Joinder to Management Services Agreement dated as of February 25, 2008



 Exhibit 10.2 
 JOINDER TO 
 MANAGEMENT SERVICES AGREEMENT 
 This Joinder (“Joinder”) to the Management Services Agreement dated as of February 21, 2008 initially by and among Axcan
Holdings, Inc. (“Holdings”), Axcan Intermediate Holdings, Inc. (“Axcan Intermediate”), and TPG Capital, L.P. (“TPG” or the “Manager”) (as amended from time to time, the
“Agreement”), is made and entered into as of February 25, 2008, by and between the Manager, Axcan Pharma Inc., a corporation incorporated under the laws of Canada (“Axcan Pharma”), and Axcan US Partnership 1
LP, a limited partnership organized under the laws of Delaware (“Partnership”). 
 WHEREAS, Axcan Pharma and
Partnership would like to obtain certain management and advisory services as set forth in the Agreement, and the Manager, Axcan Pharma, and Partnership desire for Axcan Pharma, and Partnership to become parties to the Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows: 
 1. Agreement to be Bound. Each of Axcan Pharma and Partnership hereby agrees to become party to the Agreement and to be fully bound by, and subject
to, all of the terms, conditions and other provisions of the Agreement with all attendant rights, duties and obligations stated in the Agreement on a joint and several basis with the parties thereto, with the same force and effect as if such parties
executed the Agreement on the date hereof. 
 2. Representations and Warranties of each of Axcan Pharma and Partnership. Each of Axcan
Pharma and Partnership represents and warrants to, and agrees with, each of the other parties to the Agreement on and as of the date hereof that: 
 (a) Each of Axcan Pharma and Partnership has the corporate or partnership power to execute and deliver this Joinder, and all action required to be taken by each of them for the due and proper authorization, execution, delivery and
performance of this Joinder and the consummation of the transactions contemplated hereby has been duly and validly taken; and 
 (b) This
Joinder has been duly authorized, executed and delivered by each of Axcan Pharma and Partnership. 
 3. Governing Law; Jurisdiction.
This Agreement, and all matters arising under or related to this Agreement, will be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof. Each of the parties agrees
that all actions, suits or proceedings arising out of, based upon or relating to this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts of the State of New York, City of New York,
County of New York. Each of the parties hereto, by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts in the State of New York, City of New York, County of New York for the purpose of any action,
suit or proceeding arising out of or based upon this Agreement or the subject matter hereof, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any
such action, suit or 








 
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive
relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or
proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts or should be stayed by virtue
of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Notwithstanding the
foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard will be deemed to be
included in clause (i) above. Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or
certified mail, return receipt requested, at the address specified in or pursuant to Section 13 of the Agreement is reasonably calculated to give actual notice and waives and agrees not to assert, by way of motion, as a defense or otherwise, in
any such action, suit or proceeding any claim that service of process made in accordance with Section 13 of the Agreement does not constitute good and sufficient service of process. The provisions of this Section 3 will not restrict the
ability of any party to enforce in any court any judgment obtained in a court included in clause (i) above. 
 4. WAIVER OF JURY
TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE
WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY
RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING
OUT OF, BASED UPON OR RELATING TO THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY EACH OTHER PARTY
THAT THE PROVISIONS OF THIS SECTION 10 CONSTITUTE A MATERIAL INDUCEMENT UPON
WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY OF THE PARTIES HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE
PARTIES HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

 5. Counterparts. This Joinder may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 
 6.
Amendments. No amendment or waiver of any provision of this Joinder, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 
 7. Headings. The headings in this Joinder are included for convenience of reference only and are not intended to be part of, or to affect the
meaning or interpretation of, this Joinder. 







 IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the day and year first above
written. 
  

			
	TPG CAPITAL, L.P.
		
	By:	 	Tarrant Capital, LLC, its general partner
		
	By:	 	 /s/ Clive D. Bode

	Name:	 	Clive D. Bode
	Title:	 	Vice President
	
	AXCAN PHARMA INC.
		
	By:	 	 /s/ Frank A.G.M. Verwiel

	Name:	 	President and Chief Executive Officer
	Title:	 	Frank A.G.M. Verwiel
	
	AXCAN US PARTNERSHIP 1 LP
		
	By:	 	Axcan Nova Scotia 2 ULC, its general partner
		
	By:	 	 /s/ Frank A.G.M. Verwiel

	Name:	 	Frank A.G.M. Verwiel
	Title:	 	President


 [Joinder to Management Services Agreement]