Parallel Debt Agreement, dated as of February 25, 2008



 Exhibit 4.12 
 EXECUTION COPY 
 PARALLEL DEBT AGREEMENT (this “Agreement”) dated as
of February 25, 2008, among AXCAN LUXCO 1 SÀR.L. and AXCAN LUXCO 2 S.ÀR.L. (the “Luxembourg Guarantors”) and BANK OF NEW YORK, as Trustee. 
 Reference is made to the Senior Secured Notes Indenture dated as of February 25, 2008 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Indenture”), among the Issuer, the Guarantors party thereto (including the Luxembourg Guarantors) and the Trustee. Pursuant to the Indenture, each of the Luxembourg Guarantors has guaranteed the
Issuer’s obligations to make payments in respect of the Secured Notes issued by the Issuer pursuant to the Indenture (the “Note Obligations”). For the purpose of facilitating the enforcement of such guarantees, the parties
hereto agree as follows: 
 SECTION 1. Definitions. 
 (a) Indenture. 
 (i) Capitalized terms used in this Agreement and not otherwise
defined herein have the meanings specified in the Indenture. 
 (ii) The rules of construction specified in Article 1 of the
Indenture also apply to this Agreement. 
 (b) Other Defined Terms. As used in this Agreement, the following terms have the meanings
specified below: 
 “Guaranty Beneficiaries” means (a) each Holder of a Secured Note and (b) the
Trustee. 
 “Luxembourg Corresponding Obligations” has the meaning assigned to such term in Section 2(b).

 “Luxembourg Parallel Debt” has the meaning assigned to such term in Section 2(b). 
 “Note Obligations” has the meaning assigned to such term in the preamble. 
 SECTION 2. Luxembourg Collateral Debt Covenant. (a) Each Luxembourg Guarantor irrevocably and unconditionally undertakes to pay to the
Trustee amounts equal to any amounts owing from time to time by such Luxembourg Guarantor to any Guaranty Beneficiary under the Indenture as and when those amounts are due. 







 (b) Each party to this Agreement acknowledges that the obligations of each Luxembourg Guarantor under
Section 2(a) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Luxembourg Guarantor to any Guaranty Beneficiary under the Indenture (its “Luxembourg
Corresponding Obligations”) nor shall the amounts for which each Luxembourg Guarantor is liable under Section 2(a) (its “Luxembourg Parallel Debt”) be limited or affected in any way by the Luxembourg Corresponding
Obligations; provided that: 
 (i) the Luxembourg Parallel Debt of a Luxembourg Guarantor shall be decreased to the
extent that such Luxembourg Guarantor has paid any amounts to the Guaranty Beneficiaries to reduce its outstanding Luxembourg Corresponding Obligations, except to the extent such payment shall have been subsequently avoided or reduced by virtue of
provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application; 
 (ii) to the extent a Luxembourg Guarantor has paid any amounts to the Trustee under its Luxembourg Parallel Debt, the aggregate amount due by such Luxembourg Guarantor under its Luxembourg Corresponding Obligations will be decreased
accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application; and 

(iii) the aggregate amount which may become due under a Luxembourg Parallel Debt of a Luxembourg Guarantor shall never exceed the
aggregate amount which may become due under its Luxembourg Corresponding Obligations. 
 (c) For the purpose of this Section 2, the
Trustee acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Guaranty Beneficiary, and its claims in respect of a Luxembourg Parallel Debt shall not be held in trust. To the extent any Lien is granted
to a Person to secure a Luxembourg Parallel Debt, such Lien is granted to such Person in its capacity as sole creditor of a Luxembourg Parallel Debt and shall not be held in trust. 
 (d) All monies received or recovered by the Trustee pursuant to this Section 2, and all amounts received or recovered by the Trustee from or by the
enforcement of any Liens granted to secure a Luxembourg Parallel Debt, shall be applied to the Note Obligations in accordance with the terms of the Indenture. 
 (e) Without limiting or affecting the rights of the Trustee against a Luxembourg Guarantor hereunder, each Luxembourg Guarantor acknowledges that: 
 (i) nothing contained herein shall impose any obligation on the Trustee to advance any sum to a Luxembourg Guarantor; and 
  

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 (ii) for the purpose of any vote taken under the Indenture, the Trustee shall not be
regarded as having any participation or commitment other than those which it has in its capacity as a Holder (if any). 
 (f) For the
avoidance of doubt, a Luxembourg Parallel Debt (or any relevant part thereof) will become due and payable at the same time and to the same extent as the related Luxembourg Corresponding Obligations become due and payable. 
 SECTION 3. Miscellaneous; Incorporation by Reference. 
 (a) To the extent such terms are applicable, the terms of Article 12 of the Indenture are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
 [Signatures on following page] 
  

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

			
	AXCAN LUXCO 1 S.À.R.L.
		
	By:	 	 /s/ David Mims

	Name:	 	David Mims
	Title:	 	Authorised Signatory
	
	AXCAN LUXCO 2 S.À.R.L.
		
	By:	 	 /s/ David Mims

	Name:	 	David Mims
	Title:	 	Authorised Signatory


 Signature Page for Luxembourg Parallel Debt Agreement – Notes 







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

			
	BANK OF NEW YORK,
	 As Trustee

		
	By:	 	 /s/ CHERYL L. CLARKE

	Name:	 	CHERYL L. CLARKE
	Title:	 	VICE PRESIDENT


 (Signature Page for Luxembourg Parallel Debt Agreement – Notes)