness secured by any or all such Liens shall not exceed at any
one time outstanding $25,000,000;


 


(f)          deposits and pledges of cash securing
(i) obligations incurred in respect of workers’ compensation, unemployment
insurance or other forms of governmental insurance or benefits, (ii) the
performance of bids, tenders, leases, contracts (other than for the payment of
money) and statutory obligations or (iii) obligations on surety or appeal
bonds, but only to the extent such deposits or pledges are made or otherwise
arise in the ordinary course of business and secure obligations not past due;


 


(g)         easements, zoning restrictions and
similar encumbrances on real property and minor irregularities in the title
thereto that do not (i) secure obligations for the payment of money or
(ii) materially impair the value of such property or its use by any Loan
Party or any of its Subsidiaries in the normal conduct of such Person’s
business;


 


(h)         Liens arising out of judgments,
attachments or awards not constituting an Event of Default hereunder, so long
as the enforcement of any such Lien on any Collateral is stayed;


 


(i)          any interest or title of a lessor or
sublessor under any operating lease or sublease to the Parent or any of its
Subsidiaries and any contractual obligations relating thereto, in each case not
involving the incurrence of Indebtedness, and any lease or sublease granted by
the Borrower or any of its Subsidiaries in the ordinary course of its business
that is not otherwise prohibited by this Agreement and not interfering in any
respect with the ordinary conduct of the business of the Borrower or such
Subsidiary;


 


(j)          purported Liens evidenced by the
filing of precautionary UCC financing statements relating solely to operating
leases of personal property entered into in the ordinary course of business, in
each case not involving the incurrence of Indebtedness;


 


(k)         licenses or sublicenses of patents,
trademarks and other intellectual property rights granted by the Parent or any
of its Subsidiaries in the ordinary course of


 


26














 


business and not interfering
in any respect with the ordinary conduct of the business of the Parent or such
Subsidiary;


 


(l)                              Liens in favor
of an insurer or an Affiliate thereof (or other Persons financing the payment
of insurance premiums) for the premiums payable in respect of insurance
policies issued by such insurer; provided that such Liens are limited to
such insurance policies, premium refunds and the proceeds of such insurance
policies;


 


(m)                        (i) customary
bankers’ Liens, rights of setoff and other similar Liens existing solely with
respect to Cash and Cash Equivalents and Liquid Investments on deposit in one
or more accounts maintained by the Parent or any of its Subsidiaries, in each
case granted in the ordinary course of business in favor of the bank or banks
with which such accounts are maintained, securing amounts owing to such bank
with respect to cash management and operating account arrangements, including
those involving pooled accounts and netting arrangements; provided that
unless such Liens are nonconsensual and arise by operation of law, in no case
shall any such Liens secure (either directly or indirectly) any Indebtedness,
and (ii) Liens of a collection bank arising under Section 4-210 of
the UCC on items in the course of collection;


 


(n)                          Liens on
property of a Person existing at the time (i) such Person is merged with
or into or consolidated with a Subsidiary of the Parent or (ii) such
Subsidiary of the Parent acquires the Capital Stock of such Person; provided
that in each case such Liens (A) were in existence prior to and were not
incurred in connection with or in contemplation of such merger, consolidation
or acquisition, (B) do not secure Indebtedness other than Indebtedness
permitted by clause (n) of the definition of Permitted Indebtedness and
(C) do not encumber or extend to any Collateral or any other assets other
than the assets acquired by, or the assets of, the Person merged into or
consolidated with or acquired by such Subsidiary;


 


(o)                          Liens solely on
any cash earnest money deposits made by a Subsidiary of the Parent in
connection with any letter of intent or purchase agreement for a Permitted
Acquisition;


 


(p)                          Liens on assets
of Foreign Subsidiaries securing Indebtedness permitted by clause (r) of
the definition of Permitted Indebtedness;


 


(q)                          Liens securing
Indebtedness permitted by subsection (d) of the definition of Permitted
Indebtedness; and


 


(r)                             other Liens not
otherwise permitted by this Section, provided that the aggregate amount
of obligations secured thereby does not exceed $15,000,000.


 


“Permitted
Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original
Indebtedness”), Indebtedness the net proceeds of which are applied to
refund, refinance, repurchase or retire such Original Indebtedness; provided
that: (a) no Subsidiary of the Parent that shall not have been and shall
not have been required to be liable (whether


 


27

















 


as an obligor or under a
guarantee) for such Original Indebtedness shall be liable for such Permitted
Refinancing Indebtedness; (b) such Permitted Refinancing Indebtedness
shall not include (i) restrictions on the payment of dividends or the
making or repayment of loans or advances by Subsidiaries and (ii) default
provisions, in each case that are materially less favorable to the Loan Parties
or the Lenders than the corresponding restrictions, if any, and the default
provisions contained in the documentation governing such Original Indebtedness;
(c) if such Original Indebtedness shall have been subordinated to the
Obligations, such Permitted Refinancing Indebtedness shall also be subordinated
to the Obligations on customary terms not less favorable to the Lenders; (d) such
Permitted Refinancing Indebtedness shall not mature, and shall not be required
to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or
more fixed dates, upon the occurrence of one or more events or at the option of
any holder thereof prior to the maturity of such Original Indebtedness (except,
in each case, upon the occurrence of an event of default, a change in control
or a similar event under the documentation governing such Permitted Refinancing
Indebtedness) and such Permitted Refinancing Indebtedness shall not shorten the
weighted average life of such Original Indebtedness; (e) such Permitted
Refinancing Indebtedness shall be in an aggregate principal amount that is
equal to or less than the aggregate principal amount of such Original
Indebtedness then outstanding (plus accrued interest and premiums thereon and
any reasonable fees and expenses related to the issuance of such Permitted
Refinancing Indebtedness); (f) if such Original Indebtedness shall have
been unsecured, such Permitted Refinancing Indebtedness shall also be
unsecured; and (g) the interest rate and fees payable with respect to such
Permitted Refinancing Indebtedness shall be on then current market terms.


 


“Permitted Tax
Distributions” means payments, dividends or distributions by the Borrower
to the Parent and by the Parent to the Ultimate Parent in order to permit the
Ultimate Parent to pay consolidated, combined or unitary foreign, federal,
state or local taxes not payable directly by the Parent, the Borrower or any of
their Subsidiaries, which payments by the Parent and the Borrower to the
Ultimate Parent are not in excess of the tax liabilities that would have been
payable by the Parent, the Borrower and their Subsidiaries as if such entities
reported and paid such taxes on a consolidated basis solely with one another.


 


“Person” means an
individual, corporation, limited liability company, partnership, association,
joint-stock company, trust, unincorporated organization, joint venture or other
enterprise or entity or Governmental Authority.


 


“Plan” means any
Employee Plan or Multiemployer Plan.


 


“Post-Default Rate”
means a rate of interest per annum equal to the rate of interest otherwise in
effect from time to time pursuant to the terms of this Agreement plus 2.0%, or,
if a rate of interest is not otherwise in effect, interest at the highest rate
specified herein for any Revolving Loan then outstanding prior to an Event of
Default plus 2.0%.


 


“Pro Forma Basis”
means on a basis in accordance with GAAP and Regulation S-X or on a basis that
is otherwise reasonably satisfactory to the Administrative Agent


 


28

















 


(including in a manner that
includes such other pro forma expense and cost savings as are approved by the
Administrative Agent in its reasonable discretion).


 


“Pro Rata Share”
means the percentage obtained by dividing (i) such Lender’s Revolving
Credit Commitment, by (ii) the Total Revolving Credit Commitment, provided,
that, if the Total Revolving Credit Commitment has been reduced to zero, the
numerator shall be the aggregate unpaid principal amount of such Lender’s
Revolving Loans and its interest in the Letter of Credit Obligations and the
denominator shall be the aggregate unpaid principal amount of all Revolving
Loans and Letter of Credit Obligations.


 


“Products” means any
radiopharmaceuticals, nuclear, ultrasound or other imaging agents, and
technetium generators, including, without limitation, Ablavar, Cardiolite,
Definity, Gallium, Miraluma, Neurolite, Technelite, Thallium, Xenon and any
research and development pipeline products.


 


“Purchase Price”
means, with respect to any Acquisition, an amount equal to the sum of (i) the
aggregate consideration, whether cash, property or securities (including,
without limitation, the fair market value of any Capital Stock of any Loan
Party or any of its Subsidiaries issued in connection with such acquisition),
paid or delivered by the Parent or any of its Subsidiaries (whether as initial
consideration or through the payment or disposition of deferred consideration,
including, without limitation, in the form of seller financing, royalty
payments (other than bona fide royalty payments), payments allocated towards
non-compete covenants, payments to principals for consulting services or other
similar payments) in connection with such Acquisition, plus (ii) the
aggregate principal amount of the Seller Notes issued in connection with such
Acquisition.


 


“Qualified Capital Stock”
of any person shall mean any Capital Stock of such Person that is not
Disqualified Capital Stock.


 


“Rating Agencies” has
the meaning specified therefor in Section 2.07.


 


“Reference Rate”
means, for any day, the rate per annum equal to the greatest of: (a) the
rate of interest announced or otherwise established by the Administrative Agent
from time to time as its prime commercial rate, or its equivalent, for Dollar
loans to borrowers located in the United States as in effect on such day, with
any change in the Reference Rate resulting from a change in said prime
commercial rate to be effective as of the date of the relevant change in said
prime commercial rate (it being acknowledged and agreed that such rate may not
be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the
rate determined by the Administrative Agent to be the average (rounded upward,
if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to
the Administrative Agent at approximately 10:00 a.m. (Chicago time) (or as
soon thereafter as is practicable) on such day (or, if such day is not a
Business Day, on the immediately preceding Business Day) by two or more Federal
funds brokers selected by the Administrative Agent for sale to the
Administrative Agent at face value of Federal funds in the secondary market in
an amount equal or comparable to the principal amount for which such rate is
being determined, plus (ii) 1/2
of 1% and (c) 2.50%.


 


29

















 


“Reference Rate Loan”
means a Revolving Loan bearing interest calculated based upon the Reference
Rate.


 


“Register” has the
meaning specified therefor in Section 12.07(d).


 


“Registered Loans”
has the meaning specified therefor in Section 12.07(d).


 


“Regulation S-X”
means Regulation S-X promulgated under the Securities Act.


 


“Regulation T”, “Regulation
U” and “Regulation X” mean, respectively, Regulations T, U and X of
the Board or any successor, as the same may be amended or supplemented from
time to time.


 


“Reimbursement
Obligations” has the meaning specified therefor in Section 3.01(c).


 


“Related Fund” means,
with respect to any Person, an Affiliate of such Person, or a fund or account
managed by such Person or an Affiliate of such Person.


 


“Related Party Assignment”
has the meaning specified therefor in Section 12.07(b).


 


“Related Party Register”
has the meaning specified therefor in Section 12.07(d).


 


“Release” means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, seeping, migrating, dumping or disposing of any
Hazardous Material (including the abandonment or discarding of barrels,
containers and other closed receptacles containing any Hazardous Material) into
the indoor or outdoor environment, including, without limitation, the movement
of Hazardous Materials through or in the ambient air, soil, surface or ground
water, or property.


 


“Remedial Action”
means all actions taken to (i) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate or in any other way address Hazardous
Materials in the indoor or outdoor environment; (ii) prevent or minimize a
Release or threatened Release of Hazardous Materials so they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment; (iii) perform pre-remedial studies and investigations
and post-remedial operation and maintenance activities; or (iv) perform
any other actions authorized by 42 U.S.C. § 9601.


 


“Reportable Event”
means an event described in Section 4043 of ERISA (other than an event not
subject to the provision for 30-day notice to the PBGC or for which the 30-day
notice period is waived under the regulations promulgated under such Section).


 


“Required Lenders”
means Lenders whose Pro Rata Shares aggregate at least sixty-six and two thirds
percent (66 2/3%).


 


30

















 


“Reserve Percentage”
means the maximum reserve percentage, expressed as a decimal, at which reserves
(including, without limitation, any emergency, marginal, special, and
supplemental reserves) are imposed by the Board of Governors of the Federal
Reserve System (or any successor) on “eurocurrency liabilities”, as defined in
such Board’s Regulation D (or any successor thereto), subject to any amendments
of such reserve requirement by such Board or its successor, taking into account
any transitional adjustments thereto. For purposes of this definition, the
relevant Revolving Loans shall be deemed to be “eurocurrency liabilities” as
defined in Regulation D without benefit or credit for any prorations,
exemptions or offsets under Regulation D. The Eurodollar Reserve Percentage
shall be adjusted automatically on and as of the effective date of any change
in any such reserve percentage.


 


“Reuters Screen LIBOR01”
means the display designated as “LIBOR01 Page” on the Reuters Service (or such
other page as may replace the LIBOR01 Page on that service or such
other service as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying British Bankers’ Association
Interest Settlement Rates for Dollar deposits).


 


“Revolving Credit
Commitment” means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans to the Borrower in the amount set forth opposite
such Lender’s name in Schedule 1.01(A) hereto, as such amount may be
terminated or reduced from time to time in accordance with the terms of this
Agreement.


 


“Revolving Loan”
means a loan made by a Lender to the Borrower pursuant to Section 2.01(a).


 


“SEC” means the
Securities and Exchange Commission or any other similar or successor agency of
the federal government administering the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute,
and the rules and regulations of the SEC thereunder, all as the same shall
be in effect from time to time.


 


“Securitization” has
the meaning specified therefor in Section 2.07.


 


“Security Agreement”
means a Pledge and Security Agreement (as may be amended, restated,
supplemented or otherwise modified from time to time) made by a Loan Party in
favor of the Collateral Agent for the benefit of the Agents and the Lenders,
substantially in the form of Exhibit B, securing the Obligations, and delivered to the Collateral Agent.


 


“Seller Note
Subordination Agreement” means a Subordination Agreement among a holder of
a Seller Note, the applicable Loan Party and the Administrative Agent, each in
form and substance reasonably satisfactory to the Administrative Agent.


 


“Seller Notes” means
any seller promissory note to be issued by the Parent or any of its
Subsidiaries after the Effective Date in connection with a Permitted
Acquisition.


 


31

















 


“Senior Note Documents”
means the Senior Note Indenture, the Senior Notes and all documents entered
into in connection therewith.


 


“Senior Note Indenture”
means the Indenture, dated as of May 10, 2010, between the Borrower, the
subsidiary guarantors party thereto and Wilmington Trust FSB, as trustee,
governing the Senior Notes.


 


“Senior Notes” means
the 9.75% Senior Notes due 2017 issued by the Borrower in an aggregate
principal amount of $250,000,000 pursuant to the Indenture and any exchange
notes issued in respect thereof on substantially similar terms.


 


“Settlement Period”
has the meaning specified therefor in Section 2.02(d)(i) hereof.


 


“Solvent” means, with
respect to any Person on a particular date, that on such date (i) the fair
value of the property of such Person is not less than the total amount of the
liabilities of such Person, (ii) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its existing debts as they become
absolute and matured, (iii) such Person is able to realize upon its assets
and pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, and (iv) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
unreasonably small capital.


 


“Sponsor” means (i) Avista
Capital Partners, LP and Avista Capital Partners (Offshore), LP, (ii) any
Affiliate thereof and (iii) any Related Fund thereto.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Subject Indebtedness”
means any of the Senior Notes, any Subordinated Indebtedness, any Permitted
Additional Debt, and any Indebtedness incurred pursuant to clause (v) of
the definition of Permitted Indebtedness.


 


“Subordinated
Indebtedness” means Indebtedness of any Loan Party the terms of which are
reasonably satisfactory to the Administrative Agent and which has been
expressly subordinated in right of payment to all Obligations (i) by the
execution and delivery of a subordination agreement, in form and substance
reasonably satisfactory to the Administrative Agent, or (ii) otherwise on
terms and conditions (including, without limitation, subordination provisions,
payment terms, interest rates, covenants, remedies, defaults and other material
terms) reasonably satisfactory to the Administrative Agent.


 


“Subsidiary” means,
with respect to any Person at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity (i) the accounts of which would be
consolidated with those of such Person in such Person’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP
or (ii) of which more than 50% of (A) the


 


32

















 


outstanding Capital Stock
having (in the absence of contingencies) ordinary voting power to elect a
majority of the board of directors or other managing body of such Person, (B) in
the case of a partnership or limited liability company, the interest in the
capital or profits of such partnership or limited liability company or (C) in
the case of a trust, estate, association, joint venture or other entity, the
beneficial interest in such trust, estate, association or other entity business
is, at the time of determination, owned or controlled directly or indirectly
through one or more intermediaries, by such Person.


 


“Subsidiary Guarantor”
means a Subsidiary of the Borrower that is a Guarantor.


 


“Taxes” has the
meaning specified therefor in Section 2.08(a).


 


“Termination Event”
means (i) a Reportable Event with respect to any Employee Plan, (ii) any
event with respect to any Plan or any employee pension benefit plan (as defined
in Section 3(2) of ERISA) covered by Title IV of ERISA in which any
Loan Party or ERISA Affiliate was a participating employer at any time during
the six (6) calendar years preceding the date of any borrowing hereunder
that causes any Loan Party or any of its ERISA Affiliates to incur liability
under Section 406, 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue
Code, (iii) the provision by the administrator of any Employee Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
terminate such Employee Plan in a distress termination described in Section 4041(c) of
ERISA or the treatment of an Employee Plan amendment as a termination under
Section 4041 of ERISA, (iv) the institution of proceedings by the
PBGC to terminate an Employee Plan, (v) any other event or condition that
could reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Employee Plan, or (vi) failure to make by its due date a required
installment under Section 412 of the Internal Revenue Code.


 


“Title Insurance Policy”
means a mortgagee’s loan policy or marked-up unconditional binder for such
insurance policy, in form and substance reasonably satisfactory to the
Collateral Agent, together with all endorsements made from time to time thereto
to the extent available is the applicable jurisdiction, issued by or on behalf
of a title insurance company reasonably satisfactory to the Collateral Agent,
insuring the Lien created by a Mortgage in an amount and on terms reasonably
satisfactory to the Collateral Agent, delivered to the Collateral Agent.


 


“Total Revolving Credit
Commitment” means the sum of the amounts of the Lenders’ Revolving Credit
Commitments.


 


“Transactions” means,
collectively, (a) the issuance of the Senior Notes, (b) the repayment
of all outstanding obligations under the Existing Credit Agreement, (c) the
payment of the 2010 Dividend, (d) the execution, delivery and performance
of the Loan Documents, and (e) the payment of all fees and expenses to be
paid on or around the Effective Date and owing in connection with the
foregoing.


 


33

















 


“Transferee” has the
meaning specified therefor in Section 2.08(a).


 


“Uniform Commercial Code”
has the meaning specified therefor in Section 1.03.


 


“Ultimate Parent”
means Lantheus MI Holdings, Inc., a Delaware corporation.


 


“Unused Line Fee” has
the meaning specified therefor in Section 2.06(b).


 


“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Public
Law 107-56, as the same has been, or shall hereafter be, renewed, extended or
amended.


 


“WARN” has the
meaning specified therefor in Section 6.01(x).


 


“Wholly Owned Subsidiary”
means, as to any Person, any other Person all of the Capital Stock of which
(other than directors’ qualifying shares required by law) is owned by such Person
directly and/or through other Wholly Owned Subsidiaries of such Person.


 


Section 1.02                                   Terms Generally.


 


The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase
“without limitation”.  The word “will”
shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise, (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections , Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any right or interest in or
to assets and properties of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible. References in this Agreement to
“determination” by any Agent include good faith estimates by such Agent (in the
case of quantitative determinations) and good faith beliefs by such Agent (in
the case of qualitative determinations).


 


Section 1.03                                   Accounting and
Other Terms.


 


Unless otherwise expressly
provided herein, each accounting term used herein shall have the meaning given
it under GAAP. All terms used in this Agreement which are


 


34

















 


defined in Article 8 or
Article 9 of the Uniform Commercial Code as in effect from time to time in
the State of New York (the “Uniform Commercial Code”) and which are not otherwise
defined herein shall have the same meanings herein as set forth therein,
provided that terms used herein which are defined in the Uniform Commercial
Code as in effect in the State of New York on the date hereof shall continue to
have the same meaning notwithstanding any replacement or amendment of such
statute except as any Agent may otherwise determine.


 


Section 1.04                                   Time References.


 


Unless otherwise indicated
herein, all references to time of day refer to Central Standard Time or Central
daylight saving time, as in effect in Chicago, Illinois on such day. For
purposes of the computation of a period of time from a specified date to a
later specified date, the word “from” means “from and including” and the words
“to” and “until” each means “to but excluding”; provided, however,
that with respect to a computation of fees or interest payable to any Agent,
any Lender or the L/C Issuer, such period shall in any event consist of at
least one full day.


 


ARTICLE II


 


THE LOANS


 


Section 2.01                                   Revolving
Credit Commitments.


 


(a)                           Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, each Lender severally agrees to make Revolving Loans to the Borrower
at any time and from time to time on and after the Effective Date to the Final
Maturity Date, or until the earlier reduction of its Revolving Credit
Commitment to zero in accordance with the terms hereof, in an aggregate
principal amount of Revolving Loans at any time outstanding not to exceed the
amount of such Lender’s Revolving Credit Commitment.


 


(b)                          Notwithstanding
the foregoing, the aggregate principal amount of Revolving Loans outstanding at
any time to the Borrower shall not exceed the difference between (x) the
Total Revolving Credit Commitment and (y) the aggregate Letter of Credit
Obligations.  The Revolving Credit
Commitment of each Lender shall automatically and permanently be reduced to
zero on the Final Maturity Date. Within the foregoing limits, the Borrower may
borrow, repay and reborrow the Revolving Loans, on or after the Effective Date
and prior to the Final Maturity Date, subject to the terms, provisions and
limitations set forth herein.


 


(c)                           The Borrower
may request during the term of this Agreement an increase in the Total
Revolving Credit Commitment in an aggregate principal amount of up to
$15,000,000 (collectively, the “Facilities Increase”), provided
that any request for any Facilities Increase shall be for a Facilities Increase
in a minimum amount of $1,000,000 and shall be in an integral multiple of
$1,000,000.


 


35

















 


(i)                                        The Borrower
may request the Facilities Increase by giving to the Administrative Agent
written notice of its request for the Facilities Increase (the “Facilities
Increase Request”), which shall specify the date for the effectiveness of
the Facilities Increase and the making of any revolving loan pursuant to the
Facilities Increase (which shall be at least 7 Business Days after the receipt
by the Administrative Agent of the Facilities Increase Request and shall
otherwise be in accordance with the terms of Section 2.02 for the making
of a Revolving Loan).


 


(ii)                                     The Facilities
Increase shall be subject to the satisfaction of the following conditions as of
the date of the Facilities Increase becomes effective (the “Facilities
Increase Effective Date”) (and the Administrative Agent shall have received
a certificate by a duly authorized officer of the Borrower, certifying as to
the following): (A) no Default or Event of Default shall have occurred and
be continuing under this Agreement, (B) the representations and warranties
contained in this Agreement and in each other Loan Document, certificate,
financial statement, report or statement of fact delivered to any Agent or any
Lender pursuant hereto or thereto on or prior to each such date are true and
correct in all material respects (except that such materiality qualifier shall
not apply to any representation or warranty that already is qualified or
modified by materiality in the text thereof) on and as of such date as though
made on and as of such date (except to the extent any such representation or
warranty relates specifically to a prior date, in which case such
representation or warranty shall have been true and correct in all material
respects (except that such materiality qualifier shall not apply to any
representation or warranty that already is qualified or modified by materiality
in the text thereof) as of such date), (C) the Parent and its Subsidiaries
shall be in compliance, on a pro forma basis after giving effect to the
incurrence of Indebtedness contemplated by the Facilities Increase, with the
financial covenants set forth in Section 7.03, recomputed as at the last
day of the most recently ended fiscal quarter of the Parent for which financial
statements have been delivered pursuant to Section 7.01(a)(i) or (ii) are
available, as if such Indebtedness had been incurred on the first day of each
relevant period for testing such compliance, (D) at the time of the
Facilities Increase, the conditions precedent to each extension of credit under
the Loan Documents shall have been satisfied or waived in writing by the
Administrative Agent and the Required Lenders, (E) the revolving loans
contemplated by the Facilities Increase shall rank pari passu in right of
payment and security with the Revolving Loans and the terms and conditions of
such new revolving loans shall be substantially the same as the terms and
conditions for the Revolving Loans (it being agreed and understood that if the
interest rates applicable to the revolving loans contemplated by the Facilities
Increase are greater than the interest rates for the Revolving Loans, then the
interest rates for the Revolving Loans shall be increased to the extent
necessary so that the interest rates applicable to the revolving loans
contemplated by the Facilities Increase do not exceed the interest rates for
the Revolving Loans), (F) the Lenders shall have agreed to provide the
Facilities Increase (it being understood and agreed that no Lender has any
obligation whatsoever to provide all or any portion of the Facilities Increase)
or, if the Lenders do not provide the Facilities Increase, other financial


 


36














 


institutions, reasonably
acceptable to the Administrative Agent and the Borrower, shall have committed
to be Lenders under and fund the Facilities Increase, and (G) all
reasonable out-of-pocket fees, costs and expenses of the Agents (including,
without limitation, legal fees, costs and expenses) in respect of the
Facilities Increase shall have been paid. 
In addition, the Agents shall have received such agreements, amendments,
instruments, approvals, legal opinions and other documents, each in form and
substance reasonably satisfactory to the Agents, as the Agents shall reasonably
request.


 


(iii)                                  Notwithstanding
anything herein to the contrary, no Lender shall have any obligation to provide
or otherwise participate in the Facilities Increase.


 


(iv)                                 On any Facilities
Increase Effective Date, (A) each Lender immediately prior to such
increase will automatically and without further act be deemed to have assigned
to each Lender providing a portion of the Facilities Increase (each, a “Facilities
Increase Lender”) in respect of such increase, and each such Facilities
Increase Lender will automatically and without further act be deemed to have
assumed a portion of such Lender’s participations hereunder in outstanding
Letters of Credit such that, after giving effect to each such deemed assignment
and assumption of participations, the percentage of the aggregate outstanding
participations hereunder in Letters of Credit held by each Lender (including
each such Facilities Increase Lender) will equal the percentage of the
aggregate Revolving Credit Commitments of all Lenders represented by such
Lender’s Revolving Credit Commitment and (ii) if, on the date of such
Facilities Increase, there are any Revolving Loans outstanding, such Revolving
Loans shall on or prior to the effectiveness of such Facilities Increase be
prepaid from the proceeds of additional Revolving Loans made hereunder
(reflecting such increase in the Revolving Credit Commitments), which
prepayment shall be accompanied by accrued interest on the Revolving Loans
being prepaid and any costs incurred by any Lender in accordance with Section 2.10.


 


Section 2.02                                Making the
Revolving Loans.


 


(a)                                    The Borrower
shall give the Administrative Agent prior written notice in substantially the
form of Exhibit D hereto (a “Notice of Borrowing”), not later than
12:00 noon (Chicago, Illinois time), with notice of such Notice of
Borrowing to be provided by the Administrative Agent to the Lenders no later
than the close of business (Chicago, Illinois time) on the Business Day
received, (x) in the case of a borrowing consisting of a Reference Rate
Loan, on the date which is one Business Day prior to the date of the proposed
Revolving Loan and (y) in the case of a borrowing consisting of a LIBOR
Rate Loan, on the date which is three Business Days prior to the date of the
proposed Revolving Loan. Such Notice of Borrowing shall be irrevocable and
shall specify (i) the principal amount of the proposed Revolving Loan,
(ii) whether such Revolving Loan is requested to be a Reference Rate Loan
or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial
Interest Period with respect thereto, and (iii) the proposed borrowing
date, which must be a Business Day.  The
Agents and the Lenders may act without liability upon the basis of written,


 


37

















 


telecopied or telephonic
notice believed by the Agents in good faith to be from the Borrower (or from
any Authorized Officer thereof designated in writing purportedly from the
Borrower to the Agents).  Each Agent and
each Lender shall be entitled to rely conclusively on any Authorized Officer’s
authority to request a Revolving Loan on behalf of the Borrower until the
Agents receives written notice to the contrary. The Agents and the Lenders shall
have no duty to verify the authenticity of the signature appearing on any
written Notice of Borrowing.


 


(b)                          Each Notice of
Borrowing pursuant to this Section 2.02 shall be irrevocable and the
Borrower shall be bound to make a borrowing in accordance therewith. Each
Revolving Loan shall be made in a minimum amount of $1,000,000 and shall be in
an integral multiple of $500,000.


 


(c)                           (i)                           Except as
otherwise provided in this subsection 2.02(c), all Revolving Loans under this
Agreement shall be made by the Lenders simultaneously and proportionately to
their Pro Rata Shares of the Total Revolving Credit Commitment, it being
understood that no Lender shall be responsible for any default by any other
Lender in that other Lender’s obligations to make a Revolving Loan requested
hereunder, nor shall the Revolving Credit Commitment of any Lender be increased
or decreased as a result of the default by any other Lender in that other
Lender’s obligation to make a Revolving Loan requested hereunder, and each
Lender shall be obligated to make the Revolving Loans required to be made by it
by the terms of this Agreement regardless of the failure by any other Lender.


 


(ii)                                         Notwithstanding
any other provision of this Agreement, and in order to reduce the number of
fund transfers among the Borrower, the Agents and the Lenders, the Borrower,
the Agents and the Lenders agree that the Administrative Agent may (but shall
not be obligated to), and the Borrower and the Lenders hereby irrevocably
authorize the Administrative Agent to, fund, on behalf of the Lenders,
Revolving Loans pursuant to Section 2.01, subject to the procedures for
settlement set forth in subsection 2.02(d); provided, however,
that (a) the Administrative Agent shall in no event fund any such
Revolving Loans if the Administrative Agent shall have received written notice
from the Required Lenders on the Business Day prior to the date of the proposed
Revolving Loan that one or more of the conditions precedent contained in
Section 5.02 will not be satisfied at the time of the proposed Revolving
Loan, and (b) the Administrative Agent shall not otherwise be required to
determine that, or take notice whether, the conditions precedent in Section 5.02
have been satisfied. If the Borrower gives a Notice of Borrowing requesting a
Revolving Loan and the Administrative Agent elects not to fund such Revolving
Loan on behalf of the Lenders, then promptly after receipt of the Notice of
Borrowing requesting such Revolving Loan, the Administrative Agent shall notify
each Lender that it will not be funding the requested Revolving Loan on behalf
of the Lenders. If the Administrative Agent notifies the Lenders that it will
not fund a requested Revolving Loan on behalf of the Lenders, each Lender shall
make its Pro Rata Share of the Revolving Loan available to the Administrative
Agent, in immediately available funds, in the Administrative Agent’s Account no
later than 3:00 p.m. (Chicago, Illinois time) (provided that the
Administrative Agent requests payment from such Lender not


 


38

















 


later than 12:00 noon
(Chicago, Illinois time)) on the date of the proposed Revolving Loan. The
Administrative Agent will make the proceeds of such Revolving Loans available
to the Borrower on the day of the proposed Revolving Loan by causing an amount,
in immediately available funds, equal to the proceeds of all such Revolving
Loans received by the Administrative Agent in the Administrative Agent’s
Account or the amount funded by the Administrative Agent on behalf of the
Lenders to be deposited in an account designated by the Borrower.


 


(iii)                               If the
Administrative Agent has notified the Lenders that the Administrative Agent, on
behalf of the Lenders, will not fund a particular Revolving Loan pursuant to
subsection 2.02(c)(ii), the Administrative Agent may assume that each such
Lender has made such amount available to the Administrative Agent on such day
and the Administrative Agent, in its sole discretion, may, but shall not be
obligated to, cause a corresponding amount to be made available to the Borrower
on such day. If the Administrative Agent makes such corresponding amount
available to the Borrower and such corresponding amount is not in fact made
available to the Administrative Agent by any such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from
such Lender together with interest thereon, for each day from the date such
payment was due until the date such amount is paid to the Administrative Agent,
at the Federal Funds Rate for three Business Days and thereafter at the
Reference Rate. During the period in which such Lender has not paid such
corresponding amount to the Administrative Agent, notwithstanding anything to
the contrary contained in this Agreement or any other Loan Document, the amount
so advanced by the Administrative Agent to the Borrower shall, for all purposes
hereof, be a Revolving Loan made by the Administrative Agent for its own
account. Upon any such failure by a Lender to pay the Administrative Agent, the
Administrative Agent shall promptly thereafter notify the Borrower of such
failure and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent for its own account.


 


(iv)                              Nothing in this
subsection 2.02(c) shall be deemed to relieve any Lender from its
obligations to fulfill its Revolving Credit Commitment hereunder or to
prejudice any rights that the Administrative Agent or the Borrower may have
against any Lender as a result of any default by such Lender hereunder.


 


(d)                                 (i)                                     With respect to
all periods for which the Administrative Agent has funded Revolving Loans
pursuant to subsection 2.02(c), on Friday of each week, or if the applicable
Friday is not a Business Day, then on the following Business Day, or such shorter
period as the Administrative Agent may from time to time select (any such week
or shorter period being herein called a “Settlement Period”), the
Administrative Agent shall notify each Lender of the unpaid principal amount of
the Revolving Loans outstanding as of the last day of each such Settlement
Period.  In the event that such amount is
greater than the unpaid principal amount of the Revolving Loans outstanding on
the last day of the Settlement Period immediately preceding such Settlement
Period (or, if there has been no preceding Settlement Period, the amount of the
Revolving Loans made on the date of such Lender’s initial funding), each Lender
shall promptly (and in any event not later than 2:00 p.m. (Chicago,


 


39

















 


Illinois time) if the
Administrative Agent requests payment from such Lender not later than 12:00
noon (Chicago, Illinois time) on such day) make available to the
Administrative Agent its Pro Rata Share of the difference in immediately available
funds. In the event that such amount is less than such unpaid principal amount,
the Administrative Agent shall promptly pay over to each Lender its Pro Rata
Share of the difference in immediately available funds. In addition, if the
Administrative Agent shall so request at any time when a Default or an Event of
Default shall have occurred and be continuing, or any other event shall have
occurred as a result of which the Administrative Agent shall determine that it
is desirable to present claims against the Borrower for repayment, each Lender
shall promptly remit to the Administrative Agent or, as the case may be, the
Administrative Agent shall promptly remit to each Lender, sufficient funds to
adjust the interests of the Lenders in the then outstanding Revolving Loans to
such an extent that, after giving effect to such adjustment, each such Lender’s
interest in the then outstanding Revolving Loans will be equal to its Pro Rata
Share thereof.  The obligations of the Administrative
Agent and each Lender under this subsection 2.02(d) shall be absolute and
unconditional. Each Lender shall only be entitled to receive interest on its
Pro Rata Share of the Revolving Loans which have been funded by such Lender.


 


(ii)                                     In the event
that any Lender fails to make any payment required to be made by it pursuant to
subsection 2.02(d)(i), the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest
thereon, for each day from the date such payment was due until the date such
amount is paid to the Administrative Agent, at the Federal Funds Rate for three
Business Days and thereafter at the Reference Rate. During the period in which
such Lender has not paid such corresponding amount to the Administrative Agent,
notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document, the amount so advanced by the Administrative Agent to the
Borrower shall, for all purposes hereof, be a Revolving Loan made by the
Administrative Agent for its own account. Upon any such failure by a Lender to
pay the Administrative Agent, the Administrative Agent shall promptly
thereafter notify the Borrower of such failure and the Borrower shall
immediately pay such corresponding amount to the Administrative Agent for its
own account. Nothing in this subsection 2.02(d)(ii) shall be deemed to
relieve any Lender from its obligation to fulfill its Revolving Credit
Commitment hereunder or to prejudice any rights that the Administrative Agent
or the Borrower may have against any Lender as a result of any default by such
Lender hereunder.


 


Section 2.03                                Repayment of
Revolving Loans; Evidence of Debt.


 


(a)                          The outstanding
principal of all Revolving Loans shall be due and payable on the Final Maturity
Date.


 


(b)                          Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of the Borrower to such Lender resulting from each
Revolving Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


 


40

















 


(c)                           The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Revolving Loan made hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof.


 


(d)                          Subject to the
Register described in Section 12.07(d), the entries made in the accounts
maintained pursuant to paragraph (b) or (c) of this Section shall
be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Revolving
Loans in accordance with the terms of this Agreement.


 


(e)                           Any Lender may
request that Revolving Loans made by it be evidenced by a promissory note. In
such event, the Borrower shall execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) in a form furnished by the Collateral
Agent and reasonably acceptable to the Borrower. Thereafter, the Revolving
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 12.07) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).


 


Section 2.04                                Interest.


 


(a)                          Reference Rate
Loans. Each Reference Rate Loan shall bear interest on the principal amount
thereof from time to time outstanding, from the date of such Revolving Loan
until such principal amount becomes due, at a rate per annum equal to the
Reference Rate plus 3.00%.


 


(b)                          LIBOR Rate
Loans. Each LIBOR Rate Loan shall bear interest on the principal amount
thereof from time to time outstanding, from the date of such Revolving Loan
until such principal amount becomes due, at a rate per annum equal to the LIBOR
Rate plus 4.00%.


 


(c)                           Default
Interest. To the extent permitted by law, upon the
occurrence and during the continuance of an Event of Default and the giving of
notice by the Administrative Agent to the Borrower (which the Administrative
Agent shall provide at the election of, and upon direction from, the Required
Lenders), (i) the principal of, and all accrued and unpaid interest on,
all Revolving Loans, fees, indemnities, outstanding Reimbursement Obligations
or any other Obligations of the Loan Parties under this Agreement and the other
Loan Documents, shall bear interest, from the date such Event of Default
occurred until the date such Event of Default is cured or waived in writing in
accordance herewith, at a rate per annum equal at all times to the Post-Default
Rate, and (ii) the Letter of Credit Fees shall be increased by two
percentage points above the per annum rate otherwise applicable hereunder.


 


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(d)                                 Interest
Payment.  Interest on each Reference
Rate Loan shall be payable quarterly, in arrears, on the last day of each
quarter (commencing on June 30, 2010), and at maturity (whether upon
demand, by acceleration or otherwise). 
Interest on each LIBOR Rate Loan shall be payable in arrears, on the
last day of each Interest Period of such LIBOR Rate Loan, at maturity (whether
upon demand, by acceleration or otherwise), and, if the applicable Interest
Period is longer than three months, on each day occurring every three (3) months
after the commencement of such Interest Period. 
Interest on Reimbursement Obligations shall be payable when such
Reimbursement Obligation is due and payable. Interest at the Post-Default Rate
shall be payable on demand.  Each
Borrower hereby authorizes the Administrative Agent to, and the Administrative
Agent may, from time to time, charge the Loan Account pursuant to Section 4.02
with the amount of any interest payment due hereunder.


 


(e)                                  General. All interest
shall be computed (i) with respect to LIBOR Rate Loans, on the basis of a
year of 360 days for the actual number of days, including the first day but
excluding the last day, elapsed and (ii) with respect to Reference Rate
Loans, on the basis of a year of 365 or 366 days, as applicable, for the actual
number of days, including the first day but excluding the last day, elapsed.


 


Section 2.05                             Reduction of
Revolving Credit Commitment; Prepayment of Revolving Loans.


 


(a)                                 Reduction of
Revolving Credit Commitments.  The Total Revolving Credit Commitment shall
terminate on the Final Maturity Date. The Borrower may, without premium or
penalty, reduce the Total Revolving Credit Commitment to an amount (which may
be zero) not less than the sum of (A) the aggregate unpaid principal
amount of all Revolving Loans then outstanding, (B) the aggregate
principal amount of all Revolving Loans not yet made as to which a Notice of
Borrowing has been given by the Borrower under Section 2.02, (C) the
Letter of Credit Obligations at such time and (D) the stated amount of all
Letters of Credit not yet issued as to which a request has been made and not
withdrawn.  Each such reduction shall be
in an amount which is an integral multiple of $1,000,000 (unless the Total
Revolving Credit Commitment in effect immediately prior to such reduction is
less than $1,000,000), shall be made by providing not less than three (3) Business
Days’ prior written notice to the Administrative Agent and shall be
irrevocable, provided that such notice delivered by the Borrower may
state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied, provided further that the Borrower
shall remain obligated to make any payments pursuant to Section 2.10 as
though they had failed to repay a LIBOR Rate Loan.  Once reduced, the Total Revolving Credit
Commitment may not be increased. Each such reduction of the Total Revolving
Credit Commitment shall reduce the Revolving Credit Commitment of each Lender
proportionately in accordance with its Pro Rata Share thereof.


 


(b)                                 Optional
Prepayment of Revolving Loans. The Borrower may prepay
without penalty or premium the principal of any Revolving Loan, in whole or in
part.


 


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(i)                                        Prepayment In
Full.  The Borrower may, upon at
least three (3) Business Days prior written notice to the Administrative
Agent, terminate this Agreement by paying to the Administrative Agent, in cash,
the Obligations then due and payable (including either (A) Cash
Collateralization of the Letter of Credit Obligations or (B) causing the
original Letters of Credit to be returned to the Administrative Agent), in
full.  If the Borrower has sent a notice
of termination pursuant to this clause (iii), then the Lenders’ obligations to
extend credit hereunder shall terminate and the Borrower shall be obligated to
repay the Obligations then outstanding (including either (A) Cash
Collateralization of the Letter of Credit Obligations or (B) causing the
original Letters of Credit to be returned to the Administrative Agent), in
full, on the date set forth as the date of termination of this Agreement in
such notice, except that such notice may be conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied, provided that the Borrower
shall indemnify the Lenders against any loss or expense incurred therefrom in
accordance with Section 2.10.


 


(c)                                  Mandatory
Prepayment.  The
Borrower will immediately prepay the Revolving Loans at any time when the
aggregate principal amount of all Revolving Loans plus the outstanding amount
of all Letter of Credit Obligations exceeds the Total Revolving Credit
Commitment, to the full extent of any such excess.


 


(d)                                 Interest and
Fees. Any prepayment made pursuant to this Section 2.05 (other than prepayments
made pursuant to subsection (c) of this Section 2.05) shall be
accompanied by accrued interest on the principal amount being prepaid to the
date of prepayment, and if such prepayment would reduce the amount of the
outstanding Revolving Loans to zero at a time when the Total Revolving Credit
Commitment has been terminated, such prepayment shall be accompanied by the
payment of all fees accrued to such date pursuant to Section 2.06. Any
prepayment of a LIBOR Rate Loan shall be accompanied by any payment required
under Section 2.10.


 


Section 2.06                                Fees.


 


(a)                                    Closing Fee to
Lenders; Fee Letter.  The
Borrower shall pay to the Administrative Agent, for the account of each Lender,
a closing fee in an amount equal to 2.00% of such Lender’s Revolving Credit
Commitment as of the Effective Date.  As
and when due and payable under the terms of the Fee Letter, the Borrower shall
pay the fees set forth in the Fee Letter.


 


(b)                                    Unused Line Fee. From and
after the Effective Date and until the Final Maturity Date, the Borrower shall
pay to the Administrative Agent for the account of the Lenders, in accordance
with their Pro Rata Shares, an unused line fee (the “Unused Line Fee”),
which shall accrue at the rate per annum of 0.75% on the excess, if any, of the
Total Revolving Credit Commitment over the sum of the average principal amount
of all Revolving Loans and Letter of Credit Obligations outstanding from time
to time for the


 


43

















 


immediately preceding
quarter and shall be payable quarterly in arrears on the last day of each
quarter commencing June 30, 2010.


 


Section 2.07                                [Reserved.]


 


Section 2.08                                Taxes.


 


(a)                                    Any and all
payments by any Loan Party hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all interest,
penalties, additions to tax or other liabilities with respect thereto, excluding
(i) taxes imposed on the net income of, and any franchise taxes imposed on
(in lieu of net income taxes), any Agent, any Lender or the L/C Issuer (or any
assignee or any participation holder thereof (any such entity, a “Transferee”))
(A) by the jurisdiction (or any political subdivision thereof) in which
such Person is organized or has its principal lending office or (B) by
reason of a present or former connection between the recipient and the
jurisdiction imposing such tax (other than such connection arising solely from
such recipient having executed, delivered or performed its obligations under,
or enforced, this Agreement or any other Loan Documents), (ii) branch
profits tax imposed by a jurisdiction described in clause (i), (iii) United
States backup withholding tax resulting from the failure to comply with Section 2.08(d),
(iv) taxes, penalties or backup withholding tax imposed due to a failure
by any Agent, any Lender or the L/C Issuer (or any Transferee) or any foreign
financial institution through which payments under this Agreement are made to
comply with any applicable certification, documentation, information or other
reporting requirement concerning the nationality, residence, identity, direct
or indirect ownership of or investment in, or connection with the United States
of America of the Agent, any Lender or the L/C Issuer (or any Transferee) or
any foreign financial institution through which payments under this Agreement
are made if such compliance is required by the Foreign Account Tax Compliance
provisions included in the Hiring Incentives to Restore Employment Act (Pub. L.
111-147) or any federal regulation promulgated or Revenue Ruling, Revenue
Procedure, or Notice (to the extent such Notice provides formal, definitive
guidance) issued by the U.S. Internal Revenue Service thereunder as a
precondition to relief or exemption from such tax, assessment or other
governmental charge, or (v) any obligation to withhold amounts with
respect to United States withholding tax existing on the date any Agent,
Lender, or the L/C Issuer (or any Transferee) became a party to this Agreement
(or in the case of a Transferee, on the date such Transferee became a
Transferee hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S. Lender designated such New Lending Office with respect to a
Revolving Loan (provided, that this clause (v) shall only be
applicable to a Transferee or upon a designation of a New Lending Office with
respect to United States withholding taxes that are in excess of the United
States withholdings taxes that were already applicable to the transferor or the
Non-U.S. Lender prior to the designation of the New Lending Office and this
clause (v) shall not apply with respect to a designation of a New Lending
Office solely made at the request of the Borrower or one of its Affiliates)
(all such nonexcluded taxes, levies, imposts, deductions, charges withholdings
and liabilities, collectively or individually, “Taxes”; all such
excluded taxes, levies, imposts, deductions, charges withholdings and
liabilities, collectively or individually, “Excluded Taxes”).  If any Loan Party shall be required to


 


44

















 


deduct any Taxes from or in
respect of any sum payable hereunder to any Agent, any Lender or the L/C Issuer
(or any Transferee), (i) the sum payable shall be increased by the amount
(an “Additional Amount”) necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.08) such Agent, such Lender or the L/C Issuer (or such
Transferee) shall receive an amount equal to the sum it would have received had
no such deductions been made, (ii) such Loan Party shall make such
deductions and (iii) such Loan Party shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.


 


(b)                                    In addition,
each Loan Party agrees to pay to the relevant Governmental Authority in
accordance with applicable law any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies that arise
from any payment made hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or any other Loan Document (“Other
Taxes”). Each Loan Party shall deliver to each Agent, each Lender, each
Transferee and the L/C Issuer official receipts (or, if an official receipt is
not available, such other evidence of payment as shall be reasonably
satisfactory to the Collateral Agent, Lender, Transferee or L/C Issuer) in respect
of any Taxes or Other Taxes payable hereunder promptly after payment of such
Taxes or Other Taxes.


 


(c)                                     The Loan
Parties hereby jointly and severally indemnify and agree to hold each Agent,
each Lender, each Transferee and the L/C Issuer harmless from and against Taxes
and Other Taxes (including, without limitation, Taxes and Other Taxes imposed
on any amounts payable under this Section 2.08) paid by such Person,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
Such indemnification shall be paid within 10 days from the date on which any
such Person makes written demand therefore specifying in reasonable detail the
nature and amount of such Taxes or Other Taxes.


 


(d)                                    Each Lender (or
Transferee), Agent and L/C Issuer that is organized under the laws of a
jurisdiction outside the United States (a “Non-U.S. Lender”) agrees that
it shall, no later than the Effective Date (or, in the case of a Transferee
which becomes a party hereto pursuant to Section 12.07 hereof after the
Effective Date, promptly after the date upon which such Transferee becomes a
party hereto) deliver to the Agents (or in the case of an assignee of a Lender
which (x) is an Affiliate of such Lender or a Related Fund of such Lender
and (y) does not deliver an Assignment and Acceptance to the
Administrative Agent pursuant to the last sentence of Section 12.07(b), to
the assigning Lender only, and in the case of a participant, to the Lender (or
Transferee) granting the participation only) two properly completed and duly
executed originals of either U.S. Internal Revenue Service Form W-8BEN,
W-8ECI or W-8IMY, as applicable, or any subsequent versions thereof or
successors thereto, in each case claiming complete exemption from, or reduced
rate of, U.S. federal withholding tax with respect to payments hereunder.  In addition, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Internal Revenue Code, such Non-U.S. Lender hereby
represents to the Agents (or, (i) in the case of an assignee of a Lender
which is an Affiliate of such Lender or a Related Fund of such Lender to the
assigning Lender only and (ii) in the case of a participant, to the Lender
or Transferee granting such participation) that such Non-


 


45

















 


U.S. Lender is not a bank
for purposes of Section 881(c) of the Internal Revenue Code, is not a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Internal Revenue Code), and such Non-U.S. Lender agrees that it shall
promptly notify the Agents, assigning Lender or Lender (or Transferee) granting
the participation, as applicable, in the event any such representation is no
longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of a
Transferee, on or before the date such Transferee becomes a Transferee
hereunder) and on or before the date, if any, such Non-U.S. Lender changes its
applicable lending office by designating a different lending office (a “New
Lending Office”).  In addition, such
Non-U.S. Lender shall deliver such forms within 20 days after receipt of a
written request therefor from any Agent, the assigning Lender or the Lender
granting a participation, as applicable. 
Notwithstanding any other provision of this Section 2.08, a Non-U.S.
Lender shall not be required to deliver any form pursuant to this Section 2.08(d) that
such Non-U.S. Lender is not legally able to deliver. Each Lender (or
Transferee), Agent and L/C Issuer that is a United States person as that term
is defined in Section 7701(a)(30) of the Internal Revenue Code (a “U.S.
Lender”), other than a Lender (or Transferee), Agent and L/C Issuer that
may be treated as an exempt recipient based on the indicators described in
Treasury Regulation Section 1.6049-4(c)(1)(ii), hereby agrees that it
shall, no later than the Effective Date (or, in the case of a Transferee which
becomes a party hereto pursuant to Section 12.07 hereof after the
Effective Date, promptly after the date upon which such Transferee becomes a
party hereto), deliver to the Agents (or in the case of an assignee of a Lender
which (x) is an Affiliate of such Lender or a Related Fund of such Lender
and (y) does not deliver an Assignment and Acceptance to the
Administrative Agent pursuant to the last sentence of Section 12.07(b), to
the assigning Lender only, and in the case of a participant, to the Lender (or
Transferee) granting the participation only) two properly completed and duly
executed originals of U.S. Internal Revenue Service Form W-9 or successor
form, certifying that such Lender (or Transferee), Agent or L/C Issuer, as the
case may be, is on the date of delivery thereof entitled to an exemption from
United States backup withholding tax. Notwithstanding any other provision of
this Section 2.08, a U.S. Lender shall not be required to deliver any form
pursuant to this Section 2.08(d) that such U.S. Lender is not legally
able to deliver.


 


(e)                                     The Loan
Parties shall not be required to indemnify any Non-U.S. Lender, or pay any
Additional Amounts to any Non-U.S. Lender, in respect of U.S. federal
withholding tax pursuant to this Section 2.08 to the extent that the
obligation to pay such Additional Amounts would not have arisen but for a
failure by such Non-U.S. Lender to comply with the provisions of clause (d) above.


 


(f)                                      Any Agent, any
Lender or the L/C Issuer (or Transferee) claiming any indemnity payment or
additional payment amounts payable pursuant to this Section 2.08 shall use
reasonable efforts (consistent with legal and regulatory restrictions) to file
any certificate or document reasonably requested in writing by the Borrower or
to change the jurisdiction of its applicable lending office if the making of
such a filing or change would avoid the need for or reduce the amount of any
such indemnity payment or Additional


 


46














 


Amount that may thereafter
accrue, would not require such Agent, such Lender or the L/C Issuer (or
Transferee) to disclose any information such Agent, such Lender or the L/C
Issuer (or Transferee) deems confidential and would not, in the sole
determination of such Agent, such Lender or the L/C Issuer (or Transferee), be
otherwise disadvantageous to such Agent, such Lender or the L/C Issuer (or
Transferee).


 


(g)                                If an Agent,
Lender (or Transferee) or L/C Issuer determines, in its reasonable discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by a Loan Party or with respect to which a Loan Party has paid
Additional Amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of the amounts paid by the
Borrower to such Agent, Lender (or Transferee) or L/C Issuer in respect of the
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of such Agent, Lender (or Transferee) or L/C Issuer, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that the Borrower, upon the
request of such Agent, Lender (or Transferee) or L/C Issuer, agrees to repay
the amount paid over to the Loan Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such Agent, Lender
or L/C Issuer in the event such Agent, Lender (or Transferee) or L/C Issuer is
required to repay such refund to such Governmental Authority. This paragraph
shall not be construed to require an Agent, Lender or L/C Issuer to make
available its tax returns (or any other information that it deems confidential
in its sole discretion) to Borrower or any other person. Notwithstanding
anything to the contrary, in no event will any Agent, Lender (or Transferee) or
L/C Issuer be required to pay any amount to a Loan Party the payment of which
would place such Agent, Lender (or Transferee) or L/C Issuer in a less
favorable net after-tax position than such Agent, Lender (or Transferee) or L/C
Issuer would have been in if the Additional Amounts giving rise to such refund
of any Taxes or Other Taxes had never been paid.`


 


(h)                                The obligations
of the Loan Parties under this Section 2.08 shall survive the termination
of this Agreement and the payment of the Revolving Loans and all other amounts
payable hereunder.


 


Section 2.09                                      LIBOR Not
Determinable; Illegality.


 


(a)                                 Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or
prior to the first day of any Interest Period for any borrowing of LIBOR Rate
Loans:


 


(i)                                   the
Administrative Agent determines that deposits in Dollars (in the applicable
amounts) are not being offered to it in the interbank eurodollar market for
such Interest Period, or that by reason of circumstances affecting the
interbank eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable LIBOR, or


 


(ii)                                the Required
Lenders advise the Administrative Agent that (i) LIBOR as determined by
the Administrative Agent will not adequately and fairly


 


47

















 


reflect the cost to such
Lenders of funding their LIBOR Rate Loans for such Interest Period or (ii) that
the making or funding of LIBOR Rate Loans become impracticable,


 


then the Administrative
Agent shall forthwith give notice thereof to the Borrower and the Lenders,
whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations
of the Lenders to make LIBOR Rate Loans shall be suspended.


 


(b)                                    Change of Law.  Notwithstanding any other provisions of this
Agreement or any other Loan Document, if at any time any change in applicable law
or regulation or in the interpretation thereof makes it unlawful for any Lender
to make or continue to maintain any LIBOR Rate Loans or to perform its
obligations as contemplated hereby, such Lender shall promptly give notice
thereof to the Borrower and such Lender’s obligations to make or maintain LIBOR
Rate Loans under this Agreement shall be suspended until it is no longer
unlawful for such Lender to make or maintain LIBOR Rate Loans. The Borrower
shall prepay on demand the outstanding principal amount of any such affected
LIBOR Rate Loans, together with all interest accrued thereon and all other
amounts then due and payable to such Lender under this Agreement; provided,
however, subject to all of the terms and conditions of this Agreement,
the Borrower may then elect to borrow the principal amount of the affected
LIBOR Rate Loans from such Lender by means of Reference Rate Loans from such
Lender, which Reference Rate Loans shall not be made ratably by the Lenders but
only from such affected Lender.


 


Section 2.10                                   Funding
Indemnity.


 


If any Lender shall incur
any loss, cost or expense (including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan or
the relending or reinvesting of such deposits or amounts paid or prepaid to
such Lender) as a result of:


 


(a)                                     any payment,
prepayment or conversion of a LIBOR Rate Loan or on a date other than the last
day of its Interest Period,


 


(b)                                    any failure
(because of a failure to meet the conditions of ARTICLE V or otherwise) by
the Borrower to borrow or continue a LIBOR Rate Loan, or to convert a Reference
Rate Loan into a LIBOR Rate Loan on the date specified in a notice given pursuant
to Section 2.02 hereof,


 


(c)                                     any failure by
the Borrower to make any payment of principal on any LIBOR Rate Loan when due
(whether by acceleration or otherwise), or


 


(d)                                    any
acceleration of the maturity of a LIBOR Rate Loan as a result of the occurrence
of any Event of Default hereunder,


 


then, upon the demand of
such Lender, the Borrower shall pay to such Lender such amount as will
reimburse such Lender for such loss, cost or expense. If any Lender makes such
a


 


48

















 


claim for compensation, it
shall provide to the Borrower, with a copy to the Administrative Agent, a
certificate setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for and the computation
of such loss, cost or expense) and the amounts shown on such certificate shall
be conclusive if reasonably determined.


 


Section 2.11                                Continuation
and Conversion of Revolving Loans.


 


(a)                                  The Borrower
may from time to time request LIBOR Rate Loans or may request that a Revolving
Loan that is a Reference Rate Loan be converted to a LIBOR Rate Loan or that
any existing LIBOR Rate Loans continue for an additional Interest Period. Such
request from the Borrower shall be in writing and shall specify the amount of
the LIBOR Rate Loans or the amount of the Reference Rate Loans to be converted
to LIBOR Rate Loans or the amount of the LIBOR Rate Loans to be continued
(subject to the limits set forth below) and the Interest Period to be
applicable to such LIBOR Rate Loans. Subject to the terms and conditions
contained herein, three (3) Business Days after receipt by the
Administrative Agent of such a request from the Borrower, such LIBOR Rate Loans
shall be made or Reference Rate Loans shall be converted to LIBOR Rate Loans or
such LIBOR Rate Loans shall continue, as the case may be, provided, that, (i) no
Event of Default shall exist or have occurred and be continuing, (ii) no
party hereto shall have sent any notice of termination of this Agreement, (iii) no
more than five Interest Periods may be in effect at any one time, (iv) the
aggregate amount of the LIBOR Rate Loans must be in an amount not less than
$1,000,000 or an integral multiple of $500,000 in excess thereof, and (v) the
Administrative Agent shall not have notified the Borrower that LIBOR Rate Loans
are unavailable pursuant to Section 2.09. 
Any request by or on behalf of the Borrower for LIBOR Rate Loans or to
convert Reference Rate Loans to LIBOR Rate Loans or to continue any existing
LIBOR Rate Loans shall be irrevocable. 
Notwithstanding anything to the contrary contained herein, the Agents
and Lenders shall not be required to purchase United States Dollar deposits in
the London interbank market or other applicable LIBOR Rate market to fund any
LIBOR Rate Loans, but the provisions hereof shall be deemed to apply as if the
Agents and Lenders had purchased such deposits to fund the LIBOR Rate Loans.


 


(b)                                    Any LIBOR Rate
Loans shall automatically convert to Reference Rate Loans upon the last day of
the applicable Interest Period, unless the Administrative Agent has received a
request to continue such LIBOR Rate Loans at least three (3) Business Days
prior to such last day in accordance with the terms hereof.


 


Section 2.12                                   Lending Offices.


 


Each Lender may, at its
option, elect to make its Revolving Loans hereunder at the branch, office or
affiliate specified on the appropriate signature page hereof (each a “Lending
Office”) for each type of Revolving Loan available hereunder or at such
other of its branches, offices or affiliates as it may from time to time elect
and designate in a written notice to the Borrower and the Administrative Agent.
To the extent reasonably possible, a Lender shall designate an alternative
branch or funding office with respect to its LIBOR Rate Loans to reduce any
liability of the Borrower to such Lender under Section 4.05 hereof or to


 


49

















 


avoid the unavailability of
LIBOR Rate Loans under Section 2.09(a) hereof, so long as such designation
is not otherwise disadvantageous to the Lender.


 


Section 2.13                                   Discretion of
Lender as to Manner of Funding.


 


Notwithstanding any other
provision of this Agreement, each Lender shall be entitled to fund and maintain
its funding of all or any part of its Revolving Loans in any manner it sees
fit, it being understood, however, that for the purposes of this Agreement all
determinations hereunder with respect to LIBOR Rate Loans shall be made as if
each Lender had actually funded and maintained each LIBOR Rate Loan through the
purchase of deposits in the interbank eurodollar market having a maturity
corresponding to such Revolving Loan’s Interest Period, and bearing an interest
rate equal to LIBOR for such Interest Period.


 


Section 2.14                                   Defaulting
Lenders.


 


Anything contained herein to
the contrary notwithstanding, in the event that any Lender at any time is a
Defaulting Lender, then (a) during any Defaulting Lender Period with
respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to
be a “Lender” for purposes of voting on any matters (including the granting of
any consents or waivers) with respect to any of the Loan Documents and such
Defaulting Lender’s Revolving Credit Commitments shall be excluded for purposes
of determining “Required Lenders” (provided that the foregoing shall not permit
an increase in such Lender’s Revolving Credit Commitments or an extension of
the maturity date of such Lender’s Revolving Loans or other Obligations without
such Lender’s consent); (b) to the extent permitted by applicable law,
until such time as the Defaulting Lender Excess with respect to such Defaulting
Lender shall have been reduced to zero, any voluntary prepayment of the
Revolving Loans shall, if the Administrative Agent so directs at the time of
making such voluntary prepayment, be applied to the Revolving Loans of other
Lenders as if such Defaulting Lender had no Revolving Loans outstanding; (c) such
Defaulting Lender’s Revolving Credit Commitments and outstanding Revolving
Loans shall be excluded for purposes of calculating any Unused Line Fee payable
to Lenders pursuant to Section 2.06(b) in respect of any day during
any Defaulting Lender Period with respect to such Defaulting Lender, and such
Defaulting Lender shall not be entitled to receive any Unused Line Fee pursuant
to Section 2.06(b) with respect to such Defaulting Lender’s Revolving
Credit Commitment in respect of any Defaulting Lender Period with respect to
such Defaulting Lender (and any Letter of Credit fee otherwise payable to a
Lender who is a Defaulting Lender shall instead be paid to the L/C Issuer for
its use and benefit); (d) the utilization of Revolving Credit Commitments
as at any date of determination shall be calculated as if such Defaulting
Lender had funded all Revolving Loans of such Defaulting Lender; and (e) if
so requested by the L/C Issuer at any time during the Defaulting Lender Period
with respect to such Defaulting Lender, the Borrower shall deliver to the
Administrative Agent cash collateral in an amount equal to such Defaulting
Lender’s Percentage of Letter of Credit Obligations then outstanding.  No Revolving Credit Commitment of any Lender
shall be increased or otherwise affected, and, except as otherwise expressly
provided in this Section 2.14, performance by the Borrower of its
obligations hereunder and the other Loan Documents shall not be excused or
otherwise modified as a result of the operation of this Section 2.14. The
rights and remedies against a


 


50

















 


Defaulting Lender under this
Section 2.14 are in addition to other rights and remedies which the
Borrower may have against such Defaulting Lender and which the Administrative
Agent or any Lender may have against such Defaulting Lender.


 


ARTICLE III


 


LETTERS OF CREDIT


 


Section 3.01                                   Letters of
Credit.


 


(a)                                     General Terms. Subject to
the terms and conditions hereof, as part of the Total Revolving Credit
Commitments, the L/C Issuer shall issue standby letters of credit (each a “Letter
of Credit”) for the account of the Borrower or for the account of the
Borrower and one or more of its Subsidiaries in an aggregate undrawn face
amount up to the L/C Subfacility. Each Letter of Credit shall be issued by the
L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for
such Lender’s Pro Rata Share of the amount of each drawing thereunder and,
accordingly, each Letter of Credit shall constitute usage of the Revolving
Credit Commitment of each Lender pro rata in an amount equal to its Pro Rata
Share of the Letter of Credit Obligations then outstanding.


 


(b)                                    Applications.  At any time before the Final Maturity Date,
the L/C Issuer shall, at the request of the Borrower, issue one or more Letters
of Credit in Dollars, in a form satisfactory to the L/C Issuer, with expiration
dates no later than the earlier of 12 months from the date of issuance (or
which are cancelable not later than 12 months from the date of issuance and
each renewal) or thirty (30) days prior to the Final Maturity Date, in an
aggregate face amount as set forth above, upon the receipt of an application
duly executed by the Borrower and, if such Letter of Credit is for the account
of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit
in the form then customarily prescribed by the L/C Issuer for the Letter of
Credit requested (each a “Letter of Credit Application”). In the event
of any conflict between a Letter of Credit Application and this Agreement, this
Agreement shall govern to the extent of such conflict.  Notwithstanding anything contained in any
Letter of Credit Application to the contrary: (i) the Borrower shall pay
fees in connection with each Letter of Credit as set forth in Section 3.02
below, and (ii) if the L/C Issuer is not timely reimbursed for the amount
of any drawing under a Letter of Credit on the date such drawing is paid, the
Borrower’s obligation to reimburse the L/C Issuer for the amount of such
drawing shall bear interest (which the Borrower hereby promises to pay) from
and after the date such drawing is paid at a rate per annum equal to the sum of
the Reference Rate plus three percent (3.0%) (computed on the basis of a year
of 360 days, and the actual number of days elapsed).  If the L/C Issuer issues any Letter of Credit
with an expiration date that is automatically extended unless the L/C Issuer
gives notice that the expiration date will not so extend beyond its then
scheduled expiration date, unless the Administrative Agent or the Required
Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice
of non-renewal before the time necessary to prevent such automatic extension if
before such required notice date: (i) the expiration date of such Letter
of Credit if so extended would be after the Final Maturity Date, (ii) the
Revolving Credit Commitments have been terminated, or (iii) a Default or
an Event of Default exists and either


 


51

















 


the Administrative Agent or
the Required Lenders (with notice to the Administrative Agent) have given the
L/C Issuer instructions not to so permit the extension of the expiration date
of such Letter of Credit. The L/C Issuer agrees to issue amendments to the
Letter(s) of Credit increasing the amount, or extending the expiration
date, thereof at the request of the Borrower subject to the conditions of
ARTICLE V hereof and the other terms of this ARTICLE III.  Notwithstanding anything contained herein to
the contrary, the L/C Issuer shall be under no obligation to issue, extend or
amend any Letter of Credit if a default of any Lender’s obligations to fund
under Section 3.01(c) exists or any Lender is at such time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into
arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate
the L/C Issuer’s risk with respect to such Lender.


 


(c)                                     The
Reimbursement Obligations. Subject to Section 3.01(b) hereof,
the obligation of the Borrower to reimburse the L/C Issuer for all drawings
under a Letter of Credit (a “Reimbursement Obligation”) shall be
governed by the Letter of Credit Application related to such Letter of Credit,
except that reimbursement shall be made by no later than 12:00 Noon (Chicago
time) on the date when each drawing is to be paid if the Borrower has been
informed of such drawing by the L/C Issuer on or before 11:00 a.m.
(Chicago time) on the date when such drawing is to be paid or, if notice of
such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on
the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago
time) on the following Business Day, in immediately available funds at the
Administrative Agent’s principal office in Chicago, Illinois, or such
other office as the Administrative Agent may designate in writing to the
Borrower (who shall thereafter cause to be distributed to the L/C Issuer such
amount(s) in like funds).  If the
Borrower does not make any such reimbursement payment on the date due and the
Participating Lenders fund their participations therein in the manner set forth
in Section 3.01(e) below, then all payments thereafter received by
the Administrative Agent in discharge of any of the relevant Reimbursement
Obligations shall be distributed in accordance with Section 3.01(e) below.


 


(d)                                    Obligations
Absolute. The Borrower’s obligation to reimburse Letter of
Credit Obligations as provided above in this Section 3.01 shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement and the relevant Letter of Credit
Application under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement,
or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the L/C Issuer under a Letter of Credit against
presentation of a draft or other document that does not strictly comply with
the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder. None of the Administrative Agent, the Lenders, or the L/C Issuer
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to


 


52

















 


make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to
any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the L/C Issuer ; provided that
the foregoing shall not be construed to excuse the L/C Issuer from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the L/C Issuer ’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the L/C Issuer (as finally
determined by a court of competent jurisdiction), the L/C Issuer shall be
deemed to have exercised care in each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the L/C Issuer may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 


(e)                                     The
Participating Interests. Each Lender (other than the Lender acting
as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance
hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer
hereby agrees to sell to each such Lender (a “Participating Lender”), an
undivided percentage participating interest (a “Participating
Interest”), to the extent of its Pro Rata Share thereof, in each Letter of
Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer.
Upon any failure by the Borrower to pay any Reimbursement Obligation at the
time required on the date the related drawing is to be paid, as set forth in
Section 3.01(c) above, or if the L/C Issuer is required at any time
to return to the Borrower or to a trustee, receiver, liquidator, custodian or
other Person any portion of any payment of any Reimbursement Obligation, each
Participating Lender shall, not later than the Business Day it receives a
written demand from the L/C Issuer (with a copy to the Administrative Agent) to
such effect, if such written demand is received before 1:00 p.m. (Chicago
time), or not later than 1:00 p.m. (Chicago time) the following Business
Day, if such certificate is received after such time, pay to the Administrative
Agent for the account of the L/C Issuer an amount equal to such Participating
Lender’s Pro Rata Share of such unpaid or recaptured Reimbursement Obligation
together with interest on such amount accrued from the date the related payment
was made by the L/C Issuer to the date of such payment by such Participating
Lender at a rate per annum equal to: (i) from the date the related payment
was made by the L/C Issuer to the date two (2) Business Days after payment
by such Participating Lender is due hereunder, the Federal Funds Rate for each
such day and (ii) from the date two (2) Business Days after the date
such payment is due from such Participating Lender to the date such payment is
made by such Participating Lender, the Reference Rate in effect for each such
day. Each such Participating


 


53

















 


Lender shall thereafter be
entitled to receive its Pro Rata Share of each payment received in respect of
the relevant Reimbursement Obligation and of interest paid thereon, with the
L/C Issuer retaining its Pro Rata Share thereof as a Lender hereunder.  The several obligations of the Participating
Lenders to the L/C Issuer under this Section 3.01 shall be absolute,
irrevocable, and unconditional under any and all circumstances whatsoever and
shall not be subject to any set-off, counterclaim or defense to payment which
any Participating Lender may have or have had against the Borrower, the L/C
Issuer, the Administrative Agent, any Lender or any other Person
whatsoever.  Without limiting the
generality of the foregoing, such obligations shall not be affected by any
Default or Event of Default or by any reduction or termination of any
Commitment of any Lender, and each payment by a Participating Lender under this
Section 3.01 shall be made without any offset, abatement, withholding or
reduction whatsoever.


 


(f)                                       Indemnification. The
Participating Lenders shall, to the extent of their respective Pro Rata Shares,
indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against
any cost, expense (including reasonable counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such L/C Issuer’s
gross negligence or willful misconduct) that the L/C Issuer may suffer or incur
in connection with any Letter of Credit issued by it.  The obligations of the Participating Lenders
under this Section 3.01(f) and all other parts of this Section 3.01
shall survive termination of this Agreement and of all Letter of Credit
Applications, Letters of Credit, and all drafts and other documents presented
in connection with drawings thereunder.


 


(g)                                    Manner of
Requesting a Letter of Credit. The Borrower shall provide
at least five (5) Business Days’ advance written notice to the
Administrative Agent of each request for the issuance of a Letter of Credit,
such notice in each case to be accompanied by a Letter of Credit Application
for such Letter of Credit properly completed and executed by the Borrower and,
in the case of an extension or amendment or an increase in the amount of a
Letter of Credit, a written request therefor, in a form acceptable to the
Administrative Agent and the L/C Issuer, in each case, together with the fees
called for by this Agreement. The Administrative Agent shall promptly notify
the L/C Issuer of the Administrative Agent’s receipt of each such notice (and
the L/C Issuer shall be entitled to assume that the conditions precedent to any
such issuance, extension, amendment or increase have been satisfied unless
notified to the contrary by the Administrative Agent or the Required Lenders)
and the L/C Issuer shall promptly notify the Administrative Agent and the
Lenders of the issuance of the Letter of Credit so requested.


 


(h)                                    Replacement of
L/C Issuer.  The L/C
Issuer may be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The
Administrative Agent shall notify the Lenders of any such replacement of the
L/C Issuer. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced L/C
Issuer.  From and after the effective date
of any such replacement (i) the successor L/C Issuer shall have all the
rights and obligations of the L/C Issuer under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to
the term “L/C Issuer” shall be deemed to refer to such successor or to any
previous L/C Issuer, or to


 


54

















 


such successor and all
previous L/C Issuer s, as the context shall require.  After the replacement of a L/C Issuer
hereunder, the replaced L/C Issuer shall remain a party hereto and shall
continue to have all the rights and obligations of a L/C Issuer under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.


 


Section 3.02                                   Letters of
Credit Fees, L/C Issuer Charges and Charges to the Loan Account.


 


(a)                                     Letter of
Credit Fees.  The
Borrower shall pay to the Administrative Agent for the account of the Lenders,
in accordance with the Lenders’ Pro Rata Shares for any Letter of Credit issued
hereunder, a non-refundable fee equal to 4.00% per annum of the daily balance
(as of the end of each day during the relevant period) of the undrawn amount of
all outstanding Letters of Credit, payable in arrears on the last day of each
quarter (the “Letter of Credit Fees”).


 


(b)                                    L/C Issuer
Charges.  The Borrower shall pay to the
L/C Issuer a fronting fee as charged by the L/C Issuer (but not to exceed
0.125% per annum) and other standard charges as are assessed by the L/C Issuer
in connection with the issuance, administration, amendment, payment or
cancellation of Letters of Credit.


 


(c)                                     Charges to the
Loan Account.  The
Borrower hereby authorize the Administrative Agent to, and the Administrative
Agent may, from time to time, charge the Loan Account pursuant to Section 4.02
of this Agreement with the amount of any Letter of Credit fees or charges due
under this Section 3.02.


 


ARTICLE IV


 


FEES, PAYMENTS AND OTHER COMPENSATION


 


Section 4.01                                   [intentionally
omitted]


 


Section 4.02                                   Payments;
Computations and Statements.


 


(a)                                     The Borrower
will make each payment under this Agreement not later than 12:00 noon (Chicago, Illinois
time) on the day when due, in lawful money of the United States of America and
in immediately available funds, to the Administrative Agent’s Account.  All payments received by the Administrative
Agent after 12:00 noon (Chicago, Illinois time) on any Business Day will
be credited to the Loan Account on the next succeeding Business Day.  All payments shall be made by the Borrower
without set-off, counterclaim, deduction or other defense to the Agents and the
Lenders. Except as provided in Section 2.02, after receipt, the
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal ratably to the Lenders in accordance with
their Pro Rata Shares and like funds relating to the payment of any other
amount payable to any Lender to such Lender, in each case to be applied in
accordance with the terms of this Agreement, provided that the Administrative
Agent will cause to be


 


55

















 


distributed all interest and
fees received from or for the account of the Borrower not less than once each
month and in any event promptly after receipt thereof.  The Lenders and the Borrower hereby authorize
the Administrative Agent to, and the Administrative Agent may, from time to
time, charge the Loan Account of the Borrower with any amount due and payable
by the Borrower under any Loan Document. Each of the Lenders and the Borrower
agree that the Administrative Agent shall have the right to make such charges
whether or not any Default or Event of Default shall have occurred and be
continuing or whether any of the conditions precedent in Section 5.02 have
been satisfied. Any amount charged to the Loan Account of the Borrower shall be
deemed a Revolving Loan hereunder made by the Lenders to the Borrower, funded
by the Administrative Agent on behalf of the Lenders and subject to Section 2.02
of this Agreement.  The Lenders and the
Borrower confirm that any charges which the Administrative Agent may so make to
the Loan Account of the Borrower as herein provided will be made as an
accommodation to the Borrower and solely at the Administrative Agent’s
discretion. Whenever any payment to be made under any such Loan Document shall
be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day and such extension of time shall in such
case be included in the computation of interest or fees, as the case may be.
All computations of fees shall be made by the Administrative Agent on the basis
of a year of 360 days for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such fees are
payable. Each determination by the Administrative Agent of an interest rate or
fees hereunder shall be conclusive and binding for all purposes in the absence
of manifest error.


 


(b)                                    The
Administrative Agent shall provide the Borrower, promptly after the end of each
calendar month during which any Revolving Loans were advanced or Letters of
Credit issued, a summary statement (in the form from time to time used by the
Administrative Agent) of the opening and closing daily balances in the Loan
Account of the Borrower during such month, the amounts and dates of all
Revolving Loans made to the Borrower during such month, the amounts and dates
of all payments on account of the Revolving Loans to the Borrower during such
month and the Revolving Loans to which such payments were applied, the amount
of interest accrued on the Revolving Loans to the Borrower during such month,
any Letters of Credit issued by the L/C Issuer for the account of the Borrower
during such month, specifying the face amount thereof, the amount of charges to
the Loan Account and/or Revolving Loans made to the Borrower during such month
to reimburse the Lenders for drawings made under Letters of Credit, and the
amount and nature of any charges to the Loan Account made during such month on
account of fees, commissions, expenses and other Obligations.  All entries on any such statement shall be
presumed to be correct and, thirty (30) days after the same is sent, shall be
final and conclusive absent manifest error. Within 30 days of its receipt of
any notice of any charge or any statement by the Borrower, the Borrower shall
deliver to the Agents any written objection thereto, describing the error or
errors contained in such notice or statement. Promptly after receipt of such
written objection and the Agents’ evaluation thereof, the Administrative Agent
shall credit the Loan Account for amounts (if any) contained in such statements
that the Agents agree (in their sole discretion) were charged in error.  The Administrative Agent agrees to use
reasonable efforts to notify the Borrower of any charge to


 


56














 


the Loan Account and to
notify the Borrower promptly after any charge to the Loan Account, provided
that the failure to provide such notice shall not adversely affect the validity
and effectiveness of any such charge to the Loan Account.


 


Section 4.03                                   Sharing of
Payments, Etc.


 


Except as provided in
Section 2.02 hereof, if any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of any Obligation in excess of its ratable share of
payments on account of similar obligations obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
such similar obligations held by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount equal to such
Lender’s ratable share (according to the proportion of (i) the amount of
such Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender of any interest or other amount paid by the purchasing
Lender in respect of the total amount so recovered). The Borrower agrees that
any Lender so purchasing a participation from another Lender pursuant to this
Section 4.03 may, to the fullest extent permitted by law, exercise all of
its rights (including the Lender’s right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.


 


Section 4.04                                   Apportionment
of Payments.


 


Subject to Section 2.02
hereof and to any written agreement among the Agents and/or the Lenders:


 


(a)                                     all payments of
principal and interest in respect of outstanding Revolving Loans, all payments
in respect of the Reimbursement Obligations, all payments of fees (other than
the fees set forth in Section 2.06 hereof to the extent set forth in a
written agreement among the Agents and the Lenders, fees with respect to
Letters of Credit provided for in Section 3.02(b)) and all other payments
in respect of any other Obligations, shall be allocated by the Administrative
Agent among such of the Lenders as are entitled thereto, in proportion to their
respective Pro Rata Shares or otherwise as provided herein or, in respect of
payments not made on account of Revolving Loans or Letter of Credit
Obligations, as designated by the Person making payment when the payment is
made.


 


(b)                                    After the
occurrence and during the continuance of an Event of Default, the
Administrative Agent may, and upon the direction of the Required Lenders shall,
apply all payments in respect of any Obligations and all proceeds of the
Collateral, subject to the provisions of this Agreement, (i) first,
ratably to pay the Obligations in respect of any fees, expense reimbursements,
indemnities and other amounts then due to the Agents or the L/C Issuer until
paid in full; (ii) second, ratably to pay the Obligations in
respect of any fees and indemnities then due to the Lenders until paid in full;
(iii) third, ratably to pay interest


 


57

















 


due in respect of the
Revolving Loans and Reimbursement Obligations until paid in full; (iv) fourth,
ratably to pay principal of the Revolving Loans, Letter of Credit Obligations
(or, to the extent such Obligations are contingent, to provide cash collateral
in respect of such Obligations), Hedging Liability and Funds Transfer and
Deposit Account Liability until paid in full; and (v) fifth, to the
ratable payment of all other Obligations then due and payable.


 


(c)                                     For purposes of
Section 4.04(b) (other than clause (v) thereof), “paid in full”
means payment of all amounts owing under the Loan Documents according to the
terms thereof, including loan fees, service fees, professional fees, interest
(and specifically including in each case interest and such fees accrued after
the commencement of any Insolvency Proceeding), default interest, interest on
interest, and expense reimbursements irrespective of whether a claim is
allowable in such Insolvency Proceeding, except to the extent that default
interest (but not any other interest) and fees, each arising from or related to
a default, are disallowed in any Insolvency Proceeding; provided, however,
that for the purposes of such clause (v) thereof, “paid in full” means
payment of all amounts owing under the Loan Documents according to the terms
thereof, including loan fees, service fees, professional fees, interest (and
specifically including interest and fees accrued after the commencement of any
Insolvency Proceeding), default interest, interest on interest, and expense
reimbursements, whether or not any of the foregoing would be or is allowed or
disallowed in whole or in part in any Insolvency Proceeding.


 


(d)                                    In the event of
a direct conflict between the priority provisions of this Section 4.04 and
other provisions contained in any other Loan Document, it is the intention of
the parties hereto that both such priority provisions in such documents shall
be read together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04
shall control and govern.


 


Section 4.05                                   Increased Costs
and Reduced Return.


 


(a)                                     If, on or after
the date hereof, the adoption of any applicable law, rule or regulation,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender (or its Lending Office) or the L/C Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency;


 


(i)                                        shall subject
any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other
charge (except overall net income or franchise taxes of general application or
the rates thereof imposed by the jurisdiction in which such Lender’s or L/C
Issuer’s principal executive office or Lending Office is located) with respect
to its LIBOR Rate Loans, its Notes, its Letter(s) of Credit, or its
participation in any thereof, any Reimbursement Obligations owed to it or its
obligation to make LIBOR Rate Loans, issue a Letter of Credit, or to
participate therein, or shall change the basis of taxation of payments to any
Lender (or its Lending Office) or the L/C Issuer of the principal of or
interest on its LIBOR Rate


 


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Loans, Letter(s) of
Credit, or participations therein or any other amounts due under this Agreement
or any other Loan Document in respect of its LIBOR Rate Loans, Letter(s) of
Credit, any participation therein, any Reimbursement Obligations owed to it, or
its obligation to make LIBOR Rate Loans, or issue a Letter of Credit, or
acquire participations therein (except overall net income or franchise taxes of
general application or the rates thereof imposed by the jurisdiction in which
such Lender’s or the L/C Issuer’s principal executive office or Lending Office
is located); or


 


(ii)                                     shall impose,
modify or deem applicable any reserve, special deposit or similar requirement
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any
LIBOR Rate Loans any such requirement included in an applicable Eurodollar
Reserve Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Lender (or its Lending Office) or the L/C Issuer or
shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the
interbank market any other condition affecting its LIBOR Rate Loans, its
Letter(s) of Credit, or its participation in any thereof, any Reimbursement
Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue
a Letter of Credit, or to participate therein;


 


and the result of any of the
foregoing is to increase the cost to such Lender (or its Lending Office) or the
L/C Issuer of making or maintaining any LIBOR Rate Loan, issuing or maintaining
a Letter of Credit, or participating therein, or to reduce the amount of any
sum received or receivable by such Lender (or its Lending Office) or the L/C
Issuer under this Agreement or under any other Loan Document with respect
thereto, by an amount deemed by such Lender or L/C Issuer to be material, then,
within 15 days after demand by such Lender or L/C Issuer (with a copy to the
Administrative Agent), the Borrower shall be obligated to pay to such Lender or
L/C Issuer such Additional Amount or amounts as will compensate such Lender or
L/C Issuer for such increased cost or reduction (provided, that the
Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above
which are duplicative of, or are specifically excluded from, amounts payable in
accordance with Section 2.08).


 


(b)                                    If, after the
date hereof, any Lender, the L/C Issuer, or the Administrative Agent shall have
determined that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer
or any corporation controlling such Lender or L/C Issuer with any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency (each a “Change in
Law”), has had the effect of reducing the rate of return on such Lender’s
or L/C Issuer ’s or such corporation’s capital as a consequence of its
obligations hereunder to a level below that which such Lender or L/C Issuer or
such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or L/C Issuer ’s or such
corporation’s policies with respect to capital adequacy) by an amount


 


59

















 


deemed by such Lender or L/C
Issuer to be material, then from time to time, within 15 days after demand by
such Lender or L/C Issuer (with a copy to the Administrative Agent), the
Borrower shall pay to such Lender or L/C Issuer, as applicable, such Additional
Amount or amounts as will compensate such Lender or L/C Issuer for such
reduction.


 


(c)                                     A certificate
of a Lender or L/C Issuer claiming compensation under this Section 4.05(c) and
setting forth the Additional Amount or amounts to be paid to it hereunder shall
be conclusive if reasonably determined. In determining such amount, such Lender
or L/C Issuer may use any reasonable averaging and attribution methods.


 


(d)                                    Notwithstanding
anything to the contrary contained in this Section 4.05, the Borrower
shall not be required to compensate any Lender, any Agent or the L/C Issuer
pursuant to this Section 4.05 for any amounts incurred more than 180 days
prior to the date that such Lender, such Agent or such L/C Issuer notifies the
Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim
compensation therefor; provided that, if the circumstances giving rise
to such claim have a retroactive effect, then such 180 day period shall be
extended to include the period of such retroactive effect.


 


ARTICLE V


 


CONDITIONS TO LOANS


 


Section 5.01                                   Conditions
Precedent to Effectiveness.


 


The effectiveness of this
Agreement is subject to the satisfaction of each of the following conditions
precedent (the date such conditions shall have been satisfied is hereinafter
referred to as the “Effective Date”):


 


(a)                                     Payment of
Fees, Etc. The Borrower shall have paid on or before the date
of this Agreement all fees, costs, expenses and taxes then payable pursuant to
Section 2.06(a) and Section 12.04.


 


(b)                                    Delivery of
Documents. The Collateral Agent shall have received on or
before the Effective Date the following, each in form and substance reasonably
satisfactory to the Collateral Agent and, unless indicated otherwise, dated the
Effective Date:


 


(i)                                        a Security
Agreement, duly executed by each Loan Party, together with (A) the
original stock certificates representing all of the Capital Stock of each
Domestic Subsidiary and 65% of the voting equity and 100% of the non-voting equity
of the Capital Stock of any Loan Party’s direct Foreign Subsidiary, and (B) all
intercompany promissory notes of such Loan Parties, in each case accompanied by
undated stock or note powers executed in blank and other proper instruments of
transfer;


 


(ii)                                     the Fee Letter,
duly executed by the Borrower;


 


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(iii)                                  appropriate
financing statements on Form UCC-1 duly filed in such office or offices as
may be necessary or, in the reasonable opinion of the Collateral Agent,
desirable to perfect the security interests purported to be created by each
Security Agreement;


 


(iv)                                 results of UCC
searches, listing all effective financing statements which name as debtor any
Loan Party and which are filed in the offices referred to in paragraph (iv) above,
together with copies of such financing statements, none of which, except as
otherwise agreed in writing by the Collateral Agent, shall cover any of the
Collateral and the results of searches for any tax Lien and judgment Lien filed
against such Person or its property, which results, except as otherwise agreed
to in writing by the Collateral Agent, shall not show any such Liens;


 


(v)                                    a copy of the
resolutions of each Loan Party, certified as of the Effective Date by an Authorized
Officer thereof, authorizing (A) the borrowings hereunder and the
transactions contemplated by the Loan Documents to which such Loan Party is or
will be a party, (B) the execution, delivery and performance by such Loan
Party of each Loan Document to which such Loan Party is or will be a party and
the execution and delivery of the other documents to be delivered by such
Person in connection herewith and therewith, and (C) the execution and
delivery of the other documents to be delivered by such Person in connection
herewith;


 


(vi)                                 a certificate
of an Authorized Officer of each Loan Party, certifying the names and true
signatures of the representatives of such Loan Party authorized to sign each
Loan Document to which such Loan Party is or will be a party and the other
documents to be executed and delivered by such Loan Party in connection
herewith and therewith, together with evidence of the incumbency of such
authorized officers;


 


(vii)                              a certificate
of the appropriate official(s) of the state of organization of each Loan
Party, each dated within ten (10) days of the Effective Date or otherwise
reasonably acceptable to the Collateral Agent, certifying as to the good
standing of, and the payment of taxes by, such Loan Party in such states;


 


(viii)                           a true and
complete copy of the charter, certificate of formation, certificate of limited
partnership or other publicly filed organizational document of each Loan Party
certified as of a recent date not more than 30 days prior to the Effective Date
by an appropriate official of the state of organization of such Loan Party
which shall set forth the same complete name of such Loan Party as is set forth
herein and the organizational number of such Loan Party, if an organizational
number is issued in such jurisdiction;


 


(ix)                                   a copy of the
Governing Documents of each Loan Party, together with all amendments thereto,
certified as of the Effective Date by an Authorized Officer of such Loan Party;


 


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(x)                                      an opinion of
Weil, Gotshal & Manges LLP counsel to the Loan Parties, in form and
substance reasonably satisfactory to the Collateral Agent and the
Administrative Agent;


 


(xi)                                   a certificate
of an Authorized Officer of each Loan Party, certifying as to the matters set
forth in subsection (a) of Section 5.02 and as to an accurate listing
as of the Effective Date of all deposit, checking and other bank accounts, all
securities and other accounts maintained with any broker dealer and all other
similar accounts maintained by each Loan Party, together with a description
thereof (i.e., the bank or broker dealer at which such deposit or other
account is maintained and the account number and the purpose thereof);


 


(xii)                                a certificate
of an Authorized Officer of the Parent, certifying that that the Parent and its
Subsidiaries on a consolidated basis are Solvent;


 


(xiii)                             evidence of the
insurance coverage required by Section 7.01 and the terms of each Security
Agreement; and


 


(xiv)                            a certificate
of an Authorized Officer of the Borrower, certifying the names and true
signatures of the persons that are authorized to provide Notices of Borrowing,
Letter of Credit Applications and all other notices under this Agreement and
the other Loan Documents.


 


(c)                                     Revolving Loan
Balance. The Revolving Loan Balance shall be zero on the date upon which the
Senior Notes are issued.


 


(d)                                    USA Patriot Act.  The Lenders shall have received, to the
extent requested by the Lenders in writing at least three (3) Business
Days prior to the Effective Date, all documentation and other information that
may be required by the Agents and the Lenders in order to enable compliance
with applicable “know your customer” and anti-money laundering rules and
regulations, including the United States PATRIOT Act including, without
limitation, the information described in Section 12.21.


 


(e)                                     Senior Notes. The Borrower
shall have received $250,000,000 in gross proceeds from the issuance of the
Senior Notes.


 


(f)                                       Consolidated
Adjusted Total Leverage Ratio.  The Consolidated Adjusted Total Leverage
Ratio for the Parent and its Subsidiaries for the four fiscal quarters ending
March 31, 2010 is not greater than 3.00:1.00, determined on a pro forma
basis for the Transactions.


 


Section 5.02                                   Conditions
Precedent to All Revolving Loans and Letters of  Credit.


 


The obligation of any Agent
or any Lender to make any Revolving Loan or of the L/C Issuer to issue any
Letter of Credit is subject to the fulfillment of each of the following
conditions precedent:


 


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(a)                                     Representations
and Warranties; No Event of Default; Maximum Leverage.  The following statements shall be true and
correct, and the submission by the Borrower to the Administrative Agent of a
Notice of Borrowing with respect to each such Revolving Loan, and the
Borrower’s acceptance of the proceeds of such Revolving Loan, or the submission
by the Borrower of a Letter of Credit Application with respect to a Letter of
Credit, and the issuance of such Letter of Credit, shall each be deemed to be a
representation and warranty by each Loan Party on the date of such Revolving
Loan or the date of issuance of such Letter of Credit that: (i) the
representations and warranties contained in ARTICLE VI and in each other
Loan Document, certificate, financial statement, report or statement of fact
delivered to any Agent or any Lender pursuant hereto or thereto on or prior to
the date of such Revolving Loan or such Letter of Credit are true and correct
in all material respects (except that such materiality qualifier shall not be
applicable to any representations or warranties that already are qualified or
modified as to “materiality” or “Material Adverse Effect” in the text thereof,
which representations and warranties shall be true and correct in all respects
subject to such qualification) on and as of such date as though made on and as
of such date except to the extent that any such representation or warranty
expressly relates solely to an earlier date (in which case such representation
or warranty shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations or
warranties that already are qualified or modified as to “materiality” or
“Material Adverse Effect” in the text thereof, which representations and
warranties shall be true and correct in all respects subject to such
qualification) on and as of such earlier date), (ii) no Default or Event
of Default has occurred and is continuing or would result from the making of
the Revolving Loan to be made, or the issuance of such Letter of Credit to be
issued, on such date and (iii) the Consolidated Total Leverage Ratio (with
Consolidated Funded Indebtedness calculated as of the date of such requested
Revolving Loan or Letter of Credit after giving effect to the making of such
Revolving Loan or issuance of such Letter of Credit, and Annualized EBITDA
calculated for the most recently ended 4 fiscal quarter period for which the
Administrative Agent has received financial statements pursuant to the terms
hereof) does not exceed the maximum permitted ratio under Section 7.03 for
the most recently ended fiscal quarter (or, with respect to periods prior to
the first test date under Section 7.03, the maximum permitted ratios under
Section 7.03 for such first test date).


 


(b)                                    Legality. The making of
such Revolving Loan or the issuance of such Letter of Credit shall not
contravene any law, rule or regulation applicable to any Agent, any Lender
or the L/C Issuer.


 


(c)                                     Notices. The
Administrative Agent shall have received (i) a Notice of Borrowing
pursuant to Section 2.02 hereof and (ii) a Letter of Credit
Application pursuant to Section 3.01(g) hereof, if applicable.


 


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ARTICLE VI


 


REPRESENTATIONS AND WARRANTIES


 


Section 6.01                                   Representations
and Warranties.


 


Each Loan Party hereby
represents and warrants to the Agents, the Lenders and the L/C Issuer as
follows:


 


(a)                                     Organization,
Good Standing, Etc.  Each
Loan Party (i) is a corporation, limited liability company or limited
partnership duly organized, validly existing and in good standing under the
laws of the state or jurisdiction of its organization, (ii) has all
requisite power and authority to conduct its business as now conducted and as
presently contemplated and, in the case of the Borrower, to make the borrowings
hereunder, to execute and deliver each Loan Document to which it is a party,
and to consummate the transactions contemplated thereby and the other
Transactions, and (iii) is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such
qualification necessary, except, in the case of clause (iii), where the failure
to be so qualified and in good standing, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(b)                                    Authorization, Etc. The execution,
delivery and performance by each Loan Party of each Loan Document to which it
is or will be a party, (i) have been duly authorized by all necessary
action, (ii) do not and will not contravene (A) any of its Governing
Documents, (B) any applicable Law or (C) any Contractual Obligation
binding on or otherwise affecting it or any of its properties, (iii) do
not and will not result in or require the creation of any Lien (other than
pursuant to any Loan Document) upon or with respect to any of its properties,
and (iv) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license,
authorization or approval applicable to its operations or any of its
properties, except in the case of clauses (ii)(B), (ii)(C) and (iv) to
the extent such could not reasonably be expected, either individually or in the
aggregate, to have a Material Adverse Effect.


 


(c)                                     Governmental
Approvals. No authorization or approval or other action by,
and no notice to or filing with, any Governmental Authority is required in
connection with the due execution, delivery and performance by any Loan Party
of any Loan Document to which it is or will be a party except for (i) consents,
authorizations, notices and filings which have been obtained or made and are in
full force and effect, (ii) filings to perfect the Liens created by the
Loan Documents and (iii) consents, authorizations, filings, notices or
other acts the failure to make or obtain could not reasonably be expected,
either individually or in the aggregate, to be adverse in any material respect
to the rights or interests of the Agents, the Lenders or the L/C Issuer.


 


(d)                                    Enforceability
of Loan Documents. This Agreement is, and each other Loan Document to
which any Loan Party is or will be a party, when delivered hereunder,


 


64

















 


will be, a legal, valid and
binding obligation of such Person, enforceable against such Person in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws or principles of
equity.


 


(e)                                     Subsidiaries. Schedule
6.01(e) is a complete and correct description of the name, jurisdiction of
incorporation and ownership of the outstanding Capital Stock of such
Subsidiaries of the Parent in existence on the date hereof.  All of the issued and outstanding shares of
Capital Stock of such Subsidiaries have been validly issued and are fully paid
and nonassessable, and the holders thereof are not entitled to any preemptive,
first refusal or other similar rights. 
As of the Effective Date, except as indicated on such Schedule, all such
Capital Stock is owned by the Parent or one or more of its wholly-owned
Subsidiaries, free and clear of all Liens. As of the Effective Date, there are
no outstanding debt or equity securities of the Parent or any of its
Subsidiaries and no outstanding obligations of the Parent or any of its
Subsidiaries convertible into or exchangeable for, or warrants, options or
other rights for the purchase or acquisition from the Parent or any of its
Subsidiaries, or other obligations of any Subsidiary to issue, directly or
indirectly, any shares of Capital Stock of any Subsidiary of the Parent.


 


(f)                                       Litigation;
Commercial Tort Claims. Except as set forth in Schedule 6.01(f),
(i) there is no pending or, to the best knowledge of any Loan Party,
threatened action, suit or proceeding affecting any Loan Party before any court
or other Governmental Authority or any arbitrator that (A) could
reasonably be expected to have a Material Adverse Effect or (B) relates to
this Agreement or any other Loan Document or any transaction contemplated
hereby or thereby and (ii) as of the Effective Date, none of the Loan
Parties holds any commercial tort claims in respect of which a claim has been
filed in a court of law or a written notice by an attorney has been given to a
potential defendant.


 


(g)                                    Financial
Condition.


 


(i)                                        The audited
financial statements of the Parent and its Subsidiaries for the fiscal year
ended December 31, 2009, copies of which have been delivered to each Agent
and each Lender, fairly present in all material respects the consolidated
financial condition of the Parent and its Subsidiaries as at the date thereof
and the consolidated results of operations of the Parent and its Subsidiaries for
the fiscal period ended on such date, all in accordance with GAAP (except as
set forth in the notes to such audited financial statements).  Since December 31, 2009, no event,
change, circumstance or development has occurred that has had or could reasonably
be expected to have a Material Adverse Effect.


 


(ii)                                     The Parent has
heretofore delivered to the Lenders the unaudited pro forma consolidated balance sheet of the Parent and its
Subsidiaries as of March 31, 2010 (the “Pro Forma Balance Sheet”)
after giving effect to the Transactions as if they had occurred on such date.
Such Pro Forma Balance Sheet accurately reflects all adjustments required to be
made to give effect to the Transactions and present fairly in all material
respects the pro forma consolidated
financial position of the Parent and


 


65

















 


its Subsidiaries as of such
date, assuming that the Transactions had occurred at such date.


 


(iii)                                   The Parent has
heretofore furnished to each Agent and each Lender projected annual balance
sheets, income statements and statements of cash flows of the Parent and its
Subsidiaries for the Fiscal Years ending in 2010 through 2014, which projected
financial statements shall be updated from time to time pursuant to Section 7.01(a)(v).
Such projections, as so updated, shall be believed by the Parent at the time
furnished to be reasonable, shall have been prepared on a reasonable basis and
in good faith by the Parent, and shall have been based on assumptions believed
by the Parent to be reasonable at the time made and upon the best information
then reasonably available to the Parent, it being understood that actual
results may vary from such forecasts and that such variations may be material.


 


(h)                                    Compliance with
Law, Etc.  No Loan
Party is in violation of (i) its Governing Documents, (ii) any Law,
judgment or order of any Governmental Authority applicable to it or any of its
property or assets, or (iii) any term of any Contractual Obligation
binding on or otherwise affecting it or any of its properties, except, in the
case of clauses (ii) and (iii), to the extent such violations could not
reasonably be expected (either individually or in the aggregate) to have a
Material Adverse Effect, and no Default or Event of Default has occurred and is
continuing.


 


(i)                                        ERISA.  Except as set forth on Schedule 6.01(i), (i) each
Employee Plan is in compliance in all material respects with the applicable
provisions of ERISA and the Internal Revenue Code, (ii) no Termination
Event has occurred or is reasonably expected to occur with respect to any
Employee Plan that could reasonably be expected (either individually or in the
aggregate) to have a Material Adverse Effect, (iii) except as could not
reasonably be expected (either individually or in the aggregate) to have a
Material Adverse Effect, the most recent annual report (Form 5500 Series)
with respect to each Employee Plan, including any required Schedule B
(Actuarial Information) thereto, copies of which have been filed with the
Internal Revenue Service and delivered to the Agents, is complete and correct
and fairly presents the funding status of such Employee Plan, and since the
date of such report there has been no material adverse change in such funding
status, (iv) copies of each agreement entered into by a Loan Party or any
ERISA Affiliate with the PBGC, the U.S. Department of Labor or the Internal
Revenue Service with respect to any Employee Plan (other than agreements in the
ordinary course of business) have been delivered to the Agents, (v) except
as could not reasonably be expected (either individually or in the aggregate)
to have a Material Adverse Effect, no Employee Plan had an accumulated or
waived funding deficiency or permitted decrease which would create a deficiency
in its funding standard account or has applied for an extension of any
amortization period within the meaning of Section 412 of the Internal
Revenue Code at any time during the previous 60 months, and (vi) except as
could not reasonably be expected (either individually or in the aggregate) to
have a Material Adverse Effect, no Lien imposed under the Internal Revenue Code
or ERISA exists or is reasonably likely to arise on account of any Employee
Plan within the meaning of Section 412 of the Internal Revenue Code.  Except as set forth on Schedule 6.01(i), no
Loan Party or any of its ERISA Affiliates has incurred any withdrawal


 


66














 


liability under ERISA with
respect to any Multiemployer Plan, or is aware of any facts indicating that it
or any of its ERISA Affiliates may reasonably be likely to incur any such
withdrawal liability in the future. 
Except as could not reasonably be expected (either individually or in
the aggregate) to have a Material Adverse Effect, no Loan Party or any of its
ERISA Affiliates nor any fiduciary of any Employee Plan has incurred any
liability to the PBGC which remains outstanding other than the payment of
premiums, and there are no premium payments which have become due which are
unpaid.  Except as could not reasonably
be expected (either individually or in the aggregate) to have a Material
Adverse Effect, there are no pending or, to the best knowledge of any Loan
Party, threatened claims, actions, proceedings or lawsuits (other than claims
for benefits in the normal course) asserted or instituted against (i) any
Employee Plan or its assets, (ii) any fiduciary with respect to any
Employee Plan, or (iii) any Loan Party or any of its ERISA Affiliates with
respect to any Employee Plan.  Except as
required by Section 4980B of the Internal Revenue Code, no Loan Party or
any of its ERISA Affiliates maintains an employee welfare benefit plan (as
defined in Section 3(1) of ERISA) which provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or
former employee of any Loan Party or any of its ERISA Affiliates or coverage
after a participant’s termination of employment except as could not reasonably
be expected (either individually or in the aggregate) to have a Material
Adverse Effect.


 


(j)                                        Taxes, Etc.  All federal and all material foreign, state
and local tax returns and other reports required by applicable law to be filed
by any Loan Party have been filed, or extensions have been obtained, and all
federal and all material foreign, state and local taxes, assessments and other
governmental charges imposed upon any Loan Party or any property of any Loan
Party and which have become due and payable on or prior to the date hereof have
been paid, except (1) those not overdue by more than ten (10) Business
Days, (2) those contested in good faith by proper proceedings which stay
the imposition of any Lien resulting from the non-payment thereof and with
respect to which adequate reserves have been set aside for the payment thereof
on the books and records of such Loan Party in accordance with GAAP or (3) those
that are not adverse to the Lenders in any material respect (it being agreed and
understood that, without limiting the generality of the foregoing, amounts in
respect of which a Lien has arisen that has, or could reasonably be expected to
have, priority over the Liens in favor of the Collateral Agent arising under
the Loan Documents (including by virtue of a Uniform Commercial Code financing
statement having been recorded against a Loan Party in respect of such Lien),
shall be deemed materially adverse to the Lenders).


 


(k)                                     Regulations T,
U and X. No Loan Party is or will be engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation T, U or X), and no proceeds of any Revolving Loan will be
used to purchase or carry any margin stock or to extend credit to others for
the purpose of purchasing or carrying any margin stock.


 


(l)                                        [Reserved.]


 


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(m)                                  Permits, Etc.  Each Loan Party has, and is in compliance
with, all permits, licenses, authorizations, approvals, entitlements and
accreditations, or has entered into contractual arrangement with third parties
that are in full force and effect, required for such Person lawfully to own,
lease, manage or operate, or to acquire, each business currently owned, leased,
managed or operated, or to be acquired, by such Person (including, without
limitation, any such permit, license, authorization, approval, entitlement and
accreditation issued or required by the FDA, the NRC and any similar state
Governmental Authority), except where noncompliance could not reasonably be
expected (either individually or in the aggregate) to have a Material Adverse
Effect. Except as could not reasonably be expected (either individually or in
the aggregate) to have a Material Adverse Effect, no condition exists or event
has occurred which, in itself or with the giving of notice or lapse of time or
both, could reasonably be expected to result in the suspension, revocation,
impairment, forfeiture or non-renewal of any such permit, license, authorization,
approval, entitlement or accreditation, and to the knowledge of the Loan
Parties there is no claim that any thereof is not in full force and effect.


 


(n)                                    Properties.


 


(i)                                         Each Loan Party
has good and marketable title to, valid leasehold interests in, or valid
licenses to use, all property and assets material to its business, free and
clear of all Liens, except Permitted Liens. 
All its tangible properties and assets are in good working order and
condition, ordinary wear and tear, casualty and loss excepted, except as could
not reasonably be expected (either individually or in the aggregate) to have a
Material Adverse Effect.


 


(ii)                                      Schedule
6.01(n) sets forth a complete and accurate list, as of the Effective Date,
of the location of all real property owned or leased by each Loan Party


 


(o)                                    Full Disclosure.  None of the other reports, financial
statements, certificates or other written information furnished by or on behalf
of any Loan Party to the Agents in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished), taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which it was made, not
materially misleading; provided that, with respect to projected
financial information, each Loan Party represents only that such information
was prepared in good faith based upon assumptions believed to be reasonable at
the time prepared.


 


(p)                                    Environmental
Matters.  Except as could not reasonably
be expected (either individually or in the aggregate) to have a Material
Adverse Effect, (i) the operations of each Loan Party are in compliance in
all respects with all Environmental Laws; (ii) there has been no Release
at any of the properties owned or operated by any Loan Party or a predecessor
in interest, or at any disposal or treatment facility which received Hazardous
Materials generated by any Loan Party or any predecessor in interest; (iii) no
Environmental Action has been asserted against any Loan Party or any
predecessor in interest nor does any


 


68

















 


Loan Party have knowledge or
notice of any threatened or pending Environmental Action against any Loan Party
or any predecessor in interest; (iv) no Environmental Actions have been
asserted against any facilities that may have received Hazardous Materials
generated by any Loan Party or any predecessor in interest; (v) no
property now or formerly owned or operated by a Loan Party has been used as a
treatment or disposal site for any Hazardous Material; (vi) no Loan Party
has failed to report to the proper Governmental Authority any Release which is
required to be so reported by any Environmental Laws; (vii) each Loan
Party holds all licenses, permits and approvals required under any
Environmental Laws in connection with the operation of the business carried on
by it; and (viii) no Loan Party has received any notification pursuant to
any Environmental Laws that (A) any work, repairs, construction or Capital
Expenditures are required to be made in respect as a condition of continued
compliance with any Environmental Laws, or any license, permit or approval
issued pursuant thereto or (B) any license, permit or approval referred to
above is about to be reviewed, made, subject to limitations or conditions,
revoked, withdrawn or terminated.


 


(q)                                    Insurance. Each Loan
Party keeps its property adequately insured and maintains (i) insurance to
such extent and against such risks, including fire, as is customary with
companies in the same or similar businesses, (ii) worker’s compensation
insurance in the amount required by applicable law, (iii) public liability
insurance, which shall include product liability insurance, in the amount
customary with companies in the same or similar business against claims for
personal injury or death on properties owned, occupied or controlled by it, and
(iv) such other insurance as may be required by law.  Schedule 6.01(q) sets forth a list of
all insurance maintained by each Loan Party on the Effective Date.


 


(r)                                       Use of Proceeds.  The Letters of Credit and the proceeds of the
Revolving Loans shall be used to fund working capital and for other general
corporate purposes.


 


(s)                                     Solvency. After giving
effect to the transactions contemplated by this Agreement and before and after
giving effect to each Revolving Loan and Letter of Credit, the Parent and its
Subsidiaries on a consolidated basis are Solvent.


 


(t)                                       [Reserved.]


 


(u)                                    Intellectual
Property.  Except as
set forth on Schedule 6.01(u), each Loan Party owns or licenses or otherwise
has the right to use all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, copyright applications
and other intellectual property rights that are necessary for the operation of
its business, without infringement upon or conflict with the rights of any
other Person with respect thereto, except for such infringements and conflicts
which, individually or in the aggregate, could not have a Material Adverse
Effect.  Set forth on Schedule 6.01(u) is
a complete and accurate list as of the Effective Date of all such material
licenses and all such registered or applied for patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
copyright applications and other intellectual property rights of each Loan
Party.  To the knowledge of each Loan
Party, no slogan or other advertising device, product, process, method,
substance, part or other material now


 


69

















 


employed, or now
contemplated to be employed, by any Loan Party infringes upon or conflicts with
any rights owned by any other Person, and no claim or litigation regarding any
of the foregoing is pending or threatened by or against a Loan Party, except
for such infringements and conflicts which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


(v)                                    [Reserved.]


 


(w)                                  Investment Company
Act. None of the Loan Parties is an “investment company” or an “affiliated
person” or “promoter” of, or “principal underwriter” of or for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as
amended.


 


(x)                                      Employee and
Labor Matters.  Except as
could not reasonably be expected (either individually or in the aggregate) to
have a Material Adverse Effect, there is (i) no unfair labor practice
complaint pending or, to the best knowledge of any Loan Party, threatened
against any Loan Party before any Governmental Authority and no grievance or
arbitration proceeding pending or threatened against any Loan Party which
arises out of or under any collective bargaining agreement, (ii) to the
knowledge of any Loan Party, no strike, labor dispute, slowdown, stoppage or
similar action or grievance pending or threatened against any Loan Party or
(iii) to the best knowledge of any Loan Party, no union representation
question existing with respect to the employees of any Loan Party and no union
organizing activity taking place with respect to any of the employees of any
Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any
liability or obligation under the Worker Adjustment and Retraining Notification
Act (“WARN”) or similar state law, which remains unpaid or
unsatisfied.  The hours worked and
payments made to employees of any Loan Party have not been in violation of the
Fair Labor Standards Act or any other applicable legal requirements, except to
the extent such violations could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


(y)                                    Security
Interests.


 


(i)                                        Schedule
6.01(y)(i) sets forth a complete and accurate list as of the date hereof of
(i) the exact legal name of each Loan Party, (ii) the jurisdiction of
organization of each Loan Party, (iii) the organizational identification
number of each Loan Party (or indicates that such Loan Party has no
organizational identification number), (iv) the chief executive office of
each Loan Party and (v) the federal employer identification number of each
Loan Party.


 


(ii)                                     Each Security
Agreement creates in favor of the Collateral Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
secured thereby.  Upon the filing of the
UCC-1 financing statements described in Section 5.01(d)(ii) and the
recording of the Collateral Assignments for Security referred to in each
Security Agreement in the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, such security


 


70

















 


interests in and Liens on
all material Collateral granted thereby shall be perfected, first priority
security interests (subject only to Permitted Liens), and no further recordings
or filings are or will be required in connection with the creation, perfection
or enforcement of such security interests and Liens, other than (i) the
filing of continuation statements in accordance with applicable law, (ii) the
recording of the Collateral Assignments for Security pursuant to each Security
Agreement in the United States Patent and Trademark Office and the United
States Copyright Office, as applicable, with respect to after-acquired U.S.
patent and trademark applications and registrations and U.S. copyrights and
(iii) the recordation of appropriate evidence of the security interest in
the appropriate foreign registry with respect to all foreign intellectual
property.


 


ARTICLE VII


 


COVENANTS OF THE LOAN PARTIES


 


Section 7.01                                   Affirmative
Covenants.


 


So long as any principal of
or interest on any Revolving Loan, Reimbursement Obligation, Letter of Credit
Obligation or any other Obligation (whether or not due, other than Contingent
Indemnification Obligations) shall remain unpaid or any Lender shall have any
Revolving Credit Commitment hereunder, each Loan Party will, unless the
Required Lenders shall otherwise consent in writing:


 


(a)                                     Reporting Requirements. Furnish to
each Agent and each Lender:


 


(i)                                        as soon as
available and in any event within 60 days after the end of the first three
fiscal quarters of Fiscal Year 2010 of the Parent and its Subsidiaries
(commencing with the fiscal quarter of the Parent and its Subsidiaries ending
June 30, 2010) and 45 days after the end of the first three fiscal
quarters of each Fiscal Year of the Parent and its Subsidiaries thereafter,
consolidated balance sheets, consolidated statements of operations and retained
earnings and consolidated statements of cash flows of the Parent and its
Subsidiaries as at the end of such quarter, and for the lapsed portions of such
Fiscal Year and ending with the end of such quarter, setting forth in each case
in comparative form the figures for the corresponding date or period of the
immediately preceding Fiscal Year, together with a management analysis and
discussion related thereto (to the extent available), all in reasonable detail
and certified by an Authorized Officer of the Parent as fairly presenting, in
all material respects, the financial position of the Parent and its
Subsidiaries as of the end of such quarter and the results of operations and
cash flows of the Parent and its Subsidiaries for such quarter, in accordance
with GAAP, subject to normal year-end adjustments and the absence of footnotes;


 


(ii)                                     as soon as
available and in any event within 120 days after the end of each Fiscal Year of
the Parent and its Subsidiaries (commencing with the Fiscal Year ending
December 31, 2010), consolidated balance sheets, consolidated


 


71

















 


statements of operations and
retained earnings and consolidated statements of cash flows of the Parent and
its Subsidiaries as at the end of such Fiscal Year, setting forth in each case
in comparative form the corresponding figures for the immediately preceding
Fiscal Year, in each case all in reasonable detail and prepared in accordance
with GAAP, and accompanied by a report and an opinion, prepared in accordance
with generally accepted auditing standards, of Deloitte & Touche USA
LLP or other independent certified public accountants of recognized national
standing selected by the Parent (which opinion shall be without a “going
concern” or other like qualification or exception);


 


(iii)                                  as soon as
available, and in any event within 30 days after the end of each fiscal month
of the Parent and its Subsidiaries, internally prepared summary financial
reports reviewed by an Authorized Officer of the Parent;


 


(iv)                                 simultaneously
with the delivery of the financial statements of the Parent and its
Subsidiaries required by clauses (i) and (ii) of this Section 7.01(a),
a Compliance Certificate of an Authorized Officer of the Parent (A) stating
that such Authorized Officer has reviewed the provisions of this Agreement and
the other Loan Documents and has made or caused to be made under his or her
supervision a review of the condition and operations of the Parent and its
Subsidiaries during the period covered by such financial statements with a view
to determining whether the Parent and its Subsidiaries were in compliance with
all of the provisions of this Agreement and such Loan Documents at the times
such compliance is required hereby and thereby, and that such review has not
disclosed, and such Authorized Officer has no knowledge of, the existence and
continuance of an Event of Default or Default as of the last day of the
applicable fiscal period or, if such an Event of Default or Default existed,
describing the nature thereof and the action which the Parent and its
Subsidiaries propose to take or have taken with respect thereto and (B) attaching
a schedule showing the calculations specified in Section 7.03;


 


(v)                                    as soon as
available and in any event not later than 60 days after the end of each Fiscal
Year, a budget for the Parent and its Subsidiaries including unaudited or
estimated financial statements for such Fiscal Year most recently ended and
including balance sheets, statements of income and sources and uses of cash,
for the immediately succeeding Fiscal Year (commencing with the Fiscal Year
ending December 31, 2011) prepared in detail on a quarterly basis, with
appropriate presentation and discussion of the principal assumptions upon which
such budgets are based, accompanied by the statement of an Authorized Officer
of Parent to the effect that the budget of the Parent is a reasonable estimate
for the periods covered thereby, prepared on a reasonable basis and in good
faith by such Authorized Officer based on assumptions believed to be reasonable
at the time such budget was furnished to the Lenders and upon the best
information then reasonably available to the Parent;


 


(vi)                                 promptly after
submission to any Governmental Authority, a summary in reasonable detail of all
documents and information furnished to such Governmental Authority in
connection with any investigation of any Loan Party or


 


72

















 


any Subsidiary of a Loan
Party (other than routine inquiries by such Governmental Authority) if such investigation
could reasonably be expected to have a Material Adverse Effect;


 


(vii)                              as soon as
possible, and in any event within 5 Business Days after knowledge of an
Authorized Officer of the Borrower of the occurrence of an Event of Default or
Default or the occurrence of any event or development that could reasonably be
expected to have a Material Adverse Effect, the written statement of an
Authorized Officer of the Borrower setting forth the details of such Event of
Default or Default or other event or development having a Material Adverse
Effect and the action which the affected Loan Party proposes to take with
respect thereto;


 


(viii)                           solely to the
extent that any Loan Party has and maintains a material Plan and solely in
respect of any such material Plans, (A) as soon as possible and in any
event within 10 Business Days after any Loan Party or ERISA Affiliate thereof
knows that (1) any Termination Event with respect to any Employee Plan has
occurred, or (2) an accumulated funding deficiency has been incurred or an
application has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including installment payments)
or an extension of any amortization period under Section 412 of the
Internal Revenue Code with respect to an Employee Plan, a statement of an
Authorized Officer of the Administrative Borrower setting forth the details of
such occurrence and the action, if any, which such Loan Party or such ERISA
Affiliate proposes to take with respect thereto, (B) promptly and in any
event within 10 Business Days after receipt thereof by any Loan Party or any
ERISA Affiliate thereof from the PBGC, copies of each notice received by any
Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate
any Plan or to have a trustee appointed to administer any Plan, (C) promptly
and in any event within 10 Business Days after any Loan Party or any ERISA
Affiliate thereof knows that a required installment within the meaning of
Section 412 of the Internal Revenue Code has not been made when due with
respect to an Employee Plan, (D) promptly and in any event within 10
Business Days after receipt thereof by any Loan Party or any ERISA Affiliate
thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each
notice received by any Loan Party or any ERISA Affiliate thereof concerning the
imposition or amount of withdrawal liability under Section 4202 of ERISA
or indicating that such Multiemployer Plan may enter reorganization status
under Section 4241 of ERISA, and (E) promptly and in any event within
10 Business Days after any Authorized Officer of any Loan Party or any ERISA
Affiliate thereof sends notice of a plant closing or mass layoff (as defined in
WARN) to employees, copies of each such notice sent by such Loan Party or such
ERISA Affiliate thereof;


 


(ix)                                   promptly after
the commencement thereof but in any event not later than 5 Business Days after
service of process with respect thereto on, or the obtaining of knowledge
thereof by, any Loan Party, notice of each action, suit or proceeding before
any court or other Governmental Authority or other regulatory


 


73

















 


body or any arbitrator that
could reasonably be expected to have a Material Adverse Effect;


 


(x)                                      [reserved];


 


(xi)                                   promptly after
the sending or filing thereof, copies of all statements, reports and other
information any Loan Party files with the SEC or any national (domestic or
foreign) securities exchange; and


 


(xii)                                promptly upon
request, such other information concerning the condition or operations,
financial or otherwise, of any Loan Party or any Subsidiary as any Agent may
from time to time may reasonably request.


 


Notwithstanding anything to
the contrary contained herein, if (i) the Parent’s financial statements
are consolidated with the financial statements of any direct or indirect parent
thereof that is a holding company solely in respect of the Loan Parties, then
the requirements to deliver statements, reports and other information pursuant
to clauses (a)(i) and (a)(ii) hereof may be satisfied by delivering
such consolidated statements, reports and other information of such direct or
indirect parent thereof that is a holding company solely in respect of the Loan
Parties accompanied by a schedule showing, in reasonable detail, consolidating
adjustments, if any, attributable solely to the Parent and its Subsidiaries,
and (ii) the Parent or any direct or indirect parent thereof is subject to
the periodic reporting requirements of the Exchange Act, all statements,
reports and other information required to be delivered pursuant to clauses
(a)(i), (a)(ii) and (a)(xi) hereof shall be deemed to have been
delivered to the extent such statements, reports and other information are
otherwise filed with the SEC and included in a link that is delivered
electronically by the Borrower to the Administrative Agent within the deadlines
set forth in such clauses.


 


(b)                                    Additional
Guaranties and Collateral Security. Cause:


 


(i)                                        each Domestic
Subsidiary of any Loan Party not in existence on the Effective Date to execute
and deliver to the Collateral Agent promptly and in any event within 14 days
(or such later date as may be agreed by the Collateral Agent) after the
formation, acquisition or change in status thereof (A) a Guaranty
guaranteeing the Obligations, (B) a Security Agreement, together with (x) certificates
evidencing all (or, in the case of a direct Foreign Subsidiary owned by such
Domestic Subsidiary, 65% of the voting equity and 100% of the non-voting
equity) of the Capital Stock of any Person owned by such Subsidiary, if
certificated, (y) undated stock powers executed in blank with signature
guaranteed, and (z) such opinion of counsel and such approving certificate
of such Subsidiary as the Collateral Agent may reasonably request in respect of
complying with any legend on any such certificate, (C) one or more
Mortgages creating on any owned real property with a Current Value of more than
$20,000,000 of such Subsidiary a perfected, first priority Lien on such real
property, together with one or more Title Insurance Policies covering such real
property, each in form and substance reasonably satisfactory to the Collateral
Agent, together with such other agreements, instruments and documents as the Collateral
Agent may


 


74

















 


reasonably require whether
comparable to the documents required under Section 7.01(m) or
otherwise; and (D) such other agreements, instruments, approvals, legal
opinions or other documents reasonably requested by the Collateral Agent in
order to create, perfect, establish the first priority of or otherwise protect
any Lien purported to be covered by any such Security Agreement or otherwise to
effect the intent that such Subsidiary shall become bound by all of the terms,
covenants and agreements applicable to the Loan Parties contained in the Loan
Documents and that all property and assets of such Subsidiary shall become
Collateral for the Obligations;


 


(ii)                                     each owner of
the Capital Stock of any such Subsidiary to execute and deliver promptly and in
any event within 14 days (or such later date as may be agreed by the Collateral
Agent) after the formation or acquisition of such Subsidiary a supplement to
the Security Agreement, together with (A) certificates evidencing all (or,
in the case of such direct Foreign Subsidiary of a Loan Party, 65% of the
voting equity and 100% of the non-voting equity) of the Capital Stock of such
Subsidiary, (B) undated stock powers or other appropriate instruments of
assignment executed in blank with signature guaranteed, (C) such opinion
of counsel and such approving certificate of such Subsidiary as the Collateral
Agent may reasonably request in respect of complying with any legend on any
such certificate and (D) such other agreements, instruments, approvals,
legal opinions or other documents reasonably requested by the Collateral Agent;
and


 


(iii)                                  without
limiting the generality of Section 7.02(a), no Loan Party will create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any consensual Lien upon or with respect to
the Capital Stock of any Foreign Subsidiary to any Person (except for the
pledge of 65% of the voting Capital Stock and 100% of the non-voting Capital
Stock of a direct Foreign Subsidiary to the Collateral Agent, for the benefit
of itself and the Lenders, as contemplated in this Section 7.01(b)).


 


(c)                                     Compliance with
Laws, Etc.  Comply, and
cause each of its Subsidiaries to comply, with (i) its Governing
Documents, (ii) all applicable Laws (including, without limitation, any
Laws of the FDA, NRC and any Applicable State Regulatory Authority and any
Environmental Laws), orders, judgments and awards (including any settlement of
any claim that, if breached, could give rise to any of the foregoing), and
(iii) all Contractual Obligations, except in the case of clauses (ii) and
(iii) to the extent any noncompliance could not reasonably be expected
(either individually or in the aggregate) to have a Material Adverse Effect,
such compliance to include, without limitation, (i) paying before the same
become delinquent all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or upon any of its properties,
and (ii) paying all lawful claims which if unpaid might become a Lien or
charge upon any of its properties, except in each case to the extent contested
in good faith by proper proceedings and in the case of any tax, assessment,
charge, levy or claim that has or may become a Lien against any Collateral,
which stay the imposition of any Lien resulting from the non-payment thereof
and with respect to which adequate reserves have been set aside for the payment
thereof in accordance with GAAP.


 


75

















 


(d)                                    Preservation of
Existence, Etc. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, (i) its existence, rights and
privileges, and (ii) become or remain, and cause each of its Subsidiaries
to become or remain, duly qualified and in good standing in each jurisdiction
in which the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary, except in the
case of clause (ii) to the extent that the failure to do so could not
reasonably be expected, either individually or in the aggregate, to have a
Material Adverse Effect.


 


(e)                                     Keeping of
Records and Books of Account. Keep, and cause each of
its Subsidiaries to keep, adequate records and books of account, with complete
entries made to permit the preparation of financial statements in accordance
with GAAP.


 


(f)                                       Inspection
Rights. Permit, and cause each of its Subsidiaries to permit, the agents and
representatives of any Agent at any time and from time to time during normal
business hours, at the reasonable expense of the Borrower, to examine and make
copies of and abstracts from its records and books of account, to visit and
inspect its properties, to verify materials, leases, notes, accounts
receivable, deposit accounts and its other assets, to conduct audits, physical
counts, valuations, appraisals, environmental site assessments or examinations
and to discuss its affairs, finances and accounts with any of its directors,
officers, managerial employees, independent accountants or any of its other
representatives. In furtherance of the foregoing, each Loan Party hereby
authorizes its independent accountants, and the independent accountants of each
of its Subsidiaries, to discuss the affairs, finances and accounts of such
Person (independently or together with representatives of such Person) with the
agents and representatives of any Agent in accordance with this Section 7.01(f),
provided that (A) the Borrower or a representative of the Borrower
shall be present for such communications, and (B) if no Event of Default
has occurred and is continuing, (i) only the Administrative Agent on
behalf of the Lenders may exercise the visitation and inspections rights, and
(ii) the Administrative Agent may visit and inspect only one time during
any calendar year.


 


(g)                                    Maintenance of
Properties, Etc. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its tangible properties which are
necessary or useful in the proper conduct of its business in good working order
and condition, ordinary wear and tear and casualty excepted, and comply, and
cause each of its Subsidiaries to comply, at all times with the provisions of
all leases to which it is a party as lessee or under which it occupies
property, so as to prevent any loss or forfeiture thereof or thereunder, except
to the extent the failure to so maintain and preserve or so comply could not
reasonably be expected to result in a Material Adverse Effect.


 


(h)                                    Maintenance of
Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or
associations (including, without limitation, comprehensive general liability,
product liability, hazard, rent, worker’s compensation and business
interruption insurance) with respect to its properties (including all real
properties leased or owned by it) and business, in such amounts and covering
such risks as is required by any Governmental Authority having jurisdiction
with respect thereto or as is carried generally in accordance with sound
business practice by


 


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companies in similar
businesses similarly situated. All policies covering the Collateral are to be
made payable to the Collateral Agent for the benefit of the Lenders, as its
interests may appear, in case of loss, under a standard non-contributory “lender”
or “secured party” clause and are to contain such other provisions as the
Collateral Agent may reasonably require to fully protect the Lenders’ interest
in the Collateral and to any payments to be made under such policies. All
certificates of insurance are to be delivered to the Collateral Agent and the
policies are to be premium prepaid, with the loss payable endorsement and, with
respect to policies of liability insurance, additional insured endorsement, in
favor of the Collateral Agent and such other Persons as the Collateral Agent
may designate from time to time, and shall provide for not less than 30 days’
prior written notice to the Collateral Agent of the exercise of any right of
cancellation. If any Loan Party or any of its Subsidiaries fails to maintain
such insurance, the Collateral Agent may arrange for such insurance, but at the
Borrower’s expense and without any responsibility on the Collateral Agent’s
part for obtaining the insurance, the solvency of the insurance companies, the
adequacy of the coverage, or the collection of claims. Upon the occurrence and
during the continuance of an Event of Default, and in respect of recoveries
under a policy of property and casualty insurance in excess of $10,000,000, the
Collateral Agent shall have the sole right, in the name of the Lenders, any
Loan Party and its Subsidiaries, to file claims under any insurance policies,
to receive, receipt and give acquittance for any payments that may be payable
thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect
the collection, compromise or settlement of any claims under any such insurance
policies and the Collateral Agent will use commercially reasonable efforts to
promptly notify the Borrower if the Collateral Agent undertakes any of the
foregoing actions. Amounts received by the Collateral Agent pursuant to the
immediately preceding sentence shall be applied to reduce the Obligations in
such manner as the Collateral Agent shall elect (with any such application
against the principal amount of the Revolving Loans to cause a corresponding
reduction of the Total Revolving Credit Commitment if elected by Collateral
Agent).


 


(i)                                        Obtaining of
Permits, Etc. Except as could not reasonably be expected (either
individually or in the aggregate) to have a Material Adverse Effect, obtain,
maintain and preserve, and cause each of its Subsidiaries to obtain, maintain
and preserve, and take all necessary action to timely renew, all permits,
licenses, authorizations, approvals, entitlements and accreditations which are
necessary or useful in the proper conduct of its business (including, without
limitation, any permit, license, authorization, approval, entitlement and
accreditation required by the FDA, NRC or Applicable State Regulatory
Authority).


 


(j)                                       Environmental. (i) Keep
any property either owned or operated by it or any of its Subsidiaries free of
any Environmental Liens; (ii) except to the extent such failure to comply
could reasonably be expected (either individually or in the aggregate) to have
a Material Adverse Effect, comply, and cause each of its Subsidiaries to
comply, in all respects with Environmental Laws (such compliance to include,
without limitation, (A) the maintenance of the financial assurance
required by the Nuclear Regulatory Commission and Department of Public Health
of the Commonwealth of Massachusetts with respect to the


 


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Facility, covering the
estimated amount needed to decontaminate and decommission the Facility at the
end of the Facility’s use as a nuclear facility, and (B) the appropriate
use, handling, generation, storage, treatment, Release and disposal of
Hazardous Materials at any property owned or leased by it or any of its
Subsidiaries in accordance with applicable Environmental Laws) and provide to
the Collateral Agent any documentation of such compliance which the Collateral
Agent may reasonably request; (iii) provide the Agents written notice
within ten (10) days of the Borrower obtaining knowledge of any Release of
a Hazardous Material in excess of any reportable quantity from or onto property
at any time owned or operated by it or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect and take any Remedial
Actions required to abate said Release; (iv) provide the Agents with
written notice within ten (10) days of the receipt of any of the
following: (A) notice that an Environmental Lien has been filed against
any property of any Loan Party or any of its Subsidiaries; (B) commencement
of any Environmental Action or notice that an Environmental Action will be
filed against any Loan Party or any of its Subsidiaries which could reasonably
be expected to have a Material Adverse Effect; and (C) notice of a
violation, citation or other administrative order which could reasonably be
expected to have a Material Adverse Effect; (v) not incur any
Environmental Liabilities and Costs the payment of which could reasonably be
expected to have a Material Adverse Effect; and (vi) defend, indemnify and
hold harmless the Agents and the Lenders and their transferees, and their
respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses (including, without limitation, attorney and consultant fees,
investigation and laboratory fees, court costs and litigation expenses) arising
out of (A) the generation, presence, disposal, Release or threatened
Release of any Hazardous Materials on, under, in, originating or emanating from
any property at any time owned or operated by any Loan Party or any of its
Subsidiaries (or its predecessors in interest or title), (B) any personal
injury (including wrongful death) or property damage (real or personal) arising
out of or related to the presence or Release of such Hazardous Materials, (C) any
request for information, investigation, lawsuit brought or threatened,
settlement reached or order by a Governmental Authority relating to the
presence or Release of such Hazardous Materials, (D) any violation of any
Environmental Law by any Loan Party or any of its Subsidiaries and/or (E) any
Environmental Action filed against any Agent or any Lender.


 


(k)                                    Further Assurances. Take such
action and execute, acknowledge and deliver, and cause each of its Subsidiaries
to take such action and execute, acknowledge and deliver, at its sole cost and
expense, such agreements, instruments or other documents as any Agent may reasonably
require from time to time in order (i) to carry out more effectively the
purposes of this Agreement and the other Loan Documents, (ii) to subject
to valid and perfected first priority Liens (subject to Permitted Liens) any of
the Collateral or any other property of any Loan Party, (iii) to establish
and maintain the validity and effectiveness of any of the Loan Documents and
the validity, perfection and priority of the Liens intended to be created
thereby, and (iv) to better assure, convey, grant, assign, transfer and
confirm unto each Agent, each Lender and the L/C Issuer the rights now or
hereafter intended to be granted to it under this Agreement or any other Loan
Document.  In furtherance of the
foregoing, to the maximum extent permitted by applicable law, each Loan Party


 


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(i) authorizes each
Agent to execute any such agreements, instruments or other documents in such
Loan Party’s name and to file such agreements, instruments or other documents in
any appropriate filing office, (ii) authorizes each Agent to file any
financing statement required hereunder or under any other Loan Document, and
any continuation statement or amendment with respect thereto, in any
appropriate filing office without the signature of such Loan Party, and (iii) ratifies
the filing of any financing statement, and any continuation statement or
amendment with respect thereto, filed without the signature of such Loan Party
prior to the date hereof.


 


(l)                                        Deposit Account
Control Agreements. On any Bank Account Trigger Date, the Collateral
Agent shall have the option to require that the Loan Parties cause all
collection accounts and other deposit accounts (other than Excluded Accounts)
of the Loan Parties to become subject to deposit account control agreements in
favor of the Collateral Agent.  Such
control agreements, if required, must provide the Collateral Agent with
“control” over such deposit accounts within the meaning of the Uniform Commercial
Code and shall be otherwise reasonably acceptable to the Collateral Agent in
form and content. If such requirement is imposed by the Collateral Agent, the
Loan Parties shall have 60 days from the date upon which such requirement is
communicated by the Collateral Agent to the Loan Parties to comply therewith; provided,
that in the case of such requirement having been imposed on the basis of a Bank
Account Trigger Date described in clause (ii) of the definition thereof,
such requirement shall be considered satisfied if the Loan Parties use all
commercially reasonable efforts to comply with the same.


 


(m)                                After Acquired
Real Property. Upon the acquisition by any Loan Party after the
date hereof of any fee interest in any real property (wherever located) (each
such interest being an “After Acquired Property”) with a Current Value
(as defined below) in excess of $20,000,000 in the case of a fee interest,
immediately so notify the Collateral Agent, setting forth with specificity a
description of the interest acquired, the location of the real property, any
structures or improvements thereon and either an appraisal or such Loan Party’s
good-faith estimate of the current value of such real property (for purposes of
this Section, the “Current Value”). The Collateral Agent shall notify
such Loan Party whether it intends to require a Mortgage and the other
documents referred to below. Upon receipt of such notice requesting a Mortgage,
the Person which has acquired such After Acquired Property shall promptly
furnish to the Collateral Agent the following, each in form and substance
reasonably satisfactory to the Collateral Agent:  (i) a Mortgage with respect to such real
property and related assets located at the After Acquired Property, each duly
executed by such Person and in recordable form; (ii) evidence of the
recording of the Mortgage referred to in clause (i) above in such office
or offices as may be necessary or, in the reasonable opinion of the Collateral
Agent, desirable to create and perfect a valid and enforceable first priority
lien on the property purported to be covered thereby or to otherwise protect
the rights of the Agents and the Lenders thereunder, (iii) a Title
Insurance Policy, and (iv) such other documents or instruments (including
guarantees and opinions of counsel) as the Collateral Agent may reasonably
require. The Borrowers shall pay all fees and expenses, including reasonable
attorneys’ fees and expenses, and all title insurance charges and premiums, in
connection with each Loan Party’s obligations under this Section 7.01(m).


 


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(n)                                    [Reserved.]


 


(o)                                    Post-Closing
Deliveries. Cause to be delivered to the Collateral Agent each
of the following, within the time specified (or such later date as may be
agreed by the Collateral Agent in its reasonable discretion) and in form and
substance reasonably satisfactory to the Collateral Agent:


 


(i)                                     as soon as
possible but in any event within 60 days after the Effective Date, a Mortgage,
duly executed by each applicable Loan Party, with respect to the Facility;


 


(ii)                                  as soon as
possible but in any event within 60 days after the Effective Date, evidence of
the recording of the Mortgage in such office or offices as may be necessary or,
in the opinion of the Collateral Agent, desirable to perfect the Lien purported
to be created thereby or to otherwise protect the rights of the Collateral
Agent and the Lenders thereunder;


 


(iii)                               as soon as
possible but in any event within 60 days after the Effective Date, a Title
Insurance Policy or bring-down of the existing Title Insurance Policy with
respect to the Mortgage with respect to the Facility; and


 


(iv)                              as soon as
possible but in any event within 60 days after the Effective Date, such legal
opinions or other documents reasonably requested by the Collateral Agent in
connection with the Mortgage with respect to the Facility.


 


Section 7.02                                Negative
Covenants.


 


So long as any principal of
or interest on any Revolving Loan, Reimbursement Obligation, Letter of Credit
Obligation or any other Obligation (whether or not due, other than Contingent
Indemnification Obligations) shall remain unpaid or any Lender shall have any
Revolving Credit Commitment hereunder, each Loan Party shall not, unless the
Required Lenders shall otherwise consent in writing:


 


(a)                                    Liens, Etc. Create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any Lien upon or with respect to any of its
properties, whether now owned or hereafter acquired, other than Permitted
Liens.


 


(b)                                    Indebtedness.  Create, incur, assume, guarantee or suffer to
exist, or otherwise become or remain liable with respect to, or permit any of
its Subsidiaries to create, incur, assume, guarantee or suffer to exist or
otherwise become or remain liable with respect to, any Indebtedness other than
Permitted Indebtedness.


 


(c)                                     Fundamental
Changes; Dispositions. Wind-up, liquidate or dissolve, or merge,
consolidate or amalgamate with any Person, or convey, sell, lease or sublease,
transfer or otherwise dispose of, whether in one transaction or a series of
related transactions, all or any part of its business, property or assets,
whether now owned or hereafter acquired (or agree to do any of the foregoing),
or purchase or otherwise acquire, whether in one


 


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transaction or a series of
related transactions, all or substantially all of the assets of any Person (or
any division thereof) (or agree to do any of the foregoing), or permit any of
its Subsidiaries to do any of the foregoing; provided, however,
that


 


(i)                                        any
wholly-owned Subsidiary of any Loan Party (other than the Borrower) may be
merged into such Loan Party or another wholly-owned Subsidiary of such Loan
Party, or may consolidate with another wholly-owned Subsidiary of such Loan
Party, so long as (A) no other provision of this Agreement would be
violated thereby, (B) such Loan Party gives the Agents at least 3 Business
Days’ prior written notice of such merger or consolidation, (C) no Default
or Event of Default shall have occurred and be continuing either before or
after giving effect to such transaction, (D) the Lenders’ rights in any
Collateral, including, without limitation, the existence, perfection and
priority of any Lien thereon, are not adversely affected by such merger or
consolidation, (E) the Borrower is the surviving Person in the case of any
merger or consolidation involving the Borrower, and a Subsidiary Guarantor is
the surviving Person and remains a Domestic Subsidiary and a wholly-owned
Subsidiary in case of any merger or consolidation involving a Subsidiary
Guarantor, and (F) if the surviving entity is a Domestic Subsidiary, the
surviving Subsidiary is joined as a Loan Party hereunder and is a party to a
Guaranty and a Security Agreement and the Capital Stock of which Subsidiary is
pledged to the Collateral Agent, in each case, which is in full force and
effect on the date of and immediately after giving effect to such merger or
consolidation;


 


(ii)                                any Loan Party
and its Subsidiaries may:


 


(A)                                 sell Inventory
in the ordinary course of business,


 


(B)                                 dispose of
obsolete, worn-out, condemned or surplus equipment or equipment no longer
useful in the ordinary course conduct of the business of the Parent and its
Subsidiaries, in each case in the ordinary course of business,


 


(C)                                 abandon or
otherwise dispose of immaterial Intellectual Property in the ordinary course of
business,


 


(D)                                 enter into
leases, sub-leases, licenses or sub-licenses of, or other grants of rights to
use, real or personal property (including Intellectual Property) in the
ordinary course of business,


 


(E)                                  enter into
investments to the extent permitted by Section 7.02(e),


 


(F)                                   (I) any
Subsidiary of the Parent that is not a Loan Party may dispose of any or all of
its assets to a Loan Party or to a wholly-owned Subsidiary, and (II) any
Loan Party may dispose of any or all of its assets to any other Loan Party,
provided that (x) the Agents shall have received at least


 


81

















 


60 days’ prior written notice
of such disposal, (y) no Default or Event of Default shall have occurred
and be continuing either before or after giving effect to such transaction, and
(z) the Lenders’ rights in any Collateral, including, without limitation,
the existence, perfection and priority of any Lien thereon, are not adversely
affected by such disposition,


 


(G)                     dispose of,
settle and write off delinquent accounts receivable in the ordinary course of
business for purposes of settlement or collection only (but not any bulk sale
or securitization transaction),


 


(H)                    sell or
otherwise dispose of a nominal amount of Capital Stock issued by the Parent or
any Subsidiary in order to qualify members of the board of directors or
equivalent governing body of such Person to the extent required by applicable
law (subject to the other provisions of the Loan Documents),


 


(I)                         dispose of
property which constitutes, or which is subject to, a Casualty Event,


 


(J)                         dispose of
property listed on Schedule 7.02(c) for cash in an amount not less
than the fair market value of such property, and


 


(K)                    sell or
otherwise dispose of other property or assets for cash in an aggregate amount
not less than the fair market value of such property or assets,


 


provided that the net
cash proceeds of such Dispositions in the case of clauses (J) and (K)  above, do not exceed
$15,000,000 in the aggregate in any twelve-month period.


 


(d)                               Change in
Nature of Business. Engage, or cause any of its Subsidiaries to
engage, directly or indirectly in any business, other than those businesses in
which the Borrower and its Subsidiaries are engaged on the Effective Date
(consisting of the development, manufacture, distribution, marketing and sale
of the Products and the preparation and distribution of diagnostic and
therapeutic agents) or which are similar or reasonably related thereto.


 


(e)                                Revolving
Loans, Advances, Investments, Etc.  Make or commit or agree to make any loan,
advance guarantee of obligations, other extension of credit or capital
contributions to, or hold or invest in or commit or agree to hold or invest in,
or purchase or otherwise acquire or commit or agree to purchase or otherwise
acquire any shares of the Capital Stock, bonds, notes, debentures or other
securities of, or make or commit or agree to make any other investment in, any
other Person, or purchase or own any futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract, or permit any of its Subsidiaries to
do any of the foregoing, except for:


 


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(i)                                   investments
existing on the date hereof, as set forth on Schedule 7.02(e) hereto, but
not any increase in the amount thereof as set forth in this paragraph or in
such Schedule;


 


(ii)                                loans, advances
and investments (x) by any Loan Party in any other Loan Party (other than
the Parent), (y) by any Subsidiary that is not a Loan Party in any Loan
Party (other than the Parent) or any other Subsidiary that is also not a Loan
Party, and (z) by any Loan Party in any Subsidiary that is not a Loan
Party in an aggregate amount not to exceed (when combined with Contingent
Obligations of the Borrower and such Subsidiary Guarantors in respect of any
Subsidiary that is not a Loan Party) at any one time outstanding $25,000,000;


 


(iii)                             Liquid
Investments;


 


(iv)                            Permitted
Acquisitions;


 


(v)                               investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss, and investments in the form of
deposits, prepayments and other credits to suppliers made in the ordinary
course of business;


 


(vi)                            investments
consisting of deposit accounts and the acceptance and endorsements of checks or
other negotiable instruments for deposit or collection, in each case in the
ordinary course of business;


 


(vii)                         Hedging
Agreements permitted by Section 7.02(a) and the other provisions of
this Agreement;


 


(viii)                      loans and
advances to directors, employees and officers of the Parent and its
Subsidiaries for travel, entertainment, relocation or similar business
purposes, in each case in the ordinary course of business, in an aggregate
amount not to exceed $5,000,000 at any time outstanding;


 


(ix)                            loans and
advances to the Parent in lieu of, and not in excess of the amount of (after
giving effect to any other loans, advances or dividends in respect thereof),
dividends to the extent permitted to be made to the Parent in accordance with
Section 7.02(h);


 


(x)                               investments
consisting of noncash loans to directors, officers or employees of the Parent
or a Subsidiary that are used solely by such employees to simultaneously
purchase Capital Stock of the Parent; provided that any such loan shall be
evidenced by a promissory note and shall be pledged to the Collateral Agent in
accordance with the Security Agreement;


 


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(xi)                            investments by
the Borrower or any of its Subsidiaries in a joint venture, partnership or
other similar arrangement, whether in corporate, partnership or other legal
form, other than a Subsidiary of the Parent (a “Joint Venture”), in each
case to the extent (A) the Loan Parties collectively do not loan, advance
or invest more than $20,000,000 at any time outstanding for all such Joint
Ventures combined, (B) after giving effect to such Joint Venture on a Pro
Forma Basis, the Parent shall be in compliance with all covenants set forth in
Section 7.03 recomputed as at the last day of the most recently ended
fiscal quarter of the Parent for which financial statements are available
(assuming, for purposes of Section 7.03, that such transaction, and all
Permitted Acquisitions consummated since the first day of the relevant period
for the testing of each of the financial covenants set forth in Section 7.03
ending on or prior to the date of such transaction, had occurred on the first
day of such relevant fiscal period), (C) such Joint Venture will be
engaged in the same or a related business as the Loan Parties and as described
in Section 7.02(d) and (D) the Loan Parties holding the equity
of any such Joint Venture shall execute and deliver the agreements, instruments
and other documents required by Section 7.01(b); and


 


(xii)                         investments
consisting of purchases of the Borrower of the Senior Notes in the open market
(or otherwise), in each case so long as (x) no Event of Default exists at
the time thereof, (y) Availability is not less than $25,000,000 after
giving effect thereto and (z) such Senior Notes, upon such purchase by the
Borrower, are cancelled.


 


In determining the amount of
investments, acquisitions, loans, and advances permitted under this Section,
the amount of any investment or acquisition outstanding at any time shall be
the aggregate cash investment less all cash returns, cash dividends and
cash distributions (or the fair market value of any non-cash returns, dividends
and distributions) received by such Person in respect of the capital thereof,
and any loan or advance outstanding shall be calculated without regard to any
write downs or write-offs.


 


(f)                              [intentionally
omitted]


 


(g)                                Capital
Expenditures. Make or commit or agree to make, or permit any of
its Subsidiaries to make or commit or agree to make, any Capital Expenditure
(by purchase or Capitalized Lease) that would cause the aggregate amount of all
Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed
$20,000,000 in any Fiscal Year (the “Specified Annual Limit”).
Notwithstanding the foregoing, (i) the Specified Annual Limit for any
Fiscal Year may be increased by an amount, at the time such Capital Expenditure
was made, up to the Available Equity Issuance Amount (to the extent such
Capital Expenditure conforms with the notice provided by the Borrower to the
Collateral Agent pursuant to the definition of “Earmarked Equity Issuance”),
and (ii) 100% of the Specified Annual Limit (disregarding any increase by
reason of clause (i) and the Available Equity Issuance Amount from any
Earmarked Equity Issuance), if not so expended in any Fiscal Year for which it
is permitted, may be added (the “Carryover Amount”) to the amount of
Capital Expenditure permitted for the immediately succeeding (but not any
other) Fiscal


 


84

















 


Year for expenditure in any
succeeding Fiscal Year. Capital Expenditures made pursuant to this Section during
any Fiscal Year shall be deemed made, first, in respect of the Specified Annual
Limit permitted for such Fiscal Year without regard to clauses (i) and
(ii) above, second, in respect of the Carryover Amount from the
immediately preceding Fiscal Year, and third, in respect of the Available
Equity Issuance Amount pursuant to clause (i) above.


 


(h)                               Restricted
Payments. (i) Declare or pay any dividend or other
distribution, direct or indirect, on account of any Capital Stock of any Loan
Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make
any repurchase, redemption, retirement, defeasance, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
Capital Stock of any Loan Party or any direct or indirect parent of any Loan
Party, now or hereafter outstanding, (iii) make any payment to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights
for the purchase or acquisition of shares of any class of Capital Stock of any
Loan Party, now or hereafter outstanding, (iv) return any Capital Stock to
any shareholders or other equity holders of any Loan Party or any of its
Subsidiaries, or make any other distribution of property, assets, shares of
Capital Stock, warrants, rights, options, obligations or securities thereto as
such or (v) pay any management fees or any other fees or expenses
(including the reimbursement thereof by any Loan Party or any of its
Subsidiaries) pursuant to any management, consulting or other services
agreement to any of the shareholders or other equityholders of any Loan Party
or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or
Affiliates of any Loan Party (each, a “Restricted Payment”); provided,
however, that:


 


(A)                            the Borrower
may pay dividends to the Parent and the Parent may pay dividends to any direct
or indirect parent thereof that is a holding company solely in respect of the
Loan Parties to the extent actually used by the Parent or such direct or
indirect parent (1) to pay customary franchise taxes and other fees that
are required to maintain the legal existence of such Person in the ordinary
course of its business as a holding company, (2) to pay reasonable
out-of-pocket legal, accounting and filing costs and other reasonable expenses
that would otherwise constitute an operating expense of the Borrower and in the
nature of customary overhead in the ordinary course of business of such Person
and to enable such Person to pay reasonable and customary fees and expenses (including,
without limitation, salary, bonus, contributions to pension and 401(k) plans,
deferred compensation and other benefits) owing to directors, officers and
employees of such Person, to the extent such amounts are attributable to the
ownership or operation of the Borrower and its Subsidiaries provided
that the aggregate amount of all payments pursuant to this clause (2) shall
not exceed $10,000,000 in any Fiscal Year, (3) to enable the Parent, the
Ultimate Parent or any direct or indirect parent thereof that is a holding
company solely in respect of the Loan Parties to make payments to directors,
officers or employees of such Person with respect to actual, out-of-pocket
indemnities (including without limitation, attorneys’ fees, other expenses, reimbursements
and other out-of-pocket disbursements), provided that, at the election
of the Collateral Agent, which


 


85

















 


the Collateral Agent may
and, upon the direction of the Required Lenders, shall make by notice to the
Borrower, no such payment shall be made if a Default under Section 9.01(a),
(f) or (g) shall have occurred and be continuing or would result from
the making of any such payment, and (4) any amounts required for the
Parent, the Ultimate Parent, or any direct or indirect parent thereof that is a
holding company solely in respect of the Loan Parties to pay reasonable fees
and expenses, other than to Affiliates of the Borrower, related to any equity
or debt offering of such Person where such transaction would not be prohibited
by the terms hereof (whether or not such transaction is successful),


 


(B)                                  the Borrower
may pay dividends to the Parent and the Parent may pay dividends to any direct
or indirect parent thereof to the extent not previously distributed under this
Section 7.02(h), in amounts necessary to make Permitted Tax Distributions,


 


(C)                                  any Subsidiary
of the Borrower may pay dividends to the Borrower (but not to the Parent),


 


(D)                                  the Parent may
pay dividends in the form of common Capital Stock,


 


(E)                                   the Borrower or
any Subsidiary of the Borrower may, or may pay dividends to the Parent so that
the Parent may, repurchase or redeem Qualified Capital Stock of the Parent, the
Ultimate Parent or any direct or indirect parent thereof that is a holding
company solely in respect of the Loan Parties owned by employees of the Parent,
the Borrower or any of its Subsidiaries in connection with the exercise of
stock options, stock appreciation rights or similar equity incentives or equity
based incentives pursuant to management incentive plans or in connection with
the death, disability, severance or termination of such employees, provided
that, (i) the aggregate amount of such payments shall not exceed
$5,000,000 in any Fiscal Year (provided that 100% of such amount, if not
paid in any Fiscal Year for which it is permitted, may be added to the amount
of such payments permitted for any succeeding Fiscal Year) and (ii) to the
extent that the consideration for its Capital Stock is not in the form of a
promissory note, no such payment shall be made if an Event of Default shall
have occurred and be continuing or would arise as a result of such payment,


 


(F)                                    non-cash
repurchases of Capital Stock in the Parent or any direct or indirect parent
thereof deemed to occur upon exercise of stock options or warrants if such
Capital Stock represent a portion of the exercise price of such options or
warrants,


 


(G)                                  to the extent
constituting restricted payments under this Section 7.02(h), any Loan
Party may enter into and consummate transactions


 


86














 


and pay any amounts
expressly permitted under Section 7.02(c)(i) and Section 7.02(j),


 


(H)                                  the Loan
Parties and their Subsidiaries may pay management, consulting, monitoring and
advisory fees to the Sponsor pursuant to the Management Services Agreement in
the amounts and at the times specified in the Management Services Agreement (as
in effect on the Effective Date) and actual, out-of-pocket indemnities,
reimbursements and reasonable expenses related thereto in accordance with the
Management Services Agreement (as in effect on the Effect Date), provided
that at the election of the Collateral Agent, which the Collateral Agent may
and, upon the direction of the Required Lenders, shall make by notice to the
Borrower, no payment referred to in this clause (H) shall be made if any
Default or Event of Default under Section 9.01(a), Section 9.01(c) (as
a result of the failure to comply with any provision of Section 7.02 or
Section 7.03), Section 9.01(f) or Section 9.01(g) shall
have occurred and be continuing or would result from the making of any such
payment,


 


(I)                                       the Borrower
and the Parent may pay the 2010 Dividend,


 


(J)                                      the Borrower
and the Parent may make Restricted Payments using the proceeds of Permitted
Additional Debt, so long as (x) no Event of Default exists at the time any
such Restricted Payment is made and (y) immediately after giving effect to
each such Restricted Payment on a pro forma basis, the Consolidated Adjusted
Total Leverage Ratio for the Parent and its Subsidiaries for the most recently
ended four full fiscal quarters for which financial statements have been
delivered to the Administrative Agent hereunder is not greater than 2.75:1.00,
and


 


(K)                                  the Borrower
and the Parent may make additional Restricted Payments, in each case so long as
(x) no Event of Default exists at the time thereof, (y) Availability
is not less than $25,000,000 after giving effect thereto and (z) after
giving effect thereto and any Indebtedness incurred in connection therewith on
a pro forma basis, the Consolidated Adjusted Total Leverage Ratio for the
Parent and its Subsidiaries for the most recently ended four full fiscal
quarters for which financial statements have been delivered to the
Administrative Agent hereunder is not greater than 2.00:1.00.


 


(i)                                        Federal Reserve
Regulations.  Permit any
Revolving Loan or the proceeds of any Revolving Loan under this Agreement to be
used for any purpose that would cause such Revolving Loan to be a margin loan
under the provisions of Regulation T, U or X of the Board.


 


(j)                                        Transactions
with Affiliates. Enter into, renew, extend or be a party to, or
permit any of its Subsidiaries to enter into, renew, extend or be a party to,
any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease,


 


87

















 


transfer or exchange of
property or assets of any kind or the rendering of services of any kind) with
any Affiliate, except:


 


(i)                                        in the ordinary
course of business, for fair consideration and on terms no less favorable to it
or its Subsidiaries than would be obtainable in a comparable arm’s length
transaction with a Person that is not an Affiliate thereof;


 


(ii)                                     transactions
among the Borrower and its Subsidiaries (to the extent not otherwise restricted
herein),


 


(iii)                                  transactions
expressly permitted by Section 7.02(e)(ii), 7.02(e)(viii) and
7.02(h),


 


(iv)                                 sales of
Qualified Capital Stock of the Parent to Affiliates of the Parent not otherwise
prohibited by the Loan Documents and the granting of registration and other
customary rights in connection therewith, and


 


(v)                                    transactions in
the ordinary course of business with Joint Ventures in which the Borrower or
any of its Subsidiaries holds or acquires an ownership interest (whether by way
of Capital Stock or otherwise) so long as the terms of any such transactions
are arms’-length and no less favorable to the Borrower or such Subsidiary than
they are to other Joint Venture partners.


 


(k)                                     Limitations on
Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or
otherwise cause, incur, assume, suffer or permit to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any
Subsidiary of any Loan Party (i) to pay dividends or to make any other
distribution on any shares of Capital Stock of such Subsidiary owned by any
Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to
subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries,
(iii) to make loans or advances to any Loan Party or any of its
Subsidiaries or (iv) to transfer any of its property or assets to any Loan
Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any
of the foregoing; provided, however, that nothing in any of
clauses (i) through (iv) of this Section 7.02(k) shall
prohibit or restrict compliance with:


 


(A)                              this Agreement,
the other Loan Documents and the Senior Note Documents;


 


(B)                                any agreements
in effect on the date of this Agreement and described on Schedule 7.02(k);


 


(C)                                any applicable
law, rule or regulation (including, without limitation, applicable
currency control laws and applicable state corporate statutes restricting the
payment of dividends in certain circumstances);


 


(D)                               in the case of
clause (iv) any agreement setting forth customary restrictions on the
subletting, assignment or transfer of any property


 


88

















 


or asset that is a lease,
license, conveyance or contract of similar property or assets;


 


(E)                                 in the case of
clause (iv) any agreement, instrument or other document evidencing a
Permitted Lien from restricting on customary terms the transfer of any property
or assets subject thereto, or


 


(F)                                 any agreement,
instrument or other document evidencing Permitted Indebtedness, so long as such
agreement, instrument or other document does not contain encumbrances and
restrictions that are more restrictive taken as a whole to the Parent and its
Subsidiaries than any such similar encumbrances and restrictions contained in
this Agreement or the Senior Note Documents.


 


(l)                                        Modifications
of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend,
modify or otherwise change (or permit the amendment, modification or other
change in any manner of) any of the provisions of any of its or its
Subsidiaries’ Subordinated Indebtedness or of any instrument or agreement
(including, without limitation, any purchase agreement, indenture or loan
agreement) relating to any such Subordinated Indebtedness if such amendment, modification
or change would shorten the final maturity or average life to maturity of, or
require any payment to be made earlier than the date originally scheduled on,
such Subordinated Indebtedness, would increase the interest rate applicable to
such Subordinated Indebtedness, would change any subordination provision of
such Subordinated Indebtedness, or would otherwise be adverse to any Agent, any
Lender, the L/C Issuer or the issuer of such Subordinated Indebtedness in any
respect; (ii) make any voluntary or optional payment, prepayment,
redemption, defeasance, sinking fund payment or other acquisition for value of
any of its or its Subsidiaries’ Subordinated Indebtedness (including, without
limitation, by way of depositing money or securities with the trustee therefor
before the date required for the purpose of paying any portion of such
Subordinated Indebtedness when due), or refund, refinance, replace or exchange
any other Indebtedness for any such Subordinated Indebtedness (except to the
extent such Indebtedness is otherwise expressly permitted by the definition of
“Permitted Indebtedness”), or make any payment, prepayment, redemption,
defeasance, sinking fund payment or repurchase of any outstanding Subordinated
Indebtedness as a result of any asset sale, change of control, issuance and
sale of debt or equity securities or similar event, or give any notice with
respect to any of the foregoing; (iii) amend, modify or otherwise change
(or permit the amendment, modification or other change in any manner of) any of
the provisions of any of its or its Subject Indebtedness or of any instrument
or agreement (including, without limitation, any purchase agreement, indenture
or loan agreement) relating to any such Subject Indebtedness if such amendment,
modification or change would shorten the final maturity or average life to
maturity of, or require any payment to be made earlier than the date originally
scheduled on, such Subject Indebtedness; (iv) refund, refinance, replace
or exchange any other Indebtedness for any Subject Indebtedness (except to the
extent such Indebtedness is otherwise expressly permitted by the definition of
“Permitted Indebtedness”); (v) make any voluntary or optional payment,
prepayment, redemption, defeasance, sinking fund payment or other acquisition
for value of any of its or its Subsidiaries’ Subject Indebtedness


 


89

















 


(including, without
limitation, by way of depositing money or securities with the trustee therefor
before the date required for the purpose of paying any portion of such
Subordinated Indebtedness when due), except where (x) no Event of Default
exists at the time thereof and (y) Availability is not less than
$25,000,000 after giving effect thereto; or (vi) amend, modify or otherwise
change any of its Governing Documents, including, without limitation, by the
filing or modification of any certificate of designation, or any agreement or
arrangement entered into by it, with respect to any of its Capital Stock
(including any shareholders’ agreement), or enter into any new agreement with
respect to any of its Capital Stock, except any such amendment, modification or
change or any such new agreement or arrangement pursuant to this clause (vi) that,
either individually or in the aggregate, could not adversely affect any Agent,
any Lender or the L/C Issuer in any material respect.


 


(m)                                  [intentionally
omitted]


 


(n)                                    No Further
Negative Pledge. Enter into, incur or permit to exist, or permit
any Subsidiary to enter into, incur or permit to exist, directly or indirectly,
any agreement, instrument, deed, lease or other arrangement that prohibits,
restricts or imposes any condition upon the ability of the Parent, the Borrower
or any Subsidiary of the Borrower to create, incur or permit to exist any Lien
upon any of its property or revenues, whether now owned or hereafter acquired,
or that requires the grant of any security for an obligation if security is
granted for another obligation, except the following: (i) this Agreement
and the other Loan Documents, (ii) restrictions or conditions imposed by
the Senior Note Documents, (iii) restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by Section 7.02(a) of
this Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, (iv) any customary restrictions and
conditions contained in agreements relating to the sale or other disposition of
assets or of a Subsidiary pending such sale or other disposition; provided
that such restrictions and conditions apply only to the assets or Subsidiary to
be sold or disposed of and such sale or disposition is permitted hereunder, (v) customary
provisions in leases restricting the assignment or sublet thereof and (vi) restrictions
or conditions imposed by any agreement relating to Permitted Indebtedness if
such restrictions or conditions are not more restrictive taken as a whole to
the Parent and its Subsidiaries than the restrictions and conditions contained
in this Agreement or the Senior Note Documents.


 


(o)                                    Management
Agreement.  Agree to
any amendment, modification or other change to the Management Services
Agreement that either (i) increases or otherwise changes the payment
obligations of any Loan Party or any of their Subsidiaries, or (ii) either
individually or in the aggregate, could reasonably be expected to adversely
affect any Agent or Lender in any respect.


 


(p)                                    Parent.  Allow the Parent to (i) Incur, directly
or indirectly, any Indebtedness or any other obligation or liability whatsoever
other than the Indebtedness and obligations under this Agreement, the other
Loan Documents and the Senior Note Documents, (ii) create, incur or suffer
to exist any consensual Lien upon any property or assets now owned or hereafter
acquired, leased or licensed by it other than the Liens created under the Loan
Documents to which it is a party, (iii) engage in any business or activity
or


 


90

















 


own any assets, other than
in the case of clauses (i) and (iii) above, (A) holding 100% of
the Capital Stock of the Borrower, (B) performing its obligations and
activities incidental thereto under the Loan Documents and the Senior Note
Documents, (C) making restricted payments and investments to the extent
expressly permitted by this Agreement, (D) maintaining its corporate
existence and activities incidental thereto, and (E) incurring
Indebtedness under clauses (q), (t) and (v) of the definition of
Permitted Indebtedness; (iv) consolidate with or merge with or into, or
convey, transfer, lease or license all or any substantial portion of its assets
to, any Person, (v) sell or otherwise dispose of any Capital Stock of the
Borrower; or (vi) create or acquire any Subsidiary or make or own any
investment in any Person other than the Borrower.


 


(q)                                    Fiscal Year. Change the
ending date of the Fiscal Year of the Parent and its Subsidiaries without the
prior written consent of the Agents (such consent not to be unreasonably
withheld but with appropriate related changes to the Agreement).


 


(r)                                       Sale and Lease
Back Transaction. Create, incur or suffer to exist, or permit any of
its Subsidiaries to create, incur or suffer to exist, any obligations as lessee
for the payment of rent for any real or personal property in connection with
any sale and leaseback transaction.


 


Section 7.03                                   Financial
Covenants.


 


So long as any principal of
or interest on any Revolving Loan, Reimbursement Obligation, Letter of Credit
Obligation or any other Obligation (whether or not due) shall remain unpaid or
any Lender shall have any Revolving Credit Commitment hereunder, each Loan
Party shall not, unless the Required Lenders shall otherwise consent in
writing:


 


(a)                                     Consolidated
Total Leverage Ratio.  Permit the
Consolidated Total Leverage Ratio of the Parent and its Subsidiaries as of the
last day of each period of four (4) consecutive fiscal quarters of the
Parent and its Subsidiaries to be greater than the applicable ratio set forth
below:


 


91

















 


	
   

  	
   

  	
  Consolidated
  Total Leverage

  	
   

  
	
  Fiscal Quarter End

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  end of each fiscal quarter during Fiscal Year 2010 (commencing with the
  fiscal quarter ending September 30, 2010) and the end of the first three fiscal
  quarters in Fiscal Year 2011

  	
   

  	
  3.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  end of the last fiscal quarter in Fiscal Year 2011 and the end of the first
  three fiscal quarters during Fiscal Year 2012

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  end of the last fiscal quarter in 2012 and the end of each fiscal quarter thereafter

  	
   

  	
  3.25:1.00

  	
   

  



 


(b)                                    Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage
Ratio of the Parent and its Subsidiaries as of the last day of each period of
four (4) consecutive fiscal quarters of the Parent and its Subsidiaries to
be less than the applicable ratio set forth below:


 


92

















 


	
   

  	
   

  	
  Consolidated
  Interest

  	
   

  
	
  Fiscal Quarter End

  	
   

  	
  Coverage
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  end of each fiscal quarter during Fiscal Year 2010 (commencing with the
  fiscal quarter ending September 30, 2010), the end of each fiscal quarter
  during Fiscal Year 2011 and the end of the first three fiscal quarters during
  Fiscal Year 2012

  	
   

  	
  2.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  end of the last fiscal quarter in 2012 and the end of each fiscal quarter thereafter

  	
   

  	
  2.50:1.00

  	
   

  



 


ARTICLE VIII


 


[Reserved.]


 


ARTICLE IX


 


EVENTS OF DEFAULT


 


Section 9.01                                   Events of
Default.


 


If any of the following
Events of Default shall occur and be continuing:


 


(a)                                     the Borrower
shall (i) fail to pay any principal of any Revolving Loan, any Reimbursement
Obligation when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) or (ii) fail to pay any interest on any
Revolving Loan, any Reimbursement Obligation, or any fee, indemnity or other
amount payable under this Agreement or any other Loan Document when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) and in the case of clause (ii), such failure shall continue for more
than three Business Days;


 


(b)                                    or any
representation or warranty made or deemed made by or on behalf of any Loan
Party or by any officer of the foregoing under or in connection with any Loan
Document or under or in connection with any certificate, financial statement,
report or statement of fact delivered to any Agent, any Lender or the L/C
Issuer pursuant to any Loan Document shall have been incorrect in any material
respect when made or deemed made;


 


(c)                                     any Loan Party
shall fail to perform or comply with:


 


(i)                                        any covenant or
agreement contained in clause (vii) of paragraph (a) of Section 7.01,
or any covenant or agreement contained in Section 7.02 or Section 7.03;


 


93

















 


(ii)                                     any covenant or
agreement contained in paragraph (h) (with respect to policies of property
insurance) of Section 7.01, and such failure shall remain unremedied for a
period of 5 Business Days after the earlier of the date a senior officer of any
Loan Party becomes aware of such failure and the date written notice of such
default shall have been given by any Agent to such Loan Party; or


 


(iii)                                  any covenant or
agreement contained in clauses (i) though (v) of paragraph (a), or
paragraph (c) or (d)(i) (with respect to the Parent or the Borrower),
of Section 7.01, and such failure shall remain unremedied for a period of
10 Business Days after the earlier of the date a senior officer of any Loan
Party becomes aware of such failure and the date written notice of such default
shall have been given by any Agent to such Loan Party;


 


(d)                                    any Loan Party
shall fail to perform or comply with any other term, covenant or agreement
contained in any Loan Document to be performed or observed by it and, except as
set forth in subsections (a), (b) and (c) of this Section 9.01,
such failure, if capable of being remedied, shall remain unremedied for 30 days
after the date written notice of such default shall have been given by any
Agent to such Loan Party;


 


(e)                                     the Parent or
any of its Subsidiaries shall fail to pay any principal of or interest or
premium on any of its Indebtedness (excluding Indebtedness evidenced by this
Agreement), to the extent that the aggregate principal amount of all such
Indebtedness exceeds $10,000,000, when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness, or any other default under any
agreement or instrument relating to any such Indebtedness, or any other event,
shall occur and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such default or
event is to accelerate, or to permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or required to be prepaid (other than by a regularly scheduled required
prepayment), redeemed, purchased or defeased or an offer to prepay, redeem,
purchase or defease such Indebtedness shall be required to be made, in each
case, prior to the stated maturity thereof;


 


(f)                                       the Parent or
any of its Subsidiaries (i) shall institute any proceeding or voluntary
case seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for any such Person or for any substantial part of its
property, (ii) shall be generally not paying its debts as such debts
become due or shall admit in writing its inability to pay its debts generally,
(iii) shall make a general assignment for the benefit of creditors, or
(iv) shall take any action to authorize or effect any of the actions set
forth above in this subsection (f);


 


94

















 


(g)                                    any proceeding
shall be instituted against the Parent or any of its Subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for any such Person or
for any substantial part of its property, and either such proceeding shall
remain undismissed or unstayed for a period of 60 days or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against any such Person or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
property) shall occur;


 


(h)                                    any provision
of any Loan Document shall at any time for any reason (other than pursuant to
the express terms thereof) cease to be valid and binding on or enforceable
against any Loan Party intended to be a party thereto, or the validity or
enforceability thereof shall be contested by any party thereto, or a proceeding
shall be commenced by any Loan Party or any Governmental Authority having
jurisdiction over any of them, seeking to establish the invalidity or
unenforceability thereof, or any Loan Party shall deny in writing that it has
any liability or obligation purported to be created under any Loan Document;


 


(i)                                        any Security
Agreement, any Mortgage or any other security document, after delivery thereof
pursuant hereto, shall for any reason fail or cease to create a valid and
perfected and, except to the extent permitted by the terms hereof or thereof,
first priority Lien in favor of the Collateral Agent for the benefit of the
Lenders on any Collateral purported to be covered thereby, except to the extent
that any such loss of perfection or priority results solely from the failure of
the Collateral Agent to maintain possession of certificates actually delivered
to it representing Capital Stock pledged to it or to file Uniform Commercial
Code continuation statements;


 


(j)                                        one or more
judgments, orders or awards (or any settlement of any claim that, if breached,
could result in a judgment, order or award) for the payment of money exceeding
$10,000,000 in the aggregate shall be rendered against any Loan Party and
remain unsatisfied and either (i) enforcement proceedings shall have been
commenced by any creditor upon any such judgment, order, award or settlement,
(ii) there shall be a period of 45 consecutive days after entry thereof
during which a stay of enforcement of any such judgment, order, award or
settlement, by reason of a pending appeal or otherwise, shall not be in effect,
or (iii) at any time during which a stay of enforcement of any such
judgment, order, award or settlement, by reason of a pending appeal or
otherwise, is in effect, such judgment, order, award or settlement is not
bonded in the full amount of such judgment, order, award or settlement; provided,
however, that any such judgment, order, award or settlement shall not
give rise to an Event of Default under this subsection (j) if and for so
long as (A) the amount of such judgment, order, award or settlement is
covered by a valid and binding policy of insurance between the defendant and
the insurer covering full payment thereof and (B) such insurer has been
notified, and has not disputed the claim made for payment, of the amount of
such judgment, order, award or settlement;


 


(k)                                     [reserved];


 


95

















 


(l)                                     any Loan Party
or any of its ERISA Affiliates shall have made a complete or partial withdrawal
from a Multiemployer Plan, and, as a result of such complete or partial
withdrawal, any Loan Party or any of its ERISA Affiliates incurs a withdrawal
liability in an annual amount exceeding $10,000,000; or a Multiemployer Plan
enters reorganization status under Section 4241 of ERISA, and, as a result
thereof any Loan Party’s or any of its ERISA Affiliates’ annual contribution
requirements with respect to such Multiemployer Plan increases in an annual
amount exceeding $10,000,000;


 


(m)                               any Termination
Event with respect to any Employee Plan shall have occurred, and, 30 days after
notice thereof shall have been given to any Loan Party by any Agent, (i) such
Termination Event (if correctable) shall not have been corrected, and (ii) as
a result of such Termination Event any Loan Party or any of its ERISA
Affiliates incurs liability in excess of $10,000,000; or


 


(n)                                 a Change of
Control shall have occurred;


 


then, and in any such event,
the Administrative Agent may, and shall at the request of the Required Lenders,
by written notice to the Borrower, (i) terminate or reduce all Revolving
Credit Commitments, whereupon all Revolving Credit Commitments shall
immediately be so terminated or reduced, (ii) declare all or any portion
of the Revolving Loans and Reimbursement Obligations then outstanding to be due
and payable, whereupon all or such portion of the aggregate principal of all
Revolving Loans and Reimbursement Obligations, all accrued and unpaid interest
thereon, all fees and all other amounts payable under this Agreement and the
other Loan Documents shall become due and payable immediately, without
presentment, demand, protest or further notice of any kind, all of which, to
the extent permitted by applicable law, are hereby expressly waived by each
Loan Party and (iii) exercise any and all of its other rights and remedies
under applicable law, hereunder and under the other Loan Documents; provided,
however, that upon the occurrence of any Event of Default described in
subsection (f) or (g) of this Section 9.01 with respect to any
Loan Party, without any notice to any Loan Party or any other Person or any act
by any Agent or any Lender, all Revolving Credit Commitments shall
automatically terminate and all Revolving Loans and Reimbursement Obligations
then outstanding, together with all accrued and unpaid interest thereon, all
fees and all other amounts due under this Agreement and the other Loan
Documents shall become due and payable automatically and immediately, without
presentment, demand, protest or notice of any kind, all of which are expressly
waived by each Loan Party. Subject to Section 4.04(b), the Administrative
Agent may, after the occurrence and during the continuation of any Event of
Default, require the Borrower to deposit with the Administrative Agent with
respect to each Letter of Credit then outstanding cash in an amount equal to
105% of the greatest amount for which such Letter of Credit may be drawn. Such
deposits shall be held by the Administrative Agent in the Letter of Credit
Collateral Account as security for, and to provide for the payment of, the
Letter of Credit Obligations.


 


96














 


ARTICLE X


 


THE AGENTS


 


Section 10.01                          Appointment and
Authorization of Administrative Agent and Collateral Agent.


 


Each Lender and the L/C
Issuer hereby appoints Bank of Montreal as the Administrative Agent and Harris
N.A. the Collateral Agent under the Loan Documents and hereby authorizes each
Agent to take such action as such Agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to such Agent by the terms
thereof, together with such powers as are reasonably incidental thereto. The
Lenders and L/C Issuer expressly agree that no Agent is acting as a fiduciary
of the Lenders or the L/C Issuer in respect of the Loan Documents, the Borrower
or otherwise, and nothing herein or in any of the other Loan Documents shall
result in any duties or obligations on any Agent or any of the Lenders or L/C
Issuer except as expressly set forth herein.


 


Section 10.02                          Agents and
Affiliates.


 


Each Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any
other Lender and may exercise or refrain from exercising such rights and power
as though it were not an Agent, and each Agent and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower or any Affiliate of the Borrower as if it were not an Agent under
the Loan Documents. The term “Lender” as used herein and in all other Loan
Documents, unless the context otherwise clearly requires, includes each Agent
in its individual capacity as a Lender (if applicable).


 


Section 10.03                          Action by
Agents.


 


If the Administrative Agent
receives from the Borrower a written notice of an Event of Default pursuant to
and in compliance with the notice provisions hereof, the Administrative Agent
shall promptly give each of the Lenders and L/C Issuer written notice thereof.
The obligations of the Agents under the Loan Documents are only those expressly
set forth therein. Without limiting the generality of the foregoing, no Agent
shall be required to take any action hereunder with respect to any Default or
Event of Default, except as otherwise expressly provided for herein. Upon the
occurrence of an Event of Default, the Collateral Agent shall take such action
to enforce its Lien on the Collateral and to preserve and protect the
Collateral as may be directed by the Required Lenders. Unless and until the
Required Lenders give such direction, the Collateral Agent may (but shall not
be obligated to) take or refrain from taking such actions as it deems
appropriate and in the best interests of the Lenders and L/C Issuer. In no
event, however, shall an Agent be required to take any action in violation of
applicable law or of any provision of any Loan Document, and each Agent shall
in all cases be fully justified in failing or refusing to act hereunder or
under any other Loan Document unless it first receives any further assurances
of its indemnification from the Lenders that it may require, including
prepayment of any related expenses and any


 


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other protection it requires
against any and all costs, expense, and liability which may be incurred by it
by reason of taking or continuing to take any such action. Each Agent shall be
entitled to assume that no Default or Event of Default exists unless notified
in writing to the contrary by a Lender, the L/C Issuer, or the Borrower.  In all cases in which the Loan Documents do
not require each Agent to take specific action, the Administrative Agent shall
be fully justified in using its discretion in failing to take or in taking any
action thereunder. Any instructions of the Required Lenders, or of any other
group of Lenders called for under the specific provisions of the Loan
Documents, shall be binding upon all the Lenders and the holders of the
Obligations.


 


Section 10.04                          Consultation
with Experts.


 


Each Agent may consult with
legal counsel, independent public accountants, and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts.


 


Section 10.05                          Liability of
Agents; Credit Decision.


 


Neither any Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or not taken by it in connection with the Loan Documents: (i) with
the consent or at the request of the Required Lenders or (ii) in the
absence of its own gross negligence or willful misconduct. Neither any Agent
nor any of its directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into or verify:  (i) any statement, warranty or
representation made in connection with this Agreement, any other Loan Document
or any extension of credit hereunder; (ii) the performance or observance
of any of the covenants or agreements of any Loan Party contained herein or in
any other Loan Document; (iii) the satisfaction of any condition specified
in ARTICLE V hereof, except receipt of items required to be delivered to
the Administrative Agent; or (iv) the validity, effectiveness,
genuineness, enforceability, perfection, value, worth or collectability hereof
or of any other Loan Document or of any other documents or writing furnished in
connection with any Loan Document or of any Collateral; and no Agent makes any
representation of any kind or character with respect to any such matter
mentioned in this sentence. Each Agent may execute any of its duties under any
of the Loan Documents by or through employees, agents, and attorneys-in-fact
and shall not be answerable to the Lenders, the L/C Issuer, the Borrower, or
any other Person for the default or misconduct of any such agents or
attorneys-in-fact selected with reasonable care. No Agent shall incur any
liability by acting in reliance upon any notice, consent, certificate, other
document or statement (whether written or oral) believed by it to be genuine or
to be sent by the proper party or parties. In particular and without limiting
any of the foregoing, no Agent shall have any responsibility for confirming the
accuracy of any compliance certificate or other document or instrument received
by it under the Loan Documents. Each Agent may treat the payee of any
Obligation as the holder thereof until written notice of transfer shall have
been filed with the Administrative Agent signed by such payee in form
satisfactory to the Administrative Agent. Each Lender and L/C Issuer
acknowledges that it has independently and without reliance on any Agent or any
other Lender or L/C Issuer, and


 


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based upon such information,
investigations and inquiries as it deems appropriate, made its own credit
analysis and decision to extend credit to the Borrower in the manner set forth
in the Loan Documents. It shall be the responsibility of each Lender and L/C
Issuer to keep itself informed as to the creditworthiness of the Borrower and
the other Loan Parties, and the Agents shall have no liability to any Lender or
L/C Issuer with respect thereto.


 


Section 10.06                          Indemnity.


 


The Lenders shall ratably,
in accordance with their respective Pro Rata Shares, indemnify and hold each
Agent, and its directors, officers, employees, agents, and representatives
harmless from and against any liabilities, losses, costs or expenses suffered
or incurred by it under any Loan Document or in connection with the
transactions contemplated thereby, regardless of when asserted or arising,
except to the extent they are promptly reimbursed for the same by the Borrower
and except to the extent that any event giving rise to a claim was caused by
the gross negligence or willful misconduct of the party seeking to be
indemnified. The obligations of the Lenders under this Section shall
survive termination of this Agreement. Each Agent shall be entitled to offset
amounts received for the account of a Lender under this Agreement against
unpaid amounts due from such Lender to such Agent or any L/C Issuer hereunder
(whether as fundings of participations, indemnities or otherwise, and with any
amounts offset for the benefit of an Agent to be held by it for its own account
and with any amounts offset for the benefit of a L/C Issuer to be remitted by
the Administrative Agent to of for the account of such L/C Issuer, as
applicable), but shall not be entitled to offset against amounts owed to any
Agent or any L/C Issuer by any Lender arising outside of this Agreement and the
other Loan Documents.


 


Section 10.07                          Resignation of
Agents and Successor Agents.


 


Any Agent may resign at any
time by giving at least 30 days prior written notice thereof to the Lenders,
the L/C Issuer, and the Borrower. Upon any such resignation of such Agent, the
Required Lenders shall have the right to appoint a successor to such Agent with
the consent to of the Borrower (not to be unreasonably withheld or delayed, and
not to be required if an Event of Default then exists). If no such successor
Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the retiring Agent’s giving of notice
of resignation then the retiring Agent may, with the consent to of the Borrower
(not to be unreasonably withheld or delayed, and not to be required if an Event
of Default then exists), on behalf of the Lenders, appoint a successor Agent,
which may be any Lender hereunder or any commercial bank, or an Affiliate of a
commercial bank, having an office in the United States of America and having a
combined capital and surplus of at least $200,000,000.  Upon the acceptance of its appointment as the
Administrative Agent and/or Collateral Agent hereunder, as applicable, such
successor Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Agent under the Loan Documents, and the
retiring Agent shall be discharged from its duties and obligations thereunder
in its capacity as such.  After any
retiring Agent’s resignation hereunder in such capacity, the provisions of this
ARTICLE X and all protective provisions of the other Loan Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was an Agent, but no successor Agent shall


 


99

















 


in any event be liable or
responsible for any actions of its predecessor. If an Agent resigns in such capacity
and no successor is appointed, the rights and obligations of such Agent shall
be automatically assumed by the Required Lenders and (i) in the case of
the Administrative Agent, the Borrower shall be directed to make all payments
due each Lender and L/C Issuer hereunder directly to such Lender or L/C Issuer
and (ii) in the case of the Collateral Agent, the Administrative Agent’s
rights in the Loan Documents shall be assigned without representation, recourse
or warranty to the Lenders and L/C Issuer as their interests may appear.


 


Section 10.08                          L/C Issuer.


 


The L/C Issuer shall act on
behalf of the Lenders with respect to any Letters of Credit issued by it and
the documents associated therewith. The L/C Issuer shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this
Section 11 with respect to any acts taken or omissions suffered by the L/C
Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and the Letter of Credit Applications pertaining to such Letters
of Credit as fully as if the term “Administrative Agent”, as used in this
Section 11, included the L/C Issuer with respect to such acts or omissions
and (ii) as additionally provided in this Agreement with respect to such
L/C Issuer.


 


Section 10.09                          Hedging
Liability and Funds Transfer and Deposit Account Liability Arrangements.


 


By virtue of a Lender’s
execution of this Agreement or an assignment agreement pursuant to Section 12.07
hereof, as the case may be, any Affiliate of such Lender with whom any Loan
Party has entered into an agreement creating Hedging Liability or Funds
Transfer and Deposit Account Liability shall be deemed a Lender party hereto
for purposes of any reference in a Loan Document to the parties for whom the
Administrative Agent is acting, it being understood and agreed that the rights
and benefits of such Affiliate under the Loan Documents consist exclusively of
such Affiliate’s right to share in payments and collections out of the
Collateral and the Guaranties as more fully set forth herein. In connection
with any such distribution of payments and collections, or any request for the
release of the Guaranties and the Collateral Agent’s Liens in connection with
the termination of the Commitments and the payment in full of the Obligations,
the Agents shall be entitled to assume no amounts are due to any Lender or its
Affiliate with respect to Hedging Liability or Funds Transfer and Deposit
Account Liability unless such Lender has notified the Administrative Agent in writing
of the amount of any such liability owed to it or its Affiliate prior to such
distribution or payment or release of Guaranties and Liens.


 


Section 10.10                          Joint Lead
Arrangers, Etc.


 


The Joint Lead Arrangers,
the Joint Bookrunners, the Syndication Agent and the Documentation Agent shall
not have any rights, duties or responsibilities hereunder in their respective
capacity as such.


 


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Section 10.11                          Authorization
to Release or Subordinated or Limited Liens.


 


The Collateral Agent is
hereby irrevocably authorized by each of the Lenders and the L/C Issuer to (a) release
any Lien covering any Collateral that is sold, transferred, or otherwise
disposed of in accordance with the terms and conditions of this Agreement and
the relevant Loan Documents (including a sale, transfer, or disposition
permitted by the terms of Section 7.02(c) hereof or which has otherwise
been consented to in accordance with Section 12.02 hereof), (b) release
or subordinate any Lien on Collateral consisting of goods financed with
purchase money indebtedness or under a Capitalized Lease to the extent such
purchase money indebtedness or Capitalized Lease Obligation, and the Lien
securing the same, are permitted hereunder, (c) reduce or limit the amount
of the indebtedness secured by any particular item of Collateral to an amount
not less than the estimated value thereof to the extent necessary to reduce
mortgage registry, filing and similar tax, and (d) release Liens on the
Collateral following termination or expiration of the Commitments and payment
in full in cash of the Obligations.


 


Section 10.12                          Authorization
to Enter into, and Enforcement of, the Loan Documents.


 


Each Agent is hereby
irrevocably authorized by each of the Lenders and the L/C Issuer to execute and
deliver the Loan Documents on behalf of each of the Lenders and their
Affiliates and the L/C Issuer and to take such action and exercise such powers
under the Loan Documents as such Agent considers appropriate, provided
the Agents shall not amend the Loan Documents unless such amendment is agreed
to in writing by the Required Lenders. Each Lender and L/C Issuer acknowledges
and agrees that it will be bound by the terms and conditions of the Loan
Documents upon the execution and delivery thereof by an Agent. Except as
otherwise specifically provided for herein, no Lender (or its Affiliates) or
L/C Issuer, other than Collateral Agent, shall have the right to institute any
suit, action or proceeding in equity or at law for the foreclosure or other
realization upon any Collateral or for the execution of any trust or power in
respect of the Collateral or for the appointment of a receiver or for the
enforcement of any other remedy under the Loan Documents; it being understood
and intended that no one or more of the Lenders (or their Affiliates) or L/C
Issuer shall have any right in any manner whatsoever to affect, disturb or
prejudice the Liens of the Collateral Agent (or any security trustee therefor)
under the Loan Documents by its or their action or to enforce any right
thereunder, and that all proceedings at law or in equity shall be instituted,
had, and maintained by the Collateral Agent (or its security trustee) in the
manner provided for in the relevant Loan Documents for the benefit of the
Lenders, the L/C Issuer, and their Affiliates.


 


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ARTICLE XI


 


GUARANTY


 


Section 11.01                          Guaranty.


 


Each Guarantor hereby
jointly and severally and unconditionally and irrevocably guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all Obligations of the Borrower now or hereafter existing under
any Loan Document, whether for principal, interest (including, without
limitation, all interest that accrues after the commencement of any Insolvency
Proceeding of the Borrower, whether or not a claim for post-filing interest is
allowed in such Insolvency Proceeding), Letter of Credit Obligations, Hedging
Liability, Funds Transfer and Deposit Account Liability, fees, commissions,
expense reimbursements, indemnifications or otherwise (such obligations, to the
extent not paid by the Borrower, being the “Guaranteed Obligations”),
and agrees to pay any and all expenses (including reasonable counsel fees and
expenses) incurred by the Agents, the Lenders and the L/C Issuer in enforcing
any rights under the guaranty set forth in this ARTICLE XI.  Without limiting the generality of the
foregoing, each Guarantor’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Borrower
to the Agents, the Lenders and the L/C Issuer under any Loan Document but for
the fact that they are unenforceable or not allowable due to the existence of
an Insolvency Proceeding involving the Borrower.


 


Section 11.02                          Guaranty
Absolute.


 


Each Guarantor jointly and
severally guarantees that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Agents, the Lenders or the L/C Issuer
with respect thereto.  Each Guarantor
agrees that this ARTICLE XI constitutes a guaranty of payment when due and
not of collection and waives, to the extent permitted by applicable law, any
right to require that any resort be made by any Agent or any Lender to any
Collateral. The obligations of each Guarantor under this ARTICLE XI are
independent of the Guaranteed Obligations, and a separate action or actions may
be brought and prosecuted against each Guarantor to enforce such obligations,
irrespective of whether any action is brought against any Loan Party or whether
any Loan Party is joined in any such action or actions.  The liability of each Guarantor under this
ARTICLE XI shall be irrevocable, absolute and unconditional irrespective
of, and each Guarantor hereby irrevocably waives, to the extent permitted by
applicable law, any defenses it may now or hereafter have in any way relating
to, any or all of the following:


 


(a)                                  any lack of
validity or enforceability of any Loan Document or any agreement or instrument
relating thereto;


 


(b)                                 any change in
the time, manner or place of payment of, or in any other term of, all or any of
the Guaranteed Obligations, or any other amendment or waiver of or


 


102

















 


any consent to departure
from any Loan Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
Loan Party or otherwise;


 


(c)                                  any taking,
exchange, release or non-perfection of any Collateral, or any taking, release
or amendment or waiver of or consent to departure from any other guaranty, for
all or any of the Guaranteed Obligations;


 


(d)                                 the existence
of any claim, set-off, defense or other right that any Guarantor may have at
any time against any Person, including, without limitation, any Agent, any
Lender or the L/C Issuer;


 


(e)                                  any change,
restructuring or termination of the corporate, limited liability company or
partnership structure or existence of any Loan Party; or


 


(f)                                    any other
circumstance (including, without limitation, any statute of limitations) or any
existence of or reliance on any representation by the Agents, the Lenders or
the L/C Issuer that might otherwise constitute a defense available to, or a
discharge of, any Loan Party or any other guarantor or surety.


 


This ARTICLE XI shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by the Agents, the Lenders, the L/C Issuer or any other Person upon
the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all
as though such payment had not been made.


 


Section 11.03                          Waiver.


 


Each Guarantor hereby
waives, to the extent permitted by applicable law, (i) promptness and
diligence, (ii) notice of acceptance and any other notice with respect to
any of the Guaranteed Obligations and this ARTICLE XI and any requirement
that the Agents, the Lenders or the L/C Issuer exhaust any right or take any
action against any Loan Party or any other Person or any Collateral, (iii) any
right to compel or direct any Agent, any Lender or the L/C Issuer to seek
payment or recovery of any amounts owed under this ARTICLE XI from any one
particular fund or source or to exhaust any right or take any action against
any other Loan Party, any other Person or any Collateral, (iv) any
requirement that any Agent, any Lender or the L/C Issuer protect, secure,
perfect or insure any security interest or Lien on any property subject thereto
or exhaust any right to take any action against any Loan Party, any other
Person or any Collateral, and (v) any other defense available to any
Guarantor. Each Guarantor agrees that the Agents, the Lenders and the L/C
Issuer shall have no obligation to marshal any assets in favor of any Guarantor
or against, or in payment of, any or all of the Obligations. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and that the waiver set forth in
this Section 11.03 is knowingly made in contemplation of such
benefits.  Each Guarantor hereby waives,
to the extent permitted by applicable law, any right to revoke this


 


103

















 


ARTICLE XI, and
acknowledges that this ARTICLE XI is continuing in nature and applies to
all Guaranteed Obligations, whether existing now or in the future.


 


Section 11.04                          Continuing
Guaranty; Assignments.


 


This ARTICLE XI is a
continuing guaranty and shall (a) remain in full force and effect until
the later of the cash payment in full of the Guaranteed Obligations (other than
indemnification obligations as to which no claim has been made) and all other
amounts payable under this ARTICLE XI and the Final Maturity Date, (b) be
binding upon each Guarantor, its successors and assigns and (c) inure to
the benefit of and be enforceable by the Agents, the Lenders and the L/C Issuer
and their successors, pledgees, transferees and assigns. Without limiting the
generality of the foregoing clause (c), any Lender may pledge, assign or
otherwise transfer all or any portion of its rights and obligations under this
Agreement (including, without limitation, all or any portion of its Revolving
Credit Commitments, its Revolving Loans, the Reimbursement Obligations and the
Letter of Credit Obligations owing to it) to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted such Lender herein or otherwise, in each case as provided in Section 12.07.


 


Section 11.05                          Subrogation.


 


No Guarantor will exercise
any rights that it may now or hereafter acquire against any Loan Party or any
other guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor’s obligations under this ARTICLE XI,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in
any claim or remedy of the Agents, the Lenders and the L/C Issuer against any
Loan Party or any other guarantor or any Collateral, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from any Loan Party
or any other guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security solely on account of such
claim, remedy or right, unless and until all of the Guaranteed Obligations and
all other amounts payable under this ARTICLE XI shall have been paid in
full in cash and the Final Maturity Date shall have occurred.  If any amount shall be paid to any Guarantor
in violation of the immediately preceding sentence at any time prior to the
later of the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this ARTICLE XI and the Final Maturity Date,
such amount shall be held in trust for the benefit of the Agents, the Lenders
and the L/C Issuer and shall forthwith be paid to the Agents, the Lenders and
the L/C Issuer to be credited and applied to the Guaranteed Obligations and all
other amounts payable under this ARTICLE XI, whether matured or unmatured,
in accordance with the terms of this Agreement, or to be held as Collateral for
any Guaranteed Obligations or other amounts payable under this ARTICLE XI
thereafter arising. If (i) any Guarantor shall make payment to the Agents,
the Lenders and the L/C Issuer of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this ARTICLE XI shall be paid in full in cash and (iii) the
Final Maturity Date shall have occurred, the Agents, the Lenders and the L/C
Issuer will, at such Guarantor’s request and


 


104

















 


expense, execute and deliver
to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to such Guarantor of an interest in the Guaranteed Obligations resulting from
such payment by such Guarantor.


 


Section 11.06                          Savings Clause.


 


Notwithstanding the
foregoing or any other provision of this Section to the contrary, if the
obligations of any Guarantor under this Section 11 would, in any action or
proceeding involving any state or provincial corporate law, or any state,
provincial, federal or foreign bankruptcy, insolvency, reorganization or other
law affecting the rights of creditors generally, otherwise be held or
determined to be subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of Title 11 of the United States Code or any comparable
applicable provisions of a state, provincial or foreign law on account of the
amount of its liability under this Section 11, then the amount of such
liability shall, without further action by such Guarantor, or any Loan Party or
any other Person, be automatically limited and reduced to the highest amount
that is valid and enforceable as determined in such action or proceeding.


 


ARTICLE XII


 


MISCELLANEOUS


 


Section 12.01                          Notices, Etc.


 


All notices and other
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered, if to any Loan Party, at the following address:


 


Lantheus Medical Imaging, Inc.


331 Treble Cove Road


North Billerica, MA 01862


Attention: Robert Gaffey,
VP, Finance


Telephone: 978-671-8618


Telecopier: 978-671-8079


 


with a copy to:


 


Lantheus Medical Imaging, Inc.


331 Treble Cove Road


North Billerica, MA 01862


Attention: Michael Duffy,
VP, General Counsel


and Secretary


Telephone: 978-671-8408


Telecopier: 978-671-8724


 


105

















 


with a copy to:


 


Avista Capital Partners, LP 


65 East 55th Street, 18th
Floor 


New York, NY 10022 


Attention: David Burgstahler



Telephone: 212-593-6920 


Telecopier: 212-593-6921


 


with a copy to:


 


Weil, Gotshal &
Manges LLP 


767 Fifth Avenue 


New York, NY 10153 


Attention: Andrew Yoon, Esq.



Telephone: 212-310-8689 


Telecopier: 212-310-8007


 


if to the Administrative
Agent, to it at the


following address:


 


Bank of Montreal


115 South LaSalle Street,
18th Floor West 


Chicago, IL 60603 


Attention: Andrew J. Pluta 


Telephone: (312) 461-7949 


Telecopier: (312) 293-4060


 


with a copy to:


 


Goldberg Kohn Ltd.


55 East Monroe, Suite 3300



Chicago, IL 60603 


Attention: Michael C.
Hainen, Esq. 


Telephone: 312-201-3913 


Telecopier: 312-863-7413


 


if to the Collateral Agent,
to it at the following 


address:


 


Harris N.A.


115 South LaSalle Street,
18th Floor West 


Chicago, IL 60603 


Attention: Andrew J. Pluta 


Telephone: (312) 461-7949 


Telecopier: (312) 293-4060


 


106

















 


with a copy to:


 


Goldberg Kohn Ltd.


55 East Monroe, Suite 3300


Chicago, IL 60603


Attention: Michael C.
Hainen, Esq.


Telephone: 312-201-3913


Telecopier: 312-863-7413


 


or, as to each party, at
such other address as shall be designated by such party in a written notice to
the other parties complying as to delivery with the terms of this Section 12.01.
All such notices and other communications shall be effective, (i) if
mailed, when received or three days after deposited in the mails, whichever
occurs first, (ii) if telecopied, when transmitted and confirmation
received, or (iii) if delivered, upon delivery, except that notices to any
Agent or the L/C Issuer pursuant to ARTICLE II and ARTICLE III shall
not be effective until received by such Agent or the L/C Issuer, as the case
may be.


 


Section 12.02                          Amendments, Etc.


 


No amendment or waiver of
any provision of this Agreement, and no consent to any departure by any Loan
Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders (and, in the case of amendments,
each Loan Party that is a party to this Agreement) or by the Collateral Agent
with the consent of the Required Lenders, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given, provided, however, that no amendment, waiver or
consent shall (i) increase the amount or extend the expiration date of any
Revolving Credit Commitment of any Lender, reduce the principal of, or interest
on, the Revolving Loans or the Reimbursement Obligations payable to any Lender,
reduce the amount of any fee payable for the account of any Lender, or postpone
or extend any date fixed for any payment of principal of, or interest or fees
on, the Revolving Loans or Letter of Credit Obligations payable to any Lender,
in each case without the written consent of any Lender affected thereby, (ii) increase
the Total Revolving Credit Commitment (other than in connection with a
Facilities Increase) without the written consent of each Lender, (iii) change
the percentage of the Revolving Credit Commitments or of the aggregate unpaid
principal amount of the Revolving Loans that is required for the Lenders or any
of them to take any action hereunder, in each case, without the written consent
of each Lender that would be affected thereby, (iv) amend the definition
of “Required Lenders” or “Pro Rata Share”, in each case, without the written
consent of each Lender, (v) release all or a substantial portion of the
Collateral (except as otherwise provided in Sections 7.02(c) and Article VIII
of this Agreement), subordinate any Lien granted in favor of the Collateral
Agent for the benefit of the Lenders (except as otherwise provided in Article XIII
of this Agreement), or release the Borrower or any Guarantor, in each case,
without the written consent of each Lender that would be affected thereby, or
(vi) amend, modify or waive Section 4.04 or this Section 12.02
of this Agreement, in each case, without the written consent of each Lender.
Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in
writing and


 


107














 


signed by an Agent, affect
the rights or duties of such Agent (but not in its capacity as a Lender) under
this Agreement or the other Loan Documents.


 


Section 12.03                          No Waiver;
Remedies, Etc.


 


No failure on the part of
any Agent or any Lender to exercise, and no delay in exercising, any right
hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right under any Loan Document
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Agents and the Lenders provided herein
and in the other Loan Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law.  The rights of the Agents and the Lenders
under any Loan Document against any party thereto are not conditional or
contingent on any attempt by the Agents and the Lenders to exercise any of
their rights under any other Loan Document against such party or against any
other Person.


 


Section 12.04                          Expenses;
Attorneys’ Fees.


 


The Borrower will pay on
demand, all reasonable out-of-pocket costs and expenses incurred by or on
behalf of each Agent (and, in the case of clauses (b) through (m) below,
each Lender), regardless of whether the transactions contemplated hereby are
consummated, including, without limitation, reasonable fees, costs, client
charges and expenses of counsel for each Agent (and, in the case of clauses (b) through
(m) below, each Lender) (which will be limited to one primary counsel and,
if necessary, one local counsel per jurisdiction for the indemnified parties,
unless a conflict of interest exists), accounting, due diligence, periodic
field audits, physical counts, valuations, investigations, searches and
filings, monitoring of assets, appraisals of Collateral, title searches and
reviewing environmental assessments, miscellaneous disbursements, examination,
travel, lodging and meals, arising from or relating to:  (a) the negotiation, preparation,
execution, delivery, performance and administration of this Agreement and the
other Loan Documents (including, without limitation, the preparation of any
additional Loan Documents pursuant to Section 7.01(b) or the review
of any of the agreements, instruments and documents referred to in Section 7.01(f)),
(b) any requested amendments, waivers or consents to this Agreement or the
other Loan Documents whether or not such documents become effective or are
given, (c) the preservation and protection of any of the Lenders’ rights
under this Agreement or the other Loan Documents, (d) the defense of any
claim or action asserted or brought against any Agent or any Lender by any
Person that arises from or relates to this Agreement, any other Loan Document,
the Agents’ or the Lenders’ claims against any Loan Party, or any and all
matters in connection therewith, (e) the commencement or defense of, or
intervention in, any court proceeding arising from or related to this Agreement
or any other Loan Document, (f) the filing of any petition, complaint, answer,
motion or other pleading by any Agent or any Lender, or the taking of any
action in respect of their interest in Collateral or other security granted to
such Person under a Loan Document, in accordance with this Agreement or any
other Loan Document, (g) the protection, collection, lease, sale, taking
possession of or liquidation of, any Collateral or other security in connection
with this Agreement or any other Loan Document, (h) any attempt to enforce
any Lien or security interest in any


 


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Collateral or other security
in connection with this Agreement or any other Loan Document, (i) any
attempt to collect from any Loan Party, (j) all liabilities and costs
arising from or in connection with the past, present or future operations of
any Loan Party involving any damage to real or personal property or natural
resources or harm or injury alleged to have resulted from any Release of
Hazardous Materials on, upon or into such property, (k) any Environmental
Liabilities and Costs incurred in connection with the investigation, removal,
cleanup and/or remediation of any Hazardous Materials present or arising out of
the operations of any facility of any Loan Party, (l) any Environmental
Liabilities and Costs incurred in connection with any Environmental Lien, or
(m) the receipt by any Agent or any Lender of any advice from
professionals with respect to any of the foregoing.  Without limitation of the foregoing or any
other provision of any Loan Document, (i) the Borrower agrees to pay all
broker fees that may become due in connection with the transactions
contemplated by this Agreement and the other Loan Documents, and (ii) if
the Borrower fails to perform any covenant or agreement contained herein or in
any other Loan Document, any Agent may itself perform or cause performance of
such covenant or agreement, and the reasonable expenses of such Agent incurred
in connection therewith shall be reimbursed on demand by the Borrower.


 


Section 12.05                          Right of
Set-off.


 


Upon the occurrence and
during the continuance of any Event of Default, any Agent, any Lender or the
L/C Issuer may, and is hereby authorized to, at any time and from time to time,
without notice to any Loan Party (any such notice being expressly waived by the
Loan Parties) and to the fullest extent permitted by law, set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other Indebtedness at any time owing by such Agent, such
Lender or the L/C Issuer to or for the credit or the account of any Loan Party
against any and all Obligations either now or hereafter existing, irrespective
of whether or not such Agent, such Lender or the L/C Issuer shall have made any
demand hereunder or thereunder and although such obligations may be contingent
or unmatured. Each Agent, each Lender and the L/C Issuer agrees to notify such
Loan Party promptly after any such set-off and application made by such Agent
or such Lender provided that the failure to give such notice shall not affect
the validity of such set-off and application. 
The rights of the Agents, the Lenders and the L/C Issuer under this
Section 12.05 are in addition to the other rights and remedies (including
other rights of set-off) which the Agents, the Lenders and the L/C Issuer may
have under this Agreement or any other Loan Documents of law or otherwise.


 


Section 12.06                          Severability.


 


Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


 


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Section 12.07                          Assignments and
Participations.


 


(a)                                  This Agreement
and the other Loan Documents shall be binding upon and inure to the benefit of
each Loan Party and each Agent and each Lender and their respective successors
and assigns; provided, however, that none of the Loan Parties may
assign or transfer any of its rights hereunder or under the other Loan
Documents without the prior written consent of each Lender and any such
assignment without the Lenders’ prior written consent shall be null and void.


 


(b)                                 Each Lender may
with the written consent of the Administrative Agent and, unless an Event of
Default has occurred and is continuing, the Borrower (no such consents to be
unreasonably withheld or delayed), assign to one or more other lenders or other
entities all or a portion of its rights and obligations under this Agreement
with respect to all or a portion of its Revolving Credit Commitment and the
Revolving Loans made by it; provided, however, that (i) such
assignment is in an amount which is at least $5,000,000 or a multiple of
$1,000,000 in excess thereof (or the remainder of such Lender’s Revolving
Credit Commitment) (except such minimum amount shall not apply to an assignment
by a Lender to (x) a Lender, an Affiliate of such Lender or a Related Fund
of such Lender or (y) a group of new Lenders, each of whom is an Affiliate
or Related Fund of each other to the extent the aggregate amount to be assigned
to all such new Lenders is at least $5,000,000 or a multiple of $1,000,000 in
excess thereof), (ii) except as provided in the last sentence of this
Section 12.07(b), the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance, an Assignment and
Acceptance, together with any promissory note subject to such assignment and
such parties shall deliver to the Administrative Agent, for the benefit of the
Administrative Agent, a processing and recordation fee of $3,500 (except the
payment of such fee shall not be required in connection with an assignment by a
Lender to a Lender, an Affiliate of such Lender or a Related Fund of such
Lender); and, after receipt of such Assignment and Acceptance, the
Administrative Agent shall notify the Borrower of the same with reasonable
promptness (except such notice shall not be required in connection with an
assignment by a Lender to a Lender, an Affiliate of such Lender or a Related
Fund of such Lender), (iii) no Lender shall assign any portion of its
Revolving Loans or Revolving Credit Commitments to any Person that is
identified in writing to the Administrative Agent on or prior to the Effective
Date in the Fee Letter as an “Excluded Assignee/Participant” (it being agreed
and understood that this clause (iii) shall not prohibit assignments by
any Lender to any of its Affiliates or Related Funds or to any other Lender);
(iv) no Lender shall assign any portion of its Revolving Loans or
Revolving Credit Commitments to any Person that is a direct competitor of a
Loan Party or has a controlling equity interest in, or is under common control
with, a direct competitor of a Loan Party (it being agreed and understood that
(x) for purposes of this clause (iv), a direct competitor of a Loan Party
shall mean a Person that, as a material part of its business, manufactures or
distributes Products, and (y) this clause (iv) shall not prohibit
assignments by any Lender to any of its Affiliates or Related Funds, to any
other Lender or to any commercial bank), and (v) no written consent of the
Administrative Agent or the Borrower shall be required in connection with any
assignment by a Lender to a Lender, an Affiliate of such Lender or a Related
Fund of such Lender.  Upon such
execution, delivery and


 


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acceptance, from and after
the effective date specified in each Assignment and Acceptance, which effective
date shall be at least 3 Business Days after the delivery thereof to the
Administrative Agent (or such shorter period as shall be agreed to by the
Administrative Agent and the parties to such assignment), (A) the assignee
thereunder shall become a “Lender” hereunder and, in addition to the rights and
obligations hereunder held by it immediately prior to such effective date, have
the rights and obligations hereunder that have been assigned to it pursuant to
such Assignment and Acceptance and (B) the assigning Lender thereunder
shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease
to be a party hereto). Notwithstanding anything to the contrary contained in
this Section 12.07(b), a Lender shall not assign all or any portion of its
rights or obligations under this Agreement to any Loan Party, any Affiliate of
any Loan Party, the Sponsor or any Affiliate of the Sponsor. Notwithstanding
anything to the contrary contained in this Section 12.07(b), a Lender may
assign any or all of its rights under the Loan Documents to an Affiliate of
such Lender or a Related Fund of such Lender without delivering an Assignment
and Acceptance to the Agents or to any other Person (a “Related Party
Assignment”); provided, however, that (I) the Borrower
and the Administrative Agent may continue to deal solely and directly with such
assigning Lender until an Assignment and Acceptance has been delivered to the
Administrative Agent for recordation on the Register, (II) the Collateral
Agent may continue to deal solely and directly with such assigning Lender until
receipt by the Collateral Agent of a copy of the fully executed Assignment and Acceptance
pursuant to Section 12.07(e), (III) the failure of such assigning
Lender to deliver an Assignment and Acceptance to the Agents shall not affect
the legality, validity, or binding effect of such assignment, and (IV) an
Assignment and Acceptance between the assigning Lender and an Affiliate of such
Lender or a Related Fund of such Lender shall be effective as of the date
specified in such Assignment and Acceptance and recorded on the Related Party
Register (as defined below).


 


(c)                                     By executing
and delivering an Assignment and Acceptance, the assigning Lender and the
assignee thereunder confirm to and agree with each other and the other parties
hereto as follows:  (i) other than
as provided in such Assignment and Acceptance, the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other Loan Document furnished pursuant hereto; (ii) the assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any Loan Party or any of its Subsidiaries or the
performance or observance by any Loan Party of any of its obligations under
this Agreement or any other Loan Document furnished pursuant hereto; (iii) such
assignee confirms that it has received a copy of this Agreement and the other
Loan Documents, together with such other documents and information it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the assigning


 


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Lender, any Agent or any
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents; (v) such
assignee appoints and authorizes the Agents to take such action as agents on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Agents by the terms hereof and thereof,
together with such powers as are reasonably incidental hereto and thereto; and
(vi) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement and the other
Loan Documents are required to be performed by it as a Lender.


 


(d)                                 The
Administrative Agent shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain, or cause to be maintained at the Payment
Office, a copy of each Assignment and Acceptance delivered to and accepted by
it and a register (the “Register”) for the recordation of the names and
addresses of the Lenders and the Revolving Credit Commitments of, and the
principal amount of the Revolving Loans (and stated interest thereon) (the “Registered
Loans”) and Letter of Credit Obligations owing to each Lender from time to
time. Subject to the penultimate sentence of this Section 12.07(d), the
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agents and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice. In the case of an assignment pursuant to the last
sentence of Section 12.07(b) as to which an Assignment and Acceptance
is not delivered to the Administrative Agent, the assigning Lender shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register (the “Related Party Register”) comparable to the
Register on behalf of the Borrower. The Related Party Register shall be
available for inspection by the Borrower and any Lender at any reasonable time
and from time to time upon reasonable prior notice.


 


(e)                                  Upon receipt by
the Administrative Agent of a completed Assignment and Acceptance, and subject
to any consent required from the Administrative Agent or the Borrower pursuant
to Section 12.07(b) (which consent of the Administrative Agent must
be evidenced by the Administrative Agent’s execution of an acceptance to such
Assignment and Acceptance), the Administrative Agent shall accept such assignment,
record the information contained therein in the Register.


 


(f)                                    A Registered
Loan (and the registered note, if any, evidencing the same) may be assigned or
sold in whole or in part only by registration of such assignment or sale on the
Register or the Related Party Register (and each registered note shall
expressly so provide). Any assignment or sale of all or part of such Registered
Loan (and the registered note, if any, evidencing the same) may be effected
only by registration of such assignment or sale on the Register or the Related
Party Register, together with the surrender of the registered note, if any,
evidencing the same duly endorsed by (or accompanied by a written instrument of
assignment or sale duly executed by) the holder of such registered note,
whereupon, at the request of the designated assignee(s) or transferee(s),
one or more new registered notes in the same aggregate principal amount shall
be issued to the designated


 


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assignee(s) or transferee(s). Prior to the registration of
assignment or sale of any Registered Loan (and the registered note, if any,
evidencing the same), the Agents shall treat the Person in whose name such
Registered Loan (and the registered note, if any, evidencing the same) is
registered on the Register as the owner thereof for the purpose of receiving
all payments thereon, notwithstanding notice to the contrary.


 


(g)                                 In the event
that any Lender sells participations in a Registered Loan, such Lender shall,
acting for this purpose as a non-fiduciary agent of the Borrower, maintain a
register on which it enters the name of all participants in the Registered
Loans held by it and the principal amount (and stated interest thereon) of the
portion of the Registered Loan that is the subject of the participation (the “Participant
Register”). A Registered Loan (and the registered note, if any, evidencing
the same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each registered note shall
expressly so provide). Any participation of such Registered Loan (and the
registered note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register. The Participant
Register shall be available for inspection by the Borrower and any Lender at
any reasonable time and from time to time upon reasonable prior notice.


 


(h)                                 Any Lender who
purchases or is assigned or participates in any portion of such Registered Loan
shall comply with Section 2.08(d), (f) and (g).


 


(i)                                     Each Lender may
sell participations to one or more banks or other entities in or to all or a
portion of its rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, all or a portion of its Revolving
Credit Commitments, the Revolving Loans made by it and its Pro Rata Share of
the Letter of Credit Obligations); provided, that (i) such Lender’s
obligations under this Agreement (including without limitation, its Revolving
Credit Commitments hereunder) and the other Loan Documents shall remain
unchanged; (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, and the Borrower, the
Agents and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement and the other Loan Documents; (iii) a participant shall not be
entitled to require such Lender to take or omit to take any action hereunder
except (A) action directly effecting an extension of the maturity dates or
decrease in the principal amount of the Revolving Loans or Letter of Credit
Obligations, (B) action directly effecting an extension of the due dates
or a decrease in the rate of interest payable on the Revolving Loans or the
fees payable under this Agreement, or (C) actions directly effecting a
release of all or a substantial portion of the Collateral or any Loan Party
(except as set forth in Section 10.11 of this Agreement or any other Loan
Document); (iv) no Lender shall participate any portion of its Revolving
Loans or Revolving Credit Commitments to any Person that is identified in
writing to the Administrative Agent on or prior to the Effective Date in the Fee
Letter as an “Excluded Assignee/Participant” (it being agreed and understood
that this clause (iv) shall not prohibit participations by any Lender to
any of its Affiliates or Related Funds or to any other Lender); and (v) no
Lender shall participate any portion of its Revolving Loans or Revolving Credit
Commitments to any Person that is a direct competitor of a Loan Party or has a
controlling equity interest in,


 


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or is under common control with, a direct competitor of a Loan Party
(it being agreed and understood that (x) for purposes of this clause (v),
a direct competitor of a Loan Party shall mean a Person that, as a material
part of its business, manufactures or distributes Products, and (y) this
clause (v) shall not prohibit participations by any Lender to any of its
Affiliates or Related Funds, to any other Lender or to any commercial bank).
The Loan Parties agree that each participant shall be entitled to the benefits
of Section 2.08 and Section 4.05 of this Agreement with respect to
its participation in any portion of the Revolving Credit Commitments and the
Revolving Loans as if it was a Lender, provided, however, that a
participant shall not be entitled to receive any greater payment under Sections
2.08 or 4.05 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such participant, unless (I) the
sale of the participation to such participant is made with the Borrower’s prior
written consent, or (II) such entitlement to a greater payment resulted
from a Change in Law after the participant became a participant.


 


(j)                                     If (i) the
Borrower is obligated to make any material payments under Section 2.08 and
Section 4.05 to any Lender, (ii) any Lender becomes a Defaulting
Lender, or (iii) any action to be taken by the Lenders or the Agents
hereunder requires the unanimous consent, authorization, or agreement of all
Lenders and the Required Lenders have agreed to such consent, authorization, or
agreement, and a Lender fails to give its consent, authorization, or agreement
(each such Lender, other than any Agent or any Lender that is an Affiliate or
Related Fund of each Agent, an “Affected Lender”), then the Borrower,
upon at least 5 Business Days prior irrevocable notice to the Agents and the
Affected Lender, may require such Affected Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 12.07), all of its interests, rights
and obligations under this Agreement and the other Loan Documents to one or
more substitute Lenders with the consent of the Administrative Agent (each, a “Substitute
Lender”). The Substitute Lender shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (A) the Borrower shall have paid to the Administrative Agent the
processing and recordation fee specified in Section 12.07(b), (B) such
Affected Lender shall have received payment of an amount equal to the
outstanding principal of its Revolving Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 2.10), from the Substitute
Lender (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts), (C) in the case
of any such assignment resulting from a claim for compensation under Section 2.08
or payments required to be made pursuant to Section 4.05, such assignment
will result in a reduction in such compensation or payments thereafter; and (D) such
assignment does not conflict with applicable Law.


 


(k)                                  Such notice to
replace the Affected Lender shall specify an effective date for such
replacement, which date shall not be later than 15 Business Days after the date
such notice is given, provided that any Affected Lender which receives
notice pursuant to Section 12.07(j) that it is being replaced shall
not be replaced if, not later than three (3) Business Days’ following
receipt by such Lender of such notice, the conditions set forth in clauses (i),
(ii) and (iii) above are no longer applicable with respect to such
Lender.


 


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Neither any Agent nor any Lender shall have any obligation to the
Borrower to find a Substitute Lender. Prior to the effective date of such
replacement, the Affected Lender and each Substitute Lender shall execute and
deliver an Assignment and Acceptance, subject only to the Affected Lender being
repaid its share of the outstanding Obligations. If the Affected Lender shall
refuse or fail to execute and deliver any such Assignment and Acceptance prior
to the effective date of such replacement, the Affected Lender shall be deemed
to have executed and delivered such Assignment and Acceptance. The replacement
of any Affected Lender shall be made in accordance with the terms of this
Section 12.07.


 


(l)                                     Notwithstanding anything to
the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the
Borrower, the option to provide to the Borrower all or any part of any Loan
that such Granting Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to make
any Loan and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof; provided further that nothing herein shall
make the SPC a “Lender” for the purposes of this Agreement, obligate the
Borrower or any other Loan Party or the Administrative Agent to deal with such
SPC directly, obligate the Borrower or any other Loan Party in any manner to
any greater extent than they were obligated to the Granting Lender, or increase
costs or expenses of the Borrower. The Loan Parties and the Administrative
Agent shall be entitled to deal solely with, and obtain good discharge from,
the Granting Lender and shall not be required to investigate or otherwise seek
the consent or approval of any SPC, including for the approval of any
amendment, waiver or other modification of any provision of any Loan Document.
The making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any
other person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States of America or any state thereof. In addition, notwithstanding anything
to the contrary contained in this Section 12.07(l), any SPC may (i) with
notice to, but without the prior written consent of, the Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Lender or to any
financial institutions (consented to by the Borrower and the Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.


 


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Section 12.08                          Counterparts.


 


This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Agreement by telecopier or electronic transmission shall be equally as
effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telecopier or
electronic transmission also shall deliver an original executed counterpart of
this Agreement but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.


 


Section 12.09                          GOVERNING LAW.


 


THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH
OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THE STATE OF NEW YORK.


 


Section 12.10                          CONSENT TO JURISDICTION;
SERVICE OF PROCESS  AND VENUE.


 


ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. EACH LOAN PARTY HEREBY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01, SUCH
SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH
LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION


 


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HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY LOAN
PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.


 


Section 12.11                          WAIVER OF JURY
TRIAL, ETC.


 


EACH LOAN PARTY, EACH AGENT AND EACH LENDER HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR
UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH,
OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH LOAN PARTY CERTIFIES THAT
NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY AGENT OR ANY LENDER WOULD NOT, IN
THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS
AGREEMENT.


 


Section 12.12                          Consent by the Agents and
Lenders.


 


Except as otherwise expressly set forth herein to
the contrary, if the consent, approval, satisfaction, determination, judgment,
acceptance or similar action (an “Action”) of any Agent or any Lender
shall be permitted or required pursuant to any provision hereof or any
provision of any other agreement to which any Loan Party is a party and to
which any Agent or any Lender has succeeded thereto, such Action shall be
required to be in writing and may be withheld or denied by such Agent or such
Lender, in its sole discretion, with or without any reason, and without being
subject to question or challenge on the grounds that such Action was not taken
in good faith.


 


Section 12.13                          No Party Deemed Drafter.


 


Each of the parties hereto agrees that no party
hereto shall be deemed to be the drafter of this Agreement.


 


117

















 


Section 12.14                          Reinstatement; Certain
Payments.


 


If any claim is ever made upon any Agent, any Lender
or the L/C Issuer for repayment or recovery of any amount or amounts received
by such Agent, such Lender or the L/C Issuer in payment or on account of any of
the Obligations, such Agent, such Lender or the L/C Issuer shall give prompt
notice of such claim to each other Agent and Lender and the Borrower, and if
such Agent, such Lender or the L/C Issuer repays all or part of such amount by
reason of (i) any judgment, decree or order of any court or administrative
body having jurisdiction over such Agent, such Lender or the L/C Issuer or any
of its property, or (ii) any good faith settlement or compromise of any
such claim effected by such Agent, such Lender or the L/C Issuer with any such
claimant, then and in such event each Loan Party agrees that (A) any such
judgment, decree, order, settlement or compromise shall be binding upon it
notwithstanding the cancellation of any Indebtedness hereunder or under the
other Loan Documents or the termination of this Agreement or the other Loan
Documents, and (B) it shall be and remain liable to such Agent, such
Lender or the L/C Issuer hereunder for the amount so repaid or recovered to the
same extent as if such amount had never originally been received by such Agent,
such Lender or the L/C Issuer.


 


Section 12.15                          Indemnification.


 


(a)                                  General Indemnity. In addition
to each Loan Party’s other Obligations under this Agreement, each Loan Party
agrees to, jointly and severally, defend, protect, indemnify and hold harmless
each Agent, each Lender and the L/C Issuer and all of their respective
officers, directors, employees, attorneys, consultants and agents (collectively
called the “Indemnitees”) from and against any and all losses, damages,
liabilities, obligations, penalties, fees, reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable attorneys’ fees, costs and
expenses which will be limited to one primary counsel and, if necessary, one
local counsel per jurisdiction for the indemnified parties, unless a conflict
of interest exists) incurred by such Indemnitees, whether prior to or from and
after the Effective Date, whether direct, indirect or consequential, as a
result of or arising from or relating to or in connection with any of the
following: (i) the negotiation, preparation, execution or performance or
enforcement of this Agreement, any other Loan Document or of any other document
executed in connection with the transactions contemplated by this Agreement,
(ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or
the L/C Issuer’s issuing of Letters of Credit for the account of the Borrower
under this Agreement or the other Loan Documents, including, without
limitation, the management of any such Revolving Loans, the Reimbursement
Obligations or the Letter of Credit Obligations, (iii) any matter relating
to the financing transactions contemplated by this Agreement or the other Loan
Documents or by any document executed in connection with the transactions
contemplated by this Agreement or the other Loan Documents, or (iv) any
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto (collectively, the
“Indemnified Matters”); provided, however, that the
Loan Parties shall not have any obligation to any Indemnitee under this
subsection (a) for any Indemnified Matter caused by the gross negligence,
willful misconduct or bad faith of, or material breach of the Loan Documents by,
such Indemnitee, as determined by a final judgment of a court of competent
jurisdiction.


 


118














 


(b)                                 Environmental
Indemnity. Without limiting Section 12.15(a) hereof,
each Loan Party agrees to, jointly and severally, defend, indemnify, and hold
harmless the Indemnitees against any and all Environmental Liabilities and
Costs and all other claims, demands, penalties, fines, liability (including
strict liability), losses, damages, costs and expenses (including without
limitation, reasonable legal fees and expenses, consultant fees and laboratory
fees), arising out of (i) any Releases or threatened Releases (x) at
any property presently or formerly owned or operated by any Loan Party or any
Subsidiary of any Loan Party, or any predecessor in interest, or (y) of
any Hazardous Materials generated and disposed of by any Loan Party or any
Subsidiary of any Loan Party, or any predecessor in interest; (ii) any
violations of Environmental Laws; (iii) any Environmental Action relating
to any Loan Party or any Subsidiary of any Loan Party, or any predecessor in
interest; (iv) any personal injury (including wrongful death) or property
damage (real or personal) arising out of exposure to Hazardous Materials used,
handled, generated, transported or disposed by any Loan Party or any Subsidiary
of any Loan Party, or any predecessor in interest; and (v) any breach of
any warranty or representation regarding environmental matters made by the Loan
Parties in Section 6.01(p) or the breach of any covenant made by the
Loan Parties in Section 7.01(j). Notwithstanding the foregoing, the Loan
Parties shall not have any obligation to any Indemnitee under this subsection
(b) regarding any potential environmental matter covered hereunder which
is caused by the gross negligence or willful misconduct of such Indemnitee, as
determined by a final judgment of a court of competent jurisdiction.


 


(c)                                  The
indemnification for all of the foregoing losses, damages, fees, costs and
expenses of the Indemnitees are chargeable against the Loan Account. To the
extent that the undertaking to indemnify, pay and hold harmless set forth in
this Section 12.15 may be unenforceable because it is violative of any law
or public policy, each Loan Party shall, jointly and severally, contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees. The indemnities set forth in this Section 12.15 shall survive
the repayment of the Obligations and discharge of any Liens granted under the
Loan Documents, provided that the Borrower shall not have any obligation to any
Indemnitee under this Section 12.15 for any matter covered hereunder to
the extent caused by the gross negligence or willful misconduct of such
Indemnitee, as determined by a final, nonappealable judgment of a court of
competent jurisdiction.


 


Section 12.16                          Records.


 


The unpaid principal of and interest on the
Revolving Loans, the interest rate or rates applicable to such unpaid principal
and interest, the duration of such applicability, the Revolving Credit
Commitments, and the accrued and unpaid fees payable pursuant to Section 2.06
hereof, the Unused Line Fee and the Letter of Credit Fee, shall at all times be
ascertained from the records of the Agents, which shall be conclusive and
binding absent manifest error.


 


119

















 


Section 12.17                          Binding Effect.


 


This Agreement shall become effective when it shall
have been executed by each Loan Party, each Agent and each Lender and when the
conditions precedent set forth in Section 5.01 hereof have been satisfied
or waived in writing by the Agents, and thereafter shall be binding upon and
inure to the benefit of each Loan Party, each Agent and each Lender, and their
respective successors and assigns, except that the Loan Parties shall not have
the right to assign their rights hereunder or any interest herein without the
prior written consent of each Lender, and any assignment by any Lender shall be
governed by Section 12.07 hereof.


 


Section 12.18                          Excess Interest.


 


Notwithstanding any provision to the contrary
contained herein or in any other Loan Document, no such provision shall require
the payment or permit the collection of any amount of interest in excess of the
maximum amount of interest permitted by applicable law to be charged for the
use or detention, or the forbearance in the collection, of all or any portion
of the Loans or other obligations outstanding under this Agreement or any other
Loan Document (“Excess Interest”). If any Excess Interest is
provided for, or is adjudicated to be provided for, herein or in any other Loan
Document, then in such event (a) the provisions of this Section shall
govern and control, (b) neither the Borrower nor any guarantor or endorser
shall be obligated to pay any Excess Interest, (c) any Excess Interest
that the Administrative Agent or any Lender may have received hereunder shall,
at the option of the Administrative Agent, be (i) applied as a credit
against the then outstanding principal amount of Obligations hereunder and
accrued and unpaid interest thereon (not to exceed the maximum amount permitted
by applicable law), (ii) refunded to the Borrower, or (iii) any
combination of the foregoing, (d) the interest rate payable hereunder or
under any other Loan Document shall be automatically subject to reduction to
the maximum lawful contract rate allowed under applicable usury laws (the “Maximum
Rate”), and this Agreement and the other Loan Documents shall be deemed to
have been, and shall be, reformed and modified to reflect such reduction in the
relevant interest rate, and (e) neither the Borrower nor any guarantor or
endorser shall have any action against the Administrative Agent or any Lender
for any damages whatsoever arising out of the payment or collection of any
Excess Interest. Notwithstanding the foregoing, if for any period of time
interest on any of Borrower’s Obligations is calculated at the Maximum Rate
rather than the applicable rate under this Agreement, and thereafter such
applicable rate becomes less than the Maximum Rate, the rate of interest
payable on the Borrower’s Obligations shall remain at the Maximum Rate until
the Lenders have received the amount of interest which such Lenders would have
received during such period on the Borrower’s Obligations had the rate of
interest not been limited to the Maximum Rate during such period.


 


Section 12.19                          Confidentiality.


 


Each Agent and each Lender agrees (on behalf of
itself and each of its affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in accordance
with its customary procedures for handling confidential


 


120

















 


information of this nature and in accordance with safe and sound
practices of comparable commercial finance companies, any non-public information
supplied to it by the Loan Parties pursuant to this Agreement or the other Loan
Documents which is identified in writing by the Loan Parties as being
confidential at the time the same is delivered to such Person (and which at the
time is not, and does not thereafter become, publicly available or available to
such Person from another source not known to be subject to a confidentiality
obligation to such Person not to disclose such information), provided
that nothing herein shall limit the disclosure of any such information (i) to
the extent required by statute, rule, regulation or judicial process, (ii) to
counsel for any Agent or any Lender, (iii) to examiners, auditors,
accountants or Securitization Parties, (iv) in connection with any
litigation to which any Agent or any Lender is a party or (v) to any
assignee or participant (or prospective assignee or participant) so long as
such assignee or participant (or prospective assignee or participant) first
agrees, in writing, to be bound by confidentiality provisions similar in
substance to this Section 12.19. Notwithstanding the foregoing, each Agent
and each Lender may disclose to any and all Persons, without limitation of any
kind, the tax treatment and tax structure of the financing contemplated by this
Agreement, and all materials of any kind (including opinions or other tax
analyses) that are provided to any Agent or any Lender relating to such tax
treatment and tax structure. Each Agent and each Lender agrees that, upon
receipt of a request or identification of the requirement for disclosure
pursuant to clause (iv) hereof, it will make reasonable efforts to keep
the Loan Parties informed of such request or identification; provided
that the each Loan Party acknowledges that each Agent and each Lender may make
disclosure as required or requested by any Governmental Authority or
representative thereof and that each Agent and each Lender may be subject to
review by Securitization Parties or other regulatory agencies and may be
required to provide to, or otherwise make available for review by, the
representatives of such parties or agencies any such non-public information.
Notwithstanding anything herein to the contrary, the information subject to
this Section 12.19 shall not include, and each Agent and each Lender may
disclose without limitation of any kind, any information with respect to the
“tax treatment” and “tax structure” (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to such Agent or such Lender relating to such tax treatment
and tax structure; provided that with respect to any document or similar
item that in either case contains information concerning the tax treatment or
tax structure of the transaction as well as other information, this sentence
shall only apply to such portions of the document or similar item that relate
to the tax treatment or tax structure of the Revolving Loans, Letters of Credit
and transactions contemplated hereby.


 


Section 12.20                          Anti-Terrorism Laws.


 


(a)                                       General. None of the
Loan Parties or any Subsidiary of any Loan Party is in violation of any
Anti-Terrorism Law or engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 


(b)                                      USA Patriot Act
Notice. Each Lender that is subject to the USA PATRIOT Act or the PCTFA, and
each Agent (for itself and not on behalf of any


 


121

















 


Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA PATRIOT Act, or the PCTFA, as applicable, it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name, address and tax identification number of the Borrower and
other information regarding the Borrower that will allow such Lender or such
Agent, as applicable, to identify the Borrower in accordance with the USA
PATRIOT Act. This notice is given in accordance with the requirements of the
USA PATRIOT Act and is effective as to the Lenders and the Agents.


 


(c)                                  Executive Order
No. 13224. None of the Loan Parties, or any Subsidiary of any
Loan Party is any of the following (each a “Blocked Person”):


 


(i)                                          a Person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order No. 13224;


 


(ii)                                       a Person owned
or controlled by, or acting for or on behalf of, any Person that is listed in
the annex to, or is otherwise subject to the provisions of, the Executive Order
No. 13224;


 


(iii)                                    a Person with
which any Agent or any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;


 


(iv)                                   a Person that
commits, threatens or conspires to commit or supports “terrorism” as defined in
the Executive Order No. 13224; or


 


(v)                                      a Person that
is named as a “specially designated national” on the most current list
published by the U.S. Treasury Department Office of Foreign Asset Control at
its official website or any replacement website or other replacement official
publication of such list.


 


(d)                                 Anti-Terrorism Laws. The Loan
Parties shall not (i) to its knowledge, conduct any business or engage in
any transaction or dealing with any Blocked Person, including the making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person, (ii) to its knowledge, deal in, or otherwise engage in
any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order No. 13224; or (iii) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in the Executive Order No. 13224, the USA Patriot Act or any other
Anti-Terrorism Law.


 


(e)                                  No Reliance on Agent’s
Customer Identification Program. Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or
assignees, may rely on the Agents to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other
obligations required or imposed under or pursuant to the USA Patriot Act or the
regulations thereunder, including the regulations contained in 31 CFR 103.121
(as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items


 


122

















 


relating to or in connection with any of the Loan Parties or their
Subsidiaries, the Loan Documents or the transactions hereunder or contemplated
hereby: (1) any identity verification procedures, (2) any
recordkeeping, (3) comparisons with government lists, (4) customer
notices or (5) other procedures required under the CIP Regulations or such
other Laws.


 


Section 12.21                          Tax Shelter Regulations.


 


None of the Loan Parties intends to treat the
Revolving Loans and/or Letters of Credit and related transactions as being a
“reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4).
In the event any of the Loan Parties determines to take any action inconsistent
with such intention, the Borrower will promptly (1) notify the Agents
thereof, and (2) deliver to the Agents a duly completed copy of IRS Form 8886
or any successor form. If the Borrower so notifies the Agents, the Borrower
acknowledges that one or more of the Lenders may treat its Revolving Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable,
will maintain the lists and other records required by such Treasury Regulation.


 


Section 12.22                          Integration.


 


This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.


 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


123

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MEDICAL IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
  Name: Donald Kiepert

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI INTERMEDIATE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
  Name: Donald Kiepert

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI REAL ESTATE,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Lantheus Medical Imaging, Inc., its sole 

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
   

  	
  Name: Donald Kiepert

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  



 


Signature Page to Credit Agreement


 

















 


	
   

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  HARRIS N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Pluta

  
	
   

  	
  Name:

  	
  Andrew J. Pluta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Pluta

  
	
   

  	
  Name:

  	
  Andrew J. Pluta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Pluta

  
	
   

  	
  Name:

  	
  Andrew J. Pluta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of Lending Office:

  
	
   

  	
  115 S, Lasalle Street

  
	
   

  	
  18th Floor West

  
	
   

  	
  Chicago, IL 60603

  



 


Signature Page to Credit Agreement


 














 


	
   

  	
  NATIXIS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank H. Madden, Jr.

  
	
   

  	
  Name:

  	
  Frank H. Madden, Jr.

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tefta Ghilaga

  
	
   

  	
  Name:

  	
  Tefta Ghilaga

  
	
   

  	
  Title:

  	
  Director Natixis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of Lending Office:

  
	
   

  	
  9 West 57th Street

  
	
   

  	
  New York, N.Y.

  
	
   

  	
  10019

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JEFFERIES FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. J. Hess

  
	
   

  	
  Name:

  	
  E. J. Hess

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address of Lending Office:

  
	
   

  	
  520 Madison Avenue

  
	
   

  	
  16th Floor 

  
	
   

  	
  New York, NY 10022

  



 


Signature Page to Credit Agreement


 

















 


	
   

  	
  JOINT BOOKRUNNER AND JOINT LEAD 

  ARRANGER:

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Pluta

  
	
   

  	
  Name:

  	
  Andrew J. Pluta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIXIS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank H. Madden, Jr.

  
	
   

  	
  Name:

  	
  Frank H. Madden, Jr.

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tefta Ghilaga

  
	
   

  	
  Name:

  	
  Tefta Ghilaga

  
	
   

  	
  Title:

  	
  Director Natixis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SYNDICATION AGENT:

  
	
   

  	
   

  
	
   

  	
  NATIXIS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank H. Madden, Jr.

  
	
   

  	
  Name:

  	
  Frank H. Madden, Jr.

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tefta Ghilaga

  
	
   

  	
  Name:

  	
  Tefta Ghilaga

  
	
   

  	
  Title:

  	
  Director Natixis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOCUMENTATION AGENT:

  
	
   

  	
   

  
	
   

  	
  JEFFERIES FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. J. Hess 

  
	
   

  	
  Name:

  	
  E. J. Hess

  
	
   

  	
  Title:

  	
  Managing Director

  



 


Signature Page to Credit Agreement


 














 


Schedule 1.01(A)      Revolving Credit Commitments


 


	
  Lender

  	
   

  	
  Revolving Credit Commitment

  	
   

  
	
  Bank
  of Montreal

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  
	
  Natixis

  	
   

  	
  $

  	
  12,500,000.00

  	
   

  
	
  Jefferies
  Finance LLC

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  
	
  Total

  	
   

  	
  $

  	
  42,500,000.00

  	
   

  



 

















 


Schedule 6.01(e)      Subsidiaries


 


	
   

  	
   

  	
  Jurisdiction
  of

  	
   

  	
  Ownership
  of outstanding

  
	
  Subsidiary Name

  	
   

  	
  Organization

  	
   

  	
  Capital
  Stock

  
	
  Lantheus Medical Imaging, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Lantheus MI Intermediate, Inc.

  
	
  Lantheus MI Real Estate,
  LLC

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Lantheus
  Medical Imaging, Inc.

  
	
  Lantheus MI
  Radiopharmaceuticals, Inc.

  	
   

  	
  Commonwealth of Puerto
  Rico

  	
   

  	
  100% owned by Lantheus
  Medical Imaging, Inc.

  
	
  Lantheus
  MI Australia Pty Ltd

  	
   

  	
  Victoria, Australia

  	
   

  	
  100% owned by Lantheus
  Medical Imaging, Inc.

  
	
  Lantheus MI Canada Inc.

  	
   

  	
  ON, Canada

  	
   

  	
  100% owned by Lantheus
  Medical Imaging, Inc.

  
	
  Lantheus MI UK Limited

  	
   

  	
  England and Wales

  	
   

  	
  100% owned by Lantheus
  Medical Imaging, Inc.

  



 

















 


Schedule 6.01(f)      Litigation; Commercial Tort Claims


 


None.


 

















 


Schedule 6.01(i)      ERISA


 


None.


 

















 


Schedule 6.01(n)      Real Property


 


	
  Loan Party

  	
   

  	
  Address

  	
   

  	
  Owned/Leased

  
	
  Lantheus
  MI Real Estate, LLC

  	
   

  	
  31
  Treble Cove Road North Billerica, MA

  	
   

  	
  Owned

  



 

















 


Schedule 6.01(q)      Insurance


 


See attached.


 

















 


Schedule 6.01(q)


 


Policies
written through Aon


 


	
  ITEM

  	
   

  	
  INSURANCE TYPE

  	
   

  	
  INSURANCE COMPANY

  	
   

  	
  POLICY NO.

  
	
  1.

  	
   

  	
  General Liability

  	
   

  	
  Federal Insurance Company

  	
   

  	
  3590-44-72

  
	
  2.

  	
   

  	
  Workers Compensation

  	
   

  	
  Pacific Indemnity
  Insurance Co.

  	
   

  	
  7173-32-94

  
	
  3.

  	
   

  	
  Umbrella Liability

  	
   

  	
  National Union Fire
  Insurance Company

  	
   

  	
  BE31163504

  
	
  4.

  	
   

  	
  Excess Liability

  	
   

  	
  Navigators Insurance Co.

  	
   

  	
  NY10EXC7028261V

  
	
  5.

  	
   

  	
  Foreign Liability

  	
   

  	
  Great Northern Insurance
  Co.

  	
   

  	
  7499-90-44

  
	
  6.

  	
   

  	
  Pollution Legal Liability

  	
   

  	
  American International
  Specialty

  	
   

  	
  PLS5513930

  
	
  7.

  	
   

  	
  Commercial Property

  	
   

  	
  Zurich American Insurance Company

  	
   

  	
  PPR596413902

  
	
  8.

  	
   

  	
  Business Auto

  	
   

  	
  Federal Insurance Co.

  	
   

  	
  7355-50-59

  
	
  9.

  	
   

  	
  Ocean Cargo

  	
   

  	
  Starr Indemnity &
  Liability Ins. Co.

  	
   

  	
  MASICBN0038US10

  
	
  10.

  	
   

  	
  Business Auto

  	
   

  	
  Chubb Insurance Co. of
  Canada

  	
   

  	
  99476195

  
	
  11.

  	
   

  	
  Business Auto

  	
   

  	
  Mapfre Praico Insurance Co.

  	
   

  	
  1225330800003

  
	
  12.

  	
   

  	
  Primary Products Liability

  	
   

  	
  Medmarc Noetic Specialty
  Insurance Co. 

  	
   

  	
  N09MA380002

  
	
  13.

  	
   

  	
  Excess Products Liability

  	
   

  	
  Federal Insurance Company

  	
   

  	
  7986-70-92

  
	
  14.

  	
   

  	
  Excess Products Liability

  	
   

  	
  Lexington Insurance Co.

  	
   

  	
  6795107

  
	
  15.

  	
   

  	
  Excess Products Liability

  	
   

  	
  Illinois Union Insurance
  Co.

  	
   

  	
  G23853316003

  
	
  16.

  	
   

  	
  Excess Products Liability

  	
   

  	
  Columbia Casualty Company

  	
   

  	
  ADE20974726912

  
	
  17.

  	
   

  	
  Professional Liability

  	
   

  	
  Columbia Casualty Company

  	
   

  	
  ADT2097473064-2

  



 


Policies
written through Willis


 


	
  ITEM

  	
   

  	
  INSURANCE TYPE

  	
   

  	
  INSURANCE COMPANY

  	
   

  	
  POLICY NO.

  
	
  1.

  	
   

  	
  Management Liability

  	
   

  	
  Chartis Specialty
  Insurance Company

  	
   

  	
  01-481-62-77

  
	
  2.

  	
   

  	
  D&O Excess

  	
   

  	
  Carolina Casualty
  Insurance Company

  	
   

  	
  18000510

  
	
  3.

  	
   

  	
  D&O Excess

  	
   

  	
  Zurich American Insurance
  Company

  	
   

  	
  DOC 9380162-01

  
	
  4.

  	
   

  	
  Crime

  	
   

  	
  Zurich American Insurance
  Company

  	
   

  	
  FID 938014801

  
	
  5.

  	
   

  	
  Kidnap and Ransom

  	
   

  	
  National Union Fire
  Insurance Company of Pittsburgh, PA

  	
   

  	
  99-330-574

  



 

















 


Schedule 6.01(u)      Intellectual Property


 


Material licenses


 


1.                                       Purchase
Agreement effective as of April 6, 2009 between Bayer Schering Pharma AG
and Lantheus Medical Imaging, Inc.


 


2.                                       Asset Purchase
Agreement dated as of April 6, 2009 between EPIX
Pharmaceuticals, Inc. and Lantheus Medical Imaging, Inc.


 


3.                                       Assignment
Agreement dated as of March 31, 2009 between EPIX
Pharmaceuticals, Inc. and Lantheus Medical Imaging, Inc.


 


4.                                       Cross License
Agreement dated as of October 29, 2004 between IMCOR Pharmaceutical Co.,
Bristol-Myers Squibb Company and Bristol-Myers Squibb Medical
Imaging, Inc.


 


5.                                       License
Agreement dated April 10, 2003 between Bristol-Myers Squibb Medical
Imaging, Inc. and Bracco International, B.V.


 


6.                                       License
Agreement dated as of October 31, 2001 between Amersham Health AS,
Bristol-Myers Squibb Pharma Company and Bristol-Myers Squibb Medical Imaging, Inc.,
as amended by the First Amendment to License Agreement effective as of July 30,
2004 between Amersham Health AS, Bristol-Myers Squibb Pharma Company and
Bristol-Myers Squibb Medical Imaging Inc.


 


See attached list of patents
and patent applications.


 


See attached list of
trademarks and trademark applications.


 















 


Patents and
Patent Applications


 


	
  Country

  	
   

  	
  Title

  	
   

  	
  Application
  No.

  	
   

  	
  Filing
  Date

  	
   

  	
  Patent
  No.

  	
   

  	
  Issue
  Date

  	
   

  	
  Status

  
	
  USA

  	
   

  	
  ESTER-SUBSTITUTED DIAMINEDITHIOLS AND RADIOLABELED
  COMPLEXES THEREOF

  	
   

  	
  08/139894

  	
   

  	
  20-Oct-93

  	
   

  	
  5431900

  	
   

  	
  11-Jul-95

  	
   

  	
  Granted

  
	
  Argentina

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  P990100124

  	
   

  	
  15-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Australia

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  21155/99

  	
   

  	
  14-Jan-99

  	
   

  	
  746067

  	
   

  	
  25-Jul-02

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  2006200015

  	
   

  	
  14-Jan-99

  	
   

  	
  2006200015

  	
   

  	
  8-May-08

  	
   

  	
  Granted

  
	
  Brazil

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  PI9907066-9

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  2317921

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Chile

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  54-1999

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  China

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  99802102.4

  	
   

  	
  14-Jan-99

  	
   

  	
  ZL99802102.4

  	
   

  	
  9-Mar-05

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  04075388.1

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Granted

  
	
  Hong Kong

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  04107194.5

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Hungary

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  P0100206

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Israel

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  137018

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Japan

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  2000-539875

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Korea

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  10-2000-7007716

  	
   

  	
  14-Jan-99

  	
   

  	
  10-0711663

  	
   

  	
  19-Apr-07

  	
   

  	
  Granted

  
	
  Mexico

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  006299

  	
   

  	
  14-Jan-99

  	
   

  	
  265347

  	
   

  	
  23-Mar-09

  	
   

  	
  Granted

  
	
  Norway

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  20003471

  	
   

  	
  14-Jan-99

  	
   

  	
  321866

  	
   

  	
  16-Jul-06

  	
   

  	
  Granted

  
	
  New Zealand

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  505082

  	
   

  	
  14-Jan-99

  	
   

  	
  505082

  	
   

  	
  3-Mar-03

  	
   

  	
  Granted

  
	
  Philippines

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  11999000083

  	
   

  	
  14-Jan-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Russia

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  200000765

  	
   

  	
  14-Jan-99

  	
   

  	
  /002978

  	
   

  	
  26-Dec-02

  	
   

  	
  Granted

  
	
  Poland

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  P342473

  	
   

  	
  14-Jan-99

  	
   

  	
  193672

  	
   

  	
  5-Feb-08

  	
   

  	
  Granted

  
	
  Singapore

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND

  	
   

  	
  200003772-1

  	
   

  	
  14-Jan-99

  	
   

  	
  74468

  [WO99/36104]

  	
   

  	
  31-Jul-02

  	
   

  	
  Granted

  
	
  Slovakia

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  PV1031-2000S

  	
   

  	
  14-Jan-99

  	
   

  	
  285333

  	
   

  	
  6-Sep-06

  	
   

  	
  Granted

  
	
  Taiwan

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  088100521

  	
   

  	
  22-Feb-99

  	
   

  	
  I242448

  	
   

  	
  1-Nov-05

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  10/667931

  	
   

  	
  22-Sep-03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  South Africa

  	
   

  	
  PREPARATION OF A LIPID BLEND AND A PHOSPHOLIPID
  SUSPENSION CONTAINING THE LIPID BLEND, AND CONTRAST AGENTS BASED ON THESE

  	
   

  	
  99/0247

  	
   

  	
  14-Jan-99

  	
   

  	
  99/0247

  	
   

  	
  27-Sep-00

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  APPARATUS AND METHODS FOR ON-LINE MONITORING OF
  FLUORINATED MATERIAL IN HEADSPACE OF VIAL

  	
   

  	
  2002243807

  	
   

  	
  1-Feb-02

  	
   

  	
  2002243807

  	
   

  	
  7-Jun-07

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  APPARATUS AND METHODS FOR ON-LINE MONITORING OF
  FLUORINATED MATERIAL IN HEADSPACE OF VIAL

  	
   

  	
  2437217

  	
   

  	
  1-Feb-02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Confidential

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5/7/2010

  



 


1















 


	
  Europe 

  	
   

  	
  APPARATUS AND METHODS FOR
  ON-LINE MONITORING OF FLUORINATED MATERIAL IN HEADSPACE OF VIAL

  	
   

  	
  02709316.0

  	
   

  	
  1-Feb-02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Norway 

  	
   

  	
  APPARATUS AND METHODS FOR
  ON-LINE MONITORING OF FLUORINATED MATERIAL IN HEADSPACE OF VIAL

  	
   

  	
  20033435

  	
   

  	
  1-Feb-02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA 

  	
   

  	
  APPARATUS AND METHODS FOR
  ON-LINE MONITORING OF FLUORINATED MATERIAL IN HEADSPACE OF VIAL

  	
   

  	
  10/062206

  	
   

  	
  1-Feb-02

  	
   

  	
  6943692

  	
   

  	
  13-Sep-05

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  LIPOSOMES AS CONTRAST
  AGENTS FOR ULTRASONIC IMAGING

  	
   

  	
  2069759

  	
   

  	
  19-Dec-90

  	
   

  	
  2069759

  	
   

  	
  16-Jan-07

  	
   

  	
  Granted

  
	
  Japan

  	
   

  	
  LIPOSOMES AS CONTRAST
  AGENTS FOR ULTRASONIC IMAGING

  	
   

  	
  503276/91

  	
   

  	
  19-Dec-90

  	
   

  	
  3309356

  	
   

  	
  24-May-02

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LIPOSOMES AS CONTRAST
  AGENTS FOR ULTRASONIC IMAGING AND METHODS FOR PREPARING THE SAME

  	
   

  	
  07/818069

  	
   

  	
  8-Jan-92

  	
   

  	
  5230882

  	
   

  	
  27-Jul-93

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IONOPHORE CONTAINING
  LIPOSOMERS FOR ULTRASOUND IMAGING

  	
   

  	
  07/967974

  	
   

  	
  27-Oct-92

  	
   

  	
  5352435

  	
   

  	
  4-Oct-94

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  LIPOSOMES AS CONTRAST
  AGENTS FOR ULTRASONIC IMAGING

  	
   

  	
  08/395683

  	
   

  	
  28-Feb-95

  	
   

  	
  5456901

  	
   

  	
  10-Oct-95

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  NOVEL THERAPEUTIC DELIVERY
  SYSTEMS RELATED APPLICATIONS

  	
   

  	
  08/160232

  	
   

  	
  30-Nov-93

  	
   

  	
  5542935

  	
   

  	
  6-Aug-96

  	
   

  	
  Granted

  
	
  Austria

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  ATE203148T2

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  20020/92

  	
   

  	
  31-Mar-92

  	
   

  	
  667471

  	
   

  	
  13-Aug-96

  	
   

  	
  Granted

  
	
  Belgium

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  2110491

  	
   

  	
  31-Mar-92

  	
   

  	
  2110491

  	
   

  	
  24-Jul-07

  	
   

  	
  Granted

  
	
  Switzerland

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  69231950.6-08

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Denmark

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Spain

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Greece

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Italy

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  35846BE/2004

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Japan

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  500847/93

  	
   

  	
  31-Mar-92

  	
   

  	
  3456584

  	
   

  	
  1-Aug-03

  	
   

  	
  Granted

  
	
  Liechtenstein

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Luxembourg

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Netherlands

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  Sweden

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  92912456.8

  	
   

  	
  31-Mar-92

  	
   

  	
  0616508

  	
   

  	
  18-Jul-01

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  07/717084

  	
   

  	
  18-Jun-91

  	
   

  	
  5228446

  	
   

  	
  20-Jul-93

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  08/017683

  	
   

  	
  12-Feb-93

  	
   

  	
  5305757

  	
   

  	
  26-Apr-94

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  08/088268

  	
   

  	
  7-Jul-93

  	
   

  	
  5348016

  	
   

  	
  20-Sep-94

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  GAS FILLED LIPOSOMES AND
  THEIR USE AS ULTRASONIC CONTRAST AGENTS

  	
   

  	
  08/199462

  	
   

  	
  22-Feb-94

  	
   

  	
  5769080

  	
   

  	
  23-Jun-98

  	
   

  	
  Granted

  
	
  Austria

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  ATE233574T1

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  70431/94

  	
   

  	
  20-May-94

  	
   

  	
  683900

  	
   

  	
  6-Aug-98

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  56271/98

  	
   

  	
  24-Feb-98

  	
   

  	
  713127

  	
   

  	
  9-Mar-00

  	
   

  	
  Granted

  
	
  Belgium

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Brazil

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  PI1100994-2

  	
   

  	
  14-May-97

  	
   

  	
  PI1100994-2

  	
   

  	
  7-Dec-99

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  2164845

  	
   

  	
  20-May-94

  	
   

  	
  2164845

  	
   

  	
  29-Apr-08

  	
   

  	
  Granted

  
	
  Switzerland

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  China

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94192402.5

  	
   

  	
  20-May-94

  	
   

  	
  ZL94192402.5

  	
   

  	
  19-Oct-03

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  69432219.9-08

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  Denmark

  	
   

  	
  METHODS OF PREPARING GAS AND
  GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Europe

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  



 


2















 


	
  Spain

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  France

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  Greece

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Hong Kong

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  99105053.5

  	
   

  	
  20-Feb-04

  	
   

  	
  HK1028943

  	
   

  	
  14-May-04

  	
   

  	
  Granted

  
	
  Ireland

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Italy

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  24556BE/2003

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Japan

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  501839/95

  	
   

  	
  20-May-94

  	
   

  	
  4274387

  	
   

  	
  13-Mar-09

  	
   

  	
  Granted

  
	
  Japan

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  2007-190697

  	
   

  	
  23-Jul-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Liechtenstein

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted

  
	
  Luxembourg

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Netherlands

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Portugal

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  Sweden

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  94919208.2

  	
   

  	
  20-May-94

  	
   

  	
  0712293

  	
   

  	
  5-Mar-03

  	
   

  	
  Granted
  - SPC

  
	
  USA

  	
   

  	
  METHODS OF PREPARING GAS
  AND GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  08/159687

  	
   

  	
  30-Nov-93

  	
   

  	
  5585112

  	
   

  	
  17-Dec-96

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  METHODS OF PREPARING
  GASEOUS PRECURSOR-FILLED MICROSPHERES

  	
   

  	
  08/487230

  	
   

  	
  6-Jun-95

  	
   

  	
  5853752

  	
   

  	
  29-Dec-98

  	
   

  	
  Granted

  
	
  Argentina 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  P960101458

  	
   

  	
  21-Feb-96

  	
   

  	
  AR003110B1

  	
   

  	
  28-Dec-05

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  31465/95

  	
   

  	
  26-Jul-95

  	
   

  	
  708341

  	
   

  	
  18-Nov-99

  	
   

  	
  Granted

  
	
  Canada 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  2200061

  	
   

  	
  26-Jul-95

  	
   

  	
  2200061

  	
   

  	
  10-Apr-07

  	
   

  	
  Granted

  
	
  Switzerland 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Chile 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  217-1996

  	
   

  	
  15-Feb-96

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  China 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95195094.0

  	
   

  	
  26-Jul-95

  	
   

  	
  ZL95195094.0

  	
   

  	
  8-Jan-03

  	
   

  	
  Granted

  
	
  Germany 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  69533261.9-08

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Europe 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Europe 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  04076135.5

  	
   

  	
  26-Jul-95

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Granted

  
	
  Spain 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  France 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  United Kingdom 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Greece 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  



 


3















 


	
  Ireland 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  0788348

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Italy 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  95927429.1

  	
   

  	
  26-Jul-95

  	
   

  	
  31278BE/2004

  	
   

  	
  14-Jul-04

  	
   

  	
  Granted

  
	
  Japan 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  510174/96

  	
   

  	
  26-Jul-95

  	
   

  	
  4004063

  	
   

  	
  31-Aug-07

  	
   

  	
  Granted

  
	
  Mexico 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  PA/a/1997/001969

  	
   

  	
  26-Jul-95

  	
   

  	
  210448

  	
   

  	
  25-Sep-02

  	
   

  	
  Granted

  
	
  Mexico 

  	
   

  	
  CONTAINER WITH MULTI-PHASE
  COMPOSITION FOR USE IN DIAGNOSTIC AND THERAPEUTIC APPLICATIONS

  	
   

  	
  PA/a/2002/006115

  	
   

  	
  19-Jun-02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  NOVEL COMPOSITIONS OF
  LIPIDS AND STABILIZING MATERIALS

  	
   

  	
  08/417238

  	
   

  	
  5-Apr-95

  	
   

  	
  5705187

  	
   

  	
  6-Jan-98

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  75947/96

  	
   

  	
  6-Jun-96

  	
   

  	
  703846

  	
   

  	
  15-Jul-99

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  2218860

  	
   

  	
  6-Jun-96

  	
   

  	
  2218860

  	
   

  	
  5-Dec-06

  	
   

  	
  Granted

  
	
  China

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96194425.0

  	
   

  	
  6-Jun-96

  	
   

  	
  ZL96194425.0

  	
   

  	
  5-Oct-05

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  Spain

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  Hong Kong

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  98111007.1

  	
   

  	
  28-Sep-98

  	
   

  	
  1010127

  	
   

  	
  4-May-06

  	
   

  	
  Granted

  
	
  Ireland

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  96938613.5

  	
   

  	
  6-Jun-96

  	
   

  	
  0840570

  	
   

  	
  13-Aug-03

  	
   

  	
  Granted

  
	
  Japan

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  503846/97

  	
   

  	
  6-Jun-96

  	
   

  	
  3645909

  	
   

  	
  10-Feb-05

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  APPARATUS AND METHOD FOR
  MAKING GAS-FILLED VESICLES OF OPTIMAL SIZE

  	
   

  	
  08/482294

  	
   

  	
  7-Jun-95

  	
   

  	
  5656211

  	
   

  	
  12-Aug-97

  	
   

  	
  Granted

  
	
  Austria

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  ATE227960

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Belgium

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Switzerland

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Denmark

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Spain

  	
   

  	
  METHODS OF PREPARING GAS-FILLED
  LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Greece

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Ireland

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Italy

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  20774BE/2003

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Liechtenstein

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Luxembourg

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Netherlands

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Portugal

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  Sweden

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  94919184.5

  	
   

  	
  19-May-94

  	
   

  	
  0711127

  	
   

  	
  20-Nov-02

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  08/076239

  	
   

  	
  11-Jun-93

  	
   

  	
  5469854

  	
   

  	
  28-Nov-95

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  METHODS OF PREPARING
  GAS-FILLED LIPOSOMES

  	
   

  	
  08/471250

  	
   

  	
  6-Jun-95

  	
   

  	
  5715824

  	
   

  	
  10-Feb-98

  	
   

  	
  Granted

  
	
  Austria 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  17442/92

  	
   

  	
  18-Mar-92

  	
   

  	
  660676

  	
   

  	
  14-Nov-95

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  33103/95

  	
   

  	
  18-Mar-92

  	
   

  	
  698209

  	
   

  	
  2-May-02

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  LOW DENSITY MICROSPHERE AND
  THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  14280/99

  	
   

  	
  18-Mar-92

  	
   

  	
  740155

  	
   

  	
  14-Feb-02

  	
   

  	
  Granted

  
	
  Belgium 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Brazil 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  PI1100619-6

  	
   

  	
  13-May-97

  	
   

  	
  PI1100619-6

  	
   

  	
  1-Aug-00

  	
   

  	
  Granted

  
	
  Canada 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  2107466

  	
   

  	
  18-Mar-92

  	
   

  	
  2107466

  	
   

  	
  3-Jul-01

  	
   

  	
  Granted

  



 


4















 


	
  Switzerland 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Germany 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  69229342.6

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Denmark 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Europe 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Spain 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  France 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  United Kingdom 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Greece 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Italy 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  Japan 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  509585/92

  	
   

  	
  18-Mar-92

  	
   

  	
  3518548

  	
   

  	
  6-Feb-04

  	
   

  	
  Granted

  
	
  Japan 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  2002-339373

  	
   

  	
  18-Mar-92

  	
   

  	
  3888684

  	
   

  	
  8-Dec-06

  	
   

  	
  Granted

  
	
  Netherlands 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  92910021.2

  	
   

  	
  18-Mar-92

  	
   

  	
  0580726

  	
   

  	
  2-Jun-99

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  07/680984

  	
   

  	
  5-Apr-91

  	
   

  	
  5205290

  	
   

  	
  27-Apr-93

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  07/980594

  	
   

  	
  19-Jan-93

  	
   

  	
  5281408

  	
   

  	
  25-Jan-94

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  08/116982
  have C of C

  	
   

  	
  7-Sep-93

  	
   

  	
  5456900

  	
   

  	
  10-Oct-95

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  08/449090

  	
   

  	
  24-May-95

  	
   

  	
  5547656

  	
   

  	
  20-Aug-96

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY, AND IN OTHER
  APPLICATIONS

  	
   

  	
  90/004720

  	
   

  	
  8-Aug-97

  	
   

  	
  5547656

  	
   

  	
  3-Oct-00

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  08/456738

  	
   

  	
  1-Jun-95

  	
   

  	
  5527521

  	
   

  	
  18-Jun-96

  	
   

  	
  Granted
  (PTE)

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY AND IN OTHER
  APPLICATIONS

  	
   

  	
  08/878233

  	
   

  	
  18-Jun-97

  	
   

  	
  6528039

  	
   

  	
  4-Mar-03

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  10/280844

  	
   

  	
  25-Oct-02

  	
   

  	
  6773696

  	
   

  	
  10-Aug-04

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  10/864965

  	
   

  	
  10-Jun-04

  	
   

  	
  6998107

  	
   

  	
  14-Feb-06

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERE
  AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY

  	
   

  	
  11/252659

  	
   

  	
  18-Oct-05

  	
   

  	
  7344705

  	
   

  	
  18-Mar-08

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  COMPOSITION COMPRISING LOW
  DENSITY MICROSPHERES

  	
   

  	
  12/014154

  	
   

  	
  15-Jan-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  USA 

  	
   

  	
  LOW DENSITY MICROSPHERES
  AND SUSPENSIONS AND THEIR USE AS CONTRAST AGENTS FOR COMPUTED TOMOGRAPHY AND
  IN OTHER APPLICATIONS

  	
   

  	
  90/004719

  	
   

  	
  8-Aug-97

  	
   

  	
  5527521

  	
   

  	
  9-Nov-99

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  3313197

  	
   

  	
  16-Jun-97

  	
   

  	
  733492

  	
   

  	
  30-Aug-01

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  6188501

  	
   

  	
  16-Jun-97

  	
   

  	
  774666

  	
   

  	
  14-Oct-04

  	
   

  	
  Granted

  
	
  Canada 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  2256592

  	
   

  	
  16-Jun-97

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Germany 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  97928998.0

  	
   

  	
  16-Jun-97

  	
   

  	
  0930844

  	
   

  	
  3-Sep-08

  	
   

  	
  Granted

  
	
  Europe 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  97928998.0

  	
   

  	
  16-Jun-97

  	
   

  	
  0930844

  	
   

  	
  3-Sep-08

  	
   

  	
  Granted

  



 


5















 


	
  France

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  97928998.0

  	
   

  	
  16-Jun-97

  	
   

  	
  0930844

  	
   

  	
  3-Sep-08

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  97928998.0

  	
   

  	
  16-Jun-97

  	
   

  	
  0930844

  	
   

  	
  3-Sep-08

  	
   

  	
  Granted

  
	
  Hong Kong

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  99104828.2

  	
   

  	
  16-Jun-97

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Granted

  
	
  Netherlands

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  97928998.0

  	
   

  	
  16-Jun-97

  	
   

  	
  0930844

  	
   

  	
  3-Sep-08

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING BY REGULATING THE ADMINISTRATION RATE OF A CONTRAST AGENT

  	
   

  	
  08/666129

  	
   

  	
  19-Jun-96

  	
   

  	
  6033645

  	
   

  	
  7-Mar-00

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IMPROVED METHODS FOR
  ULTRASOUND IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND MULTIPLE IMAGES
  AND PROCESSING OF SAME

  	
   

  	
  08/982829

  	
   

  	
  2-Dec-97

  	
   

  	
  6231834

  	
   

  	
  15-May-01

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  40898/97

  	
   

  	
  26-Aug-97

  	
   

  	
  732813

  	
   

  	
  16-Aug-01

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  2263924

  	
   

  	
  26-Aug-97

  	
   

  	
  2263924

  	
   

  	
  18-Nov-08

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  97938609.1

  	
   

  	
  26-Aug-97

  	
   

  	
  1017425

  	
   

  	
  17-Oct-07

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  97938609.1

  	
   

  	
  26-Aug-97

  	
   

  	
  1017425

  	
   

  	
  17-Oct-07

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  97938609.1

  	
   

  	
  26-Aug-97

  	
   

  	
  1017425

  	
   

  	
  17-Oct-07

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  97938609.1

  	
   

  	
  26-Aug-97

  	
   

  	
  1017425

  	
   

  	
  17-Oct-07

  	
   

  	
  Granted

  
	
  Italy

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  97938609.1

  	
   

  	
  26-Aug-97

  	
   

  	
  19026BE/2008

  	
   

  	
  17-Oct-07

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING INVOLVING THE USE OF A CONTRAST AGENT AND A CORONARY
  VASODILATOR

  	
   

  	
  09/573265

  	
   

  	
  18-May-00

  	
   

  	
  6884407

  	
   

  	
  26-Apr-05

  	
   

  	
  Granted

  
	
  Austria

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Austria

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  42356/97

  	
   

  	
  26-Aug-97

  	
   

  	
  736056

  	
   

  	
  8-Nov-01

  	
   

  	
  Granted

  
	
  Belgium

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Belgium

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  2263568

  	
   

  	
  26-Aug-97

  	
   

  	
  2263568

  	
   

  	
  2-Dec-08

  	
   

  	
  Granted

  
	
  Switzerland

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Switzerland

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  69718519.2-08

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Germany

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  69738223.0-08

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Denmark

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Denmark

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  



 


6















 


	
  Spain 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Spain 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Finland 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Finland 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  France 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  France 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  United Kingdom 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  United Kingdom 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Hong Kong 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  00104933.2

  	
   

  	
  26-Aug-97

  	
   

  	
  HK1026139

  	
   

  	
  23-May-03

  	
   

  	
  Granted

  
	
  Hong Kong 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03106479.4

  	
   

  	
  26-Aug-97

  	
   

  	
  HK1062802

  	
   

  	
  14-Mar-08

  	
   

  	
  Granted

  
	
  Ireland 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Italy 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  23096BE/2003

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Italy 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  31735BE/2007

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Japan 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  513669/98

  	
   

  	
  26-Aug-97

  	
   

  	
  4139440

  	
   

  	
  13-Jun-08

  	
   

  	
  Granted

  
	
  Liechtenstein 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Liechtenstein 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Luxembourg 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Luxembourg 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Netherlands 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Netherlands 

  	
   

  	
  IMPROVED METHODS FOR DIAGNOSTIC
  IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  Sweden 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  97940615.4

  	
   

  	
  26-Aug-97

  	
   

  	
  0977597

  	
   

  	
  15-Jan-03

  	
   

  	
  Granted

  
	
  Sweden 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  03000267.9

  	
   

  	
  26-Aug-97

  	
   

  	
  1323434

  	
   

  	
  11-Jul-07

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  08/790550

  	
   

  	
  30-Jan-97

  	
   

  	
  5846517

  	
   

  	
  8-Dec-98

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  IMPROVED METHODS FOR
  DIAGNOSTIC IMAGING USING A CONTRAST AGENT AND A VASODILATOR

  	
   

  	
  09/143304

  	
   

  	
  28-Aug-98

  	
   

  	
  6071494

  	
   

  	
  6-Jun-00

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  NOVEL CATIONIC LIPIDS AND
  THE USE THEREOF

  	
   

  	
  08/391938

  	
   

  	
  21-Feb-95

  	
   

  	
  5830430

  	
   

  	
  3-Nov-98

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  NOVEL CATIONIC LIPIDS AND
  THE USE THEREOF

  	
   

  	
  09/073181

  	
   

  	
  5-May-98

  	
   

  	
  6056938

  	
   

  	
  2-May-00

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  PREPARATION OF
  PARAMAGNETIC NANOPARTICLES CONJUGATED TO LEUKOTRIENE B4 (LTB4) RECEPTOR
  ANTAGONISTS AND THEIR USE AS MRI CONTRAST AGENTS FOR THE DETECTION OF
  INFECTION AND INFLAMMATION

  	
   

  	
  11/959569

  	
   

  	
  19-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada 

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST COMPOUNDS AND THEIR USE IN THE PREPARATION OF PHARMACEUTICALS

  	
   

  	
  2525396

  	
   

  	
  12-May-04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
   

  	
   

  	
  12/713890

  	
   

  	
  26-Feb-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  NOVEL INTEGRIN RECEPTOR
  ANTAGONISTS

  	
   

  	
  08/980016

  	
   

  	
  26-Nov-97

  	
   

  	
  6130231

  	
   

  	
  10-Oct-00

  	
   

  	
  Granted

  



 


7















 


	
  USA

  	
   

  	
  INTEGRIN RECEPTOR
  ANTAGONISTS

  	
   

  	
  09/510379

  	
   

  	
  22-Feb-00

  	
   

  	
  6358976

  	
   

  	
  19-Mar-02

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  2324555

  	
   

  	
  29-Mar-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Germany

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  69925262.8-08

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  Spain

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  Ireland

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  Italy

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  28490BE/2005

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  Japan

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  2000-548013

  	
   

  	
  29-Mar-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Luxembourg

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  99941944.3

  	
   

  	
  29-Mar-99

  	
   

  	
  1068224

  	
   

  	
  11-May-05

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  09/599295

  	
   

  	
  21-Jun-00

  	
   

  	
  6537520

  	
   

  	
  25-Mar-03

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  10/342081

  	
   

  	
  14-Jan-03

  	
   

  	
  6800273

  	
   

  	
  5-Oct-04

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  PHARMACEUTICALS FOR THE
  IMAGING OF ANGIOGENIC DISORDERS

  	
   

  	
  10/622246

  	
   

  	
  18-Jul-03

  	
   

  	
  7052673

  	
   

  	
  30-May-06

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  2412854

  	
   

  	
  21-Jun-01

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Germany

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  01952180.6

  	
   

  	
  21-Jun-01

  	
   

  	
  1307226

  	
   

  	
  19-Nov-08

  	
   

  	
  Granted

  
	
  Europe

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  01952180.6

  	
   

  	
  21-Jun-01

  	
   

  	
  1307226

  	
   

  	
  19-Nov-08

  	
   

  	
  Granted

  
	
  France

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  01952180.6

  	
   

  	
  21-Jun-01

  	
   

  	
  1307226

  	
   

  	
  19-Nov-08

  	
   

  	
  Granted

  
	
  United Kingdom

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  01952180.6

  	
   

  	
  21-Jun-01

  	
   

  	
  1307226

  	
   

  	
  19-Nov-08

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  2349501

  	
   

  	
  17-Dec-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  QUINOLONE VITRONECTIN
  RECEPTOR ANTAGONIST PHARMACEUTICALS

  	
   

  	
  09/281209

  	
   

  	
  30-Mar-99

  	
   

  	
  6524553

  	
   

  	
  25-Feb-03

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  09/465300

  	
   

  	
  17-Dec-99

  	
   

  	
  6511648

  	
   

  	
  28-Jan-03

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  09/948807

  	
   

  	
  7-Sep-01

  	
   

  	
  6683163

  	
   

  	
  27-Jan-04

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR ANTAGONIST
  PHARMACEUTICALS

  	
   

  	
  09/948390

  	
   

  	
  7-Sep-01

  	
   

  	
  6689337

  	
   

  	
  10-Feb-04

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  09/947783

  	
   

  	
  7-Sep-01

  	
   

  	
  6743412

  	
   

  	
  1-Jun-04

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  09/599364

  	
   

  	
  21-Jun-00

  	
   

  	
  6511649

  	
   

  	
  28-Jan-03

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  VITRONECTIN RECEPTOR
  ANTAGONIST PHARMACEUTICALS

  	
   

  	
  10/281015

  	
   

  	
  26-Oct-02

  	
   

  	
  7018611

  	
   

  	
  28-Mar-06

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2005214898

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Brazil

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  PI0507684-6

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2556213

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  China

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  200580006479.9

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Europe

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  05723066.6

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Israel

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  177275

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  India

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  4441/DELNP/2006

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Japan

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2006-553329

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Korea

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  10-2006-7016221

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Mexico

  	
   

  	
  CONTRAST AGENTS FOR MYOCARDIAL
  PERFUSION IMAGING

  	
   

  	
  PA/a/2006/008993

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Norway

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  20064011

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Russian Fed.

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2006132814

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Singapore

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  200900799-8

  	
   

  	
  11-Feb-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Taiwan

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  94112302

  	
   

  	
  18-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  11/055498

  	
   

  	
  10-Feb-05

  	
   

  	
  7344702

  	
   

  	
  18-Mar-08

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  12/014161

  	
   

  	
  15-Jan-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  South Africa

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2006/06429

  	
   

  	
  11-Feb-05

  	
   

  	
  2006/06429

  	
   

  	
  27-Feb-08

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2005238080

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  2564737

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  China

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  200580021474.3

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Colombia

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  06109678

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Europe

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  05756378.5

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Israel

  	
   

  	
  CONTRAST AGENTS FOR MYOCARDIAL
  PERFUSION IMAGING

  	
   

  	
  178911

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Korea

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  10-2006-7022493

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Singapore

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  200606895-1

  	
   

  	
  27-Apr-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Granted

  
	
  Singapore

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  11/113486

  	
   

  	
  25-Apr-05

  	
   

  	
  7485283

  	
   

  	
  3-Feb-09

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  CONTRAST AGENTS FOR
  MYOCARDIAL PERFUSION IMAGING

  	
   

  	
  12/339694

  	
   

  	
  19-Dec-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  PCT

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  15-Apr-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  PCT

  	
   

  	
  CONTRAST AGENTS FOR
  APPLICATIONS INCLUDING PERFUSION IMAGING

  	
   

  	
  PCT/US2009/001247

  	
   

  	
  27-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  



 


8















 


	
  PCT

  	
   

  	
  CONTRAST AGENTS FOR
  APPLICATIONS INCLUDING PERFUSION IMAGING

  	
   

  	
  PCT/US2009/001296

  	
   

  	
  27-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA 

  	
   

  	
  MATRIX METALLOPROTEINASE
  INHIBITORS AS TARGETING COMPONENTS IN DIAGNOSTIC AGENTS

  	
   

  	
  09/783249

  	
   

  	
  14-Feb-01

  	
   

  	
  6656448

  	
   

  	
  2-Dec-03

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  MATRIX METALLOPROTEINASE
  INHIBITORS AS TARGETING COMPONENTS IN DIAGNOSTIC AGENTS

  	
   

  	
  10/645272

  	
   

  	
  21-Aug-03

  	
   

  	
  7060248

  	
   

  	
  13-Jun-06

  	
   

  	
  Granted

  
	
  Taiwan

  	
   

  	
  N-ALKOXYAMIDE CONJUGATES
  AS IMAGING AGENTS

  	
   

  	
  98100454

  	
   

  	
  8-Jan-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  N-ALKOXYAMIDE CONJUGATES
  AS IMAGING AGENTS

  	
   

  	
  12/350628

  	
   

  	
  8-Jan-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  PCT

  	
   

  	
  N-ALKOXYAMIDE CONJUGATES
  AS IMAGING AGENTS

  	
   

  	
  PCT/US2009/000096

  	
   

  	
  8-Jan-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Taiwan

  	
   

  	
  LIGANDS FOR IMAGING
  CONGESTIVE HEART FAILURE

  	
   

  	
  096149600

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Australia

  	
   

  	
  LIGANDS FOR IMAGING CARDIAC
  INNERVATION

  	
   

  	
  2007339954

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Brazil

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  China

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Colombia

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  09-076173

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Europe

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  7869717.4

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Israel

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  199563

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  India

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Japan

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Korea

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  10-2009-7015613

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Mexico

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  MX/a/2009/007018

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Russia

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  2009128591

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Singapore

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  200904382-9

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  South Africa

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  PCT/US2007/088500

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  LIGANDS FOR IMAGING
  CARDIAC INNERVATION

  	
   

  	
  12/448,575

  	
   

  	
  21-Dec-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA 

  	
   

  	
  METHOD AND APPARATUS FOR
  SEPARATING IONS OF METALLIC ELEMENTS IN AQUEOUS SOLUTION

  	
   

  	
  10/762990

  	
   

  	
  22-Jan-04

  	
   

  	
  7138643

  	
   

  	
  21-Nov-06

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  APPARATUS AND METHOD FOR
  THE PREPARATION OF A RADIOPHARMACEUTICAL FORMULATION

  	
   

  	
  08/167685

  	
   

  	
  15-Dec-93

  	
   

  	
  5397902

  	
   

  	
  14-Mar-95

  	
   

  	
  Granted

  
	
  Austria 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Belgium 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Switzerland 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Germany 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  69126893.2-08

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Denmark 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Europe 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Spain 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  France 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  United Kingdom 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Greece 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Italy 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Liechtenstein 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Luxembourg 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  Netherlands 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  



 


9






 











 


	
  Sweden 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  92902283.8

  	
   

  	
  9-Oct-91

  	
   

  	
  0646273

  	
   

  	
  16-Jul-97

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  STERILIZABLE RADIONUCLIDE
  GENERATOR AND METHOD FOR STERILIZING THE SAME

  	
   

  	
  07/596273

  	
   

  	
  12-Oct-90

  	
   

  	
  5109160

  	
   

  	
  28-Apr-92

  	
   

  	
  Granted

  
	
  Japan 

  	
   

  	
  METHOD AND APPARATUS FOR
  SEPARATING IONS OF METALLIC ELEMENTS IN AQUEOUS SOLUTION

  	
   

  	
  2003-552418

  	
   

  	
  12/18/2002

  	
   

  	
  4162141

  	
   

  	
  8/1/2008

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
   

  	
   

  	
  61/178,006

  	
   

  	
  13-May-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  PCT

  	
   

  	
   

  	
   

  	
  PCT/US2009/002998

  	
   

  	
  13-May-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  METHODS OF MAKING
  RADIOLABELED TRACERS AND PRECURSORS THEREOF

  	
   

  	
  11/492,729

  	
   

  	
  27-Jul-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  METHODS OF MAKING
  RADIOLABELED TRACERS AND PRECURSORS THEREOF

  	
   

  	
  2618988

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
   

  	
   

  	
  61/302,477

  	
   

  	
  8-Feb-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
   

  	
   

  	
  61/315,376

  	
   

  	
  18-Mar-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  10/034,522

  	
   

  	
  20-Dec-01

  	
   

  	
  6676929

  	
   

  	
  13-Jan-04

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  10/354,723

  	
   

  	
  30-Jan-03

  	
   

  	
  7011815

  	
   

  	
  14-Mar-06

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  10/755,506

  	
   

  	
  12-Jan-04

  	
   

  	
  7060250

  	
   

  	
  13-Jun-06

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  10/755,507

  	
   

  	
  12-Jan-04

  	
   

  	
  7229606

  	
   

  	
  12-Jun-07

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  11/472,842

  	
   

  	
  22-Jun-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  11/526,302

  	
   

  	
  25-Sep-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  USA

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  11/526,312

  	
   

  	
  25-Sep-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Australia

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  46543/96

  	
   

  	
  16-Jan-96

  	
   

  	
  689700

  	
   

  	
  16-Jul-98

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  DIAGNOSTIC IMAGING
  CONTRAST AGENTS WITH EXTENDED BLOOD RETENTION

  	
   

  	
  2211100

  	
   

  	
  16-Jan-96

  	
   

  	
  2211100

  	
   

  	
  20-Mar-07

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  PROCESS FOR SYNTHESIZING
  PHOSPHODIESTERS

  	
   

  	
  08/833,745

  	
   

  	
  11-Apr-97

  	
   

  	
  5919967

  	
   

  	
  06-Jul-99

  	
   

  	
  Granted

  
	
  Australia

  	
   

  	
  PROCESS FOR SYNTHESIZING
  PHOSPHODIESTERS

  	
   

  	
  60425/98

  	
   

  	
  27-Jan-98

  	
   

  	
  728902

  	
   

  	
  03-May-01

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  PROCESS FOR SYNTHESIZING
  PHOSPHODIESTERS

  	
   

  	
  2285417

  	
   

  	
  27-Jan-98

  	
   

  	
  2285417

  	
   

  	
  24-Jan-06

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  CONTRAST-ENHANCED
  DIAGNOSTIC IMAGING METHOD FOR MONITORING INTERVENTIONAL THERAPIES

  	
   

  	
  09/887,706

  	
   

  	
  08-Sep-00

  	
   

  	
  6861045

  	
   

  	
  01-Mar-05

  	
   

  	
  Granted

  
	
  USA 

  	
   

  	
  CONTRAST-ENHANCED
  DIAGNOSTIC IMAGING METHOD FOR MONITORING INTERVENTIONAL THERAPIES

  	
   

  	
  10/961,872

  	
   

  	
  08-Oct-04

  	
   

  	
  7175829

  	
   

  	
  13-Feb-07

  	
   

  	
  Granted

  
	
  Australia 

  	
   

  	
  CONTRAST-ENHANCED
  DIAGNOSTIC IMAGING METHOD FOR MONITORING INTERVENTIONAL THERAPIES

  	
   

  	
  96686/98

  	
   

  	
  24-Sep-98

  	
   

  	
  742438

  	
   

  	
  18-Apr-02

  	
   

  	
  Granted

  
	
  Canada 

  	
   

  	
  CONTRAST-ENHANCED
  DIAGNOSTIC IMAGING METHOD FOR MONITORING INTERVENTIONAL THERAPIES

  	
   

  	
  2303426

  	
   

  	
  24-Sep-98

  	
   

  	
  2303426

  	
   

  	
  23-Sep-08

  	
   

  	
  Granted

  
	
  Canada

  	
   

  	
  METHODS FOR LYMPH SYSTEM
  IMAGING

  	
   

  	
  2660717

  	
   

  	
  16-Aug-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  METHODS FOR LYMPH SYSTEM
  IMAGING

  	
   

  	
  11/840,070

  	
   

  	
  16-Aug-07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  USA

  	
   

  	
  IMAGING SEXUAL RESPONSE

  	
   

  	
  09/718,161

  	
   

  	
  21-Nov-00

  	
   

  	
  6548044

  	
   

  	
  15-Apr-03

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IMAGING SEXUAL RESPONSE

  	
   

  	
  10/291,900

  	
   

  	
  08-Nov-02

  	
   

  	
  6969507

  	
   

  	
  29-Nov-05

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  IMAGING SEXUAL RESPONSE

  	
   

  	
  11/184,271

  	
   

  	
  18-Jul-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  USA

  	
   

  	
  STEADY STATE PERFUSION
  METHODS

  	
   

  	
  11/346,884

  	
   

  	
  03-Feb-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  Australia

  	
   

  	
  STEADY STATE PERFUSION
  METHODS

  	
   

  	
  2006210398

  	
   

  	
  03-Feb-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  Canada

  	
   

  	
  STEADY STATE PERFUSION
  METHODS

  	
   

  	
  2596863

  	
   

  	
  03-Feb-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  USA

  	
   

  	
  INTEGRIN TARGETED IMAGING
  AGENTS

  	
   

  	
  11/971818

  	
   

  	
  09-Jan-08

  	
   

  	
  7566442

  	
   

  	
  28-Jul-09

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  INTEGRIN TARGETED IMAGING
  AGENTS

  	
   

  	
  10/351463

  	
   

  	
  24-Jan-03

  	
   

  	
  7255875

  	
   

  	
  14-Aug-07

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  INTEGRIN TARGETED IMAGING
  AGENTS

  	
   

  	
  11/305416

  	
   

  	
  16-Dec-05

  	
   

  	
  7344698

  	
   

  	
  18-Mar-08

  	
   

  	
  Granted

  
	
  USA

  	
   

  	
  THERMAL PREACTIVATION OF
  GASEOUS PRECURSOR FILLED COMPOSITIONS

  	
   

  	
  08/929847

  	
   

  	
  15-Sep-97

  	
   

  	
  6548047

  	
   

  	
  15-Apr-03

  	
   

  	
  Granted

  



 


10






 











 


Trademarks and Trademark Applications


 


	
  Mark

  	
   

  	
  Country

  	
   

  	
  Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Reg No.

  	
   

  	
  Reg Date

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2642605

  	
   

  	
  2-Jan-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM8773/2005

  	
   

  	
  29-Dec-05

  	
   

  	
  231337

  	
   

  	
  24-Apr-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1054235

  	
   

  	
  6-May-05

  	
   

  	
  1054235

  	
   

  	
  19-Dec-05

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  827589522

  	
   

  	
  15-Jul-05

  	
   

  	
  827589522

  	
   

  	
  18-Dec-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  1098847

  	
   

  	
  23-Dec-05

  	
   

  	
  788831

  	
   

  	
  6-Apr-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1256778

  	
   

  	
  6-May-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  55642/2005

  	
   

  	
  8-Jul-05

  	
   

  	
  536787

  	
   

  	
  18-Aug-05

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4775929

  	
   

  	
  12-Jul-05

  	
   

  	
  4775929

  	
   

  	
  14-Jan-09

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Cyprus, Republic of

  	
   

  	
  71986

  	
   

  	
  2-Jan-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  432910

  	
   

  	
  29-Dec-05

  	
   

  	
  282088

  	
   

  	
  26-Jul-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  305269844/05

  	
   

  	
  9-May-05

  	
   

  	
  30526984

  	
   

  	
  4-Nov-05

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA 2005 05903

  	
   

  	
  29-Dec-05

  	
   

  	
  VR 2006 01176

  	
   

  	
  30-Mar-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200501718

  	
   

  	
  29-Dec-05

  	
   

  	
  43492

  	
   

  	
  22-Jan-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4390464

  	
   

  	
  15-Apr-05

  	
   

  	
  4390464

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2650581(9)

  	
   

  	
  9-May-05

  	
   

  	
  2650581

  	
   

  	
  23-Mar-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200503494

  	
   

  	
  29-Dec-05

  	
   

  	
  236462

  	
   

  	
  31-Jul-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  France

  	
   

  	
  053357818

  	
   

  	
  9-May-05

  	
   

  	
  053357818

  	
   

  	
  14-Oct-05

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2391178

  	
   

  	
  6-May-05

  	
   

  	
  2391178

  	
   

  	
  21-Oct-05

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  151178

  	
   

  	
  30-Dec-05

  	
   

  	
  151178

  	
   

  	
  17-Apr-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0600105

  	
   

  	
  11-Jan-06

  	
   

  	
  188565

  	
   

  	
  8-Feb-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2005/02681

  	
   

  	
  29-Dec-05

  	
   

  	
  233320

  	
   

  	
  19-Jul-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  4147/2005

  	
   

  	
  29-Dec-05

  	
   

  	
  186/2006

  	
   

  	
  3-Feb-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO2005C001418

  	
   

  	
  9-May-05

  	
   

  	
  1174404

  	
   

  	
  5-Mar-09

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-40339

  	
   

  	
  9-May-05

  	
   

  	
  4955744

  	
   

  	
  26-May-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  2005 2270

  	
   

  	
  29-Dec-05

  	
   

  	
  54034

  	
   

  	
  1-Sep-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M-05-1848

  	
   

  	
  30-Dec-05

  	
   

  	
  M57473

  	
   

  	
  20-Apr-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Malta

  	
   

  	
  44677

  	
   

  	
  29-Dec-05

  	
   

  	
  44677

  	
   

  	
  19-Jun-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  727377

  	
   

  	
  8-Jul-05

  	
   

  	
  920285

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200514758

  	
   

  	
  30-Dec-05

  	
   

  	
  234225

  	
   

  	
  10-Aug-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-304421

  	
   

  	
  3-Jan-06

  	
   

  	
  194640

  	
   

  	
  11-Sep-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  396869

  	
   

  	
  6-Jan-06

  	
   

  	
  396869

  	
   

  	
  25-May-07

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2005/09882

  	
   

  	
  30-Dec-05

  	
   

  	
  380541

  	
   

  	
  28-Apr-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200571839

  	
   

  	
  29-Dec-05

  	
   

  	
  200571839

  	
   

  	
  22-Jun-06

  	
   

  	
  Registered

  
	
  ABLAVAR (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  2456-2005

  	
   

  	
  29-Dec-05

  	
   

  	
  216455

  	
   

  	
  11-Jan-07

  	
   

  	
  Registered

  



 


Confidential


 


1






 











 


	
  ABLAVAR (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  78/929561

  	
   

  	
  14-Jul-06

  	
   

  	
  3769439

  	
   

  	
  30-Mar-10

  	
   

  	
  Registered

  
	
  AROLUME (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53834/2005

  	
   

  	
  9-May-05

  	
   

  	
  535032

  	
   

  	
  27-Jun-05

  	
   

  	
  Registered

  
	
  AROLUME (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4421591

  	
   

  	
  4-May-05

  	
   

  	
  4421591

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  AROLUME (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1236/2005

  	
   

  	
  9-May-05

  	
   

  	
  556/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  AROLUME (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504403

  	
   

  	
  11-May-05

  	
   

  	
  231175

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  ASPECTIV (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1211/2005

  	
   

  	
  9-May-05

  	
   

  	
  531/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  ASPECTIV (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504396

  	
   

  	
  11-May-05

  	
   

  	
  231161

  	
   

  	
  3-Mar-06

  	
   

  	
  Registered

  
	
  AU COEUR
  DE L’INNOVATION (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1174870

  	
   

  	
  15-Apr-03

  	
   

  	
  TMA663062

  	
   

  	
  21-Apr-06

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  31093

  	
   

  	
  28-Apr-99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2308142

  	
   

  	
  22-Sep-00

  	
   

  	
  1889547

  	
   

  	
  9-Oct-02

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM3202/88

  	
   

  	
  15-Jul-88

  	
   

  	
  122358

  	
   

  	
  11-Nov-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  465624

  	
   

  	
  21-May-87

  	
   

  	
  465624

  	
   

  	
  22-May-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Bosnia and Herzegovina

  	
   

  	
  BAZ058668A

  	
   

  	
  26-Apr-05

  	
   

  	
  BAZ058668A

  	
   

  	
  4-Nov-09

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  49417

  	
   

  	
  3-Aug-06

  	
   

  	
  49417

  	
   

  	
  3-Aug-06

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  813573521

  	
   

  	
  11-Jun-87

  	
   

  	
  813573521

  	
   

  	
  27-Nov-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  0058861

  	
   

  	
  26-May-87

  	
   

  	
  430568

  	
   

  	
  26-May-87

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  0592765

  	
   

  	
  1-Oct-87

  	
   

  	
  TMA355389

  	
   

  	
  5-May-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  5106

  	
   

  	
  15-Jul-88

  	
   

  	
  364924

  	
   

  	
  21-Dec-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  677859

  	
   

  	
  1-Mar-05

  	
   

  	
  727742

  	
   

  	
  16-Jun-05

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  9004153

  	
   

  	
  16-Feb-90

  	
   

  	
  595940

  	
   

  	
  20-May-92

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  374939

  	
   

  	
  5-Feb-93

  	
   

  	
  185322

  	
   

  	
  28-Feb-95

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  83836

  	
   

  	
  26-Aug-93

  	
   

  	
  83836

  	
   

  	
  30-Aug-93

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  D433985WZ

  	
   

  	
  26-May-87

  	
   

  	
  1163253

  	
   

  	
  30-Aug-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  1988 04954

  	
   

  	
  18-Jul-88

  	
   

  	
  1990 00859

  	
   

  	
  16-Feb-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  89620

  	
   

  	
  10-Jan-94

  	
   

  	
  89620

  	
   

  	
  31-May-97

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  6800551

  	
   

  	
  2-Apr-08

  	
   

  	
  6800551

  	
   

  	
  18-Dec-08

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  1,198,786

  	
   

  	
  12-Jun-87

  	
   

  	
  1,198,786

  	
   

  	
  5-Oct-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  3111/88

  	
   

  	
  19-Jul-88

  	
   

  	
  109747

  	
   

  	
  5-Dec-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  France

  	
   

  	
  858531

  	
   

  	
  27-May-87

  	
   

  	
  1411084

  	
   

  	
  27-May-87

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  1310679

  	
   

  	
  21-May-87

  	
   

  	
  1310679

  	
   

  	
  8-Sep-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  89978

  	
   

  	
  1-Aug-88

  	
   

  	
  89978

  	
   

  	
  17-Oct-91

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300683631

  	
   

  	
  19-Jul-06

  	
   

  	
  300683631

  	
   

  	
  6-Feb-07

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Croatia

  	
   

  	
  Z20050481

  	
   

  	
  19-Apr-05

  	
   

  	
  Z20050481

  	
   

  	
  28-Feb-06

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M9301931

  	
   

  	
  29-Jul-88

  	
   

  	
  127666

  	
   

  	
  23-Jan-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Indonesia

  	
   

  	
  D99-13523

  	
   

  	
  4-Aug-99

  	
   

  	
  511371

  	
   

  	
  1-Jul-02

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  72262

  	
   

  	
  17-Apr-89

  	
   

  	
  72262

  	
   

  	
  17-Mar-93

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  India

  	
   

  	
  497824

  	
   

  	
  14-Sep-88

  	
   

  	
  497824

  	
   

  	
  14-Sep-88

  	
   

  	
  Registered

  



 


2






 











 


	
  CARDIOLITE (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  36032C/88

  	
   

  	
  9-Aug-88

  	
   

  	
  844131

  	
   

  	
  14-Jun-91

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Jordan

  	
   

  	
  87575

  	
   

  	
  23-Jul-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  57085/87

  	
   

  	
  25-May-87

  	
   

  	
  2212950

  	
   

  	
  23-Feb-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  88-20575

  	
   

  	
  10-Sep-88

  	
   

  	
  40-192678

  	
   

  	
  31-May-90

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  78557

  	
   

  	
  19-Jul-06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Macedonia

  	
   

  	
  Z-2005/233

  	
   

  	
  15-Apr-05

  	
   

  	
  12756

  	
   

  	
  13-Mar-07

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  656568

  	
   

  	
  17-May-04

  	
   

  	
  838248

  	
   

  	
  17-Jun-04

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  872079

  	
   

  	
  22-May-07

  	
   

  	
  134431

  	
   

  	
  1-Dec-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  New Zealand

  	
   

  	
  233259

  	
   

  	
  6-Jan-94

  	
   

  	
  233259

  	
   

  	
  5-Jul-96

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Oman

  	
   

  	
  40911

  	
   

  	
  25-Jul-06

  	
   

  	
  40911

  	
   

  	
  10-Jul-07

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Panama

  	
   

  	
  074219

  	
   

  	
  27-Jan-95

  	
   

  	
  074219

  	
   

  	
  16-May-96

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Philippines

  	
   

  	
  4-1998-005736

  	
   

  	
  31-Jul-98

  	
   

  	
  4-1998-005736

  	
   

  	
  30-Jul-05

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-86307

  	
   

  	
  8-Aug-88

  	
   

  	
  63998

  	
   

  	
  8-Aug-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  354442

  	
   

  	
  13-Mar-01

  	
   

  	
  354442

  	
   

  	
  30-Jun-04

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Russian Federation

  	
   

  	
  I09652

  	
   

  	
  9-Aug-88

  	
   

  	
  85120

  	
   

  	
  3-Apr-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  7416

  	
   

  	
  11-Sep-88

  	
   

  	
  192/16

  	
   

  	
  27-Feb-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  87-4401

  	
   

  	
  14-Jun-87

  	
   

  	
  215044

  	
   

  	
  3-Nov-89

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  S/439/94

  	
   

  	
  19-Jan-94

  	
   

  	
  T94/00439E

  	
   

  	
  19-Jan-94

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200570518

  	
   

  	
  14-Apr-05

  	
   

  	
  Z-200570518

  	
   

  	
  6-Feb-06

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Thailand

  	
   

  	
  259749

  	
   

  	
  3-Feb-94

  	
   

  	
  TM28685

  	
   

  	
  12-May-95

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Turkey

  	
   

  	
  43591

  	
   

  	
  24-Aug-88

  	
   

  	
  107201

  	
   

  	
  24-Aug-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  29883

  	
   

  	
  3-Jun-87

  	
   

  	
  388319

  	
   

  	
  16-Jan-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  73/662052

  	
   

  	
  21-May-87

  	
   

  	
  1484982

  	
   

  	
  19-Apr-88

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Uruguay

  	
   

  	
  266038

  	
   

  	
  21-Oct-93

  	
   

  	
  358.403

  	
   

  	
  11-Jan-95

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Venezuela

  	
   

  	
  94-16939

  	
   

  	
  20-Dec-94

  	
   

  	
  188034-P

  	
   

  	
  9-Feb-96

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  Viet Nam

  	
   

  	
  4-1993-14734

  	
   

  	
  27-Jul-93

  	
   

  	
  12212

  	
   

  	
  16-Jun-94

  	
   

  	
  Registered

  
	
  CARDIOLITE (BLOCK)

  	
   

  	
  South Africa

  	
   

  	
  88/5957

  	
   

  	
  18-Jul-88

  	
   

  	
  88/5957

  	
   

  	
  7-Nov-90

  	
   

  	
  Registered

  
	
  CARDIOLITE IN KATAKANA

  	
   

  	
  Japan

  	
   

  	
  95714/87

  	
   

  	
  25-Aug-87

  	
   

  	
  2266312

  	
   

  	
  21-Sep-90

  	
   

  	
  Registered

  
	
  CLEARAGE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53869/2005

  	
   

  	
  10-May-05

  	
   

  	
  534934

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  CLEARAGE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430229

  	
   

  	
  10-May-05

  	
   

  	
  4430229

  	
   

  	
  25-Apr-06

  	
   

  	
  Registered

  
	
  CLEARAGE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1225/2005

  	
   

  	
  9-May-05

  	
   

  	
  545/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CLEARAGE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504405

  	
   

  	
  11-May-05

  	
   

  	
  231180

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  CONSTALITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53925/2005

  	
   

  	
  11-May-05

  	
   

  	
  535348

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  CONSTALITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388518

  	
   

  	
  15-Apr-05

  	
   

  	
  4388518

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  CONSTALITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1212/2005

  	
   

  	
  9-May-05

  	
   

  	
  532/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CONSTALITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504368

  	
   

  	
  11-May-05

  	
   

  	
  231265

  	
   

  	
  8-Mar-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM 6792/2005

  	
   

  	
  11-Oct-05

  	
   

  	
  229 298

  	
   

  	
  10-Jan-06

  	
   

  	
  Registered

  



 


3






 











 


	
  CONSTELITE (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1079053

  	
   

  	
  4-Oct-05

  	
   

  	
  1079053

  	
   

  	
  22-May-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  1086689

  	
   

  	
  3-Oct-05

  	
   

  	
  784455

  	
   

  	
  7-Mar-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53929/2005

  	
   

  	
  11-May-05

  	
   

  	
  535350

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4932556

  	
   

  	
  8-Oct-05

  	
   

  	
  4932556

  	
   

  	
  21-Feb-09

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  O-430240

  	
   

  	
  3-Oct-05

  	
   

  	
  280408

  	
   

  	
  19-Apr-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  305 58 724.2/05

  	
   

  	
  4-Oct-05

  	
   

  	
  30558724

  	
   

  	
  12-Dec-05

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA200504171

  	
   

  	
  3-Oct-05

  	
   

  	
  VR200503905

  	
   

  	
  11-Oct-05

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200501257

  	
   

  	
  3-Oct-05

  	
   

  	
  43142

  	
   

  	
  22-Sep-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388641

  	
   

  	
  15-Apr-05

  	
   

  	
  4388641

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2672702

  	
   

  	
  4-Oct-05

  	
   

  	
  2672702

  	
   

  	
  30-May-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200502575

  	
   

  	
  3-Oct-05

  	
   

  	
  236053

  	
   

  	
  31-May-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  France

  	
   

  	
  053383474

  	
   

  	
  3-Oct-05

  	
   

  	
  053383474

  	
   

  	
  10-Mar-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2402993

  	
   

  	
  3-Oct-05

  	
   

  	
  2402993

  	
   

  	
  24-Mar-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  150994

  	
   

  	
  10-Oct-05

  	
   

  	
  150994

  	
   

  	
  19-Mar-07

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0503233

  	
   

  	
  6-Oct-05

  	
   

  	
  187777

  	
   

  	
  11-Dec-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2005/02036

  	
   

  	
  3-Oct-05

  	
   

  	
  232693

  	
   

  	
  10-Apr-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1214/2005

  	
   

  	
  9-May-05

  	
   

  	
  534/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO2005C002840

  	
   

  	
  5-Oct-05

  	
   

  	
  1175186

  	
   

  	
  6-Mar-09

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-92510

  	
   

  	
  4-Oct-05

  	
   

  	
  4999886

  	
   

  	
  2-Nov-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  2005 1732

  	
   

  	
  3-Oct-05

  	
   

  	
  53451

  	
   

  	
  15-May-07

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M051426

  	
   

  	
  30-Nov-05

  	
   

  	
  M57210

  	
   

  	
  20-Jan-07

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Malta

  	
   

  	
  44352

  	
   

  	
  5-Oct-05

  	
   

  	
  44352

  	
   

  	
  1-Feb-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504369

  	
   

  	
  11-May-05

  	
   

  	
  231267

  	
   

  	
  8-Mar-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-300785

  	
   

  	
  4-Oct-05

  	
   

  	
  191177

  	
   

  	
  5-Dec-07

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  394593

  	
   

  	
  14-Oct-05

  	
   

  	
  394593

  	
   

  	
  11-Aug-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2005/07289

  	
   

  	
  4-Oct-05

  	
   

  	
  378117

  	
   

  	
  13-Jan-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T05/19228Z

  	
   

  	
  4-Oct-05

  	
   

  	
  T05/19228Z

  	
   

  	
  13-Jul-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200571366

  	
   

  	
  3-Oct-05

  	
   

  	
  200571366

  	
   

  	
  24-Apr-06

  	
   

  	
  Registered

  
	
  CONSTELITE (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  1819-2005

  	
   

  	
  3-Oct-05

  	
   

  	
  215213

  	
   

  	
  11-Sep-06

  	
   

  	
  Registered

  
	
  CONSTILITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53927/2005

  	
   

  	
  11-May-05

  	
   

  	
  535349

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  CONSTILITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388559

  	
   

  	
  15-Apr-05

  	
   

  	
  4388559

  	
   

  	
  31-Mar-06

  	
   

  	
  Registered

  
	
  CONSTILITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1213/2005

  	
   

  	
  9-May-05

  	
   

  	
  533/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CONSTILITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504397

  	
   

  	
  11-May-05

  	
   

  	
  231268

  	
   

  	
  8-Mar-06

  	
   

  	
  Registered

  
	
  CORRELITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53864/2005

  	
   

  	
  10-May-05

  	
   

  	
  534929

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  CORRELITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430427

  	
   

  	
  10-May-05

  	
   

  	
  4430427

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  CORRELITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1220/2005

  	
   

  	
  9-May-05

  	
   

  	
  540/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CORRELITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504373

  	
   

  	
  11-May-05

  	
   

  	
  231303

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  



 


4






 











 


	
  CRESONATE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53868/2005

  	
   

  	
  10-May-05

  	
   

  	
  534933

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  CRESONATE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430369

  	
   

  	
  10-May-05

  	
   

  	
  4430369

  	
   

  	
  5-Apr-06

  	
   

  	
  Registered

  
	
  CRESONATE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1224/2005

  	
   

  	
  9-May-05

  	
   

  	
  544/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  CRESONATE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504376

  	
   

  	
  11-May-05

  	
   

  	
  231312

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY

  	
   

  	
  Austria

  	
   

  	
  AM6773/2003

  	
   

  	
  14-Oct-03

  	
   

  	
  214791

  	
   

  	
  13-Jan-04

  	
   

  	
  Registered

  
	
  DEFINITY

  	
   

  	
  Benelux

  	
   

  	
  1041399

  	
   

  	
  7-Oct-03

  	
   

  	
  744968

  	
   

  	
  7-Oct-03

  	
   

  	
  Registered

  
	
  DEFINITY

  	
   

  	
  Denmark

  	
   

  	
  VA200303637

  	
   

  	
  8-Oct-03

  	
   

  	
  VR200304229

  	
   

  	
  23-Dec-03

  	
   

  	
  Registered

  
	
  DEFINITY

  	
   

  	
  European Community

  	
   

  	
  4043428

  	
   

  	
  24-Sep-04

  	
   

  	
  4043428

  	
   

  	
  16-Jun-06

  	
   

  	
  Registered

  
	
  DEFINITY

  	
   

  	
  Italy

  	
   

  	
  T02004C002801

  	
   

  	
  27-Sep-04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  DEFINITY

  	
   

  	
  Jordan

  	
   

  	
   

  	
   

  	
  9-Dec-03

  	
   

  	
  72919

  	
   

  	
  16-Jun-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  58056

  	
   

  	
  30-Dec-03

  	
   

  	
  49158

  	
   

  	
  31-Oct-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2481681

  	
   

  	
  4-Dec-03

  	
   

  	
  2038737

  	
   

  	
  19-Aug-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Bulgaria

  	
   

  	
  73798

  	
   

  	
  24-Sep-04

  	
   

  	
  55703

  	
   

  	
  20-Sep-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  40543

  	
   

  	
  19-Jan-04

  	
   

  	
  40543

  	
   

  	
  3-Aug-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  821165925

  	
   

  	
  23-Oct-98

  	
   

  	
  821165925

  	
   

  	
  2-May-07

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  917629

  	
   

  	
  11-Jun-98

  	
   

  	
  647455

  	
   

  	
  11-Jun-98

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  885825

  	
   

  	
  29-Jul-98

  	
   

  	
  TMA604670

  	
   

  	
  10-Mar-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  04519

  	
   

  	
  5-Jun-98

  	
   

  	
  456755

  	
   

  	
  4-Dec-98

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  56283/2004

  	
   

  	
  17-Sep-04

  	
   

  	
  528677

  	
   

  	
  14-Dec-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  627594

  	
   

  	
  11-Nov-03

  	
   

  	
  695895

  	
   

  	
  22-Jun-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  2000175322

  	
   

  	
  13-Nov-00

  	
   

  	
  1684547

  	
   

  	
  21-Dec-01

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  T2003/095330

  	
   

  	
  27-Oct-03

  	
   

  	
  288124

  	
   

  	
  9-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  359595

  	
   

  	
  23-Sep-04

  	
   

  	
  277224

  	
   

  	
  22-Dec-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  398325103

  	
   

  	
  10-Jun-98

  	
   

  	
  39832510

  	
   

  	
  6-Nov-98

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  303520582/82

  	
   

  	
  9-Oct-03

  	
   

  	
  30352058

  	
   

  	
  6-Apr-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA199802556

  	
   

  	
  10-Jun-98

  	
   

  	
  VR199803549

  	
   

  	
  4-Nov-98

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200401427

  	
   

  	
  22-Sep-04

  	
   

  	
  42075

  	
   

  	
  11-Jan-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
   

  	
   

  	
  25-Oct-03

  	
   

  	
  162754

  	
   

  	
  16-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2614823(4)

  	
   

  	
  23-Sep-04

  	
   

  	
  2614823

  	
   

  	
  2-Feb-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200400588

  	
   

  	
  10-Mar-04

  	
   

  	
  231633

  	
   

  	
  30-Nov-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  France

  	
   

  	
  03 3 250 257

  	
   

  	
  9-Oct-03

  	
   

  	
  03 3 250 257

  	
   

  	
  19-Mar-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2374021

  	
   

  	
  24-Sep-04

  	
   

  	
  2374021

  	
   

  	
  18-Mar-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  137184

  	
   

  	
  12-Jun-98

  	
   

  	
  137184

  	
   

  	
  19-Feb-01

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  150072

  	
   

  	
  7-Oct-04

  	
   

  	
  150072

  	
   

  	
  18-Apr-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300118539

  	
   

  	
  27-Nov-03

  	
   

  	
  300118539

  	
   

  	
  10-Aug-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0403974

  	
   

  	
  27-Sep-04

  	
   

  	
  184834

  	
   

  	
  12-Jun-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Indonesia

  	
   

  	
  DOO-28189

  	
   

  	
  24-Nov-00

  	
   

  	
  491755

  	
   

  	
  1-Oct-01

  	
   

  	
  Registered

  



 


5






 











 


	
  DEFINITY (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  98/2416

  	
   

  	
  8-Jun-98

  	
   

  	
  209318

  	
   

  	
  31-Mar-00

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2003/01875

  	
   

  	
  7-Oct-03

  	
   

  	
  228069

  	
   

  	
  7-May-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  167544

  	
   

  	
  24-Oct-03

  	
   

  	
  167544

  	
   

  	
  5-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  India

  	
   

  	
  970339

  	
   

  	
  14-Nov-00

  	
   

  	
  970339

  	
   

  	
  31-Mar-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1091/1998

  	
   

  	
  10-Jun-98

  	
   

  	
  1181/1998

  	
   

  	
  24-Nov-98

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  2418/2004

  	
   

  	
  17-Sep-04

  	
   

  	
  841/2004

  	
   

  	
  6-Oct-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  RM98C003094

  	
   

  	
  17-Jun-98

  	
   

  	
  839885

  	
   

  	
  8-Mar-01

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  40-2000-52536

  	
   

  	
  11-Nov-00

  	
   

  	
  40-0516449

  	
   

  	
  29-Mar-02

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  61869

  	
   

  	
  30-Nov-03

  	
   

  	
  52503

  	
   

  	
  30-Nov-03

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Lebanon

  	
   

  	
  96379

  	
   

  	
  8-Jan-04

  	
   

  	
  96379

  	
   

  	
  8-Jan-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  20041886

  	
   

  	
  22-Sep-04

  	
   

  	
  51288

  	
   

  	
  14-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M-04-1443

  	
   

  	
  22-Sep-04

  	
   

  	
  M55649

  	
   

  	
  20-Nov-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017396

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017396

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Malta

  	
   

  	
   

  	
   

  	
  30-Sep-04

  	
   

  	
  42705

  	
   

  	
  21-Mar-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  626695

  	
   

  	
  28-Oct-03

  	
   

  	
  821941

  	
   

  	
  25-Feb-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Malaysia

  	
   

  	
  00015872

  	
   

  	
  8-Nov-00

  	
   

  	
  00015872

  	
   

  	
  29-Nov-07

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200309427

  	
   

  	
  9-Oct-03

  	
   

  	
  223995

  	
   

  	
  9-Aug-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  New Zealand

  	
   

  	
  705127

  	
   

  	
  27-Nov-03

  	
   

  	
  705127

  	
   

  	
  5-Jul-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Oman

  	
   

  	
   

  	
   

  	
  16-Dec-03

  	
   

  	
  32096

  	
   

  	
  10-Jul-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Philippines

  	
   

  	
  4-2003-009869

  	
   

  	
  27-Oct-03

  	
   

  	
  4-2003-009869

  	
   

  	
  17-Aug-06

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Pakistan

  	
   

  	
  648

  	
   

  	
  10-Nov-00

  	
   

  	
  167487

  	
   

  	
  10-Nov-00

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-285820

  	
   

  	
  24-Sep-04

  	
   

  	
  188252

  	
   

  	
  24-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  375909

  	
   

  	
  16-Oct-03

  	
   

  	
  375909

  	
   

  	
  3-Nov-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Romania

  	
   

  	
  M 2004 08155

  	
   

  	
  22-Sep-04

  	
   

  	
  NR63773

  	
   

  	
  22-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  86886

  	
   

  	
  27-Dec-03

  	
   

  	
  747/49

  	
   

  	
  20-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  1998/04656

  	
   

  	
  11-Jun-98

  	
   

  	
  338235

  	
   

  	
  9-Jun-00

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2004/07226

  	
   

  	
  29-Oct-04

  	
   

  	
  373766

  	
   

  	
  22-Jul-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T02/16112Z

  	
   

  	
  16-Oct-02

  	
   

  	
  T02/11612Z

  	
   

  	
  16-Oct-02

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z200471683

  	
   

  	
  22-Sep-04

  	
   

  	
  200471683

  	
   

  	
  13-Jun-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  2898-2004

  	
   

  	
  22-Sep-04

  	
   

  	
  211567

  	
   

  	
  10-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Thailand

  	
   

  	
  439865

  	
   

  	
  28-Nov-00

  	
   

  	
  146090

  	
   

  	
  27-Oct-01

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Turkey

  	
   

  	
  2004030777

  	
   

  	
  24-Sep-04

  	
   

  	
  2004030777

  	
   

  	
  24-Sep-04

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  89065181

  	
   

  	
  10-Nov-00

  	
   

  	
  983838

  	
   

  	
  16-Feb-02

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  75/479438

  	
   

  	
  5-May-98

  	
   

  	
  2478324

  	
   

  	
  14-Aug-01

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Venezuela

  	
   

  	
  15475/2003

  	
   

  	
  27-Oct-03

  	
   

  	
  P261256

  	
   

  	
  25-May-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Viet Nam

  	
   

  	
  4-2003-11883

  	
   

  	
  26-Dec-03

  	
   

  	
  62986

  	
   

  	
  24-May-05

  	
   

  	
  Registered

  
	
  DEFINITY (BLOCK)

  	
   

  	
  Serbia (Old Code)

  	
   

  	
  Z-522/05

  	
   

  	
  5-May-05

  	
   

  	
  50885

  	
   

  	
  7-Jun-06

  	
   

  	
  Registered

  



 


6






 











 


	
  DEFINITY
  (DI FEN LI TI) (SIMPLIFIED CHINESE CHARACTERS) (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636959

  	
   

  	
  30-Apr-05

  	
   

  	
  4636959

  	
   

  	
  14-Sep-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN LI) (SIMPLIFIED CHINESE CHARACTERS) (VERSION 1) (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636957

  	
   

  	
  30-Apr-05

  	
   

  	
  4636957

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN LI) (SIMPLIFIED CHINESE CHARACTERS) (VERSION 2) (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636953

  	
   

  	
  30-Apr-05

  	
   

  	
  4636953

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN NI TI) (SIMPLIFIED CHINESE CHARACTERS) (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636951

  	
   

  	
  30-Apr-05

  	
   

  	
  4636951

  	
   

  	
  14-Sep-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN NI) (SIMPLIFIED CHINESE CHARACTERS) (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636952

  	
   

  	
  30-Apr-05

  	
   

  	
  4636952

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN NI) (SIMPLIFIED CHINESE CHARACTERS) VERSION 1 (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636958

  	
   

  	
  30-Apr-05

  	
   

  	
  4636958

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN NI) (SIMPLIFIED CHINESE CHARACTERS) VERSION 2 (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636954

  	
   

  	
  30-Apr-05

  	
   

  	
  4636954

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  (DI FEN) (SIMPLIFIED CHINESE CHARACTERS)VERSION 2 (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4636955

  	
   

  	
  30-Apr-05

  	
   

  	
  4636955

  	
   

  	
  28-Aug-08

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DE FEN LI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415692

  	
   

  	
  5-May-05

  	
   

  	
  300415692

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DE FEN LI) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017399

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017399

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI TI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415746

  	
   

  	
  5-May-05

  	
   

  	
  300415746

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI TI) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017404

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017404

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI) - VERSION 2 (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017400

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017400

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415728

  	
   

  	
  5-May-05

  	
   

  	
  300415728

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415737

  	
   

  	
  5-May-05

  	
   

  	
  300415737

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN LI) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017402

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017402

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN NI TI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415773

  	
   

  	
  5-May-05

  	
   

  	
  300415773

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN NI TI) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017405

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017405

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN NI) - VERSION 2 (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415755

  	
   

  	
  5-May-05

  	
   

  	
  300415755

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  



 






 











 


	
  DEFINITY
  IN CHINESE (DI FEN NI) - VERSION 2 (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017403

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017403

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN NI) (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300415764

  	
   

  	
  5-May-05

  	
   

  	
  300415764

  	
   

  	
  18-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN NI) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017401

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017401

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN) - VERSION 2 (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017398

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017398

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI FEN) (BLOCK)

  	
   

  	
  Macao

  	
   

  	
  N/017397

  	
   

  	
  1-Jun-05

  	
   

  	
  N/017397

  	
   

  	
  6-Oct-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN) - VERSION 2 (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020928

  	
   

  	
  3-May-05

  	
   

  	
  01197686

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020927

  	
   

  	
  3-May-05

  	
   

  	
  01197685

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-LI) - VERSION 2 (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020930

  	
   

  	
  3-May-05

  	
   

  	
  01197688

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-LI) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020926

  	
   

  	
  3-May-05

  	
   

  	
  01197684

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-LI-TI) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020922

  	
   

  	
  3-May-05

  	
   

  	
  01185604

  	
   

  	
  16-Dec-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-NI) - VERSION 2 (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020929

  	
   

  	
  3-May-05

  	
   

  	
  01197687

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-NI) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020943

  	
   

  	
  3-May-05

  	
   

  	
  01197690

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (DI-FEN-NI-TI) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020920

  	
   

  	
  3-May-05

  	
   

  	
  01183223

  	
   

  	
  1-Dec-05

  	
   

  	
  Registered

  
	
  DEFINITY
  IN CHINESE (TE-FEN-LI) (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  094020932

  	
   

  	
  3-May-05

  	
   

  	
  01197689

  	
   

  	
  1-Mar-06

  	
   

  	
  Registered

  
	
  DEFINITY
  WITH KATAKANA (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  914981999

  	
   

  	
  12-Oct-99

  	
   

  	
  4412056

  	
   

  	
  25-Aug-00

  	
   

  	
  Registered

  
	
  DEFINTY (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  980075

  	
   

  	
  27-Nov-03

  	
   

  	
  980075

  	
   

  	
  7-Sep-04

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM6794/2005

  	
   

  	
  11-Oct-05

  	
   

  	
  229 300

  	
   

  	
   

  	
   

  	
  Pending

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1079051

  	
   

  	
  4-Oct-05

  	
   

  	
  1079051

  	
   

  	
  22-May-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  1086688

  	
   

  	
  3-Oct-05

  	
   

  	
  0784453

  	
   

  	
  7-Mar-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53833/2005

  	
   

  	
  9-May-05

  	
   

  	
  535031

  	
   

  	
  27-Jun-05

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4932557

  	
   

  	
  8-Oct-05

  	
   

  	
  4932557

  	
   

  	
  21-Feb-09

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Cyprus, Republic of

  	
   

  	
  71783

  	
   

  	
  5-Oct-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  O-430238

  	
   

  	
  3-Oct-05

  	
   

  	
  280406

  	
   

  	
  19-Apr-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  30558722.6/05

  	
   

  	
  4-Oct-05

  	
   

  	
  30558722

  	
   

  	
  12-Dec-05

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA200504170

  	
   

  	
  3-Oct-05

  	
   

  	
  VR200503903

  	
   

  	
  11-Oct-05

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200501255

  	
   

  	
  3-Oct-05

  	
   

  	
  43140

  	
   

  	
  22-Sep-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  004421632

  	
   

  	
  4-May-05

  	
   

  	
  004421632

  	
   

  	
  25-Apr-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2672704

  	
   

  	
  4-Oct-05

  	
   

  	
  2672704

  	
   

  	
  30-May-06

  	
   

  	
  Registered

  



 


8






 











 


	
  DEPICTRA (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200502573

  	
   

  	
  3-Oct-05

  	
   

  	
  236051

  	
   

  	
  31-May-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  France

  	
   

  	
  053383469

  	
   

  	
  3-Oct-05

  	
   

  	
  053383469

  	
   

  	
  3-Oct-05

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2402991

  	
   

  	
  3-Oct-05

  	
   

  	
  2402991

  	
   

  	
  24-Mar-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  150992

  	
   

  	
  10-Oct-05

  	
   

  	
  150992

  	
   

  	
  19-Mar-07

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0503231

  	
   

  	
  6-Oct-05

  	
   

  	
  187775

  	
   

  	
  11-Dec-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2005/02034

  	
   

  	
  3-Oct-05

  	
   

  	
  232689

  	
   

  	
  10-Apr-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1235/2005

  	
   

  	
  9-May-05

  	
   

  	
  555/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO2005C002838

  	
   

  	
  5-Oct-05

  	
   

  	
  1175184

  	
   

  	
  6-Mar-09

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-92511

  	
   

  	
  4-Oct-05

  	
   

  	
  4959290

  	
   

  	
  9-Jun-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  20051730

  	
   

  	
  3-Oct-05

  	
   

  	
  53449

  	
   

  	
  15-May-07

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M-05-1424

  	
   

  	
  30-Nov-05

  	
   

  	
  M57208

  	
   

  	
  20-Jan-07

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Malta

  	
   

  	
  44351

  	
   

  	
  5-Oct-05

  	
   

  	
  44351

  	
   

  	
  1-Feb-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504372

  	
   

  	
  11-May-05

  	
   

  	
  231295

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-300787

  	
   

  	
  4-Oct-05

  	
   

  	
  191179

  	
   

  	
  5-Dec-07

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  394584

  	
   

  	
  14-Oct-05

  	
   

  	
  394584

  	
   

  	
  11-Aug-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2005/07290

  	
   

  	
  4-Oct-05

  	
   

  	
  378118

  	
   

  	
  13-Jan-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T05/19226C

  	
   

  	
  4-Oct-05

  	
   

  	
  T05/19226C

  	
   

  	
  6-Jun-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200571368

  	
   

  	
  3-Oct-05

  	
   

  	
  200571368

  	
   

  	
  24-Apr-06

  	
   

  	
  Registered

  
	
  DEPICTRA (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  1820-2005

  	
   

  	
  3-Oct-05

  	
   

  	
  215214

  	
   

  	
  11-Sep-06

  	
   

  	
  Registered

  
	
  FORELUME (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53870/2005

  	
   

  	
  10-May-05

  	
   

  	
  534935

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  FORELUME (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430146

  	
   

  	
  10-May-05

  	
   

  	
  4430146

  	
   

  	
  31-Mar-06

  	
   

  	
  Registered

  
	
  FORELUME (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1226/2005

  	
   

  	
  9-May-05

  	
   

  	
  546/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  FORELUME (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504378

  	
   

  	
  11-May-05

  	
   

  	
  231314

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  GLUDEF (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1466957

  	
   

  	
  25-Jan-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  GLUDEF (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  77/917593

  	
   

  	
  22-Jan-10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  ILLUSTREL (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53871/2005

  	
   

  	
  10-May-05

  	
   

  	
  534936

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  ILLUSTREL (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4429742

  	
   

  	
  10-May-05

  	
   

  	
  4429742

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  ILLUSTREL (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1227/2005

  	
   

  	
  9-May-05

  	
   

  	
  547/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  ILLUSTREL (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504406

  	
   

  	
  11-May-05

  	
   

  	
  231201

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2426151

  	
   

  	
  24-Apr-03

  	
   

  	
  1988805

  	
   

  	
  24-Aug-04

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  947429

  	
   

  	
  18-Mar-03

  	
   

  	
  947429

  	
   

  	
  9-Oct-03

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  33216

  	
   

  	
  11-May-03

  	
   

  	
  33216

  	
   

  	
  26-Dec-05

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  825542944

  	
   

  	
  27-May-03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1171363

  	
   

  	
  17-Mar-03

  	
   

  	
  TMA669731

  	
   

  	
  14-Aug-06

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  604884

  	
   

  	
  17-Apr-03

  	
   

  	
  675787

  	
   

  	
  15-Oct-03

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  3550190

  	
   

  	
  8-May-03

  	
   

  	
  3550190

  	
   

  	
  28-Jan-09

  	
   

  	
  Registered

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  T2003/032097

  	
   

  	
  15-Apr-03

  	
   

  	
  284624

  	
   

  	
  30-Apr-04

  	
   

  	
  Registered

  



 


9






 











 


	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  2003-0002801

  	
   

  	
  13-May-03

  	
   

  	
  145862

  	
   

  	
  17-Mar-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  159020

  	
   

  	
  29-Apr-03

  	
   

  	
  159020

  	
   

  	
  25-Jul-06

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  003168176

  	
   

  	
  6-May-03

  	
   

  	
  003168176

  	
   

  	
  15-Dec-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2327461

  	
   

  	
  25-Mar-03

  	
   

  	
  2327461

  	
   

  	
  26-Sep-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2003/00533

  	
   

  	
  25-Mar-03

  	
   

  	
  227896

  	
   

  	
  25-Mar-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  163951

  	
   

  	
  24-Apr-03

  	
   

  	
  163951

  	
   

  	
  4-Jan-05

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Jordan

  	
   

  	
  71333

  	
   

  	
  4-Aug-03

  	
   

  	
  71333

  	
   

  	
  26-Feb-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2003-29892

  	
   

  	
  14-Apr-03

  	
   

  	
  4714745

  	
   

  	
  3-Oct-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  40-2003-20578

  	
   

  	
  7-May-03

  	
   

  	
  40-586813

  	
   

  	
  6-Jul-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  59150

  	
   

  	
  23-Apr-03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  597827

  	
   

  	
  22-Apr-03

  	
   

  	
  798463

  	
   

  	
  30-Jun-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Malaysia

  	
   

  	
  2003/05663

  	
   

  	
  19-May-03

  	
   

  	
  2003/05663

  	
   

  	
  3-Feb-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Oman

  	
   

  	
  30510

  	
   

  	
  6-May-03

  	
   

  	
  30510

  	
   

  	
  2-Jul-05

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Panama

  	
   

  	
  127224

  	
   

  	
  20-May-03

  	
   

  	
  127224

  	
   

  	
  20-May-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Philippines

  	
   

  	
  42003002819

  	
   

  	
  26-Mar-03

  	
   

  	
  42003002819

  	
   

  	
  14-Apr-08

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  82529

  	
   

  	
  23-Apr-03

  	
   

  	
  735/13

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T03/06048C

  	
   

  	
  25-Apr-03

  	
   

  	
  T03/06048C

  	
   

  	
  25-Apr-03

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  092018264

  	
   

  	
  16-Apr-03

  	
   

  	
  1089258

  	
   

  	
  16-Mar-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  78/210142

  	
   

  	
  3-Feb-03

  	
   

  	
  3276023

  	
   

  	
  7-Aug-07

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  Venezuela

  	
   

  	
  04611/2003

  	
   

  	
  22-Apr-03

  	
   

  	
  P254452

  	
   

  	
  14-Sep-04

  	
   

  	
  Registered

  	
   

  
	
  INNOVATORS AT HEART
  (BLOCK)

  	
   

  	
  South Africa

  	
   

  	
  2003/04645

  	
   

  	
  19-Mar-03

  	
   

  	
  2003/04645

  	
   

  	
  20-Feb-08

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1046747

  	
   

  	
  17-Mar-05

  	
   

  	
  1046747

  	
   

  	
  24-Oct-05

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  827273975

  	
   

  	
  18-Mar-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1250924

  	
   

  	
  16-Mar-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  58050/2005

  	
   

  	
  3-Oct-05

  	
   

  	
  540105

  	
   

  	
  6-Dec-05

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4346102

  	
   

  	
  18-Mar-05

  	
   

  	
  4346102

  	
   

  	
  8-Mar-06

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  2774/2005

  	
   

  	
  3-Oct-05

  	
   

  	
  980/2005

  	
   

  	
  3-Nov-05

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-024285

  	
   

  	
  18-Mar-05

  	
   

  	
  4959316

  	
   

  	
  9-Jun-06

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  711147

  	
   

  	
  8-Apr-05

  	
   

  	
  891151

  	
   

  	
  25-Jul-05

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200510192

  	
   

  	
  4-Oct-05

  	
   

  	
  232962

  	
   

  	
  31-May-06

  	
   

  	
  Registered

  	
   

  
	
  INTELLIPIN (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  78/436013

  	
   

  	
  16-Jun-04

  	
   

  	
  3127726

  	
   

  	
  8-Aug-06

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING

  	
   

  	
  Brazil

  	
   

  	
  829916156

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING

  	
   

  	
  Peru

  	
   

  	
  362643

  	
   

  	
  7-Aug-08

  	
   

  	
  150330

  	
   

  	
  26-Mar-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  117813

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  117812

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Argentina

  	
   

  	
  2846697

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Argentina

  	
   

  	
  2846698

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  



 


10






 











 


	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2846696

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1254050

  	
   

  	
  25-Jul-08

  	
   

  	
  1254050

  	
   

  	
  9-Dec-08

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  71833

  	
   

  	
  19-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  71834

  	
   

  	
  19-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Bolivia

  	
   

  	
  3745-2008

  	
   

  	
  8-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Bolivia

  	
   

  	
  3744-2008

  	
   

  	
  8-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  829916172

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  829916199

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1404829

  	
   

  	
  25-Jul-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Allowed

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  59431/2008

  	
   

  	
  29-Jul-08

  	
   

  	
  582123

  	
   

  	
  27-Jan-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  831148

  	
   

  	
  30-Jul-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  831147

  	
   

  	
  30-Jul-08

  	
   

  	
  845.152

  	
   

  	
  26-Mar-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS
  MEDICAL IMAGING (BLOCK)

  	
   

  	
  China
  (People’s Republic)

  	
   

  	
  6891457

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS
  MEDICAL IMAGING (BLOCK)

  	
   

  	
  China
  (People’s Republic)

  	
   

  	
  6891456

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS
  MEDICAL IMAGING (BLOCK) 

  	
   

  	
  China
  (People’s Republic)

  	
   

  	
  6891458

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  08083009

  	
   

  	
  11-Aug-08

  	
   

  	
  385894

  	
   

  	
  31-Jul-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  08083012

  	
   

  	
  11-Aug-08

  	
   

  	
  385895

  	
   

  	
  31-Jul-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  2008-9852

  	
   

  	
  3-Oct-08

  	
   

  	
  187183

  	
   

  	
  27-Feb-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  2008-0009851

  	
   

  	
  3-Oct-08

  	
   

  	
  190722

  	
   

  	
  29-May-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Ecuador

  	
   

  	
  202742

  	
   

  	
  30-Jul-08

  	
   

  	
  1529-09

  	
   

  	
  21-Jan-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Ecuador

  	
   

  	
  202741

  	
   

  	
  30-Jul-08

  	
   

  	
  1528-09

  	
   

  	
  21-Jan-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  219988

  	
   

  	
  27-Jul-08

  	
   

  	
  219988

  	
   

  	
  17-Jan-10

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  219989

  	
   

  	
  27-Jul-08

  	
   

  	
  219989

  	
   

  	
  17-Jan-10

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  European Community

  	
   

  	
  7119712

  	
   

  	
  1-Aug-08

  	
   

  	
  7119712

  	
   

  	
  11-May-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  301168975

  	
   

  	
  25-Jul-08

  	
   

  	
  301168975

  	
   

  	
  5-Feb-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Croatia

  	
   

  	
  Z20081644

  	
   

  	
  25-Jul-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Indonesia

  	
   

  	
  D002008029143

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Indonesia

  	
   

  	
  D002008029141

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  214010

  	
   

  	
  10-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  214011

  	
   

  	
  10-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  214009

  	
   

  	
  10-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  India

  	
   

  	
  1719854

  	
   

  	
  11-Aug-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  2532/2008

  	
   

  	
  25-Jul-08

  	
   

  	
  945/2008

  	
   

  	
  1-Sep-08

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2008-065825

  	
   

  	
  8-Aug-08

  	
   

  	
  5266851

  	
   

  	
  18-Sep-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Korea, Republic of

  	
   

  	
  45-2008-3435

  	
   

  	
  8-Aug-08

  	
   

  	
  45-29150

  	
   

  	
  1-Oct-09

  	
   

  	
  Registered

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  99301

  	
   

  	
  16-Nov-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  99302

  	
   

  	
  16-Nov-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  	
   

  



 


11






 











 


	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Liechtenstein 

  	
   

  	
  15053 

  	
   

  	
  6-Aug-08 

  	
   

  	
  15053 

  	
   

  	
  6-Aug-08 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Mexico 

  	
   

  	
  953911 

  	
   

  	
  11-Aug-08 

  	
   

  	
  1085795 

  	
   

  	
  19-Feb-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Mexico 

  	
   

  	
  953912 

  	
   

  	
  11-Aug-08 

  	
   

  	
  1078471 

  	
   

  	
  13-Jan-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Malaysia 

  	
   

  	
  08015849 

  	
   

  	
  11-Aug-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Malaysia 

  	
   

  	
  08015848 

  	
   

  	
  11-Aug-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Norway 

  	
   

  	
  200810102 

  	
   

  	
  19-Aug-08 

  	
   

  	
  248235 

  	
   

  	
  21-Oct-08 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  New Zealand 

  	
   

  	
  793323 

  	
   

  	
  25-Jul-08 

  	
   

  	
  793323 

  	
   

  	
  29-Jan-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Peru 

  	
   

  	
  362644 

  	
   

  	
  7-Aug-08 

  	
   

  	
  150331 

  	
   

  	
  26-Mar-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Philippines 

  	
   

  	
  4-2008-009677 

  	
   

  	
  11-Aug-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Pakistan 

  	
   

  	
  253882 

  	
   

  	
  31-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Pakistan 

  	
   

  	
  253883 

  	
   

  	
  31-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Russian Federation 

  	
   

  	
  2008725562 

  	
   

  	
  8-Aug-08 

  	
   

  	
  390038 

  	
   

  	
  28-Sep-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Saudi Arabia 

  	
   

  	
  135890 

  	
   

  	
  11-Oct-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Saudi Arabia 

  	
   

  	
  135891 

  	
   

  	
  11-Oct-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Singapore 

  	
   

  	
  T08/10387C 

  	
   

  	
  5-Aug-08 

  	
   

  	
  T0810387C 

  	
   

  	
  11-Jun-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Thailand 

  	
   

  	
  703875 

  	
   

  	
  1-Aug-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Thailand 

  	
   

  	
  703874 

  	
   

  	
  1-Aug-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Turkey 

  	
   

  	
  2008/44719 

  	
   

  	
  30-Jul-08 

  	
   

  	
  2008 44719 

  	
   

  	
  7-Sep-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Taiwan 

  	
   

  	
  097037777 

  	
   

  	
  11-Aug-08 

  	
   

  	
  1369375 

  	
   

  	
  1-Jul-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  United States of America 

  	
   

  	
  77/394021 

  	
   

  	
  11-Feb-08 

  	
   

  	
  3699730 

  	
   

  	
  20-Oct-09 

  	
   

  	
  Registered 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Venezuela 

  	
   

  	
  14944-2008 

  	
   

  	
  31-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  Venezuela 

  	
   

  	
  14945-2008 

  	
   

  	
  31-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  South Africa 

  	
   

  	
  2008/17501 

  	
   

  	
  29-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  South Africa 

  	
   

  	
  2008/17502 

  	
   

  	
  29-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LANTHEUS MEDICAL IMAGING
  (BLOCK) 

  	
   

  	
  South Africa 

  	
   

  	
  2008/17503 

  	
   

  	
  29-Jul-08 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending 

  
	
  LUMIFY (BLOCK) 

  	
   

  	
  Switzerland 

  	
   

  	
  53831/2005 

  	
   

  	
  9-May-05 

  	
   

  	
  535029 

  	
   

  	
  27-Jun-05 

  	
   

  	
  Registered 

  
	
  LUMIFY (BLOCK) 

  	
   

  	
  European Community 

  	
   

  	
  4421558 

  	
   

  	
  4-May-05 

  	
   

  	
  4421558 

  	
   

  	
  25-Apr-06 

  	
   

  	
  Registered 

  
	
  LUMIFY (BLOCK) 

  	
   

  	
  Iceland 

  	
   

  	
  1233/2005 

  	
   

  	
  9-May-05 

  	
   

  	
  553/2005 

  	
   

  	
  6-Jun-05 

  	
   

  	
  Registered 

  
	
  LUMIFY (BLOCK) 

  	
   

  	
  Norway 

  	
   

  	
  200504371 

  	
   

  	
  11-May-05 

  	
   

  	
  231170 

  	
   

  	
  6-Mar-06 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Austria 

  	
   

  	
  AM 6795/2005 

  	
   

  	
  11-Oct-05 

  	
   

  	
  229 301 

  	
   

  	
  10-Jan-06 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Australia 

  	
   

  	
  1079052 

  	
   

  	
  4-Oct-05 

  	
   

  	
  1079052 

  	
   

  	
  22-May-06 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Benelux 

  	
   

  	
  1086686 

  	
   

  	
  3-Oct-05 

  	
   

  	
  784452 

  	
   

  	
  7-Mar-06 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Switzerland 

  	
   

  	
  53872/2005 

  	
   

  	
  10-May-05 

  	
   

  	
  534937 

  	
   

  	
  23-Jun-05 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  China (People's Republic) 

  	
   

  	
  4932558 

  	
   

  	
  28-Dec-05 

  	
   

  	
  4932558 

  	
   

  	
  21-Feb-09 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Czech Republic 

  	
   

  	
  O-430237 

  	
   

  	
  3-Oct-05 

  	
   

  	
  280405 

  	
   

  	
  19-Apr-06 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Germany 

  	
   

  	
  305587218/05 

  	
   

  	
  4-Oct-05 

  	
   

  	
  30558721 

  	
   

  	
  12-Dec-05 

  	
   

  	
  Registered 

  
	
  LUMINITY (BLOCK) 

  	
   

  	
  Denmark 

  	
   

  	
  V A 2005 04169 

  	
   

  	
  3-Oct-05 

  	
   

  	
  VR 2005 03906 

  	
   

  	
  11-Oct-05 

  	
   

  	
  Registered 

  



 


12






 











 


	
  LUMINITY (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200501254

  	
   

  	
  3-Oct-05

  	
   

  	
  43139

  	
   

  	
  22-Sep-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4429676

  	
   

  	
  10-May-05

  	
   

  	
  4429676

  	
   

  	
  25-Apr-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2672701(3)

  	
   

  	
  4-Oct-05

  	
   

  	
  2672701

  	
   

  	
  30-May-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200502572

  	
   

  	
  3-Oct-05

  	
   

  	
  236050

  	
   

  	
  31-May-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  France

  	
   

  	
  053383470

  	
   

  	
  3-Oct-05

  	
   

  	
  053383470

  	
   

  	
  3-Oct-05

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2402990

  	
   

  	
  3-Oct-05

  	
   

  	
  2402990

  	
   

  	
  24-Mar-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  150991

  	
   

  	
  10-Oct-05

  	
   

  	
  150991

  	
   

  	
  19-Mar-07

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0503230

  	
   

  	
  6-Oct-05

  	
   

  	
  188266

  	
   

  	
  11-Jan-07

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  2005/02035

  	
   

  	
  3-Oct-05

  	
   

  	
  232691

  	
   

  	
  10-Apr-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1229/2005

  	
   

  	
  9-May-05

  	
   

  	
  549/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO2005C002841

  	
   

  	
  5-Oct-05

  	
   

  	
  1175187

  	
   

  	
  6-Mar-09

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-92513

  	
   

  	
  4-Oct-05

  	
   

  	
  4959291

  	
   

  	
  9-Jun-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  20051729

  	
   

  	
  3-Oct-05

  	
   

  	
  53448

  	
   

  	
  15-Dec-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M-05-1423

  	
   

  	
  30-Nov-05

  	
   

  	
  M57207

  	
   

  	
  20-Jan-07

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Malta

  	
   

  	
  44350

  	
   

  	
  5-Oct-05

  	
   

  	
  44350

  	
   

  	
  1-Feb-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504389

  	
   

  	
  11-May-05

  	
   

  	
  231348

  	
   

  	
  13-Mar-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-300788

  	
   

  	
  4-Oct-05

  	
   

  	
  191180

  	
   

  	
  5-Dec-07

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  394592

  	
   

  	
  14-Oct-05

  	
   

  	
  394592

  	
   

  	
  11-Aug-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2005/073333

  	
   

  	
  5-Oct-05

  	
   

  	
  378428

  	
   

  	
  3-Feb-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T05/19224G

  	
   

  	
  4-Oct-05

  	
   

  	
  T05/19924G

  	
   

  	
  4-Oct-05

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200571369

  	
   

  	
  3-Oct-05

  	
   

  	
  200571369

  	
   

  	
  24-Apr-06

  	
   

  	
  Registered

  
	
  LUMINITY (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  POZ-1822-2005

  	
   

  	
  3-Oct-05

  	
   

  	
  215216

  	
   

  	
  11-Sep-06

  	
   

  	
  Registered

  
	
  MIBI (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T200000804

  	
   

  	
  9-Mar-00

  	
   

  	
  219718

  	
   

  	
  15-Dec-00

  	
   

  	
  Registered

  
	
  MIBI (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200002833

  	
   

  	
  9-Mar-00

  	
   

  	
  204759

  	
   

  	
  14-Sep-00

  	
   

  	
  Registered

  
	
  MIBI (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  00-01987

  	
   

  	
  10-Mar-00

  	
   

  	
  346010

  	
   

  	
  4-May-01

  	
   

  	
  Registered

  
	
  MIRALUMA

  	
   

  	
  Switzerland

  	
   

  	
  5243/1997

  	
   

  	
  1-Jul-97

  	
   

  	
  P447024

  	
   

  	
  24-Nov-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM 3516/97

  	
   

  	
  30-Jun-97

  	
   

  	
  171 776

  	
   

  	
  30-Sep-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  896692

  	
   

  	
  1-Jul-97

  	
   

  	
  616726

  	
   

  	
  5-Jun-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  850538

  	
   

  	
  11-Jul-97

  	
   

  	
  TMA497274

  	
   

  	
  16-Jul-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  97036448

  	
   

  	
  2-Jul-97

  	
   

  	
  205111

  	
   

  	
  28-Jan-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  397 30 205.3

  	
   

  	
  30-Jun-97

  	
   

  	
  397 30 205

  	
   

  	
  5-Sep-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA 1997/03341

  	
   

  	
  2-Jul-97

  	
   

  	
  VA 1998 01749

  	
   

  	
  10-Apr-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Ecuador

  	
   

  	
  79521

  	
   

  	
  30-Jun-97

  	
   

  	
  5711-98

  	
   

  	
  6-Oct-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  006800461

  	
   

  	
  2-Apr-08

  	
   

  	
  006800461

  	
   

  	
  9-Jun-09

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2102469

  	
   

  	
  3-Jul-97

  	
   

  	
  2102469

  	
   

  	
  5-Jan-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T199702696

  	
   

  	
  8-Jul-97

  	
   

  	
  210212

  	
   

  	
  15-Jun-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  France

  	
   

  	
  97/685106

  	
   

  	
  1-Jul-97

  	
   

  	
  97685106

  	
   

  	
  1-Jul-97

  	
   

  	
  Registered

  



 


13






 











 


	
  MIRALUMA (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2137649

  	
   

  	
  2-Jul-97

  	
   

  	
  2137649

  	
   

  	
  26-Dec-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  133802

  	
   

  	
  10-Jul-97

  	
   

  	
  133802

  	
   

  	
  17-Mar-99

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  97/2447

  	
   

  	
  1-Jul-97

  	
   

  	
  205192

  	
   

  	
  1-Jul-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  875/1997

  	
   

  	
  4-Jul-97

  	
   

  	
  1162/1997

  	
   

  	
  29-Aug-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  M197C007563

  	
   

  	
  7-Aug-97

  	
   

  	
  810717

  	
   

  	
  13-Apr-00

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Nicaragua

  	
   

  	
  97-02359

  	
   

  	
  17-Jul-97

  	
   

  	
  38314

  	
   

  	
  14-Aug-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  975329

  	
   

  	
  2-Jul-97

  	
   

  	
  190858

  	
   

  	
  18-Jun-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Panama

  	
   

  	
  089875

  	
   

  	
  12-Sep-97

  	
   

  	
  089875

  	
   

  	
  28-Aug-99

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Peru

  	
   

  	
  056152

  	
   

  	
  30-Jan-98

  	
   

  	
  045442

  	
   

  	
  30-Apr-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  324794

  	
   

  	
  3-Jul-97

  	
   

  	
  324794

  	
   

  	
  2-Feb-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Turkey

  	
   

  	
  11991

  	
   

  	
  15-Aug-97

  	
   

  	
  187438

  	
   

  	
  15-Aug-97

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  Trinidad and Tobago

  	
   

  	
  27459

  	
   

  	
  9-Sep-97

  	
   

  	
  27459

  	
   

  	
  20-Aug-98

  	
   

  	
  Registered

  
	
  MIRALUMA (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  75/237528

  	
   

  	
  6-Feb-97

  	
   

  	
  2276361

  	
   

  	
  7-Sep-99

  	
   

  	
  Registered

  
	
  MISCELLANEOUS DESIGN
  (MEDICAL IMAGING LOGO) (Miscellaneous Design)

  	
   

  	
  Argentina

  	
   

  	
  2582023

  	
   

  	
  7-Apr-05

  	
   

  	
  2107504

  	
   

  	
  23-Aug-06

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  84456

  	
   

  	
  20-Aug-06

  	
   

  	
  93914

  	
   

  	
  23-Mar-09

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2510828

  	
   

  	
   

  	
   

  	
  1997972

  	
   

  	
  9-Nov-04

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM1415/88

  	
   

  	
  30-Mar-88

  	
   

  	
  121 071

  	
   

  	
  31-Aug-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  484320

  	
   

  	
  28-Mar-88

  	
   

  	
  A484320

  	
   

  	
  27-Nov-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Bosnia and Herzegovina

  	
   

  	
  BAZ058667A

  	
   

  	
  26-Apr-05

  	
   

  	
  BAZ058667A

  	
   

  	
  4-Nov-09

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  818278820

  	
   

  	
  29-Dec-94

  	
   

  	
  818278820

  	
   

  	
  12-Feb-97

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  62760

  	
   

  	
  5-Apr-88

  	
   

  	
  444513

  	
   

  	
  5-Apr-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  621320

  	
   

  	
  13-Dec-88

  	
   

  	
  441704

  	
   

  	
  14-Apr-95

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  2145

  	
   

  	
  28-Mar-88

  	
   

  	
  362123

  	
   

  	
  10-Aug-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  677.858

  	
   

  	
  7-Jan-94

  	
   

  	
  727.741

  	
   

  	
  16-Jun-05

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  95009559

  	
   

  	
  24-Jan-95

  	
   

  	
  904635

  	
   

  	
  28-Nov-96

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  008910

  	
   

  	
  7-Mar-94

  	
   

  	
  165863

  	
   

  	
  30-Jun-94

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  85662

  	
   

  	
  20-Sep-93

  	
   

  	
  85662

  	
   

  	
  21-Jan-94

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  56088

  	
   

  	
  27-Jan-89

  	
   

  	
  167547

  	
   

  	
  26-Jan-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  W57127

  	
   

  	
  22-Nov-88

  	
   

  	
  DD646376

  	
   

  	
  1-Feb-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  D44039/5WZ

  	
   

  	
  28-Nov-87

  	
   

  	
  1186914

  	
   

  	
  5-Feb-93

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA 1988/02332

  	
   

  	
  30-Mar-88

  	
   

  	
  VR 1990/01372

  	
   

  	
  2-Mar-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  1245600

  	
   

  	
  12-Apr-88

  	
   

  	
  1245600

  	
   

  	
  5-Jul-93

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  T198801399

  	
   

  	
  29-Mar-88

  	
   

  	
  107627

  	
   

  	
  21-May-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  France

  	
   

  	
  918206

  	
   

  	
  5-Apr-88

  	
   

  	
  1604283

  	
   

  	
  5-Apr-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  1340170

  	
   

  	
  31-Mar-88

  	
   

  	
  1340170

  	
   

  	
  31-Mar-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  88987

  	
   

  	
  5-May-88

  	
   

  	
  88987

  	
   

  	
  19-May-92

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300683622

  	
   

  	
  19-Jul-06

  	
   

  	
  300683622

  	
   

  	
  6-Feb-07

  	
   

  	
  Registered

  



 


14






 











 


	
  NEUROLITE (BLOCK)

  	
   

  	
  Croatia

  	
   

  	
  Z20050482A

  	
   

  	
  19-Apr-05

  	
   

  	
  Z20050482

  	
   

  	
  28-Feb-06

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M93 00814

  	
   

  	
  10-Nov-88

  	
   

  	
  128006

  	
   

  	
  22-Jun-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  87657

  	
   

  	
  7-Jun-93

  	
   

  	
  87657

  	
   

  	
  6-Apr-95

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  India

  	
   

  	
  679529

  	
   

  	
  8-Sep-95

  	
   

  	
  679529

  	
   

  	
  2-Jul-05

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  RM98C002191

  	
   

  	
  9-May-88

  	
   

  	
  521940

  	
   

  	
  6-Feb-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  40-2006-37106

  	
   

  	
  19-Apr-06

  	
   

  	
  40-0714201

  	
   

  	
  20-Jun-07

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Macedonia

  	
   

  	
  Z-2005/234

  	
   

  	
  15-Apr-05

  	
   

  	
  12757

  	
   

  	
  13-Mar-07

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  88.1416

  	
   

  	
  29-Mar-88

  	
   

  	
  137161

  	
   

  	
  22-Jun-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  New Zealand

  	
   

  	
  751574

  	
   

  	
  19-Jul-06

  	
   

  	
  751574

  	
   

  	
  25-Jan-07

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Panama

  	
   

  	
  074220

  	
   

  	
  27-Jan-95

  	
   

  	
  074220

  	
   

  	
  16-May-96

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-86738

  	
   

  	
  10-Nov-88

  	
   

  	
  64438

  	
   

  	
  29-Jun-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  354443

  	
   

  	
  19-Mar-01

  	
   

  	
  354443

  	
   

  	
  28-May-03

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Russian Federation

  	
   

  	
  110459

  	
   

  	
  11-Nov-88

  	
   

  	
  87404

  	
   

  	
  25-Dec-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  88-2869

  	
   

  	
  30-Mar-88

  	
   

  	
  242651

  	
   

  	
  27-Nov-92

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T06/14391F

  	
   

  	
  20-Jul-06

  	
   

  	
  T06/14391F

  	
   

  	
  20-Jul-06

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200570517

  	
   

  	
  15-Apr-05

  	
   

  	
  Z-200570517

  	
   

  	
  6-Feb-06

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  56088-89

  	
   

  	
  27-Jan-89

  	
   

  	
  167547

  	
   

  	
  26-Jan-90

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Thailand

  	
   

  	
  259750

  	
   

  	
  3-Feb-94

  	
   

  	
  TM22866

  	
   

  	
  30-Dec-94

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  Turkey

  	
   

  	
  5115

  	
   

  	
  25-Jan-89

  	
   

  	
  109937

  	
   

  	
  25-Jan-89

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  73/700614

  	
   

  	
  14-Dec-87

  	
   

  	
  1496535

  	
   

  	
  19-Jul-88

  	
   

  	
  Registered

  
	
  NEUROLITE (BLOCK)

  	
   

  	
  South Africa

  	
   

  	
  88/9680

  	
   

  	
  1-Nov-88

  	
   

  	
  88/9680

  	
   

  	
  3-Jul-91

  	
   

  	
  Registered

  
	
  NEUROLITE IN KATAKANA
  (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  36541/88

  	
   

  	
  1-Apr-88

  	
   

  	
  2286501

  	
   

  	
  30-Nov-90

  	
   

  	
  Registered

  
	
  ONSISTA (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53867/2005

  	
   

  	
  10-May-05

  	
   

  	
  534932

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  ONSISTA (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  004430377

  	
   

  	
  10-May-05

  	
   

  	
  004430377

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  ONSISTA (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1223/2005

  	
   

  	
  9-May-05

  	
   

  	
  543/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  ONSISTA (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504404

  	
   

  	
  11-May-05

  	
   

  	
  231177

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  OSPECTIV (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53930/2005

  	
   

  	
  11-May-05

  	
   

  	
  535351

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  OSPECTIV (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  004390225

  	
   

  	
  15-Apr-05

  	
   

  	
  004390225

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  OSPECTIV (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1215/2005

  	
   

  	
  9-May-05

  	
   

  	
  535/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  OSPECTIV (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504398

  	
   

  	
  11-May-05

  	
   

  	
  231162

  	
   

  	
  3-Mar-06

  	
   

  	
  Registered

  
	
  PRODICTRA (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  003736824

  	
   

  	
  30-Mar-04

  	
   

  	
  003736824

  	
   

  	
  16-Jun-05

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  AM 5796/93

  	
   

  	
  7-Dec-93

  	
   

  	
  151676

  	
   

  	
  17-Mar-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  617745

  	
   

  	
  6-Dec-93

  	
   

  	
  A617745

  	
   

  	
  1-May-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  817795405

  	
   

  	
  2-May-94

  	
   

  	
  817795405

  	
   

  	
  2-Jan-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  76438

  	
   

  	
  10-Dec-93

  	
   

  	
  546472

  	
   

  	
  3-Nov-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  12392/1993

  	
   

  	
  6-Dec-93

  	
   

  	
  417515

  	
   

  	
  3-Jul-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  261269

  	
   

  	
  10-Dec-93

  	
   

  	
  709206

  	
   

  	
  26-Oct-94

  	
   

  	
  Registered

  



 


15






 











 


	
  RECON-O-STAT (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  94012786

  	
   

  	
  16-Feb-94

  	
   

  	
  812541

  	
   

  	
  7-Feb-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  421571

  	
   

  	
  7-Dec-93

  	
   

  	
  159022

  	
   

  	
  17-May-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
   

  	
   

  	
  7-Jun-95

  	
   

  	
  94673

  	
   

  	
  8-Feb-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  85838-94

  	
   

  	
  14-Jan-94

  	
   

  	
  194151

  	
   

  	
  23-Oct-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  D53859/10Wz

  	
   

  	
  7-Dec-93

  	
   

  	
  2087751

  	
   

  	
  19-Dec-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA199307913

  	
   

  	
  8-Dec-93

  	
   

  	
  VR199407061

  	
   

  	
  21-Oct-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  89236

  	
   

  	
  6-Dec-93

  	
   

  	
  89236

  	
   

  	
  1-Jun-98

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  1795669

  	
   

  	
  22-Dec-93

  	
   

  	
  1795669

  	
   

  	
  3-May-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  5578/93

  	
   

  	
  9-Dec-93

  	
   

  	
  140423

  	
   

  	
  20-Oct-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  France

  	
   

  	
  94/501595

  	
   

  	
  14-Jan-94

  	
   

  	
  94/501595

  	
   

  	
  14-Jan-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  1558518

  	
   

  	
  6-Jan-94

  	
   

  	
  1558518

  	
   

  	
  9-Apr-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  117051

  	
   

  	
  9-Dec-93

  	
   

  	
  117051

  	
   

  	
  19-Feb-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  9400158

  	
   

  	
  5-Jan-94

  	
   

  	
  199507472

  	
   

  	
  5-Sep-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Croatia

  	
   

  	
  Z940368A

  	
   

  	
  15-Feb-94

  	
   

  	
  Z940368

  	
   

  	
  30-Jun-97

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M9306231

  	
   

  	
  22-Dec-93

  	
   

  	
  141414

  	
   

  	
  4-Dec-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  158517

  	
   

  	
  6-Dec-93

  	
   

  	
  158517

  	
   

  	
  17-Jul-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  90194

  	
   

  	
  6-Dec-93

  	
   

  	
  90194

  	
   

  	
  1-Apr-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  India

  	
   

  	
  613708

  	
   

  	
  10-Dec-93

  	
   

  	
  613708

  	
   

  	
  20-Dec-03

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  31012003TO

  	
   

  	
  20-Nov-03

  	
   

  	
  1058013

  	
   

  	
  27-Aug-07

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  123226

  	
   

  	
  8-Dec-93

  	
   

  	
  3270506

  	
   

  	
  12-Mar-97

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  93-44079

  	
   

  	
  8-Dec-93

  	
   

  	
  40-311673

  	
   

  	
  17-Apr-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  186323

  	
   

  	
  15-Dec-93

  	
   

  	
  462289

  	
   

  	
  1-Jun-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Malaysia

  	
   

  	
  94/01373

  	
   

  	
  22-Feb-94

  	
   

  	
  94001373

  	
   

  	
  22-Feb-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  936041

  	
   

  	
  8-Dec-93

  	
   

  	
  170445

  	
   

  	
  21-Dec-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  New Zealand

  	
   

  	
  232626

  	
   

  	
  6-Dec-93

  	
   

  	
  232626

  	
   

  	
  10-Jun-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  297942

  	
   

  	
  7-Feb-94

  	
   

  	
  297942

  	
   

  	
  15-May-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Russian Federation

  	
   

  	
  93054300

  	
   

  	
  9-Dec-93

  	
   

  	
  131021

  	
   

  	
  28-Aug-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  23232

  	
   

  	
  8-Dec-93

  	
   

  	
  325/19

  	
   

  	
  12-Nov-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  93-11699

  	
   

  	
  10-Dec-93

  	
   

  	
  260110

  	
   

  	
  5-Aug-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  S/100/94

  	
   

  	
  5-Jan-94

  	
   

  	
  T94/00100J

  	
   

  	
  5-Jan-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  93-1994

  	
   

  	
  19-Jan-94

  	
   

  	
  178156

  	
   

  	
  21-Oct-97

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Thailand

  	
   

  	
  257945

  	
   

  	
  27-Dec-93

  	
   

  	
  TM26034

  	
   

  	
  27-Dec-93

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Turkey

  	
   

  	
  959023

  	
   

  	
  23-Aug-95

  	
   

  	
  164624

  	
   

  	
  23-Aug-95

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Uruguay

  	
   

  	
  267760

  	
   

  	
  19-Jan-94

  	
   

  	
  367182

  	
   

  	
  14-Feb-96

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  Viet Nam

  	
   

  	
  N0064/94

  	
   

  	
  8-Jan-94

  	
   

  	
  14178

  	
   

  	
  11-Nov-94

  	
   

  	
  Registered

  
	
  RECON-O-STAT (BLOCK)

  	
   

  	
  South Africa

  	
   

  	
  93/11537

  	
   

  	
  6-Dec-93

  	
   

  	
  93/11537

  	
   

  	
  8-Mar-96

  	
   

  	
  Registered

  
	
  REFINIAN (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1058266

  	
   

  	
  1-Jun-05

  	
   

  	
  1058266

  	
   

  	
  5-Dec-05

  	
   

  	
  Registered

  



 


16






 











 


	
  REFINIAN (BLOCK)

  	
   

  	
  Puerto Rico

  	
   

  	
  65597

  	
   

  	
  29-Jun-05

  	
   

  	
  65597

  	
   

  	
  30-Mar-06

  	
   

  	
  Registered

  
	
  RELIALITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53873/2005

  	
   

  	
  10-May-05

  	
   

  	
  534938

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  RELIALITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430161

  	
   

  	
  10-May-05

  	
   

  	
  4430161

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  RELIALITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1228/2005

  	
   

  	
  9-May-05

  	
   

  	
  548/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  RELIALITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504407

  	
   

  	
  11-May-05

  	
   

  	
  231202

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  REVALUME (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53875/2005

  	
   

  	
  10-May-05

  	
   

  	
  534940

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  REVALUME (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4429701

  	
   

  	
  10-May-05

  	
   

  	
  4429701

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  REVALUME (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1231/2005

  	
   

  	
  9-May-05

  	
   

  	
  551/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  REVALUME (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504388

  	
   

  	
  11-May-05

  	
   

  	
  234138

  	
   

  	
  8-Aug-06

  	
   

  	
  Registered

  
	
  REVELUME (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53874/2005

  	
   

  	
  10-May-05

  	
   

  	
  534939

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  REVELUME (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430088

  	
   

  	
  10-May-05

  	
   

  	
  4430088

  	
   

  	
  25-Apr-06

  	
   

  	
  Registered

  
	
  REVELUME (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1230/2005

  	
   

  	
  9-May-05

  	
   

  	
  550/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  REVELUME (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504379

  	
   

  	
  11-May-05

  	
   

  	
  234137

  	
   

  	
  8-Aug-06

  	
   

  	
  Registered

  
	
  SIGNALITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53931/2005

  	
   

  	
  11-May-05

  	
   

  	
  535316

  	
   

  	
  4-Jul-05

  	
   

  	
  Registered

  
	
  SIGNALITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388708

  	
   

  	
  15-Apr-05

  	
   

  	
  4388708

  	
   

  	
  31-Mar-06

  	
   

  	
  Registered

  
	
  SIGNALITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1216/2005

  	
   

  	
  9-May-05

  	
   

  	
  536/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  SIGNALITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504399

  	
   

  	
  11-May-05

  	
   

  	
  231163

  	
   

  	
  3-Mar-06

  	
   

  	
  Registered

  
	
  SIGNILITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53932/2005

  	
   

  	
  11-May-05

  	
   

  	
  535352

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  SIGNILITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388691

  	
   

  	
  15-Apr-05

  	
   

  	
  4388691

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  SIGNILITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1217/2005

  	
   

  	
   

  	
   

  	
  537/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  SIGNILITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504400

  	
   

  	
  11-May-05

  	
   

  	
  231164

  	
   

  	
  3-Mar-06

  	
   

  	
  Registered

  
	
  SIGNYLITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53933/2005

  	
   

  	
  11-May-05

  	
   

  	
  535353

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  SIGNYLITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4388658

  	
   

  	
  15-Apr-05

  	
   

  	
  4388658

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  SIGNYLITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1218/2005

  	
   

  	
  9-May-05

  	
   

  	
  538/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  SIGNYLITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504370

  	
   

  	
  11-May-05

  	
   

  	
  231168

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  SPANSIFY (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53934/2005

  	
   

  	
  11-May-05

  	
   

  	
  535308

  	
   

  	
  4-Jul-05

  	
   

  	
  Registered

  
	
  SPANSIFY (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4390531

  	
   

  	
  15-Apr-05

  	
   

  	
  4390531

  	
   

  	
  22-Feb-06

  	
   

  	
  Registered

  
	
  SPANSIFY (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1219/2005

  	
   

  	
  9-May-05

  	
   

  	
  539/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  SPANSIFY (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504401

  	
   

  	
  11-May-05

  	
   

  	
  231171

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1054234

  	
   

  	
  6-May-05

  	
   

  	
  1054234

  	
   

  	
  19-Dec-05

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1256779

  	
   

  	
  6-May-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Allowed

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  30526985.2/05

  	
   

  	
  9-May-05

  	
   

  	
  30526985

  	
   

  	
  4-Nov-05

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  004390399

  	
   

  	
  15-Apr-05

  	
   

  	
  4390399

  	
   

  	
  22-May-06

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2650582

  	
   

  	
  9-May-05

  	
   

  	
  2650582

  	
   

  	
  27-Mar-06

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  France

  	
   

  	
  053357816

  	
   

  	
  9-May-05

  	
   

  	
  053357816

  	
   

  	
  9-May-05

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2391179

  	
   

  	
  6-May-05

  	
   

  	
  2391179

  	
   

  	
  21-Oct-05

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO2005C001417

  	
   

  	
  9-May-05

  	
   

  	
  1174403

  	
   

  	
  5-Mar-09

  	
   

  	
  Registered

  



 


17






 











 


	
  SPANTRIA (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2005-40340

  	
   

  	
  9-May-05

  	
   

  	
  4955745

  	
   

  	
  26-May-06

  	
   

  	
  Registered

  
	
  SPANTRIA (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  77/519175

  	
   

  	
  10-Jul-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Allowed

  
	
  SPOTLIGHT ON CONTRAST
  (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  78/698194

  	
   

  	
  23-Aug-05

  	
   

  	
  3129463

  	
   

  	
  15-Aug-06

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  1900473

  	
   

  	
  24-Nov-93

  	
   

  	
  1528255

  	
   

  	
  4-Feb-05

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  587230

  	
   

  	
  28-Sep-92

  	
   

  	
  587230

  	
   

  	
  14-Mar-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  817795391

  	
   

  	
  2-May-94

  	
   

  	
  817795391

  	
   

  	
  17-Sep-96

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  74332

  	
   

  	
  25-Sep-92

  	
   

  	
  523256

  	
   

  	
  1-Jun-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  714072

  	
   

  	
  2-Oct-92

  	
   

  	
  TMA424737

  	
   

  	
  4-Mar-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  6945

  	
   

  	
  24-Sep-92

  	
   

  	
  400733

  	
   

  	
  2-Jun-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  259642

  	
   

  	
  23-Nov-93

  	
   

  	
  777320

  	
   

  	
  13-Dec-96

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  95009562

  	
   

  	
  4-Feb-95

  	
   

  	
  902256

  	
   

  	
  21-Nov-96

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  361660

  	
   

  	
  10-Jun-92

  	
   

  	
  153287

  	
   

  	
  23-Feb-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  T2009/003630

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Costa Rica

  	
   

  	
  81821

  	
   

  	
  4-Aug-92

  	
   

  	
  81821

  	
   

  	
  7-Jan-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  D 51 613/1OWz

  	
   

  	
  24-Sep-92

  	
   

  	
  2045158

  	
   

  	
  17-Sep-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  6800353

  	
   

  	
  2-Apr-08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  1722388

  	
   

  	
  29-Sep-92

  	
   

  	
  1722388

  	
   

  	
  5-Jun-95

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  France

  	
   

  	
  92/438877

  	
   

  	
  26-Oct-92

  	
   

  	
  92438877

  	
   

  	
  26-Oct-92

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  1514608

  	
   

  	
  6-Oct-92

  	
   

  	
  1514608

  	
   

  	
  10-Jun-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  1562156

  	
   

  	
  11-Feb-94

  	
   

  	
  1562156

  	
   

  	
  29-Sep-95

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  9312365

  	
   

  	
  19-Nov-93

  	
   

  	
  199510394

  	
   

  	
  12-Dec-95

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  MI92C006662

  	
   

  	
  29-Sep-92

  	
   

  	
  997788

  	
   

  	
  7-Jun-95

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  92-18467

  	
   

  	
  6-Jul-92

  	
   

  	
  40-271979

  	
   

  	
  18-Aug-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  144915

  	
   

  	
  15-Jul-92

  	
   

  	
  467513

  	
   

  	
  25-Jul-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  New Zealand

  	
   

  	
  235960

  	
   

  	
  14-Apr-94

  	
   

  	
  235690

  	
   

  	
  17-Jul-97

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Panama

  	
   

  	
  68625

  	
   

  	
  24-Nov-93

  	
   

  	
  68625

  	
   

  	
  12-Apr-96

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Peru

  	
   

  	
  240816

  	
   

  	
  22-Apr-94

  	
   

  	
  008856

  	
   

  	
  2-Aug-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Philippines

  	
   

  	
  4-2003-003319

  	
   

  	
  10-Apr-03

  	
   

  	
  4-2003-003319

  	
   

  	
  12-Mar-07

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Puerto Rico

  	
   

  	
  31489

  	
   

  	
  13-Jul-92

  	
   

  	
  31489

  	
   

  	
  13-Jul-92

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Paraguay

  	
   

  	
  6642

  	
   

  	
  18-Apr-94

  	
   

  	
  276090

  	
   

  	
  30-Dec-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  23047

  	
   

  	
  21-Nov-93

  	
   

  	
  320/25

  	
   

  	
  19-Sep-94

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  92/08489

  	
   

  	
  25-Sep-92

  	
   

  	
  250937

  	
   

  	
  20-Aug-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  81-28809

  	
   

  	
  12-Jun-92

  	
   

  	
  592398

  	
   

  	
  1-Apr-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  74/254668

  	
   

  	
  12-Mar-92

  	
   

  	
  1812837

  	
   

  	
  21-Dec-93

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  Venezuela

  	
   

  	
  98/15198

  	
   

  	
  14-Aug-98

  	
   

  	
  18128P-213637

  	
   

  	
  6-Aug-99

  	
   

  	
  Registered

  
	
  TECHNELITE (BLOCK)

  	
   

  	
  South Africa

  	
   

  	
  93/10973

  	
   

  	
  19-Nov-93

  	
   

  	
  93/10973

  	
   

  	
  10-Nov-95

  	
   

  	
  Registered

  
	
  TECHNELITE (STYLIZED)
  (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  74/254537

  	
   

  	
  12-Mar-92

  	
   

  	
  1812836

  	
   

  	
  21-Dec-93

  	
   

  	
  Registered

  



 


18






 











 


	
  TRULIGHT

  	
   

  	
  Iceland

  	
   

  	
  1221/2005

  	
   

  	
  9-May-05

  	
   

  	
  541/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  TRULIGHT (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53865/2005

  	
   

  	
  10-May-05

  	
   

  	
  534930

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  TRULIGHT (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430401

  	
   

  	
  10-May-05

  	
   

  	
  4430401

  	
   

  	
  3-Apr-06

  	
   

  	
  Registered

  
	
  TRULIGHT (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504374

  	
   

  	
  11-May-05

  	
   

  	
  231308

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Austria

  	
   

  	
  6793/2005

  	
   

  	
  11-Oct-05

  	
   

  	
  229299

  	
   

  	
  10-Jan-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Australia

  	
   

  	
  1079050

  	
   

  	
  4-Oct-05

  	
   

  	
  1079050

  	
   

  	
  4-Oct-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Benelux

  	
   

  	
  1086687

  	
   

  	
  3-Oct-05

  	
   

  	
  784454

  	
   

  	
  3-Oct-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53866/2005

  	
   

  	
  10-May-05

  	
   

  	
  534931

  	
   

  	
  23-Jun-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  4932559

  	
   

  	
  8-Oct-05

  	
   

  	
  4932559

  	
   

  	
  21-Feb-09

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Cyprus, Republic of

  	
   

  	
  71785

  	
   

  	
  5-Oct-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  
	
  TRULITE (BLOCK)

  	
   

  	
  Czech Republic

  	
   

  	
  430239

  	
   

  	
  3-Oct-05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  TRULITE (BLOCK)

  	
   

  	
  Germany

  	
   

  	
  305587234

  	
   

  	
  4-Oct-05

  	
   

  	
  30558723

  	
   

  	
  12-Dec-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA0041682005

  	
   

  	
  3-Oct-05

  	
   

  	
  VR0048892005

  	
   

  	
  5-Dec-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Estonia

  	
   

  	
  M200501256

  	
   

  	
  3-Oct-05

  	
   

  	
  43141

  	
   

  	
  22-Sep-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4430435

  	
   

  	
  10-May-05

  	
   

  	
  4430435

  	
   

  	
  12-Apr-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Spain

  	
   

  	
  2672705M6

  	
   

  	
  4-Oct-05

  	
   

  	
  2672705M6

  	
   

  	
  30-May-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Finland

  	
   

  	
  200502574

  	
   

  	
  3-Oct-05

  	
   

  	
  236052

  	
   

  	
  31-May-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  France

  	
   

  	
  053383472

  	
   

  	
  3-Oct-05

  	
   

  	
  053383472

  	
   

  	
  10-Mar-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  United Kingdom

  	
   

  	
  2402992

  	
   

  	
  3-Oct-05

  	
   

  	
  2402992

  	
   

  	
  13-Oct-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Greece

  	
   

  	
  150993

  	
   

  	
  10-Oct-05

  	
   

  	
  150993

  	
   

  	
  19-Mar-07

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Hungary

  	
   

  	
  M0503232

  	
   

  	
  6-Oct-05

  	
   

  	
  187776

  	
   

  	
  11-Dec-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Ireland

  	
   

  	
  232688

  	
   

  	
  3-Oct-05

  	
   

  	
  232688

  	
   

  	
  3-May-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1222/2005

  	
   

  	
  9-May-05

  	
   

  	
  542/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Italy

  	
   

  	
  TO/2005/2839

  	
   

  	
  5-Oct-05

  	
   

  	
  1175185

  	
   

  	
  6-Mar-09

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Lithuania

  	
   

  	
  20051731

  	
   

  	
  3-Oct-05

  	
   

  	
  53450

  	
   

  	
  15-Dec-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Latvia

  	
   

  	
  M-05-1425

  	
   

  	
  30-Nov-05

  	
   

  	
  M57209

  	
   

  	
  20-Jan-07

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Malta

  	
   

  	
  44353

  	
   

  	
  5-Oct-05

  	
   

  	
  44353

  	
   

  	
  1-Feb-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504375

  	
   

  	
  11-May-05

  	
   

  	
  231310

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Poland

  	
   

  	
  Z-300786

  	
   

  	
  4-Oct-05

  	
   

  	
  191178

  	
   

  	
  25-Jun-07

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Portugal

  	
   

  	
  394583

  	
   

  	
  14-Oct-05

  	
   

  	
  394583

  	
   

  	
  11-Aug-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  2005/07334

  	
   

  	
  5-Oct-05

  	
   

  	
  378429

  	
   

  	
  3-Feb-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T05/19227A

  	
   

  	
  4-Oct-05

  	
   

  	
  T05/19227A

  	
   

  	
  5-Oct-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Slovenia

  	
   

  	
  Z-200571367

  	
   

  	
  3-Oct-05

  	
   

  	
  200571367

  	
   

  	
  24-Apr-06

  	
   

  	
  Registered

  
	
  TRULITE (BLOCK)

  	
   

  	
  Slovakia

  	
   

  	
  POZ-1821-2005

  	
   

  	
  3-Oct-05

  	
   

  	
  215215

  	
   

  	
  11-Sep-06

  	
   

  	
  Registered

  
	
  UDS  RADIOPHARMACY (Design plus character (s))

  	
   

  	
  Australia

  	
   

  	
  1171037

  	
   

  	
  10-Apr-07

  	
   

  	
  1171037

  	
   

  	
  19-Nov-07

  	
   

  	
  Registered

  



 






 











 


	
  VERILUME (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53923/2005

  	
   

  	
  11-May-05

  	
   

  	
  535346

  	
   

  	
  5-Jul-05

  	
   

  	
  Registered

  
	
  VERILUME (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4429643

  	
   

  	
  10-May-05

  	
   

  	
  4429643

  	
   

  	
  21-Mar-06

  	
   

  	
  Registered

  
	
  VERILUME (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1232/2005

  	
   

  	
  9-May-05

  	
   

  	
  552/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  VERILUME (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504380

  	
   

  	
  11-May-05

  	
   

  	
  231319

  	
   

  	
  9-Mar-06

  	
   

  	
  Registered

  
	
  VERLUMIFY (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  53832/2005

  	
   

  	
  9-May-05

  	
   

  	
  535030

  	
   

  	
  27-Jun-05

  	
   

  	
  Registered

  
	
  VERLUMIFY (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  4421566

  	
   

  	
  4-May-05

  	
   

  	
  4421566

  	
   

  	
  25-Apr-06

  	
   

  	
  Registered

  
	
  VERLUMIFY (BLOCK)

  	
   

  	
  Iceland

  	
   

  	
  1234/2005

  	
   

  	
  9-May-05

  	
   

  	
  554/2005

  	
   

  	
  6-Jun-05

  	
   

  	
  Registered

  
	
  VERLUMIFY (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  200504402

  	
   

  	
  11-May-05

  	
   

  	
  231174

  	
   

  	
  6-Mar-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  United Arab Emirates

  	
   

  	
  58057

  	
   

  	
  30-Dec-03

  	
   

  	
  49157

  	
   

  	
  31-Oct-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Argentina

  	
   

  	
  2593926

  	
   

  	
  31-May-05

  	
   

  	
  2115120

  	
   

  	
  20-Sep-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Bahrain

  	
   

  	
  40542

  	
   

  	
  19-Jan-04

  	
   

  	
  40542

  	
   

  	
  3-Aug-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Brazil

  	
   

  	
  826255191

  	
   

  	
  13-Feb-04

  	
   

  	
  826255191

  	
   

  	
  24-Jul-07

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Canada

  	
   

  	
  1020047

  	
   

  	
  22-Jun-99

  	
   

  	
  TMA564418

  	
   

  	
  8-Jul-02

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Switzerland

  	
   

  	
  5519/1999

  	
   

  	
  23-Jun-99

  	
   

  	
  467778

  	
   

  	
  16-Dec-99

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Chile

  	
   

  	
  625992

  	
   

  	
  28-Oct-03

  	
   

  	
  694542

  	
   

  	
  3-Jun-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  China (People’s Republic)

  	
   

  	
  3785698

  	
   

  	
  5-Nov-03

  	
   

  	
  3785698

  	
   

  	
  21-Mar-05

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Colombia

  	
   

  	
  T2003/095329

  	
   

  	
  27-Oct-03

  	
   

  	
  287837

  	
   

  	
  9-Sep-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Denmark

  	
   

  	
  VA199902669

  	
   

  	
  24-Jun-99

  	
   

  	
  VR200005203

  	
   

  	
  13-Nov-00

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Egypt

  	
   

  	
  163012

  	
   

  	
  5-Nov-03

  	
   

  	
  163012

  	
   

  	
  16-Mar-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  European Community

  	
   

  	
  001219989

  	
   

  	
  25-Jun-99

  	
   

  	
  001219989

  	
   

  	
  6-Nov-00

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Hong Kong

  	
   

  	
  300101087

  	
   

  	
  27-Oct-03

  	
   

  	
  300101087

  	
   

  	
  24-Mar-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Israel

  	
   

  	
  167545

  	
   

  	
  24-Oct-03

  	
   

  	
  167545

  	
   

  	
  4-Jan-05

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  India

  	
   

  	
  1252700

  	
   

  	
  2-Dec-03

  	
   

  	
  1252700

  	
   

  	
  3-Jan-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Jordan

  	
   

  	
  72918

  	
   

  	
  9-Dec-03

  	
   

  	
  72918

  	
   

  	
  16-Jun-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Japan

  	
   

  	
  2003-106340

  	
   

  	
  1-Dec-03

  	
   

  	
  4862136

  	
   

  	
  13-May-05

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Korea, Republic of

  	
   

  	
  40-2003-47515

  	
   

  	
  29-Oct-03

  	
   

  	
  40-607324

  	
   

  	
  28-Jan-05

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Kuwait

  	
   

  	
  61870

  	
   

  	
  30-Nov-03

  	
   

  	
  51228

  	
   

  	
  30-Nov-03

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Lebanon

  	
   

  	
  96380

  	
   

  	
  8-Jan-04

  	
   

  	
  96380

  	
   

  	
  8-Jan-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Mexico

  	
   

  	
  627456

  	
   

  	
  31-Oct-03

  	
   

  	
  833792

  	
   

  	
  28-May-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Malaysia

  	
   

  	
  2003-16495

  	
   

  	
  5-Dec-03

  	
   

  	
  03016495

  	
   

  	
  12-May-03

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Norway

  	
   

  	
  199906219

  	
   

  	
  25-Jun-99

  	
   

  	
  199801

  	
   

  	
  7-Oct-99

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Oman

  	
   

  	
  32097

  	
   

  	
  16-Dec-03

  	
   

  	
  32097

  	
   

  	
  10-Oct-05

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Philippines

  	
   

  	
  4-2003-010942

  	
   

  	
  28-Nov-03

  	
   

  	
  4-2003-010942

  	
   

  	
  18-Sep-06

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Pakistan

  	
   

  	
  190236

  	
   

  	
  4-Dec-03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Saudi Arabia

  	
   

  	
  86887

  	
   

  	
  27-Dec-03

  	
   

  	
  747/50

  	
   

  	
  20-Sep-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Sweden

  	
   

  	
  1999/04943

  	
   

  	
  1-Jul-99

  	
   

  	
  348244

  	
   

  	
  31-Aug-01

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Singapore

  	
   

  	
  T03/17389Z

  	
   

  	
  29-Oct-03

  	
   

  	
  T03/17389Z

  	
   

  	
  29-Oct-03

  	
   

  	
  Registered

  



 


20


















 


	
  VIALMIX (BLOCK)

  	
   

  	
  Thailand

  	
   

  	
  538010

  	
   

  	
  1-Dec-03

  	
   

  	
  KOR202756

  	
   

  	
  10-Sep-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Taiwan

  	
   

  	
  092062698

  	
   

  	
  27-Oct-03

  	
   

  	
  1111085

  	
   

  	
  16-Jul-04

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  United States of America

  	
   

  	
  78/100860

  	
   

  	
  4-Jan-02

  	
   

  	
  2628446

  	
   

  	
  1-Oct-02

  	
   

  	
  Registered

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Venezuela

  	
   

  	
  15476/2003

  	
   

  	
  27-Oct-03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Published

  
	
  VIALMIX (BLOCK)

  	
   

  	
  Viet Nam

  	
   

  	
  4-2003-11884

  	
   

  	
  26-Dec-03

  	
   

  	
  62987

  	
   

  	
  24-May-05

  	
   

  	
  Registered

  



 


21






 










 


Schedule 6.01(y)(i) Name; Jurisdiction of Organization;
Organizational ID Number;


Chief Place of Business; Chief Executive Office; Federal
Employer Identification Number


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief

  	
   

  	
   

  
	
   

  	
   

  	
  Jurisdiction of

  	
   

  	
  Organizational ID

  	
   

  	
  Executive

  	
   

  	
   

  
	
  Name

  	
   

  	
  Organization

  	
   

  	
  Number

  	
   

  	
  Office

  	
   

  	
  FEIN

  
	
  Lantheus
  MI Intermediate, Inc.

  	
   

  	
  Delaware

  	
   

  	
  4465403

  	
   

  	
  331 Treble Cove Road

  	
   

  	
  32-0225450

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  North Billerica,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MA 01862

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lantheus
  Medical Imaging, Inc.

  	
   

  	
  Delaware

  	
   

  	
  3098309

  	
   

  	
  331 Treble Cove Road

  	
   

  	
  51-0396366

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  North Billerica,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MA 01862

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lantheus
  MI Real Estate, LLC

  	
   

  	
  Delaware

  	
   

  	
  4469098

  	
   

  	
  331 Treble Cove Road

  	
   

  	
  61-1549164

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  North Billerica,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MA 01862

  	
   

  	
   

  



 

















 


Schedule 7.02(a)        Existing
Liens


 


None.


 

















 


Schedule 7.02(b)        Existing
Indebtedness


 


None.


 

















 


Schedule 7.02(c) – Permitted Dispositions


 


None.


 

















 


Schedule 7.02(e)        Existing
Investments


 


None.


 

















 


Schedule
7.02(k)        Limitations on Dividends
and Other Payment Restrictions


 


None.


 














 


EXHIBIT A


 


FORM OF
GUARANTY


 


GUARANTY, dated as of                                (this
“Guaranty”), made by
                               ,
a                     (the
“Guarantor”), in favor of each of the Lenders (as hereinafter
defined) and Harris N.A., as collateral agent for the Lenders (in such
capacity, together with any successors or assigns in such capacity, if any, the
“Collateral Agent”)  pursuant to the Credit Agreement referred to
below.


 


W I T N E S
S E T H:


 


WHEREAS, Lantheus MI Intermediate, Inc., a
Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc.,
a Delaware corporation (the “Borrower”), the “Guarantors”
from time to time party thereto, the lenders from time to time party thereto
(each a “Lender” and collectively, the “Lenders”), the
Collateral Agent, Bank of Montreal, as administrative agent for the Lenders (in
such capacity, together with its successors and assigns in such capacity, if
any, the “Administrative Agent” and together with the Collateral Agent,
each an “Agent” and collectively, the “Agents”), Bank of Montreal
and NATIXIS, as joint bookrunners, Bank of Montreal and NATIXIS, as joint lead
arrangers, NATIXIS, as syndication agent, and Jefferies Finance, LLC, as
documentation agent, dated as of May 10, 2010 (such agreement, as amended,
restated, supplemented, modified or otherwise changed from time to time,
including any replacement agreement therefor, being hereinafter referred to as
the “Credit Agreement”);


 


WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make revolving loans and other financial accommodations
(each a “Revolving Loan” and collectively, the “Revolving Loans”)
to the Borrower;


 


WHEREAS, the Borrower directly or indirectly own all
of the issued and outstanding shares of Capital Stock or other interests of the
Guarantor;


 


WHEREAS, pursuant to Section 7.01(b) of
the Credit Agreement, the Guarantor is required to execute and deliver to the
Collateral Agent a guaranty guaranteeing the Revolving Loans and all other
Obligations under the Credit Agreement;


 


WHEREAS, the Borrower, the Guarantor and the other
direct and indirect subsidiaries of the Parent are mutually dependent on each
other in the conduct of their respective businesses as an integrated operation,
with the credit needed from time to time by the Guarantor and such other
subsidiaries often being provided through financing obtained by the Borrower
and the ability of the Borrower to obtain such financing being dependent on the
successful operations of the Guarantor and such other subsidiaries; and


 


WHEREAS, the Guarantor has determined that its
execution, delivery and performance of this Guaranty directly benefit, and are
within the business purposes and in the best interests of, the Guarantor;


 

















 


NOW, THEREFORE, in consideration of the premises and
the agreements herein and in order to induce the Agents and the Lenders to
enter into the Credit Agreement and to make the Revolving Loans pursuant
thereto, the Guarantor hereby agrees with the Lenders and the Agents as
follows:


 


1.                                       Definitions. Reference is
hereby made to the Credit Agreement for a statement of the terms thereof. All
terms used in this Guaranty which are defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as set forth therein.


 


2.                                       Guaranty. The Guarantor
(together with the other Guarantors, if any, jointly and severally) hereby (i) irrevocably,
absolutely and unconditionally guarantees the prompt payment by the Borrower,
as and when due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), of all Obligations from time to
time owing in respect of the Credit Agreement or any other Loan Document,
whether for principal, interest (including, without limitation, all interest
that accrues after the commencement of any Insolvency Proceeding with respect
to the Borrower, whether or not a claim for post-filing interest is allowed in
such proceeding), Letter of Credit Obligations, fees, commissions, expense
reimbursements, indemnifications or otherwise, and whether accruing before or
subsequent to the commencement of any Insolvency Proceeding with respect to the
Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of
the U.S. Bankruptcy Code), and the due performance and observance by the
Borrower of their other obligations now or hereafter existing in respect of the
Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to
pay any and all expenses (including reasonable fees and expenses of one primary
counsel, except if there are conflicts of interest, and if necessary one local
counsel per jurisdiction) incurred by the Agents, the Lenders and the L/C
Issuer in enforcing any rights under this Guaranty. Without limiting the
generality of the foregoing, the Guarantor’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
the Borrower to the Agents, the Lenders and the L/C Issuer under any Loan
Document but for the fact that they are unenforceable or not allowable due to
the existence of an Insolvency Proceeding involving any Loan Party.
Notwithstanding the foregoing or any other provision of this Agreement to the
contrary, if the obligations of any Guarantor under this Section 2 would,
in any action or proceeding involving any state or provincial corporate law, or
any state, provincial, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally,
otherwise be held or determined to be subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States
Code or any comparable applicable provisions of a state, provincial or foreign
law on account of the amount of its liability under this Section 2, then
the amount of such liability shall, without further action by such Guarantor,
or any Loan Party or any other Person, be automatically limited and reduced to
the highest amount that is valid and enforceable as determined in such action
or proceeding.


 


2

















 


3.                                       Guaranty
Absolute; Continuing Guaranty; Assignments.


 


(a)                                  The Guarantor (together with
the other Guarantors, if any, jointly and severally) hereby guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
the Loan Documents, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Agents, the Lenders and the L/C Issuer with respect thereto. The Guarantor
agrees that its guarantee constitutes a guaranty of payment when due and not of
collection and waives, to the extent permitted by applicable law, any right to
require that any resort be made by the Agents or the Lenders to any Collateral.
The obligations of the Guarantor under this Guaranty are independent of the
obligations under the Credit Agreement and the other Loan Documents, and a
separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guaranty, irrespective of whether any action is brought against
any other Loan Party or whether any other Loan Party is joined in any such
action or actions. The liability of the Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and the Guarantor
hereby irrevocably waives, to the extent permitted by applicable law, any
defenses it may now or hereafter have in any way relating to, any or all of the
following:


 


(i)                                          any lack of
validity or enforceability of any Loan Document or any agreement, instrument or
document relating thereto;


 


(ii)                                       any change in
the time, manner or place of payment of, or in any other term in respect of,
all or any of the Guaranteed Obligations, or any other amendment or waiver of
or any consent to departure from any Loan Document, including, without
limitation, any increase in the Guaranteed Obligations resulting from the
extension of additional credit to any Loan Party or otherwise;


 


(iii)                                    any taking,
exchange, release or non-perfection of any Collateral, or any taking, release
or amendment or waiver of or consent to departure from any other Loan Document
or other guaranty, for all or any of the Guaranteed Obligations;


 


(iv)                                   the existence
of any claim, set-off, defense or other right that the Guarantor may have at
any time against any Person, including, without limitation, any Agent, any
Lender or the L/C Issuer;


 


(v)                                      any change,
restructuring or termination of the corporate, limited liability company or
partnership structure or existence of any Loan Party; or


 


(vi)                                   any other
circumstance (including, without limitation, any statute of limitations) or any
existence of or reliance on any representation by the Agents, the Lenders and
the L/C Issuer that might otherwise constitute a defense available to, or a discharge
of, any Loan Party or any other guarantor or surety.


 


3

















 


This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by the Agents, the Lenders and the L/C
Issuer or any other Person upon the insolvency, bankruptcy or reorganization of
any Loan Party or otherwise, all as though such payment had not been made.


 


(b)                                 This Guaranty is a
continuing guaranty and shall (i) remain in full force and effect until
the later of (x) the cash payment in full of the Guaranteed Obligations
(other than indemnification obligations as to which no claim has been made) and
all other amounts payable under this Guaranty, (y) the termination or Cash
Collateralization of all Letters of Credit and the termination of all Revolving
Credit Commitments, and (z) the Final Maturity Date, (ii) be binding
upon the Guarantor, its successors and assigns and (iii) inure to the
benefit of and be enforceable by the Agents, the Lenders and the L/C Issuer and
their successors, pledgees, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), any Lender may pledge, assign or
otherwise transfer all or any portion of its rights and obligations under any
Loan Document (including, without limitation, all or any portion of its
Revolving Credit Commitments, its Revolving Loans and the Letter of Credit
Obligations owing to it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
such Lender herein or otherwise, in each case as provided in the Credit
Agreement.


 


4.                                       Waivers. The Guarantor
hereby waives, to the extent permitted by applicable law, (i) promptness
and diligence; (ii) notice of acceptance and any other notice with respect
to any of the Guaranteed Obligations and this Guaranty and any requirement that
the Agents, the Lenders or the L/C Issuer exhaust any right or take any action
against any Loan Party or any other Person or any Collateral; (iii) any
right to compel or direct any Agent, Lender or the L/C Issuer to seek payment
or recovery of any amounts owed under this Guaranty from any one particular
fund or source or to exhaust any right or take any action against any other
Loan Party, any other Person or any Collateral; (iv) any requirement that
any Agent, any Lender or the L/C Issuer protect, secure, perfect or insure any
security interest or Lien on any property subject thereto or exhaust any right
or take any action against the Borrower, any other Loan Party or any other
Person or any Collateral; and (v) any other defense available to the
Guarantor. The Guarantor agrees that the Agents, the Lenders and the L/C Issuer
shall have no obligation to marshal any assets in favor of the Guarantor or
against, or in payment of, any or all of the Obligations. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and in the Credit Agreement and that
the waiver set forth in this Section 4 is knowingly made in contemplation
of such benefits. The Guarantor hereby waives, to the extent permitted by
applicable law, any right to revoke this Guaranty, and acknowledges that this
Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.


 


(a)                                  Subrogation. The Guarantor
will not exercise any rights that it may now or hereafter acquire against any
Loan Party or any other guarantor that arise from the existence, payment,
performance or enforcement of the Guarantor’s obligations under this Guaranty,
including, without limitation, any right of subrogation, reimbursement,


 


4

















 


exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agents, the Lenders and the L/C
Issuer against any Loan Party or any other guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
any Loan Party or any other guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security solely on
account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations (other than indemnification obligations as to which no claim has
been made) and all other amounts payable under this Guaranty shall have been
paid in full in cash, (y) the termination or Cash Collateralization of all
Letters of Credit and the termination of all Revolving Credit Commitments, and
(z) the Final Maturity Date shall have occurred. If any amount shall be
paid to any Guarantor in violation of the immediately preceding sentence at any
time prior to the later of the payment in full in cash of all of the Guaranteed
Obligations (other than indemnification obligations as to which no claim has
been made) and all other amounts payable under this Guaranty shall have been
paid in full in cash, the termination of all Letters of Credit and all
Revolving Credit Commitments, and the occurrence of the Final Maturity Date,
such amount shall be held in trust for the benefit of the Agents, the Lenders and
the L/C Issuer and shall forthwith be paid to the Agents, the Lenders and the
L/C Issuer to be credited and applied to the Guaranteed Obligations and all
other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of this Guaranty and the Credit Agreement, or to be
held as Collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising. If (i) any Guarantor shall make
payment to the Agents, the Lenders and the L/C Issuer of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall be paid in full in cash, (iii) all
Letters of Credit and all Revolving Credit Commitments shall have terminated
and (iv) the Final Maturity Date shall have occurred, the Agents, the
Lenders and the L/C Issuer will, at such Guarantor’s request and expense,
execute and deliver to such Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment by such Guarantor.


 


5.                                       Representations,
Warranties and Covenants. The Guarantor hereby represents and warrants
to the Agents and the Lenders as follows:


 


(a)                                  The Guarantor (i) is a
[corporation] [limited partnership] [limited liability company], duly
organized, validly existing and in good standing under the laws of the state or
other jurisdiction of its organization, (ii) has all requisite power and
authority to conduct its business as now conducted and as presently
contemplated and to execute and deliver this Guaranty and each other Loan
Document to which the Guarantor is a party, and to consummate the transactions
contemplated hereby and thereby and (iii) is duly qualified to do business
and is in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business
makes such qualification necessary and where the failure to be so qualified
could reasonably be expected to have a Material Adverse Effect.


 


5

















 


(b)                                 The execution,
delivery and performance by the Guarantor of this Guaranty and each other Loan
Document to which the Guarantor is or will be a party (i) have been duly
authorized by all necessary action, (ii) do not and will not contravene
(A) any of its Governing Documents, (B) any applicable Law or (C) any
Contractual Obligation binding on or otherwise affecting it or any of its
properties, (iii) do not and will not result in or require the creation of
any Lien (other than pursuant to any Loan Document) upon or with respect to any
of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties, except in the case of clauses (ii)(B),
(ii)(C) and (iv) to the extent such could not reasonably be expected,
either individually or in the aggregate, to have a Material Adverse Effect.


 


(c)                                  No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required in connection with the due execution,
delivery and performance by the Guarantor of this Guaranty or any of the other
Loan Documents to which the Guarantor is or will be a party except for (i) consents,
authorizations, notices and filings which have been obtained or made and are in
full force and effect, (ii) filings to perfect the Liens created by the
Loan Documents and (iii) consents, authorizations, filings, notices or
other acts the failure to make or obtain could not reasonably be expected to,
either individually or in the aggregate, be adverse in any material respect to
the rights or interest of the Agents, the Lenders or the L/C Issuer.


 


(d)                                 Each of this
Guaranty and the other Loan Documents to which the Guarantor is or will be a
party, when delivered, will be, a legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws or principles of equity.


 


(e)                                  Except as set
forth on Schedule 5(e) hereto, (i) there is no pending or, to the
best knowledge of any Loan Party, threatened action, suit or proceeding
affecting the Guarantor before any court or other Governmental Authority or any
arbitrator that (x) could reasonably be expected to have a Material
Adverse Effect or (y) relates to this Guaranty or any of the other Loan
Documents to which the Guarantor is a party or any transaction contemplated
hereby or thereby and (ii) as of the date hereof, the Guarantor does not
hold any commercial tort claims in respect of which a claim has been filed in a
court of law or a written notice by an attorney has been given to a potential
defendant.


 


(f)                                    The Guarantor
(i) has read and understands the terms and conditions of the Credit
Agreement and the other Loan Documents, and (ii) now has and will continue
to have independent means of obtaining information concerning the affairs,
financial condition and business of the Borrower and the other Loan Parties,
and has no need of, or right to obtain from any Agent, any Lender or the L/C
Issuer, any credit or other information concerning the affairs, financial
condition or business of the Borrower or the other Loan Parties that may come
under the control of any Agent or any Lender.


 


6

















 


(g)                                 The Guarantor acknowledges
and agrees that by its execution and delivery of this Guaranty (i) it
shall be bound, as a Guarantor, by all the provisions of the Credit Agreement
and the other Loan Documents and shall comply with and be subject to all of the
terms, conditions, covenants, agreements and obligations set forth therein and
applicable to the Guarantors (including, without limitation, each of the
covenants that are set forth in Section 7.01 and Section 7.02 of the
Credit Agreement) and (ii) from and after the date hereof, each reference
to a “Guarantor”, the “Guarantors”, a “Loan Party” or the “Loan Parties” in the
Credit Agreement and each other Loan Document shall include the Guarantor. The
Guarantor further acknowledges and agrees that it has received a copy of the
Credit Agreement and each other Loan Document and that it has read and
understands the terms thereof.


 


6.                                       Right of
Set-off. Upon the occurrence and during the continuance of any Event of
Default, any Agent, any Lender and the L/C Issuer may, and are hereby
authorized to, at any time and from time to time, without notice to the
Guarantor (any such notice being expressly waived by the Guarantor) and to the
fullest extent permitted by law, set-off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other Indebtedness at any time owing by such Agent, such Lender or the L/C
Issuer to or for the credit or the account of the Guarantor against any and all
obligations of the Guarantor now or hereafter existing under this Guaranty or
any other Loan Document, irrespective of whether or not such Agent, such Lender
or the L/C Issuer shall have made any demand under this Guaranty or any other
Loan Document and although such obligations may be contingent or unmatured.
Each of the Agents, the Lenders and the L/C Issuer agrees to notify the
Guarantor promptly after any such set-off and application made by such Agent,
Lender or L/C Issuer, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
the Agents, the Lenders and the L/C Issuer under this Section 7 are in
addition to other rights and remedies (including, other rights of set-off)
which the Agents, the Lenders and the L/C Issuer may have under this Guaranty
or any other Loan Document in law or otherwise.


 


7.                                       Notices, Etc. All notices
and other communications provided for hereunder shall be in writing and shall be
mailed (by certified mail, postage prepaid and return receipt requested),
telecopied or delivered, if to the Guarantor, to it at its address set forth on
the signature page hereto, or if to the Collateral Agent, to it at its
address set forth in the Credit Agreement; or as to either such Person at such
other address as shall be designated by such Person in a written notice to such
other Person complying as to delivery with the terms of this Section 8.
All such notices and other communications shall be effective (i) if
mailed, when received or three days after deposited in the mail, whichever
occurs first, (ii) if telecopied, when transmitted and confirmation is
received, or (iii) if delivered, upon delivery.


 


8.                                       CONSENT TO
JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW


 


7

















 


YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR
HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE GUARANTOR HEREBY
IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS
AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, CARE OF THE
BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN THE CREDIT AGREEMENT AND TO
THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME
EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. THE GUARANTOR AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE
LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY
OTHER JURISDICTION. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS.


 


9.                                       WAIVER OF JURY
TRIAL, ETC. THE GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS
GUARANTY OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER LOAN
DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE GUARANTOR CERTIFIES THAT NO
OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR


 


8

















 


OTHERWISE, THAT ANY AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS.
THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS GUARANTY.


 


10.                                 Taxes. The Guarantor
agrees that any payments made by the Guarantor in accordance with the terms of
this Agreement shall be made as if such payments have been made subject to and
with the same protections afforded to the Agents and the Lenders as are set
forth in Section 2.08 of the Credit Agreement.


 


11.                                 Miscellaneous.


 


(a)                                  The Guarantor
will make each payment hereunder in lawful money of the United States of
America and in immediately available funds to the Collateral Agent, for the benefit
of the Lenders, at such address specified by the Collateral Agent from time to
time by notice to the Guarantor.


 


(b)                                 No amendment of
any provision of this Guaranty shall be effective unless it is in writing and
signed by the Guarantor and the Collateral Agent, and no waiver of any
provision of this Guaranty, and no consent to any departure by the Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Guarantor and the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


(c)                                  No failure on
the part of any Agent , any Lender or the L/C Issuer to exercise, and no delay
in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder or under any other Loan Document preclude any other or further
exercise thereof or the exercise of any other right. The rights and remedies of
the Agents, the Lenders and the L/C Issuer provided herein and in the other
Loan Documents are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law. The rights of the Agents, the Lenders and
the L/C Issuer under any Loan Document against any party thereto are not
conditional or contingent on any attempt by the Agents and the Lenders to
exercise any of their rights under any other Loan Document against such party
or against any other Person.


 


(d)                                 Any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


(e)                                  This Guaranty
shall (i) be binding on the Guarantor and its successors and assigns, and
(ii) inure, together with all rights and remedies of the Agents and the
Lenders hereunder, to the benefit of the Agents, the Lenders and the L/C Issuer
and their respective successors, transferees and assigns. Without limiting the
generality of clause (ii)


 


9

















 


of the immediately preceding sentence, to the extent permitted by
Section 12.07 of the Credit Agreement, any Lender may assign or otherwise
transfer its rights under the Credit Agreement or any other Loan Document to
any other Person, and such other Person shall thereupon become vested with all
of the benefits in respect thereof granted to the Lenders herein or otherwise.
The Guarantor agrees that each participant shall be entitled to the benefits of
Sections 7 and 11 with respect to its participation in any portion of the
Revolving Loans as if it was a Lender. None of the rights or obligations of the
Guarantor hereunder may be assigned or otherwise transferred without the prior
written consent of the Collateral Agent.


 


(f)                                    This Guaranty
and the other Loan Documents reflect the entire understanding of the
transactions contemplated hereby and thereby and shall not be contradicted or
qualified by any other agreement, oral or written, before the date hereof.


 


(g)                                 Section headings
herein are included for convenience of reference only and shall not constitute
a part of this Guaranty for any other purpose.


 


(h)                                 This Guaranty
and the other Loan Documents (unless expressly provided to the contrary in
another Loan Document in respect of such other Loan Document) shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts made and to be performed in the State of New York.


 


10














 


IN WITNESS WHEREOF, the Guarantor has caused this
Guaranty to be executed by an officer thereunto duly authorized, as of the date
first above written.


 


 


	
   

  	
  [NAME OF GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


Signature Page to Form of Guaranty


 

















 


SCHEDULE 5(E)


 


[Insert.]


 

















 


EXHIBIT B


 


FORM OF PLEDGE AND SECURITY AGREEMENT


 


PLEDGE AND SECURITY
AGREEMENT, dated as of May 10, 2010, made by each of the Grantors listed
on the signature pages hereto (together with each other person that executes
a supplement hereto and becomes an “Additional Grantor” hereunder, each
a “Grantor” and collectively, jointly and severally, the “Grantors”),
in favor of Harris N.A., in its capacity as collateral agent for the Secured
Parties referred to below (in such capacity, together with its successors and
assigns in such capacity, if any, the “Collateral Agent”).


 


W I T N E S S E T H:


 


WHEREAS, Lantheus MI
Intermediate, Inc., a Delaware corporation (the “Parent”), Lantheus
Medical Imaging, Inc., a Delaware corporation (the “Borrower”), the “Guarantors”
from time to time party thereto, the lenders from time to time party thereto
(each a “Lender” and collectively, the “Lenders”), the Collateral
Agent, Bank of Montreal, as administrative agent for the Lenders (in such
capacity, together with its successors and assigns in such capacity, if any,
the “Administrative Agent” and together with the Collateral Agent, each
an “Agent” and collectively, the “Agents”), Bank of Montreal and
NATIXIS, as joint bookrunners, Bank of Montreal and NATIXIS, as joint lead
arrangers, NATIXIS, as syndication agent, and Jefferies Finance, LLC, as
documentation agent, dated as of May 10, 2010 (such agreement, as amended,
restated, supplemented, modified or otherwise changed from time to time, including
any replacement agreement therefor, being hereinafter referred to as the “Credit
Agreement”);


 


WHEREAS, pursuant to the
Credit Agreement, the Lenders have agreed to make revolving loans, which
revolving loans will include a subfacility for the issuance of letters of
credit (each a “Revolving Loan” and collectively, the “Revolving
Loans”), to the Borrower;


 


WHEREAS, it is a condition
precedent to the Lenders making any Revolving Loan and providing any other
financial accommodation to the Borrower pursuant to the Credit Agreement that
each Grantor shall have executed and delivered to the Collateral Agent a pledge
and security agreement to the Collateral Agent, for the benefit of the Secured
Parties, providing for, among other things, the grant to the Collateral Agent,
for the benefit of the Secured Parties, of (a) a security interest in and
Lien on the outstanding shares of Capital Stock (as defined in the Credit
Agreement) and indebtedness from time to time owned by such Grantor of each
Person now or hereafter existing and in which such Grantor has any interest at
any time (subject to any express limitations set forth in Section 2), and
(b) a security interest in all other personal property and fixtures of
such Grantor (subject to any express limitations set forth in Section 2);


 


WHEREAS, the Grantors are
mutually dependent on each other in the conduct of their respective businesses
as an integrated operation, with credit needed from time to time


 

















 


by each Grantor often being
provided through financing obtained by the other Grantors and the ability to
obtain such financing being dependent on the successful operations of all of
the Grantors as a whole; and


 


WHEREAS, each Grantor has
determined that the execution, delivery and performance of this Agreement
directly benefit, and are in the best interest of, such Grantor;


 


NOW, THEREFORE, in
consideration of the premises and the agreements herein and in order to induce
the Collateral Agent and the Lenders to make and maintain the Revolving Loans
and to assist in providing Letters of Credit and other financial accommodations
to the Borrower pursuant to the Credit Agreement, the Grantors hereby jointly
and severally agree with the Collateral Agent, for the benefit of the Secured
Parties, as follows:


 


1.                                       Definitions.


 


(a)                                  Reference is
hereby made to the Credit Agreement for a statement of the terms thereof. All
capitalized terms used in this Agreement and the recitals hereto which are
defined in the Credit Agreement or in Article 8 or 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York (the “Code”)
and which are not otherwise defined herein shall have the same meanings herein
as set forth therein; provided that terms used herein which are defined
in the Code as in effect in the State of New York on the date hereof shall
continue to have the same meaning notwithstanding any replacement or amendment
of such statute except as the Collateral Agent may otherwise determine.


 


(b)                                 The following
terms shall have the respective meanings provided for in the Code: “Accounts”,
“Account Debtor”, “Cash Proceeds”, “Certificate of Title”, “Chattel Paper”,
“Commercial Tort Claim”, “Commodity Account”, “Commodity Contracts”, “Deposit
Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”, “Fixtures”,
“General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment
Property”, “Letter-of-Credit Rights”, “Noncash Proceeds”, “Payment
Intangibles”, “Proceeds”, “Promissory Notes”, “Record”, “Securities Account”,
“Software”, “Supporting Obligations” and “Tangible Chattel Paper”.


 


(c)                                  As used in this
Agreement, the following terms shall have the respective meanings indicated
below, such meanings to be applicable equally to both the singular and plural
forms of such terms:


 


“Additional Collateral”
has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Certificated Entities”
has the meaning specified therefor in Section 5(m) hereof.


 


2

















 


“Copyright Licenses”
means all licenses, contracts or other agreements, whether written or oral,
naming any Grantor as licensee or licensor and providing for the grant of any
right to use or sell any works covered by any Copyright.


 


“Existing Issuer” has
the meaning specified therefor in the definition of the term “Pledged Shares”.


 


“Foreign Subsidiary”
has the meaning specified therefor in Section 2 hereof.


 


“Intellectual Property”
means all rights in all U.S and non-U.S. (i) published and unpublished
works of authorship (including, without limitation, computer software),
copyrights therein and thereto, and registrations and applications therefor,
and all renewals, extensions, restorations and reversions thereof, including,
without limitation, all copyright registrations and applications listed in
Schedule II hereto (collectively, “Copyrights”); (ii) inventions,
discoveries and all patents, registrations, and applications therefor,
including, without limitation, divisions, continuations, continuations-in-part
and renewal applications, and all renewals, extensions and reissues, including,
without limitation, all patents and patent applications listed in Schedule II
hereto (collectively, “Patents”); (iii) trademarks, service marks,
brand names, certification marks, collective marks, d/b/a’s, Internet
domain names, logos, symbols, trade dress, assumed names, fictitious names,
trade names, and other indicia of origin, all applications and registrations
for all of the foregoing, and all goodwill associated therewith and symbolized
thereby, and all extensions, modifications and renewals of same, including,
without limitation, all trademark registrations and applications listed in
Schedule II hereto (collectively, “Trademarks”); (iv) confidential
and proprietary information, trade secrets and know-how, including, without
limitation, processes, schematics, databases, formulae, drawings, prototypes,
models, designs and customer lists (collectively, “Trade Secrets”); and
(v) all other intellectual property or proprietary rights and claims or
causes of action arising out of or related to any infringement,
misappropriation or other violation of any of the foregoing, including, without
limitation, rights to recover for past, present and future violations thereof
(collectively, “Other Proprietary Rights”).


 


“Licenses” means the
Copyright Licenses, the Patent Licenses and the Trademark Licenses.


 


“Material Intellectual
Property” means Intellectual Property owned by or licensed to a Grantor and
material to the conduct of any Grantor’s business.


 


“Patent Licenses”
means all licenses, contracts or other agreements, whether written or oral,
naming any Grantor as licensee or licensor and providing for the grant of any
right to manufacture, use or sell any invention covered by any Patent.


 


“Pledged Debt” means
the indebtedness described in Schedule VI hereto and all indebtedness from time
to time owned or acquired by a Grantor, the promissory notes and other
Instruments evidencing any or all of such indebtedness, and all interest, cash, Instruments, Investment
Property, financial assets, securities, Capital Stock, other equity interests,
stock options and commodity contracts, notes, debentures, bonds, promissory
notes


 


3

















 


or other evidences of
indebtedness and all other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness.


 


“Pledged Interests”
means, collectively, (a) the Pledged Debt, (b) the Pledged Shares and
(c) all security entitlements in any and all of the foregoing.


 


“Pledged Issuer” has
the meaning specified therefor in the definition of the term “Pledged Shares”.


 


“Pledged Shares”
means (a) the shares of Capital Stock described in Schedule VII hereto,
whether or not evidenced or represented by any stock certificate, certificated
security or other Instrument, issued by the Persons described in such Schedule
VII (the “Existing Issuers”), (b) the shares of Capital Stock at
any time and from time to time acquired by a Grantor of any and all Persons now
or hereafter existing (such Persons, together with the Existing Issuers, being
hereinafter referred to collectively as the “Pledged Issuers” and each
individually as a “Pledged Issuer”), whether or not evidenced or
represented by any stock certificate, certificated security or other
Instrument, subject, however, to the limitations set forth in Section 2
and (c) the certificates representing such shares of Capital Stock, all
options and other rights, contractual or otherwise, in respect thereof and all
dividends, distributions, cash, Instruments, Investment Property,
financial assets, securities, Capital Stock, other equity interests, stock
options and commodity contracts, notes, debentures, bonds, promissory notes or
other evidences of indebtedness and all other property (including, without
limitation, any stock dividend and any distribution in connection with a stock
split) from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Capital Stock.


 


“Secured Parties”
means, collectively, the Agents and the Lenders.


 


“Secured Obligations”
has the meaning specified therefor in Section 3 hereof.


 


“Trademark Licenses”
means all licenses, contracts or other agreements, whether written or oral,
naming any Grantor as licensor or licensee and providing for the grant of any
right concerning any Trademark, together with any goodwill connected with and
symbolized by any such trademark licenses, contracts or agreements.


 


2.                                       Grant of
Security Interest.  As
collateral security for the payment, performance and observance of all of the
Secured Obligations, each Grantor hereby pledges and assigns to the Collateral
Agent (and its agents and designees), and grants to the Collateral Agent (and
its agents and designees), for the benefit of the Secured Parties, a continuing
security interest in, all personal property and Fixtures of such Grantor,
wherever located and whether now or hereafter existing and whether now owned or
hereafter acquired, of every kind and description, tangible or intangible,
including, without limitation, the following (all being collectively referred
to herein as the “Collateral”):


 


(a)                                  all Accounts;


 


4

















 


(b)                                 all Chattel
Paper (whether tangible or electronic);


 


(c)                                  the Commercial
Tort Claims specified on Schedule V;


 


(d)                                 all Deposit
Accounts, all cash, and all other property from time to time deposited therein
or otherwise credited thereto and the monies and property in the possession or
under the control of any Agent or any Lender or any affiliate, representative,
agent or correspondent of any Agent or any Lender;


 


(e)                                  all Documents;


 


(f)                                    all General
Intangibles (including, without limitation, all Payment Intangibles, Intellectual
Property and Licenses);


 


(g)                                 all Goods,
including, without limitation, all Equipment, Fixtures and Inventory;


 


(h)                                 all Instruments
(including, without limitation, Promissory Notes); 


 


(i)                                     all Investment
Property; 


 


(j)                                     all
Letter-of-Credit Rights; 


 


(k)                                  all Pledged
Interests; 


 


(l)                                     all Supporting
Obligations; 


 


(m)                               all other
tangible and intangible personal property of such Grantor (whether or not
subject to the Code), including, without limitation, all bank and other
accounts and all cash and all investments therein, all proceeds, products,
offspring, accessions, rents, profits, income, benefits, substitutions and
replacements of and to any of the property of such Grantor described in the
preceding clauses of this Section 2 (including, without limitation, any
proceeds of insurance thereon and all causes of action, claims and warranties
now or hereafter held by such Grantor in respect of any of the items listed
above), and all books, correspondence, files and other Records, including,
without limitation, all tapes, disks, cards, Software, data and computer
programs in the possession or under the control of such Grantor or any other
Person from time to time acting for such Grantor that at any time evidence or
contain information relating to any of the property described in the preceding
clauses of this Section 2 or are otherwise necessary or helpful in the
collection or realization thereof; and


 


(n)                                 all Proceeds,
including all Cash Proceeds and Noncash Proceeds, and products of any and all
of the foregoing Collateral;


 


in each case howsoever such
Grantor’s interest therein may arise or appear (whether by ownership, security
interest, claim or otherwise).


 


5

















 


Notwithstanding anything
herein to the contrary, the term “Collateral” shall not include, and no Grantor
is pledging, nor granting a security interest hereunder in:


 


(i)                                     any of such
Grantor’s right, title or interest in any license, contract or agreement to
which such Grantor is a party or any of its right, title or interest thereunder
to the extent, but only to the extent, that such a grant would, under the
express terms of such license, contract or agreement result in a breach of the
terms of, or constitute a default under, such license, contract or agreement
(other than to the extent that any such term (A) has been waived or (B) would
be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or
other applicable provisions of the Uniform Commercial Code of any relevant
jurisdiction or any other applicable law (including the Bankruptcy Code) or
principles of equity); provided, that (x) immediately upon the
ineffectiveness, lapse, termination or waiver of any such provision, the
Collateral shall include, and such Grantor shall be deemed to have granted a
security interest in, all such right, title and interest as if such provision
had never been in effect, and (y) the foregoing exclusion shall in no way
be construed so as to limit, impair or otherwise affect the Collateral Agent’s
unconditional continuing security interest in and liens upon any rights or
interests of a Grantor in or to the proceeds of, or any monies due or to become
due under, any such license, contract or agreement,


 


(ii)                                  any
intent-to-use United States trademark applications (A) for which an
amendment to allege use or statement of use has not been filed under 15 U.S.C.
§ 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been
deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted,
respectively, by the United States Patent and Trademark Office, provided
that, upon such filing and acceptance, such intent-to-use applications shall be
included in the definition of Collateral, or (B) to the extent that and
for so long as such a grant would result in the abandonment, invalidation or unenforceability
of such intent-to-use United States trademark applications under applicable
law, provided, that (x) immediately upon such time that the grant
of a security interest in such intent-to-use United States trademark
applications would no longer result in the abandonment, invalidation or
unenforceability of such intent-to-use United States trademark applications
under applicable law, the Collateral shall include, and such Grantor shall be
deemed to have granted a security interest in, all such intent-to-use United
States trademark applications as if such applicable law had never been in
effect and (y) the foregoing exclusion shall in no way be construed so as
to limit, impair or otherwise affect the Collateral Agent’s unconditional
continuing security interest in and liens upon any rights or interests of a
Grantor in or to the proceeds of, or any monies due or to become due under, any
such intent-to-use United States trademark applications,


 


(iii)                               any Excluded
Account, or


 


(iv)                              in the case of
a Subsidiary of such Grantor organized under the laws of a jurisdiction other
than the United States, any of the states thereof or the


 


6

















 


District of Columbia and
which is a “controlled foreign corporation” as such term is defined in Section 957
of the Internal Revenue Code (a “Foreign Subsidiary”) and which is a
“controlled foreign corporation” (as such term is defined in Section 957
of the Internal Revenue Code of 1986 (a “CFC”), more than 65% of the
issued and outstanding shares of Capital Stock entitled to vote (within the
meaning of Treas. Reg. Section 1.956 2(c)(2)) (it being understood and
agreed that the Collateral shall include 100% of the issued and outstanding
shares of Capital Stock not entitled to vote within the meaning of Treas. Reg.
Section 1.956 2(c)(2)) or other equity interest of such CFC (and for the
avoidance of doubt, each Loan Party will refrain from pledging the Capital
Stock of any CFC to any Person other than a pledge of 65% of its voting Capital
Stock and 100% of its non-voting Capital Stock to the Collateral Agent, for the
benefit of the Secured Parties.


 


3.                                       Security for
Secured Obligations. The security interest created hereby in the
Collateral constitutes continuing collateral security for all of the following
obligations, whether now existing or hereafter incurred (the “Secured
Obligations”):


 


(a)                                  the prompt
payment by each Grantor, as and when due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), of all
amounts from time to time owing by it in respect of the Credit Agreement and/or
the other Loan Documents, including, without limitation, (i) all
Obligations, (ii) all Letter of Credit Obligations, (iii) in the case
of a Guarantor, all amounts from time to time owing by such Grantor in respect
of its guaranty made pursuant to Article XI of the Credit Agreement or
under any other Guaranty to which it is a party, including, without limitation,
all obligations guaranteed by such Grantor and (iv) all interest, fees,
commissions, charges, expense reimbursements, indemnifications and all other
amounts due or to become due under any Loan Document (including, without
limitation, all interest, fees, commissions, charges, expense reimbursements,
indemnifications and other amounts that accrue after the commencement of any
Insolvency Proceeding of any Loan Party, whether or not the payment of such
interest, fees, commissions, charges, expense reimbursements, indemnifications
and other amounts are unenforceable or are not allowable, in whole or in part,
due to the existence of such Insolvency Proceeding); and


 


(b)                                 the due
performance and observance by each Grantor of all of its other obligations from
time to time existing in respect of the Loan Documents.


 


4.                                       Delivery of the
Pledged Interests.


 


(a)                                  (i)                                     All promissory
notes evidencing the Pledged Debt on the Effective Date and all certificates
representing the Pledged Shares on the Effective Date shall be delivered to the
Collateral Agent (or its custodian, designee or other nominee) on or prior to
the Effective Date. All other promissory notes, certificates and Instruments
constituting Pledged Interests from time to time required to be pledged to the
Collateral Agent pursuant to the terms of this Agreement or the Credit
Agreement (the “Additional Collateral”) shall be delivered to the
Collateral Agent (or its custodian, designee or other nominee) promptly


 


7

















 


upon, but in any event
within fourteen (14) days (or such later date acceptable to the Collateral
Agent) of, receipt thereof by or on behalf of any of the Grantors, provided
that such delivery requirement shall not apply to any Pledged Debt having a
face amount of less than $500,000 individually but only to the extent the
aggregate face amount of such Pledged Debt does not exceed $1,000,000
collectively. All such promissory notes, certificates and Instruments shall be
held by or on behalf of the Collateral Agent (or its custodian, designee or
other nominee) pursuant hereto and shall be delivered in suitable form for
transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment or undated stock powers executed in blank, all in form
and substance reasonably satisfactory to the Collateral Agent. If any Pledged
Interests consists of uncertificated securities, unless the immediately
following sentence is applicable thereto, such Grantor shall cause the
Collateral Agent (or its designated custodian or nominee) to become the registered
holder thereof, or cause each issuer of such securities to agree that it will
comply with instructions originated by the Collateral Agent with respect to
such securities without further consent by such Grantor.  If any Pledged Interests consists of security
entitlements, such Grantor shall transfer such security entitlements to the
Collateral Agent (or its custodian, nominee or other designee), or cause the
applicable securities intermediary to agree that it will comply with
entitlement orders by the Collateral Agent without further consent by such
Grantor.


 


(ii)                                  Within twenty
(20) days (or such later date acceptable to the Collateral Agent) of the
receipt by a Grantor of any Additional Collateral, a Pledge Amendment, duly
executed by such Grantor, in substantially the form of Exhibit A hereto (a
“Pledge Amendment”), shall be delivered to the Collateral Agent, in
respect of the Additional Collateral that must be pledged pursuant to this
Agreement and the Credit Agreement.  The
Pledge Amendment shall from and after delivery thereof constitute part of
Schedules VI and VII hereto. Each Grantor hereby authorizes the Collateral
Agent to attach each Pledge Amendment to this Agreement and agrees that all
promissory notes, certificates or Instruments listed on any Pledge Amendment
delivered to the Collateral Agent (or its custodian, designee or other nominee)
shall for all purposes hereunder constitute Pledged Interests and such Grantor
shall be deemed upon delivery thereof to have made the representations and warranties
set forth in Section 5 hereof with respect to such Additional Collateral.


 


(b)                                 If any Grantor
shall receive, by virtue of such Grantor’s being or having been an owner of any
Pledged Interests, any (i) stock certificate (including, without
limitation, any certificate representing a stock dividend or distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off), promissory note or other Instrument, (ii) option or right,
whether as an addition to, substitution for, or in exchange for, any Pledged
Interests, or otherwise, (iii) dividends payable in cash (except such
dividends permitted to be retained by any such Grantor pursuant to Section 7
hereof) or in securities or other property or (iv) dividends,
distributions, cash, Instruments, Investment Property and other property in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, such Grantor
shall receive such stock certificate, promissory note, Instrument, option,
right, payment or distribution in trust


 


8














 


for the benefit of the
Collateral Agent, shall segregate it from such Grantor’s other property and
shall promptly deliver it forthwith to the Collateral Agent, in the exact form
received, with any necessary indorsement and/or appropriate stock powers duly
executed in blank, to be held by the Collateral Agent as Pledged Interests and
as further collateral security for the Secured Obligations.


 


5.                                       Representations
and Warranties.  Each
Grantor jointly and severally represents and warrants as follows:


 


(a)                                  Schedule I
hereto sets forth as of the Effective Date (i) the exact legal name of
each Grantor, (ii) the state or jurisdiction of organization of each
Grantor, (iii) the type of organization of each Grantor, (iv) the
organizational identification number of each Grantor or states that no such
organizational identification number exists and (v) the federal employer
identification number of each Grantor.


 


(b)                                 This Agreement
is a legal, valid and binding obligation of such Grantor, enforceable against
such Grantor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws.


 


(c)                                  All Equipment,
Fixtures, Inventory and other Goods (other than Inventory in transit to
customers) located in the continental United States now existing are, and all
Equipment, Fixtures, Inventory and other Goods (other than Inventory in
transit to customers) located in the continental United States hereafter
existing will be, located at the addresses specified therefor in Schedule III
hereto (as amended, supplemented or otherwise modified from time to time in
accordance with Section 6(b)), except for any location where the fair
market value of the Equipment, Fixtures, Inventory and other Goods at such
location is less than $1,000,000 in the aggregate. Each Grantor’s chief place
of business and chief executive office, the place where such Grantor keeps its
Records concerning Accounts and all originals of all Chattel Paper are located
at the addresses specified therefor in Schedule III hereto (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof). None of the Accounts is evidenced by Promissory Notes or other
Instruments (except for Promissory Notes evidencing indebtedness of not more
than $500,000 individually and $1,000,000 in the aggregate) that have not been
delivered to the Collateral Agent in accordance with this Agreement.  Set forth in Schedule II hereto is a complete
and correct list of each formal legal name used by any Grantor during the past
five years.  Schedule VIII hereto sets
forth for each Grantor a true and complete list of all Investment Property,
including all securities, securities entitlements, Instruments, Chattel
Paper, Letters of Credit and any certificates or instruments evidencing the
foregoing held by or on behalf of or issued in favor of each Grantor (excluding
the assets already identified on Schedules VI and VII), whether or not
evidenced by certificates or Instruments.


 


(d)                                 [Reserved.]


 


(e)                                  (i)                                     The Grantors
own and control, or otherwise possess adequate rights to use, all Intellectual
Property necessary to conduct their business except as could not


 


9

















 


reasonably be expected to
have a Material Adverse Effect. Schedule II hereto sets forth a true and
complete list of all Intellectual Property that is the subject of U.S.
registrations or applications for registration in the U.S. owned by each
Grantor as of the date hereof. To the applicable Grantor’s knowledge, all such
Intellectual Property is valid, subsisting and enforceable, has not been
abandoned in whole or in part and is not subject to any outstanding order,
judgment or decree restricting its use or adversely affecting the Grantor’s rights
thereto, except to the extent the loss of any such Intellectual Property
(either individually or in the aggregate) could not reasonably be expected to
have a Material Adverse Effect.


 


(ii)                                  Such Grantor is
not violating and has not violated any Intellectual Property rights or any
third party except as could not reasonably be expected to have a Material
Adverse Effect.  There are no suits,
actions, reissues, reexaminations, public protests, interferences, arbitrations,
mediations, oppositions, cancellations, Internet domain name dispute
resolutions or other proceedings (collectively, “Suits”) pending,
decided, asserted by or against such Grantor or, to such Grantor’s knowledge,
threatened concerning the violation of any Intellectual Property rights or
concerning the Material Intellectual Property owned or controlled by a Grantor,
and, to any Grantor’s knowledge, no valid basis for any such Suits or claims
exists, except as could not reasonably be expected to have a Material Adverse
Effect. To the Grantors’ knowledge, there are no Suits or claims pending,
decided, threatened or asserted against the Grantors concerning the Licenses or
the right of the Grantor to use the Licenses, and no valid basis for any such
Suits or claims exists, except as could not reasonably be expected to have a
Material Adverse Effect.


 


(f)                                    (i)                                     None of the
Other Proprietary Rights or Trade Secrets of any Grantor have been used,
divulged, disclosed or appropriated to the detriment of such Grantor for the
benefit of any other Person other than such Grantor; (ii) no employee,
independent contractor or agent of any Grantor has misappropriated any Other
Proprietary Rights or Trade Secrets of any other Person in the course of the
performance of his or her duties as an employee, independent contractor or
agent of such Grantor; and (iii) no employee, independent contractor or
agent of any Grantor is in default or breach of any term of any employment
agreement, non-disclosure agreement, assignment of inventions agreement or
similar agreement, or contract relating an any way to the protection,
ownership, development, use or transfer of such Grantor’s Intellectual Property
Collateral, except to the extent any of the foregoing could not reasonably be
expected (either individually or in the aggregate) to have a Material Adverse
Effect.


 


(g)                                 The Existing
Issuers set forth in Schedule VII identified as a Subsidiary of a Grantor are
each such Grantor’s only Subsidiaries existing on the date hereof.  The Pledged Shares have been duly authorized
and validly issued and are fully paid and nonassessable and the holders thereof
are not entitled to any preemptive, first refusal or other similar rights.
Except as noted in Schedule VII hereto, the Pledged Shares constitute 100% of
the issued shares of Capital Stock of the Pledged Issuers as of the date
hereof. All other shares of Capital Stock constituting Pledged Interests will
be duly authorized and validly issued, fully paid and nonassessable.


 


10

















 


(h)                                 The promissory notes
currently evidencing the Pledged Debt have been, and all other promissory notes
from time to time evidencing Pledged Debt, when executed and delivered, will
have been, duly authorized, executed and delivered by the respective makers
thereof, and all such promissory notes are or will be, as the case may be,
legal, valid and binding obligations of such makers, enforceable against such
makers in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws.


 


(i)                                     The Grantors
are and will be at all times the sole and exclusive owners of, or otherwise
have and will have adequate rights in, the Collateral free and clear of any
Lien except for the Permitted Liens. No effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any recording or filing office except (i) such as may have been
filed to perfect or protect any Permitted Lien, and (ii) in connection
with the Existing Credit Agreement; provided, that the liens in
connection with the Existing Credit Agreement shall be terminated concurrently
with the Effective Date.


 


(j)                                     The exercise by
the Collateral Agent of any of its rights and remedies hereunder will not
contravene any law or any Contractual Obligation binding on or otherwise
affecting any Grantor or any of its properties and will not result in, or
require the creation of, any Lien upon or with respect to any of its properties
other than Liens created pursuant to the Loan Documents.


 


(k)                                  No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or any other Person, is required for (i) the
due execution, delivery and performance by any Grantor of this Agreement, (ii) the
grant by any Grantor of the security interest purported to be created hereby in
the Collateral or (iii) the exercise by the Collateral Agent of any of its
rights and remedies hereunder, except, in the case of this clause (iii), as may
be required in connection with any sale of any Pledged Interests by laws
affecting the offering and sale of securities generally. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or any other Person, is required for the perfection of the security
interest purported to be created hereby in the Collateral, except (A) for
the filing under the Uniform Commercial Code as in effect in the applicable
jurisdiction of the financing statements described in Schedule IV hereto, all
of which financing statements shall be duly filed on or around the Effective
Date and from such date shall be in full force and effect, (B) with
respect to the perfection of the security interest created hereby in the United
States Intellectual Property, for the recording of the appropriate Assignment
for Security, substantially in the form of Exhibit B hereto in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, (C) with respect to any action that may be necessary to obtain
control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment
Property or Letter-of-Credit Rights, the taking of such actions, and (D) the
Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments
and cash constituting Collateral (subclauses (A), (B), (C) and (D), each a
“Perfection Requirement” and collectively, the “Perfection
Requirements”).


 


11

















 


(l)                                     This Agreement creates
a legal, valid and enforceable security interest in favor of the Collateral
Agent, for the benefit of the Secured Parties, in the Collateral, as security
for the Secured Obligations. The satisfaction of the Perfection Requirements
will result in the perfection of such security interests.  After satisfaction of the Perfection
Requirements, such security interests are, or in the case of Collateral in
which any Grantor obtains rights after the date hereof, will be, perfected,
first priority security interests, subject in priority only to the Permitted
Liens that, pursuant to the definition of the term “Permitted Liens”, are not
prohibited from being prior to the Liens in favor of the Collateral Agent, for
the benefit of the Secured Parties, and the recording of such instruments of
assignment described above. Such Perfection Requirements and all other action
necessary or desirable to perfect and protect such security interest have been
duly made or taken, except for (i) the Collateral Agent’s having possession
of all Instruments, Documents, Chattel Paper and cash constituting Collateral
after the date hereof, (ii) the Collateral Agent’s having control of all
Deposit Accounts, Electronic Chattel Paper, Investment Property or
Letter-of-Credit Rights constituting Collateral after the date hereof, and
(iii) the other filings and recordations and actions described in Section 5(l) hereof.


 


(m)                               As of the date
hereof, no Grantor holds any Commercial Tort Claims, except for such claims
described in Schedule V.


 


(n)                                 With respect to
each Grantor and its Subsidiaries that is a partnership or a limited liability
company, none of the partnership interests or membership interests of such
Person are (i) dealt in or traded on securities exchanges or in securities
markets, (ii) securities for purposes of Article 8 of any relevant
Uniform Commercial Code, (iii) investment company securities within the
meaning of Section 8-103 of any relevant Uniform Commercial Code or (iv) evidenced
by a certificate.  The partnership
interests or membership interests of any Grantor and its Subsidiaries
constitute General Intangibles.


 


6.                                       Covenants as to
the Collateral.  So long as any of the
Secured Obligations (whether or not due) shall remain unpaid or any Lender
shall have any Revolving Credit Commitment under the Credit Agreement, unless
the Collateral Agent shall otherwise consent in writing:


 


(a)                                  Further
Assurances. Each Grantor will at its expense, at any time and
from time to time, promptly execute and deliver all further instruments and documents
and take all further action that may be necessary or desirable or that the
Collateral Agent may reasonably request in order (i) to perfect and
protect, or maintain the perfection of, the security interest and Lien
purported to be created hereby; (ii) to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder in respect of the
Collateral; or (iii) otherwise to effect the purposes of this Agreement,
including, without limitation: (A) if a Default or an Event of Default has
occurred and is continuing, marking conspicuously all Chattel Paper, Instruments
and Licenses and, at the request of the Collateral Agent, all of its Records
pertaining to the Collateral with a legend, in form and substance reasonably
satisfactory to the Collateral Agent, indicating that such Chattel Paper, Instrument,
License or Collateral is subject to the security interest created hereby, (B) if
any Account shall be


 


12

















 


evidenced by a Promissory
Note or other Instrument or Chattel Paper, delivering and pledging to the
Collateral Agent such Promissory Note, other Instrument or Chattel Paper, duly
endorsed and accompanied by executed instruments of transfer or assignment, all
in form and substance satisfactory to the Collateral Agent, provided
that such delivery requirement shall not apply to any Pledged Debt having a
face amount of less than $500,000 individually but only to the extent the
aggregate face amount of such Pledged Debt does not exceed $1,000,000
collectively, (C) executing and filing (to the extent, if any, that such
Grantor’s signature is required thereon) or authenticating the filing of, such
financing or continuation statements, or amendments thereto, (D) with
respect to Intellectual Property hereafter existing and not covered by an
appropriate security interest grant, the executing and recording in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, appropriate instruments granting a security interest, as may be
necessary or desirable or that the Collateral Agent may reasonably request in
order to perfect and preserve the security interest purported to be created
hereby, (E) delivering to the Collateral Agent irrevocable proxies in
respect of the Pledged Interests, (F) furnishing to the Collateral Agent
from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the
Collateral Agent may reasonably request, all in reasonable detail, (G) if
at any time after the date hereof, any Grantor acquires or holds any Commercial
Tort Claim (other than any Commercial Tort Claims having a value of less than
$500,000 individually and $1,000,000 in the aggregate,) immediately notifying
the Collateral Agent in a writing signed by such Grantor setting forth a brief
description of such Commercial Tort Claim and granting to the Collateral Agent
a security interest therein and in the proceeds thereof, which writing shall
incorporate the provisions hereof and shall be in form and substance reasonably
satisfactory to the Collateral Agent, and (H) taking all actions required
by law in any relevant Uniform Commercial Code jurisdiction, or by other law as
applicable in any foreign jurisdiction.


 


(b)                                    Location of
Equipment and Inventory.  Each
Grantor will keep the Equipment and Inventory (other than Equipment and
Inventory sold in the ordinary course of business in accordance with Section 6(g) hereof
or located outside of the continental United States) at the locations specified
in Schedule III hereto or, upon prompt written notice thereafter to the
Collateral Agent accompanied by a new Schedule III hereto indicating each new
location containing Records concerning Accounts or Equipment and Inventory with
an aggregate fair market value in excess of $1,000,000, at such other locations
as the Grantors may elect. If any Grantor moves the location of its primary
Records concerning Accounts to a new leased location after the date hereof, upon
the reasonable request of Collateral Agent, each Grantor shall use commercially
reasonable efforts to (A) obtain written subordinations or waivers, in
form and substance satisfactory to the Collateral Agent, of all present and
future Liens to which the owner or lessor of such premises may be entitled to
assert against the Collateral located at such premises, and (B) obtain
written access agreements, in form and substance reasonably satisfactory to the
Collateral Agent, providing access to the Collateral located on such premises
in order to remove such Collateral from such premises during an Event of
Default.


 


13

















 


(c)                                  Equipment. Each Grantor
will promptly furnish to the Collateral Agent a statement describing in
reasonable detail any loss or damage to any Equipment in excess of $1,000,000.


 


(d)                                 Insurance. Each Grantor
will, at its own expense, maintain insurance with respect to the Collateral in
accordance with the terms of the Credit Agreement. Each Grantor will, if so
requested by the Collateral Agent, deliver to the Collateral Agent original or
duplicate insurance policies and, as often as the Collateral Agent may
reasonably request, a report of a reputable insurance broker with respect to
such insurance. Each Grantor will also, at the reasonable request of the
Collateral Agent, execute and deliver instruments of assignment of such
insurance policies and cause the respective insurers to acknowledge notice of
such assignment.


 


(e)                                  Provisions
Concerning the Accounts.  Each
Grantor will, except as otherwise provided in this subsection (e), continue to
collect, at its own expense, all amounts due or to become due under the
Accounts. In connection with such collections, each Grantor may (and, if an
Event of Default has occurred and is continuing, at the Collateral Agent’s
direction, will) take such action as such Grantor (or, if an Event of Default
has occurred and is continuing, the Collateral Agent) may reasonably deem
necessary or advisable to enforce collection or performance of the Accounts; provided,
however, that the Collateral Agent shall have the right at any time,
upon the occurrence and during the continuance of an Event of Default, to
notify the Account Debtors or obligors under any Accounts of the assignment of
such Accounts to the Collateral Agent and to direct such Account Debtors or
obligors to make payment of all amounts due or to become due to such Grantor
thereunder directly to the Collateral Agent or its designated agent and, upon
such notification and at the expense of such Grantor and to the extent
permitted by law, to enforce collection of any such Accounts and to adjust,
settle or compromise the amount or payment thereof, in the same manner and to
the same extent as such Grantor might have done. After the occurrence and
during the continuance of an Event of Default and after receipt by any Grantor
of a notice from the Collateral Agent that the Collateral Agent has notified,
intends to notify, or has enforced or intends to enforce a Grantor’s rights
against the Account Debtors or obligors under any Accounts as referred to in
the proviso to the immediately preceding sentence, (A) all amounts and
proceeds (including Instruments) received by such Grantor in respect of the
Accounts shall be received in trust for the benefit of the Collateral Agent
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Collateral Agent or its designated agent in the same
form as so received (with any necessary endorsement) to be held as cash
collateral and either (x) credited to the Loan Account so long as no Event
of Default shall have occurred and be continuing or (y) if any Event of
Default shall have occurred and be continuing, applied as specified in Section 9(d) hereof,
and (B) such Grantor will not adjust, settle or compromise the amount or
payment of any Account or release wholly or partly any Account Debtor or
obligor thereof or allow any credit or discount thereon.


 


(f)                                    Provisions
Concerning the Pledged Interests. Each Grantor will


 


14

















 


(i)                                     at the
Grantors’ joint and several expense, promptly deliver to the Collateral Agent a
copy of each material notice or other communication received by it in respect
of the Pledged Interests;


 


(ii)                                  at the
Grantors’ joint and several expense, defend the Collateral Agent’s right, title
and security interest in and to the Pledged Interests against the claims of any
Person; and


 


(iii)                               with respect to
any Subsidiary of the Parent, not permit the issuance of (A) any
additional shares of any class of Capital Stock of any Pledged Issuer, (B) any
securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such shares of Capital Stock or (C) any warrants, options,
contracts or other commitments entitling any Person to purchase or otherwise
acquire any such shares of Capital Stock, unless in each case the applicable
Grantor makes the deliveries and takes the other actions required by Section 4.


 


(g)                                 Transfers and
Other Liens.


 


(i)                                     Except to the
extent expressly permitted by Section 7.02(c) of the Credit
Agreement, no Grantor will sell, assign (by operation of law or otherwise),
lease, license, exchange or otherwise transfer or dispose of any of the
Collateral.


 


(ii)                                  Except to the
extent expressly permitted by Section 7.02(a) of the Credit
Agreement, no Grantor will create, suffer to exist or grant any Lien upon or
with respect to any Collateral.


 


(h)                                 Intellectual
Property.


 


(i)                                     Each Grantor
has duly executed and delivered the applicable Grant of a Security Interest in
the form attached hereto as Exhibit B.


 


(ii)                                  Each Grantor
(either itself or through its licensees or its sublicensees) agrees that it
will not do any act or omit to do any act whereby any Material Intellectual
Property may become invalidated or dedicated to the public, and agrees that it
shall continue to mark any products covered by a Patent with the relevant
patent number as necessary to establish and preserve its rights under
applicable patent laws, except where the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 


(iii)                               Each Grantor
(either itself or through its licensees or its sublicensees) will, for each
Trademark that constitutes Material Intellectual Property, take such actions
that in its commercially reasonable business judgment are necessary to: (A) maintain
such Trademark in full force free from any claim of abandonment or invalidity
for non use, (B) maintain the quality of products and services offered
under such Trademark, (C) display such Trademark with notice of U.S. or
non-U.S.


 


15

















 


registration to the extent
necessary to establish and preserve its rights under applicable law, except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect and (D) not knowingly use or knowingly permit the
use of such Trademark in violation of any third party rights.


 


(iv)                              Each Grantor
(either itself or through its licensees or sublicensees) will, for each work
covered by a Copyright that constitutes Material Intellectual Property,
continue to publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary to establish and preserve its rights under
applicable copyright laws, except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.


 


(v)                                 Each Grantor
shall notify the Collateral Agent promptly if it knows that any Material
Intellectual Property may become abandoned, lost or dedicated to the public in
violation of the foregoing clauses (ii) and (iii), or of any final
determination (including the institution of, or any such determination in, any
proceeding in the United States Patent and Trademark Office, United States
Copyright Office or any court or similar office of any country) that could
reasonably be expected to result in a Material Adverse Effect regarding such
Grantor’s ownership of any Material Intellectual Property, its right to
register the same, or its right to keep and maintain the same. Notwithstanding
anything to the contrary contained herein, the Grantors may abandon or
otherwise dispose of immaterial Intellectual Property if, in such Grantor’s
commercially reasonable business judgment, such Intellectual Property is no
longer of any useful economic value.


 


(vi)                              If any Grantor
(A) files an application or registration for any Intellectual Property
with the United States Patent and Trademark Office or United States Copyright
Office, either itself or through any agent, employee, licensee or designee or
(B) obtains rights to or develops any new Intellectual Property or any
reissue, division, continuation, renewal, extension or continuation-in-part of
any existing Intellectual Property, whether pursuant to any license or
otherwise, the provisions of Section 2 hereof shall automatically apply
thereto and such Grantor shall give to the Collateral Agent notice of any
applications or registrations on a quarterly basis and, upon request of the
Collateral Agent, execute and deliver any and all agreements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence
the Collateral Agent’s security interest in such Intellectual Property.


 


(vii)                           Each Grantor
will take all necessary steps in its commercially reasonable business judgment,
in any proceeding before the United States Patent and Trademark Office, United
States Copyright Office, to maintain and pursue each application relating to
the Material Intellectual Property of such Grantor (and to obtain the relevant
grant or registration) and to maintain each issued Patent and each registration
of the Trademarks and Copyrights that constitutes Material Intellectual
Property.


 


16

















 


(viii)                        If any Grantor
has reason to believe that any Collateral consisting of any Grantor’s Material
Intellectual Property has been infringed, misappropriated or diluted by a third
party, such Grantor shall, consistent with its commercially reasonable business
judgment, sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral and promptly shall notify the Collateral Agent of the initiation of
any such suit.


 


(ix)                                Upon and during
the continuance of an Event of Default, (i) no Grantor shall abandon or
otherwise permit any Intellectual Property to become invalid and (ii) upon
the reasonable request of the Collateral Agent, each Grantor shall use its
commercially reasonable efforts to obtain all requisite consents or approvals
by the licensor of each License that constitutes Collateral owned by such
Grantor to effect the assignment of all such Grantor’s right, title and
interest thereunder to the Collateral Agent or its designee.


 


(x)                                   Each Grantor
shall execute, authenticate and deliver any and all assignments, agreements,
instruments, documents and papers as the Collateral Agent may reasonably
request to evidence the Collateral Agent’s security interest hereunder in such
Intellectual Property and the General Intangibles of such Grantor relating
thereto or represented thereby, each Grantor hereby appoints the Collateral
Agent as its attorney in fact to execute and file such writings for the
foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power, being coupled with an interest, is irrevocable.


 


(i)                                     [Reserved.]


 


(j)                                     [Reserved.]


 


(k)                                  Control. Each Grantor
hereby agrees to take any or all action that may be necessary or desirable or
that the Collateral Agent may reasonably request in order for the Collateral
Agent to obtain control in accordance with Sections 9-104, 9-105, 9-106, and
9-107 of the Code with respect to the following Collateral: (i) Electronic
Chattel Paper, other than Electronic Chattel Paper having a face amount of less
than $500,000 individually but only to the extent the aggregate face amount of
such Electronic Chattel Paper does not exceed $500,000 collectively, (ii) Investment
Property and (iii) Letter-of-Credit Rights, other than any
Letter-of-Credit Rights having a face amount of less than $1,000,000 individually
but only to the extent the aggregate face amount of such Letter-of-Credit
Rights does not exceed $1,000,000 collectively or any Letter-of-Credit Right
that constitutes a Supporting Obligation. Each Grantor hereby acknowledges and
agrees that any agent or designee of the Collateral Agent shall be deemed to be
a “secured party” with respect to the Collateral under the control of such
agent or designee for all purposes.


 


17

















 


(l)                                     Records;
Inspection and Reporting.


 


(i)                                     Each Grantor
shall keep adequate records concerning the Accounts, Chattel Paper and Pledged
Interests. Without limiting any rights, powers and privileges of the Agents
under the Credit Agreement, if any Event of Default shall have occurred and be
continuing, each Grantor shall permit the Agents, or any agents or
representatives thereof or such professionals or other Persons as the Agents
may designate (A) to examine and make copies of and abstracts from such
Grantor’s books and records, (B) to visit and inspect its properties, (C) to
verify materials, leases, notes, Accounts, Inventory and other assets of
such Grantor from time to time, (D) to conduct audits, physical counts,
appraisals and/or valuations, environmental site assessments or examinations at
the locations of such Grantor and (E) to discuss such Grantor’s affairs,
finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other representatives, in each
case as provided in the Credit Agreement.


 


(ii)                                  Except as
otherwise expressly permitted by Section 7.02(l) of the Credit
Agreement, no Grantor shall, without giving the Collateral Agent at least ten
Business Days’ prior written notice, change (A) its name, identity or
organizational structure, (B) its jurisdiction of incorporation or
organization as set forth in Schedule I hereto or (C) its chief executive
office as set forth in Schedule III hereto. In connection with the foregoing,
each Grantor shall take all actions necessary or reasonably requested by the
Collateral Agent to maintain the continuous validity, perfection and the same
or better priority of the Collateral Agent’s security interest in the
Collateral granted or intended to be granted pursuant to this Agreement.  Each Grantor shall immediately notify the
Collateral Agent upon obtaining an organizational identification number, if on
the date hereof such Grantor did not have such identification number.


 


(m)                                  Partnership and
Limited Liability Company Interest.  Except with respect to partnership interests
and membership interests evidenced by a certificate, which certificate has been
pledged and delivered to the Collateral Agent pursuant to Section 4
hereof, no Grantor that is a partnership or a limited liability company shall,
nor shall any Grantor with any Subsidiary that is a partnership or a limited
liability company, permit such partnership interests or membership interests to
(i) be dealt in or traded on securities exchanges or in securities
markets, (ii) become a security for purposes of Article 8 of any
relevant Uniform Commercial Code, (iii) become an investment company
security within the meaning of Section 8-103 of any relevant Uniform
Commercial Code or (iv) be evidenced by a certificate unless such
certificate is delivered to the Collateral Agent. Each Grantor agrees that such
partnership interests or membership interests shall constitute General
Intangibles.


 


7.                                       Voting Rights,
Dividends, Etc. in Respect of the Pledged Interests.


 


(a)                                  So long as no
Event of Default shall have occurred and be continuing: 


 


(i)                                     each Grantor
may exercise any and all voting and other consensual rights pertaining to any
Pledged Interests for any purpose not inconsistent


 


18














 


with the terms of this
Agreement, the Credit Agreement or the other Loan Documents; and


 


(ii)                                  each of the
Grantors may receive and retain any and all dividends, interest or other
distributions paid in respect of the Pledged Interests to the extent permitted
by the Financing Agreement; provided, however, that any and all
(A) dividends and interest paid or payable other than in cash in respect of,
and Instruments and other property received, receivable or otherwise
distributed in respect of or in exchange for, any Pledged Interests which at
the time of such distribution was not permitted by the Financing Agreement (B) dividends
and other distributions paid or payable in cash in respect of any Pledged
Interests in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in surplus
which at the time of such distribution was not permitted by the Financing
Agreement, and (C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Interests, together with any
dividend, interest or other distribution or payment which at the time of such
payment was not permitted by the Financing Agreement, shall be, and shall
forthwith be delivered to the Collateral Agent, to hold as, Pledged Interests
and shall, if received by any of the Grantors, be received in trust for the
benefit of the Collateral Agent, shall be segregated from the other property or
funds of the Grantors, and shall be forthwith delivered to the Collateral Agent
in the exact form received with any necessary indorsement and/or appropriate
stock powers duly executed in blank, to be held by the Collateral Agent as
Pledged Interests and as further collateral security for the Secured
Obligations; and


 


(iii)                               the Collateral
Agent will execute and deliver (or cause to be executed and delivered) to a
Grantor all such proxies and other instruments as such Grantor may reasonably
request for the purpose of enabling such Grantor to exercise the voting and
other rights which it is entitled to exercise pursuant to Section 7(a)(i) hereof
and to receive the dividends, interest and/or other distributions which it is
authorized to receive and retain pursuant to Section 7(a)(ii) hereof.


 


(b)                                 Upon the
occurrence and during the continuance of an Event of Default:


 


(i)                                     upon notice
from the Collateral Agent to such Grantor, all rights of each Grantor to
exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 7(a)(i) hereof, and to
receive the dividends, distributions, interest and other payments that it would
otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) hereof,
shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall thereupon have the sole right to exercise such
voting and other consensual rights and to receive and hold as Pledged Interests
such dividends, distributions and interest payments;


 


19

















 


(ii)                                  the Collateral
Agent is authorized to notify each debtor with respect to the Pledged Debt to
make payment directly to the Collateral Agent (or its designee) and may collect
any and all moneys due or to become due to any Grantor in respect of the Pledged
Debt, and each of the Grantors hereby authorizes each such debtor to make such
payment directly to the Collateral Agent (or its designee) without any duty of
inquiry;


 


(iii)                               without
limiting the generality of the foregoing, the Collateral Agent may at its
option exercise any and all rights of conversion, exchange, subscription or any
other rights, privileges or options pertaining to any of the Pledged Interests
as if it were the absolute owner thereof, including, without limitation, the
right to exchange, in its discretion, any and all of the Pledged Interests upon
the merger, consolidation, reorganization, recapitalization or other adjustment
of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right,
privilege or option pertaining to any Pledged Interests, and, in connection
therewith, to deposit and deliver any and all of the Pledged Interests with any
committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may reasonably determine; and


 


(iv)                              all dividends,
distributions, interest and other payments that are received by any of the
Grantors contrary to the provisions of Section 7(b)(i) hereof shall
be received in trust for the benefit of the Collateral Agent, shall be
segregated from other funds of the Grantors, and shall be forthwith paid over
to the Collateral Agent as Pledged Interests in the exact form received with
any necessary indorsement and/or appropriate stock powers duly executed in
blank, to be held by the Collateral Agent as Pledged Interests and as further
collateral security for the Secured Obligations.


 


8.                                       Additional
Provisions Concerning the Collateral.


 


(a)                                     To the maximum
extent permitted by applicable law, and for the purpose of taking any action
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes of this Agreement, each Grantor hereby (i) authorizes the
Collateral Agent to execute any such agreements, instruments or other documents
in such Grantor’s name and to file such agreements, instruments or other
documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes
the Collateral Agent at any time and from time to time to file, one or more
financing or continuation statements and amendments thereto, relating to the
Collateral (including, without limitation, any such financing statements that
(A) describe the Collateral as “all assets” or “all personal property” (or
words of similar effect) or that describe or identify the Collateral by type or
in any other manner as the Collateral Agent may determine, regardless of
whether any particular asset of such Grantor falls within the scope of Article 9
of the Uniform Commercial Code or whether any particular asset of such Grantor
constitutes part of the Collateral, and (B) contain any other information
required by Part 5 of Article 9 of the Code for the sufficiency or
filing office acceptance of any financing statement, continuation statement or
amendment, including,


 


20

















 


without limitation, whether
such Grantor is an organization, the type of organization and any
organizational identification number issued to such Grantor) and (iii) ratifies
such authorization to the extent that the Collateral Agent has filed any such
financing statements, continuation statements, or amendments thereto, prior to
the date hereof. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.


 


(b)                                 Each Grantor
hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and
proxy, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, from time to time in the Collateral Agent’s
reasonable discretion, to take any action and to execute any instrument that
the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement (subject to the rights of a Grantor under Section 6
hereof and Section 7(a) hereof), including, without limitation, (i) to
obtain and adjust insurance required to be paid to the Collateral Agent
pursuant to the Credit Agreement, (ii) to ask, demand, collect, sue for,
recover, compound, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any Collateral, (iii) to receive,
endorse, and collect any drafts or other Instruments, Documents and Chattel
Paper in connection with clause (i) or (ii) above, (iv) to
receive, indorse and collect all Instruments made payable to such Grantor
representing any dividend, interest payment or other distribution in respect of
any Pledged Interests and to give full discharge for the same, (v) upon
the occurrence and during the continuance of an Event of Default, to file any
claims or take any action or institute any proceedings which the Collateral
Agent may deem necessary or desirable for the collection of any Collateral or
otherwise to enforce the rights of the Collateral Agent and the Lenders with
respect to any Collateral, (vi) upon the occurrence and during the
continuance of an Event of Default, to execute assignments, licenses and other
documents to enforce the rights of the Collateral Agent and the Lenders with
respect to any Collateral, (vii) upon the occurrence and during the
continuance of an Event of Default, to pay or discharge taxes or Liens levied
or placed upon or threatened against the Collateral, the legality or validity
thereof and the amounts necessary to discharge the same to be determined by the
Collateral Agent in its sole discretion, and such payments made by the
Collateral Agent to become Obligations of such Grantor to the Collateral Agent,
due and payable immediately without demand, and (viii) upon the occurrence
and during the continuance of an Event of Default, to sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, assignments, verifications and notices in connection with Accounts,
Chattel Paper and other documents relating to the Collateral.  This power is coupled with an interest and is
irrevocable until the date on which all of the Secured Obligations have been
indefeasibly paid in full in cash after the termination of each Lender’s
Revolving Credit Commitment and each of the Loan Documents.


 


(c)                                  For the purpose
of enabling the Collateral Agent to exercise rights and remedies hereunder, at
such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, and for no other purpose, effective upon the occurrence
and during the continuance of an Event of Default each Grantor hereby grants to
the Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other


 


21

















 


compensation to any Grantor)
to use, assign, license or sublicense any Intellectual Property now or
hereafter owned by any Grantor, wherever the same may be located, including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer programs used for the compilation
or printout thereof; provided that the Collateral Agent shall exercise
reasonable standards of quality control over any goods bearing Grantor’s
Trademarks. Notwithstanding anything contained herein to the contrary, but
subject to the provisions of the Credit Agreement that limit the right of a
Grantor to dispose of its property and Section 6(i) hereof, so long
as no Event of Default shall have occurred and be continuing, each Grantor may
exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or
take other actions with respect to the Intellectual Property in the ordinary
course of its business. In furtherance of the foregoing, unless an Event of Default
shall have occurred and be continuing, the Collateral Agent shall from time to
time, upon the request of a Grantor, execute and deliver any instruments,
certificates or other documents, in the form so requested, which such Grantor
shall have certified are appropriate (in such Grantor’s judgment) to allow it
to take any action permitted above (including relinquishment of the license
provided pursuant to this clause (c) as to any Intellectual Property).
Further, upon the date on which all of the Secured Obligations have been
indefeasibly paid in full in cash after the termination of each Lender’s
Revolving Credit Commitment and each of the Loan Documents, the Collateral
Agent (subject to Section 13(e) hereof) shall release and reassign to
the Grantors all of the Collateral Agent’s right, title and interest in and to
the Intellectual Property, and the Licenses, all without recourse,
representation or warranty whatsoever and at the Grantors’ sole expense.  The exercise of rights and remedies hereunder
by the Collateral Agent shall not terminate the rights of the holders of any
licenses or sublicenses theretofore granted by any Grantor in accordance with
the second sentence of this clause (c). Each Grantor hereby releases the
Collateral Agent from any claims, causes of action and demands at any time
arising out of or with respect to any actions taken or omitted to be taken by
the Collateral Agent under the powers of attorney granted herein other than
actions taken or omitted to be taken through the Collateral Agent’s gross
negligence or willful misconduct, as determined by a final determination of a
court of competent jurisdiction.


 


(d)                                 Upon the
occurrence and during the continuance of any Event of Default, if any Grantor
fails to perform any agreement or obligation contained herein, the Collateral
Agent may itself perform, or cause performance of, such agreement or
obligation, in the name of such Grantor or the Collateral Agent, and the
expenses of the Collateral Agent incurred in connection therewith shall be jointly
and severally payable by the Grantors pursuant to Section 10 hereof and
shall be secured by the Collateral.


 


(e)                                  The powers
conferred on the Collateral Agent hereunder are solely to protect its interest
in the Collateral and shall not impose any duty upon it to exercise any such
powers. Other than the exercise of reasonable care to assure the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral and
shall be relieved of all responsibility for any Collateral in its possession
upon


 


22

















 


surrendering it or tendering
surrender of it to any of the Grantors (or whomsoever shall be lawfully
entitled to receive the same or as a court of competent jurisdiction shall
direct). The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property, it being understood that the Collateral
Agent shall not have responsibility for ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Collateral, whether or not the Collateral Agent has or is
deemed to have knowledge of such matters. The Collateral Agent shall not be
liable or responsible for any loss or damage to any of the Collateral, or for
any diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Collateral Agent in good faith.


 


(f)                                    Anything herein
to the contrary notwithstanding (i) each Grantor shall remain liable under
the Licenses and otherwise in respect of the Collateral to the extent set forth
therein to perform all of its obligations thereunder to the same extent as if
this Agreement had not been executed, (ii) the exercise by the Collateral
Agent of any of its rights hereunder shall not release any Grantor from any of
its obligations under the Licenses or otherwise in respect of the Collateral,
and (iii) the Collateral Agent shall not have any obligation or liability
by reason of this Agreement under the Licenses or otherwise in respect of the
Collateral, nor shall the Collateral Agent be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.


 


(g)                                 The Collateral
Agent may at any time in its discretion (i) without notice to any Grantor,
transfer or register in the name of the Collateral Agent or any of its nominees
any or all of the Pledged Interests, subject only to the revocable rights of
such Grantor under Section 7(a) hereof, and (ii) exchange
certificates or Instruments constituting Pledged Interests for certificates or
Instruments of smaller or larger denominations.


 


9.                                       Remedies Upon
Default. If any Event of Default shall have occurred and be continuing:


 


(a)                                  The Collateral
Agent may exercise in respect of the Collateral, in addition to any other
rights and remedies provided for herein or otherwise available to it, all of
the rights and remedies of a secured party upon default under the Code (whether
or not the Code applies to the affected Collateral), and also may (i) take
absolute control of the Collateral, including, without limitation, transfer
into the Collateral Agent’s name or into the name of its nominee or nominees
(to the extent the Collateral Agent has not theretofore done so) and thereafter
receive, for the benefit of the Collateral Agent and the Lenders, all payments
made thereon, give all consents, waivers and ratifications in respect thereof
and otherwise act with respect thereto as though it were the outright owner
thereof, (ii) require each Grantor to, and each Grantor hereby agrees that
it will at its expense and upon request of the Collateral Agent forthwith,
assemble all or part of the Collateral as directed by the Collateral Agent and
make it available to the Collateral Agent at a place or places to be


 


23

















 


designated by the Collateral
Agent that is reasonably convenient to both parties, and the Collateral Agent
may enter into and occupy any premises owned or leased by any Grantor where the
Collateral or any part thereof is located or assembled for a reasonable period
in order to effectuate the Collateral Agent’s rights and remedies hereunder or
under law, without obligation to any Grantor in respect of such occupation, and
(iii) without notice except as specified below and without any obligation
to prepare or process the Collateral for sale, (A) sell the Collateral or
any part thereof in one or more parcels at public or private sale, at any of
the Collateral Agent’s offices, at any exchange or broker’s board or elsewhere,
for cash, on credit or for future delivery, and at such price or prices and
upon such other terms as the Collateral Agent may deem commercially reasonable
and/or (B) lease, license or otherwise dispose of the Collateral or any
part thereof upon such terms as the Collateral Agent may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale or any other
disposition of the Collateral shall be required by law, at least five (5) Business
Days’ prior notice to the applicable Grantor of the time and place of any
public sale or the time after which any private sale or other disposition of
the Collateral is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale or other disposition of
Collateral regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. To the extent
permitted by law, each Grantor hereby waives any claims against the Collateral
Agent and the Lenders arising by reason of the fact that the price at which the
Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount
of the Secured Obligations, even if the Collateral Agent accepts the first
offer received and does not offer the Collateral to more than one offeree, and
waives all rights that such Grantor may have to require that all or any part of
the Collateral be marshaled upon any sale (public or private) thereof. Each
Grantor hereby acknowledges that (i) any such sale of the Collateral by
the Collateral Agent shall be made without warranty, (ii) the Collateral
Agent may specifically disclaim any warranties of title, possession, quiet
enjoyment or the like, (iii) the Collateral Agent may bid (which bid may
be, in whole or in part, in the form of cancellation of indebtedness), if
permitted by law, for the purchase, lease, license or other disposition of the
Collateral or any portion thereof for the account of the Collateral Agent (on
behalf of itself and the Lenders) and (iv) such actions set forth in clauses
(i), (ii) and (iii) above shall not adversely affect the commercial
reasonableness of any such sale of the Collateral.  In addition to the foregoing, (i) upon
written notice to any Grantor from the Collateral Agent, each Grantor shall
cease any use of the Intellectual Property for any purpose described in such
notice; (ii) the Collateral Agent may, at any time and from time to time,
upon five (5) Business Days’ prior notice to any Grantor, license, whether
general, special or otherwise, and whether on an exclusive or non-exclusive
basis, any of the Intellectual Property, throughout the universe for such term
or terms, on such conditions, and in such manner, as the Collateral Agent shall
in its sole discretion determine; and (iii) the Collateral Agent may, at
any time, pursuant to the authority granted in Section 8 hereof (such
authority being effective upon the occurrence and during the continuance of an
Event of Default), execute and deliver on behalf of a Grantor, one or more
instruments of assignment


 


24

















 


of the Intellectual Property
(or any application or registration thereof), in form suitable for filing,
recording or registration in any country.


 


(b)                                 In the event
that the Collateral Agent determines to exercise its right to sell all or any
part of the Pledged Interests pursuant to Section 9(a) hereof, each
Grantor will, at such Grantor’s expense and upon request by the Collateral
Agent: (i) execute and deliver, and cause each issuer of such Pledged
Interests and the directors and officers thereof to execute and deliver, all
such instruments and documents, and do or cause to be done all such other acts
and things, as may be necessary or, in the opinion of the Collateral Agent,
advisable to register such Pledged Interests under the provisions of the
Securities Act, and to cause the registration statement relating thereto to
become effective and to remain effective for such period as prospectuses are
required by law to be furnished, and to make all amendments and supplements
thereto and to the related prospectus which, in the opinion of the Collateral
Agent, are necessary or advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the SEC applicable
thereto, (ii) cause each issuer of such Pledged Interests to qualify such
Pledged Interests under the state securities or “Blue Sky” laws of each
jurisdiction, and to obtain all necessary governmental approvals for the sale
of the Pledged Interests, as requested by the Collateral Agent, (iii) cause
each Pledged Issuer to make available to its securityholders, as soon as
practicable, an earnings statement which will satisfy the provisions of Section 11(a) of
the Securities Act, and (iv) do or cause to be done all such other acts
and things as may be necessary to make such sale of such Pledged Interests
valid and binding and in compliance with applicable law.


 


(c)                                  Notwithstanding
the provisions of Section 9(b) hereof, each Grantor recognizes that
the Collateral Agent may deem it impracticable to effect a public sale of all
or any part of the Pledged Shares or any other securities constituting Pledged
Interests and that the Collateral Agent may, therefore, determine to make one
or more private sales of any such securities to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire such
securities for their own account, for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges that any such private
sale may be at prices and on terms less favorable to the seller than the prices
and other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sales shall be deemed
to have been made in a commercially reasonable manner and that the Collateral
Agent shall have no obligation to delay the sale of any such securities for the
period of time necessary to permit the issuer of such securities to register
such securities for public sale under the Securities Act. Each Grantor further
acknowledges and agrees that any offer to sell such securities which has been
(i) publicly advertised on a bona fide basis in a newspaper or other
publication of general circulation in the financial community of New York, New
York (to the extent that such an offer may be so advertised without prior
registration under the Securities Act) or (ii) made privately in the
manner described above to not less than fifteen bona fide offerees shall be
deemed to involve a “public disposition” for the purposes of Section 9-610(c) of
the Code (or any successor or similar, applicable statutory provision) as then
in effect in the State of New York, notwithstanding that such sale may not
constitute a “public offering” under the Securities Act, and that the
Collateral Agent may, in such event, bid for the purchase of such securities.


 


25

















 


(d)                                 Any cash held
by the Collateral Agent (or its agent or designee) as Collateral and all Cash
Proceeds received by the Collateral Agent (or its agent or designee) in respect
of any sale of or collection from, or other realization upon, all or any part
of the Collateral may, in the discretion of the Collateral Agent, be held by
the Collateral Agent (or its agent or designee) as collateral for, and/or then
or at any time thereafter applied (after payment of any amounts payable to the
Collateral Agent pursuant to Section 10 hereof) in whole or in part by the
Collateral Agent against, all or any part of the Secured Obligations in such
order as the Collateral Agent shall elect, consistent with the provisions of
the Credit Agreement. Any surplus of such cash or Cash Proceeds held by the
Collateral Agent (or its agent or designee) and remaining after the date on
which all of the Secured Obligations have been indefeasibly paid in full in
cash after the termination of each Lender’s Revolving Credit Commitment and
each of the Loan Documents, shall be paid over to whomsoever shall be lawfully
entitled to receive the same or as a court of competent jurisdiction shall
direct.


 


(e)                                  In the event
that the proceeds of any such sale, collection or realization are insufficient
to pay all amounts to which the Collateral Agent and the Lenders are legally
entitled, the Grantors shall be jointly and severally liable for the
deficiency, together with interest thereon at the highest rate specified in any
applicable Loan Document for interest on overdue principal thereof or such
other rate as shall be fixed by applicable law, together with the costs of
collection and the reasonable fees, costs, expenses and other client charges of
any attorneys employed by the Collateral Agent to collect such deficiency.


 


(f)                                    Each Grantor
hereby acknowledges that if the Collateral Agent complies with any applicable
requirements of law in connection with a disposition of the Collateral, such
compliance will not adversely affect the commercial reasonableness of any sale
or other disposition of the Collateral.


 


(g)                                 The Collateral
Agent shall not be required to marshal any present or future collateral
security (including, but not limited to, this Agreement and the Collateral)
for, or other assurances of payment of, the Secured Obligations or any of them
or to resort to such collateral security or other assurances of payment in any
particular order, and all of the Collateral Agent’s rights hereunder and in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights, however existing or arising. To
the extent that any Grantor lawfully may, such Grantor hereby agrees that it
will not invoke any law relating to the marshalling of collateral which might
cause delay in or impede the enforcement of the Collateral Agent’s rights under
this Agreement or under any other instrument creating or evidencing any of the
Secured Obligations or under which any of the Secured Obligations is
outstanding or by which any of the Secured Obligations is secured or payment
thereof is otherwise assured, and, to the extent that it lawfully may, each
Grantor hereby irrevocably waives the benefits of all such laws.


 


10.                                 Indemnity and
Expenses.


 


(a)                                  Each Grantor
jointly and severally agrees to defend, protect, indemnify and hold harmless
each Agent and each other Indemnitee from and against any and all


 


26

















 


claims, losses, damages,
liabilities, obligations, penalties, fees, reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable out-of-pocket attorneys’
fees, costs, expenses and disbursements, which will be limited to one primary
counsel and, if necessary, one local counsel per jurisdiction for the
indemnified parties, unless a conflict of interest exists) incurred by such
Agent or such Indemnitee to the extent that they arise out of or otherwise
result from or relate to or are in connection with this Agreement (including,
without limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting from such Agent’s or such Indemnitee’s gross negligence,
willful misconduct or bad faith, or material breach of the Loan Documents by
such Agent or Indemnitee, in each case as determined by a final judgment of a
court of competent jurisdiction.


 


(b)                                 Each Grantor
jointly and severally agrees to pay to the Agents upon demand the amount of any
and all reasonable costs and expenses, including the reasonable fees, costs,
expenses and disbursements of one primary counsel and if necessary one local
counsel per jurisdiction for the Agents and of any experts and agents
(including, without limitation, any collateral trustee which may act as agent
of the Agents), which the Agents may incur in connection with (i) the
preparation, negotiation, execution, delivery, recordation, administration,
amendment, waiver or other modification or termination of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any Collateral, (iii) the exercise or enforcement
of any of the rights of the Agents hereunder, or (iv) the failure by any
Grantor to perform or observe any of the provisions hereof.


 


11.                                 Notices, Etc.  All notices and other communications provided
for hereunder shall be given in accordance with the notice provision of the
Credit Agreement.


 


12.                                 Security
Interest Absolute; Joint and Several Obligations.


 


(a)                                  All rights of
the Secured Parties and the L/C Issuer, all Liens and all obligations of each
of the Grantors hereunder shall be absolute and unconditional irrespective of
(i) any lack of validity or enforceability of the Credit Agreement or any
other Loan Document, (ii) any change in the time, manner or place of
payment of, or in any other term in respect of, all or any of the Secured
Obligations, or any other amendment or waiver of or consent to any departure
from the Credit Agreement or any other Loan Document, (iii) any exchange
or release of, or non-perfection of any Lien on any Collateral, or any release
or amendment or waiver of or consent to departure from any guaranty, for all or
any of the Secured Obligations, or (iv) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any of the
Grantors in respect of the Secured Obligations. All authorizations and agencies
contained herein with respect to any of the Collateral are irrevocable and
powers coupled with an interest.


 


(b)                                 Each Grantor
hereby waives, to the extent permitted by law, (i) promptness and
diligence, (ii) notice of acceptance and notice of the incurrence of any
Obligation by the Borrower, (iii) notice of any actions taken by any
Agent, any Lender, any Guarantor or any other Person under any Loan Document or
any other agreement, document


 


27

















 


or instrument relating
thereto, (iv) all other notices, demands and protests, and all other
formalities of every kind in connection with the enforcement of the
Obligations, the omission of or delay in which, but for the provisions of this
subsection (b), might constitute grounds for relieving such Grantor of any such
Grantor’s obligations hereunder and (v) any requirement that any Agent or
any Lender protect, secure, perfect or insure any security interest or other
lien on any property subject thereto or exhaust any right or take any action
against any Grantor or any other Person or any collateral.


 


(c)                                  All of the
obligations of the Grantors hereunder are joint and several. The Collateral
Agent may, in its sole and absolute discretion, enforce the provisions hereof
against any of the Grantors and shall not be required to proceed against all
Grantors jointly or seek payment from the Grantors ratably. In addition, the
Collateral Agent may, in its sole and absolute discretion, select the
Collateral of any one or more of the Grantors for sale or application to the
Secured Obligations, without regard to the ownership of such Collateral, and
shall not be required to make such selection ratably from the Collateral owned
by all of the Grantors.  The release or
discharge of any Grantor by the Collateral Agent shall not release or discharge
any other Grantor from the obligations of such Person hereunder.


 


13.                                 Miscellaneous.


 


(a)                                  No amendment of
any provision of this Agreement (including any Schedule attached hereto) shall
be effective unless it is in writing and signed by each Grantor affected
thereby and the Collateral Agent, and no waiver of any provision of this
Agreement, and no consent to any departure by any Grantor therefrom, shall be
effective unless it is in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


(b)                                 No failure on
the part of the Secured Parties or the L/C Issuer to exercise, and no delay in
exercising, any right hereunder or under any other Loan Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Secured Parties and the L/C Issuer
provided herein and in the other Loan Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The
rights of the Secured Parties and the L/C Issuer under any Loan Document
against any party thereto are not conditional or contingent on any attempt by
such Person to exercise any of its rights under any other Loan Document against
such party or against any other Person, including but not limited to, any
Grantor.


 


(c)                                  This Agreement
shall create a continuing security interest in the Collateral and shall (i) remain
in full force and effect, subject to paragraph (e) below, until the date
on which all of the Secured Obligations have been indefeasibly paid in full
(other than Contingent Indemnification Obligations) in cash after the
termination of each Lender’s Revolving Credit Commitment and each of the Loan
Documents and (ii) be binding on each Grantor all other Persons who become
bound as debtor to this Agreement in accordance with Section 9-203(d) of
the Code, and shall inure, together with all rights and remedies of the


 


28














 


Secured Parties and the L/C
Issuer hereunder, to the benefit of the Secured Parties and the L/C Issuer and
their respective successors, transferees and assigns.  Without limiting the generality of clause
(ii) of the immediately preceding sentence, the Secured Parties and the
L/C Issuer may assign or otherwise transfer their respective rights and
obligations under this Agreement and any other Loan Document to any other
Person pursuant to the terms of the Credit Agreement, and such other Person
shall thereupon become vested with all of the benefits in respect thereof
granted to the Secured Parties and the L/C Issuer herein or otherwise. Upon any
such assignment or transfer, all references in this Agreement to any Secured
Party or the L/C Issuer shall mean the assignee of any such Secured Party or
such L/C Issuer. Except to the extent expressly permitted by the Credit
Agreement, none of the rights or obligations of any Grantor hereunder may be
assigned or otherwise transferred without the prior written consent of the
Collateral Agent, and any such assignment or transfer shall be null and void.


 


(d)           Upon the date on which all
of the Secured Obligations have been indefeasibly paid in full in cash (other
than Contingent Indemnification Obligations) after the termination of each
Lender’s Revolving Credit Commitment and each of the Loan Documents, (i) subject
to paragraph (e) below, this Agreement and the security interests and
licenses created hereby shall terminate and all rights to the Collateral shall
revert to the Grantors and (ii) the Collateral Agent will, upon the
Grantors’ request and at the Grantors’ expense, without any representation,
warranty or recourse whatsoever, (A) return to the Grantors (or whomsoever
shall be lawfully entitled to receive the same or as a court of competent
jurisdiction shall direct) such of the Collateral as shall not have been sold
or otherwise disposed of or applied pursuant to the terms hereof and (B) execute
and deliver to the Grantors such documents as the Grantors shall reasonably
request to evidence such termination. In addition, upon the incurrence or
assumption of Indebtedness by a Grantor in a transaction permitted by clause
(e) of the definition of Permitted Liens and Section 7.02(b), upon
the Grantors’ request and at the Grantors’ expense, without any representation,
warranty or recourse whatsoever, the Collateral Agent agrees to execute and
deliver to the Grantors such documents as the Grantors shall reasonably request
to evidence the release of the Collateral Agent’s security interest in the
items of property that are the subject of such transaction.


 


(e)           This Agreement shall remain
in full force and effect and continue to be effective should any petition be
filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any
significant part of any Grantor’s assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment or performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by
any obligee of the Secured Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and


 


29

















 


deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.


 


(f)            Upon the execution and
delivery, or authentication, by any Person of a security agreement supplement
in substantially the form of Exhibit C hereto (each a “Security
Agreement Supplement”), (i) such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor, and each reference in this
Agreement to “Grantor” shall also mean and be a reference to such Additional
Grantor, and each reference in this Agreement and the other Loan Documents to
“Collateral” shall also mean and be a reference to the Collateral of such
Additional Grantor, and (ii) the supplemental Schedules I-VIII
attached to each Security Agreement Supplement shall be incorporated into and
become a part of and supplement Schedules I-VIII, respectively, hereto,
and the Collateral Agent may attach such Schedules as supplements to such
Schedules, and each reference to such Schedules shall mean and be a reference
to such Schedules, as supplemented pursuant hereto.


 


(g)           THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS
OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.


 


(h)           In addition to and without
limitation of any of the foregoing, this Agreement shall be deemed to be a Loan
Document and shall otherwise be subject to all of terms and conditions
contained in Sections 12.10 and 12.11 of the Credit Agreement, mutatis mutandi.


 


(i)            Each Grantor irrevocably and
unconditionally waives any right it may have to claim or recover in any legal
action, suit or proceeding with respect to this Agreement any special,
exemplary, punitive or consequential damages.


 


(j)            Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


(k)           Section headings herein
are included for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose.


 


(l)            This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
such counterparts taken together shall constitute one and the same


 


30

















 


agreement. Delivery of an
executed counterpart of this Agreement by facsimile or electronic mail shall be
equally effective as delivery of an original executed counterpart.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


31

















 


IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its officer
thereunto duly authorized, as of the date first above written.


 


 


	
   

  	
  GRANTORS:

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MEDICAL
  IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Donald Kiepert

  
	
   

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI
  INTERMEDIATE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Donald Kiepert

  
	
   

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI REAL ESTATE,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Lantheus Medical
  Imaging, Inc., its sole member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Donald Kiepert

  
	
   

  	
   

  	
  Title: President and Chief
  Executive Officer

  



 


Signature Page to
Pledge and Security Agreement


 

















 


SCHEDULE I


 


LEGAL NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; STATES


OR JURISDICTIONS OF ORGANIZATION


 

















 


SCHEDULE II


 


INTELLECTUAL PROPERTY; LEGAL NAMES


 


A.            COPYRIGHTS


 


1.             Registered Copyrights


 


2.             Copyright Applications


 


B.            PATENTS


 


1.             Patents


 


2.             Patent Applications


 


C.            TRADEMARKS


 


1.             Registered Trademarks


 


2.             Trademark Applications


 


D.            OTHER PROPRIETARY RIGHTS


 


E.             LEGAL NAMES USED BY ANY
GRANTOR DURING THE PAST FIVE YEARS


 

















 


SCHEDULE III


 


LOCATIONS OF GRANTORS


 


	
  LOCATION

  	
   

  	
  Description of Location
  (state if Location

  
	
   

  	
   

  	
  (i) contains
  Equipment, Fixtures,

  
	
   

  	
   

  	
  Inventory or other Goods

  
	
   

  	
   

  	
  (ii) is chief place
  of business and chief

  
	
   

  	
   

  	
  executive office,

  
	
   

  	
   

  	
  (iii) contains
  Records concerning

  
	
   

  	
   

  	
  Accounts and originals of
  Chattel Paper),

  
	
   

  	
   

  	
  (iv) if owned or leased,
  and

  
	
   

  	
   

  	
  (v) if location is
  owned/leased by a third

  
	
   

  	
   

  	
  party

  



 

















 


SCHEDULE IV


 


UCC FINANCING STATEMENTS


 


UCC Financing Statements
have been filed in the jurisdictions below against the Grantors:


 


	
  Name of Grantor

  	
   

  	
  Secretary
  of State

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 






 










 


SCHEDULE V


 


COMMERCIAL TORT CLAIMS


 

















 


SCHEDULE VI


 


PLEDGED DEBT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal
  Amount

  	
   

  
	
  Grantor

  	
   

  	
  Name
  of Maker

  	
   

  	
  Description

  	
   

  	
  Outstanding
  as of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE
VII


PLEDGED
SHARES


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  of

  	
   

  	
  Number

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pledged

  	
   

  	
  of

  	
   

  	
  Outstanding

  	
   

  	
   

  	
   

  	
  Certificate

  	
   

  
	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Shares

  	
   

  	
  Shares

  	
   

  	
  Class

  	
   

  	
  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE
VIII


 


INVESTMENT
PROPERTY, INSTRUMENTS, CHATTEL PAPER,


LETTERS
OF CREDIT


 

















 


EXHIBIT A


 


PLEDGE AMENDMENT


 


This Pledge Amendment, dated
                  
    ,       , is delivered
pursuant to Section 4 of the Pledge and Security Agreement referred to
below. The undersigned hereby agrees that this Pledge Amendment may be attached
to the Pledge and Security Agreement, dated May 10, 2010, as it may
heretofore have been or hereafter may be amended, restated, supplemented,
modified or otherwise changed from time to time (the “Security Agreement”)
and that the promissory notes or shares listed on this Pledge Amendment shall
be hereby pledged and assigned to the Collateral Agent and become part of the
Pledged Interests referred to in such Pledge Agreement and shall secure all of
the Secured Obligations referred to in such Security Agreement.


 


Pledged Debt


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal
  Amount

  	
   

  
	
  Grantor

  	
   

  	
  Name
  of Maker

  	
   

  	
  Description

  	
   

  	
  Outstanding
  as of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged Shares


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Number

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  of

  	
   

  	
  of

  	
   

  	
  Outstanding

  	
   

  	
   

  	
   

  	
  Certificate

  	
   

  
	
  Grantor

  	
   

  	
  Pledged
  Issuer

  	
   

  	
  Shares

  	
   

  	
  Shares

  	
   

  	
  Class

  	
   

  	
  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  HARRIS N.A.,

  	
   

  
	
  as the Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 














 


EXHIBIT B


 


GRANT OF A SECURITY INTEREST —[TRADEMARKS]


[PATENTS] [COPYRIGHTS]


 


WHEREAS,
                                
(the “Grantor”) [own the trademarks and service marks listed on the
attached Schedule A, which trademarks and service marks are registered or
applied for in the United States Patent and Trademark Office (the “Trademarks”)]
[own the letter patents, design patents and utility patents listed on the
attached Schedule A, which patents are issued or applied for in the
United States Patent and Trademark Office (the “Patents”)] [owns the
copyrights listed on the attached Schedule A, which copyrights are
registered in the United States Copyright Office (the “Copyrights”)];


 


WHEREAS, the Grantor has
entered into a Pledge and Security Agreement, dated May 10, 2010 (as
amended, restated, supplemented, modified or otherwise changed from time to
time, the “Security Agreement”), in favor of Harris N.A., as the
Collateral Agent for itself and certain lenders (in such capacity, together
with its successors and assigns, if any, the “Grantee”); and


 


WHEREAS, pursuant to the
Security Agreement, the Grantor has granted to the Grantee, and granted to the
Grantee for the benefit of the Secured Parties and the L/C Issuer (each such
term as defined in the Security Agreement), a continuing security interest in
all right, title and interest of the Grantor in, to and under the [Trademarks,
together with, among other things, the goodwill of the business symbolized by
the Trademarks] [Patents] [Copyrights] and the applications and registrations
thereof, and all proceeds thereof, including, without limitation, any and all
causes of action which may exist by reason of infringement thereof and any and
all damages arising from past, present and future violations thereof (the “Collateral”),
to secure the payment, performance and observance of the Secured Obligations
(as defined in the Security Agreement).


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor does hereby grant to the Grantee and grant to the
Grantee for the benefit of the Secured Parties and the L/C Issuer, a continuing
security interest in the Collateral to secure the prompt payment, performance
and observance of the Secured Obligations.


 


The Grantor does hereby
further acknowledge and affirm that the rights and remedies of the Grantee with
respect to the Collateral are more fully set forth in the Security Agreement,
the terms and provisions of which are hereby incorporated herein by reference
as if fully set forth herein.


 


1

















 


IN WITNESS WHEREOF, the
Grantor has caused this Assignment to be duly executed by its officer thereunto
duly authorized as of
                          
    , 20    .


 


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


2

















 


SCHEDULE A TO GRANT OF A SECURITY INTEREST


 


[Trademark Registrations and
Applications]


 


[Patents and Patent
Applications]


 


[Copyright Registrations and
Applications]


 


3

















 


EXHIBIT C


 


FORM OF SECURITY AGREEMENT SUPPLEMENT


 


[Date
of Security Agreement Supplement]


 


Harris N.A., as Collateral
Agent


 


Ladies and Gentlemen:


 


Reference hereby is made to
(i) the Credit Agreement, dated as of May 10, 2010 (such agreement,
as amended, restated, supplemented, modified or otherwise changed from time to
time, including any replacement agreement therefor, being hereinafter referred
to as the “Credit Agreement”) by and among Lantheus MI Intermediate, Inc.,
a Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc.,
a Delaware corporation (the “Borrower”), the “Guarantors” from
time to time party thereto, the lenders from time to time party thereto (each a
“Lender” and collectively, the “Lenders”), Harris N.A., as
collateral agent for the Lenders (in such capacity, together with its
successors and assigns in such capacity, the “Collateral Agent”), Bank
of Montreal, as administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, if any, the “Administrative
Agent” and together with the Collateral Agent, each an “Agent” and
collectively, the “Agents”), Bank of Montreal and NATIXIS, as joint
bookrunners, Bank of Montreal and NATIXIS, as joint lead arrangers, NATIXIS, as
syndication agent, and Jefferies Finance, LLC, as documentation agent, and (ii) the
Pledge and Security Agreement, dated as of May 10, 2010 (as amended,
restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), made by the Grantors from time to time party thereto in favor
of the Collateral Agent. Capitalized terms defined in the Credit Agreement or
the Security Agreement and not otherwise defined herein are used herein as
defined in the Credit Agreement or the Security Agreement.


 


SECTION 1. Grant of
Security.  The undersigned hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties
and the L/C Issuer, a security interest in, all of its right, title and interest
in and to all of the Collateral (as defined in the Security Agreement) of the
undersigned, whether now owned or hereafter acquired by the undersigned,
wherever located and whether now or hereafter existing or arising, including,
without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Security Agreement.


 


SECTION 2. Security
for Obligations. The grant of a security interest in the Collateral by the
undersigned under this Security Agreement Supplement and the Security Agreement
secures the payment of all Secured Obligations of the undersigned now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect,


 


1

















 


absolute or contingent, and
whether for principal, reimbursement obligations, interest, premiums,
penalties, fees, indemnifications, contract causes of action, costs, expenses
or otherwise. Without limiting the generality of the foregoing, each of this
Security Agreement Supplement and the Security Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and that would be
owed by the undersigned to the Collateral Agent or any Secured Party or the L/C
Issuer under the Loan Documents but for the fact that such Secured Obligations
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Grantor.


 


SECTION 3. Supplements
to Security Agreement Schedules.  The
undersigned has attached hereto supplemental Schedules I through VIII
to Schedules I through VIII, respectively, to the Security
Agreement, and the undersigned hereby certifies, as of the date first above
written, that such supplemental Schedules have been prepared by the undersigned
in substantially the form of the equivalent Schedules to the Security
Agreement, and such supplemental Schedules include all of the information
required to be scheduled to the Security Agreement and do not omit to state any
information material thereto.


 


SECTION 4. Representations
and Warranties.  The undersigned
hereby makes each representation and warranty set forth in Section 5
of the Security Agreement (as supplemented by the attached supplemental
Schedules) to the same extent as each other Grantor.


 


SECTION 5. Obligations
Under the Security Agreement.  The
undersigned hereby agrees, as of the date first above written, to be bound as a
Grantor by all of the terms and provisions of the Security Agreement to the
same extent as each of the other Grantors. The undersigned further agrees, as
of the date first above written, that each reference in the Security Agreement
to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to
the undersigned.


 


SECTION 6. Governing
Law. This Security Agreement Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


SECTION 7. Loan
Document. In addition to and without limitation of any of the foregoing,
this Security Agreement Supplement shall be deemed to be a Loan Document and
shall otherwise be subject to all of terms and conditions contained in Sections
12.10 and 12.11 of the Credit Agreement, mutatis
mutandi.


 


2

















 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME OF ADDITIONAL CREDIT
  PARTY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  HARRIS N.A.,

  	
   

  	
   

  
	
  as the Collateral Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


3

















 


EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


LANTHEUS MI INTERMEDIATE HOLDING, INC.


 


	
  To:

  	
  Harris N.A., as Collateral
  Agent

  
	
   

  	
  [            ]

  
	
   

  	
   

  
	
   

  	
  Bank of Montreal, as
  Administrative Agent

  
	
   

  	
  [            ]

  
	
   

  	
   

  
	
  Re:

  	
  Compliance Certificate
  dated

  



 


Ladies and Gentlemen:


 


Reference is made to that
certain Credit Agreement (the “Credit Agreement”) dated as of May 10,
2010, by and among by and among Lantheus MI Intermediate, Inc., a Delaware
corporation (the “Parent”), Lantheus Medical Imaging, Inc., a
Delaware corporation (the “Borrower”), the “Guarantors” from time
to time party thereto, the lenders from time to time party thereto (each a “Lender”
and collectively, the “Lenders”), Harris N.A., as collateral agent for
the Lenders (in such capacity, together with its successors and assigns in such
capacity, if any, the “Collateral Agent”), Bank of Montreal, as
administrative agent for the Lenders (in such capacity, together with its
successors and assigns in such capacity, if any, the “Administrative Agent”
and together with the Collateral Agent, each an “Agent” and
collectively, the “Agents”), Bank of Montreal and NATIXIS, as joint
bookrunners, Bank of Montreal and NATIXIS, as joint lead arrangers, NATIXIS, as
syndication agent, and Jefferies Finance, LLC, as documentation agent.
Capitalized terms used in this Compliance Certificate have the meanings set
forth in the Credit Agreement unless specifically defined herein.


 


Pursuant to the terms of the
Credit Agreement, the undersigned officer of Parent hereby certifies that:


 


1.              The financial information of
Parent and its Subsidiaries furnished in Schedule 1 pursuant to Section 7.01(a)[(i)][(ii)]
of the Credit Agreement fairly presents, in all material respects, the
financial position of the Parent and its Subsidiaries as of the end of such
[quarter][Fiscal Year] and the results of operations and cash flows of the
Parent and its Subsidiaries for such [quarter][Fiscal Year], in accordance with
GAAP, subject to normal year-end adjustments and the absence of footnotes.


 


2.              Such officer has reviewed
the terms of the Credit Agreement and the other Loan Documents and has made, or
caused to be made under his/her supervision, a review in of the condition and
operations of Parent and its Subsidiaries during the period covered by the
financial statements delivered pursuant to Section 7.01(a)[(i)] [(ii)] of
the Credit Agreement with a view to determining whether the Parent and its
Subsidiaries were in


 














 


compliance with all of the
provisions of this Agreement and such Loan Documents at the times such
compliance is required by the Credit Agreement.


 


3.              Such review has not disclosed the existence on and as
of the date hereof, and the undersigned has no knowledge of the existence and
continuance as of the date hereof, of a Default or Event of Default existing as
of the last day of the applicable fiscal period, or if such an Event of Default
or Default existed, except as listed on Schedule 2 attached hereto, describing
the nature thereof and the action Parent and its Subsidiaries have taken, are
taking, or propose to take with respect thereto.


 


4.              Parent and its Subsidiaries are in compliance with the
applicable covenants contained in Section 7.03 of the Credit Agreement as
demonstrated on Schedule 3 hereof.


 


2

















 


IN WITNESS WHEREOF, this
Compliance Certificate is executed by the undersigned this
           day of
                              ,
                .


 


	
   

  	
  LANTHEUS
  MI INTERMEDIATE HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to
Exhibit C - Form of Compliance Certificate


 

















 


SCHEDULE 1


 


Financial Information


 

















 


SCHEDULE 2


 


Default or Event of Default


 

















 


SCHEDULE 3


 


Financial Covenants


 


1.                                       Consolidated Total Leverage Ratio


 


The
Consolidated Total Leverage Ratio as of the last day of the period of four (4) consecutive
fiscal quarters of the Parent and its Subsidiaries ended on
                                  ,
             is
    :1.0, which [is/is not] less than or equal to the ratio
set forth in Section 7.03(a) of the Credit Agreement for the
corresponding period.


 


2.                                       Consolidated Interest Coverage Ratio


 


The
Consolidated Interest Coverage Ratio of the Parent and its Subsidiaries as of the
last day of the period of four (4) consecutive fiscal quarters of the
Parent and its Subsidiaries ended on
                            ,
              
is     :1.0, which [is/is not] greater than or equal to the
ratio set forth in Section 7.03(b) of the Credit Agreement for the
corresponding period.


 

















 


EXHIBIT D


 


FORM OF NOTICE OF BORROWING


 


[LETTERHEAD OF THE BORROWER]


 


[Date]


 


Bank of Montreal,

as Administrative Agent for the Lenders

party to the Credit Agreement referred to below


[           ]


 


Ladies and Gentlemen:


 


The undersigned, Lantheus
Medical Imaging, Inc., a Delaware corporation (the “Borrower”), (i) refers
to the Credit Agreement, dated as of May 10, 2010 (as the same may be
further amended, restated, supplemented or otherwise modified from time to
time, including any replacement agreement therefor, the “Credit Agreement”),
by and among the Lantheus MI Intermediate, Inc., a Delaware corporation
(the “Parent”), the Borrower, the “Guarantors” from time to time
party thereto, the lenders from time to time party thereto (each a “Lender”
and collectively, the “Lenders”), Harris N.A., as collateral agent for
the Lenders (in such capacity, together with its successors and assigns in such
capacity, if any, the “Collateral Agent”), Bank of Montreal, as
administrative agent for the Lenders (in such capacity, together with its
successors and assigns in such capacity, if any, the “Administrative Agent”
and together with the Collateral Agent, each an “Agent” and
collectively, the “Agents”), Bank of Montreal and NATIXIS, as joint
bookrunners, Bank of Montreal and NATIXIS, as joint lead arrangers, NATIXIS, as
syndication agent, and Jefferies Finance, LLC, as documentation agent, and (ii) hereby
gives you notice pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Loan under the Credit Agreement, and in
that connection sets forth below the information relating to such Revolving
Loan (the “Proposed Revolving Loan”) as required by Section 2.02(a) of
the Credit Agreement.  All capitalized
terms used herein but not defined herein have the same meanings herein as set
forth in the Credit Agreement.


 


(i)            The aggregate principal amount of the Proposed Revolving
Loan is $                        .(1)


 


(ii)           The borrowing date of the Proposed Revolving Loan is
                  
    , 20    .(2)


 






(1) Each Revolving Loan
shall be made in a minimum amount of $1,000,000 and shall be in an integral
multiple of $500,000.


 


(2) This date must be a
Business Day.


 

















 


(iii)          The Proposed Revolving Loan is a [Reference Rate Loan]
[LIBOR Rate Loan].


 


(iv)          If the Proposed Revolving Loan is a LIBOR Rate Loan, such
Proposed Revolving Loan shall have an Interest Period of [one][two][three]
month(s).


 


(v)           The proceeds of the Proposed Revolving Loan should be made
available to the undersigned by wire transferring such proceeds in accordance
with the payment instructions attached hereto as Exhibit A.


 


The undersigned certifies
that (i) the representations and warranties contained in Article VI
of the Credit Agreement and in each other Loan Document, certificate, financial
statement, report or statement of fact delivered to any Agent or any Lender
pursuant thereto on or prior to the date of the Proposed Revolving Loan are
true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations or warranties that
already are qualified or modified as to “materiality” or “Material Adverse
Effect” in the text thereof, which representations and warranties shall be true
and correct in all respects subject to such qualification) on and as of such
date as though made on and as of such date, (ii) no Default or Event of
Default has occurred and is continuing or would result from the making of the
Proposed Revolving Loan to be made as of the date of the Proposed Revolving
Loan, and (iii) the Consolidated Total Leverage Ratio (with Consolidated
Funded Indebtedness calculated as of the date of the Proposed Revolving Loan
after giving effect to the making of the Proposed Revolving Loan, and
Annualized EBITDA calculated for the most recently ended four fiscal quarter
period for which the Administrative Agent has received financial statements
pursuant to the terms hereof) does not exceed the maximum permitted ratio under
Section 7.03 of the Credit Agreement for the most recently ended fiscal
quarter (or, with respect to periods prior to the first test date under Section 7.03
of the Credit Agreement, the maximum permitted ratios under Section 7.03
for such first test date).


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MEDICAL
  IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


2

















 


EXHIBIT A


 


Payment Instructions


 














 


EXHIBIT E


 


FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment
Agreement”) is entered into as of
          
    , 20     between
                      
(“Assignor”) and
                            
(“Assignee”). Reference is made to the agreement described in Item 2
of Annex I annexed hereto (as amended, restated, modified or otherwise
supplemented from time to time, the “Credit Agreement”). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Credit Agreement.


 


1.              In accordance with the terms and conditions of Section 12.07
of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, that interest
in and to the Assignor’s rights and obligations under the Loan Documents as of
the date hereof with respect to the Obligations owing to the Assignor, and the
Assignor’s portion of the Revolving Credit Commitments and the Revolving Loans
as specified on Annex I.


 


2.              The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse claim and
(ii) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment Agreement and to consummate the
transactions contemplated hereby; (b) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Documents or any other instrument or document furnished
pursuant thereto; and (c) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of any Loan Party or
the performance or observance by any Loan Party of any of its obligations under
the Loan Documents or any other instrument or document furnished pursuant
thereto.


 


3.              The Assignee (a) confirms that it has received
copies of the Credit Agreement and the other Loan Documents, together with
copies of the financial statements referred to therein and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment Agreement; (b) agrees that it
will, independently and without reliance upon the Administrative Agent, the
Collateral Agent, the Assignor, or any other Lender, based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents;
(c) confirms that it is eligible as an assignee under the terms of the
Credit Agreement; (d) appoints and authorizes each of the Administrative


 

















 


Agent and the Collateral
Agent to take such action as the Administrative Agent or the Collateral Agent
(as the case may be) on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent or the Collateral Agent
(as the case may be) by the terms thereof, together with such powers as are
reasonably incidental thereto; (e) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender; and (f) attaches
the forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee’s status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made to
the Assignee under the Credit Agreement or such other documents as are
necessary to indicate that all such payments are subject to such rates at a rate
reduced by an applicable tax treaty.


 


4.              Following the execution of this Assignment Agreement by
the Assignor and the Assignee, it will be delivered by the Assignor to the
Collateral Agent and the Administrative Agent for recording by the
Administrative Agent. The effective date of this Assignment Agreement (the “Settlement
Date”) shall be the latest of (a) the date of the execution hereof by
the Assignor and the Assignee, (b) the date this Assignment Agreement has
been accepted by the Administrative Agent and the Collateral Agent and recorded
in the Register, (c) the date of receipt by the Collateral Agent of a
processing and recordation fee in the amount of $5,000, (d) the settlement
date specified on Annex I, and (e) the receipt by Assignor of the
Purchase Price specified in Annex I.


 


5.              As of the Settlement Date (a) the Assignee shall
be a party to the Credit Agreement and, to the extent of the interest assigned
pursuant to this Assignment Agreement, have the rights and obligations of a
Lender thereunder and under the other Loan Documents, and (b) the Assignor
shall, to the extent of the interest assigned pursuant to this Assignment
Agreement, relinquish its rights and be released from its obligations under the
Credit Agreement and the other Loan Documents.


 


6.              Upon recording by the Administrative Agent, from and
after the Settlement Date, the Administrative Agent shall make all payments
under the Credit Agreement and the other Loan Documents in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees (if applicable) with respect thereto)
to the Assignee.  The Assignor and the
Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the other Loan Documents for periods prior to the Settlement Date
directly between themselves on the Settlement Date.


 


7.             THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


2

















 


8.             EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED UPON OR ARISING OUT OF
THIS ASSIGNMENT AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, AND AGREES
THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.


 


9.             This Assignment Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all of
which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this
Assignment Agreement by facsimile or electronic mail shall be equally effective
as delivery of an original executed counterpart.


 


[Remainder of page left intentionally blank.]


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and delivered by their
respective officers thereunto duly authorized, as of the date first above
written.


 


 


	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


Signature Page to Form of
Assignment and Acceptance Agreement


 

















 


	
  ACCEPTED AND CONSENTED TO
  this              day

  	
   

  
	
  of
                                ,
  20    

  	
   

  
	
   

  	
   

  
	
  [BANK OF MONTREAL, as Administrative

  	
   

  
	
  Agent](1)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [LANTHEUS MEDICAL IMAGING, INC.](2)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 






(1) Delete if consent
of Administrative Agent is not required.


 


(2) Delete if consent
of Borrower is not required.


 


Signature Page to Form of
Assignment and Acceptance Agreement


 

















 


ANNEX FOR ASSIGNMENT AND ACCEPTANCE


 


ANNEX I


 


	
  1.

  	
  Borrower: Lantheus Medical
  Imaging, Inc.

  
	
   

  	
   

  
	
  2.

  	
  Name and Date of Credit
  Agreement:

  
	
   

  	
   

  
	
   

  	
  Credit Agreement, dated as
  of May 10, 2010, by and among Lantheus MI Intermediate, Inc., a
  Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc.,
  a Delaware corporation (the “Borrower”), the “Guarantors” from
  time to time party thereto, the lenders from time to time party thereto (each
  a “Lender” and collectively, the “Lenders”), Harris N.A., as
  collateral agent for the Lenders (in such capacity, together with its
  successors and assigns in such capacity, if any, the “Collateral Agent”),
  Bank of Montreal, as administrative agent for the Lenders (in such capacity,
  together with its successors and assigns in such capacity, if any, the “Administrative
  Agent” and together with the Collateral Agent, each an “Agent” and
  collectively, the “Agents”), Bank of Montreal and NATIXIS, as joint
  bookrunners, Bank of Montreal and NATIXIS, as joint lead arrangers, NATIXIS,
  as syndication agent, and Jefferies Finance, LLC, as documentation agent.

  
	
   

  	
   

  
	
  3.

  	
  Date of Assignment
  Agreement:

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Amount of Revolving Credit
  Commitments and Revolving Loans:

  	
  $

  
	
   

  	
   

  	
   

  
	
  5

  	
  Purchase Price:

  	
  $

  
	
   

  	
   

  	
   

  
	
  6

  	
  Settlement Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Notice and Payment
  Instructions, etc.

  	
   

  



 


	
  Assignee:

  	
   

  	
  Assignor:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Attn:

  
	
  Fax No.:

  	
   

  	
  Fax No.:

  
	
   

  	
   

  	
   

  
	
  Bank Name:

  	
   

  	
  Bank Name:

  
	
  ABA Number:

  	
   

  	
  ABA Number:

  
	
  Account Name:

  	
   

  	
  Account Name:

  
	
  Account Number:

  	
   

  	
  Account Number:

  
	
  Sub-Account Name:

  	
   

  	
  Sub-Account Name:

  
	
  Sub-Account Number:

  	
   

  	
  Sub-Account Number:

  
	
  Reference:

  	
   

  	
  Reference:

  
	
  Attn:

  	
   

  	
  Attn:

  



 


 


1