EX-10.1






Exhibit 10.1




VOTING AGREEMENT




          VOTING AGREEMENT, dated as of December 22, 2008 (this “Agreement”), among Piramal
Healthcare, Inc., a Delaware corporation (“Purchaser”), and the persons listed on
Schedule I hereto (each a “Stockholder” and, collectively, the
“Stockholders”).



RECITALS




          WHEREAS, concurrently with the execution and delivery of this Agreement, Purchaser, Mayflower
Acquisition Corp, a Delaware corporation and wholly owned subsidiary of Purchaser (“PH
Sub”), Minrad International, Inc., a Delaware corporation (the “Company”), and (solely
with respect to certain limited sections of the agreement) Piramal Healthcare Limited, an Indian
public limited company are entering into an Agreement and Plan of Merger (the “Merger
Agreement”), which provides, among other things, for the acquisition of the Company by
Purchaser by means of a merger of PH Sub with and into the Company (the “Merger”), all on
the terms and subject to the conditions set forth in the Merger Agreement;



          WHEREAS, each Stockholder is the record and/or beneficial owner of such number of shares of
common stock of the Company, par value $0.01 per share (the “Company Common Stock”), as is
set forth opposite such Stockholder’s name on Schedule I hereof (collectively, the
“Existing Shares”);



          WHEREAS, as an inducement and a condition to entering into the Merger Agreement, each of the
Stockholders has agreed with Purchaser and PH Sub to enter into this Agreement; and



          WHEREAS, the Board of Directors of the Company has approved this Agreement and the
transactions contemplated hereby prior to the date hereof;



          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:



          1. DEFINITIONS. For purposes of this Agreement:



          (a) “Additional Shares” shall mean any shares of Company Common Stock other than the
Existing Shares for which the Stockholder acquired beneficial ownership in any capacity after the
date hereof and prior to the termination of this Agreement by means of purchase, dividend,
distribution, exercise of options, warrants, Transfer or other rights or entitlements to acquire
Company Common Stock or in any other way.



          (b) “Affiliate” shall mean, with respect to any specified Person, any Person that
directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is
under common control with, the Person specified.



          (c) “beneficially owned” or “beneficial ownership” with respect to any
securities shall mean having “beneficial ownership” of such securities (as determined pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.



          (d) “Covered Shares” shall mean Existing Shares and Additional Shares.



          (e) “Transfer” shall mean, with respect to any security, the direct or indirect sale,
transfer, pledge, hypothecation, encumbrance, assignment, gift or disposition of such security or
the



 









 







record or beneficial ownership thereof, the offer to make such a sale, transfer, or other
disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect
any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.



          (f) Capitalized terms used and not defined herein, but defined in the Merger Agreement, shall
have the respective meanings ascribed to them in the Merger Agreement.



          2. VOTING AGREEMENT. In order to induce Purchaser and PH Sub to enter into the
Merger Agreement, each Stockholder hereby agrees that, from and after the date hereof until
termination of this Agreement in accordance with Section 7, such Stockholder shall, at any
meeting of the stockholders of the Company, however called, or in connection with any written
consent of the stockholders of the Company, appear at each such meeting, in person or by proxy, or
otherwise cause such Stockholder’s Covered Shares to be counted as present for purposes of
establishing a quorum, and each such Stockholder shall vote (or cause to be voted) or act by
written consent with respect to all of its Covered Shares that are beneficially owned by each such
Stockholder or its affiliates or as to which such Stockholder has, directly or indirectly, the
right to vote or direct the voting of the Covered Shares (i) in favor of adopting the Merger
Agreement, including the agreement of merger contained therein, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof, (ii) against any proposal relating to an Acquisition Proposal and (iii) against
any proposal, action or agreement that would impede, frustrate, prevent or nullify this Agreement
or the Merger Agreement, or result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger Agreement or which
would result in any of the conditions set forth in the Merger Agreement not being fulfilled.



          3. ADDITIONAL AGREEMENTS.



          (a) No Disposition. Each Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement and the Merger Agreement, the Stockholder shall not (i) offer to
Transfer, Transfer or consent to any Transfer of, any or all of the Covered Shares or any interest
therein without the prior written consent of Purchaser, (ii) enter into any contract, option or
other agreement or understanding with respect to any Transfer of any or all Covered Shares or any
interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or
with respect to the Covered Shares, (iv) deposit any or all of the Covered Shares into a voting
trust or enter into a voting agreement or arrangement with respect to any or all of the Covered
Shares or (v) take any other action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect in any material respect or in any way restrict,
limit or interfere in any material respect with the performance of such Stockholder’s obligations
hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding
anything in this Agreement to the contrary, a Stockholder may transfer any or all of his or its
Covered Shares as follows: (i) in the case of a Stockholder that is an entity, to any subsidiary,
partner, member, shareholder, former partner or Affiliate of Stockholder, and (ii) in the case of
an individual Stockholder, to Stockholder’s spouse, ancestors, descendants or any trust for any of
other benefits or to a charitable trust; provided, however, that in any such case,
prior to and as a condition to the effectiveness of such transfer, each person or trust to which
any of such Covered Shares or any interest in any of such Covered Shares is or may be transferred
(A) shall have executed and delivered to Purchaser a counterpart to this Agreement pursuant to
which such person or trust shall be bound by all of the terms and provisions of this Agreement, and
(B) shall have agreed in writing with Purchaser to hold such Covered Shares or interest in such
Covered Shares subject to all of the terms and provisions of this Agreement, and (C) this Agreement
shall be the legal, valid and binding agreement of such person or trust, enforceable in accordance
with its terms.



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          (b) Grant of Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and
appoints, Purchaser and any designee of Purchaser, and each of them individually, such
Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name,
place and stead of such Stockholder, to vote all of the Covered Shares or grant a consent or
approval in respect of the Covered Shares, in the manner specified in Section 2. Each
Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not
irrevocable and that any such proxies are hereby revoked. Each Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 3(b) is given in connection with the execution
of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the
duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the
irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each
Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Without limiting the generality of the foregoing, such irrevocable
proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212
of the Delaware General Corporation Law. If for any reason the proxy granted herein is not
irrevocable, the Stockholders agree to vote their Covered Shares as instructed by Purchaser in
writing.



          (c) Non-Solicitation. Each Stockholder hereby agrees that neither such Stockholder
nor any of such Stockholder’s Affiliates, representatives or agents shall (and, if such Stockholder
is a corporation, partnership, trust or other entity, such Stockholder shall cause its officers,
directors, partners, and employees, representatives and agents, including its investment bankers,
attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or
participate in any way in any discussions or negotiations with, or provide any information to, or
afford any access to the properties, books or records of the Company or any of its Subsidiaries, or
otherwise take any other action to assist or facilitate, any Person or group (other than Purchaser
or PH Sub or any Affiliate or associate of Purchaser or PH Sub) concerning any Acquisition
Proposal. Each Stockholder will immediately cease any existing activities, discussions or
negotiations conducted heretofore with respect to any Acquisition Proposal. Each Stockholder will
immediately communicate to Purchaser the terms of any Acquisition Proposal (or any discussion,
negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition
Proposal or inquiry which it may receive.



          (d) Reasonable Efforts. Subject to the terms and conditions of this Agreement, each
of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable
laws to bring about the actions required by this Agreement and to avoid the actions prohibited by
this Agreement. At the other party’s reasonable request and without further consideration, each
party shall execute and deliver such additional documents and take all such further lawful action
as may be necessary or desirable to bring about the actions required by this Agreement and to avoid
the actions prohibited by this Agreement.



          (e) Certain Events. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of the Company affecting
the Company Common Stock or the acquisition of any Additional Shares or other securities or rights
of the Company by any Stockholder, the number of Covered Shares owned by such Stockholder shall be
adjusted appropriately, and this Agreement and the obligations hereunder shall attach to any
Additional Shares or other securities or rights of the Company issued to or acquired by each of the
Stockholder.



          (f) Waiver of Appraisal and Dissent Rights. Each Stockholder hereby waives any rights
of appraisal or rights to dissent from the Merger that such Stockholder may have.



          (g) Publication and Disclosure. Each Stockholder hereby permits publication in the
Proxy Statement (including all documents and schedules filed with the SEC), such Stockholder’s
identity and ownership of the Covered Shares and the nature of such Stockholder’s commitments,
arrangements



3









 







and understandings under this Agreement; provided that such Stockholder shall be permitted to
review and comment on such disclosure a reasonable time before it is publicly disclosed.



          4. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder hereby
represents and warrants, severally and not jointly, to Purchaser as follows:



          (a) Title. Such Stockholder is the sole record and beneficial owner of the number of
Existing Shares set forth opposite such Stockholder’s name on Schedule I. The Existing
Shares constitute all of the capital stock of the Company owned of record or beneficially owned by
such Stockholder on the date hereof and neither such Stockholder nor any of such Stockholder’s
Affiliates is the beneficial owner of, or has any right to acquire (whether currently upon lapse of
time, following the satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of Company Common Stock or any securities convertible into
or exchangeable or exercisable for shares of Company Common Stock. Such Stockholder has sole
voting power and sole power to issue instructions with respect to the matters set forth in
Sections 2 and 3 hereof, sole power of disposition, sole power to demand and waive
dissenters’ or appraisal rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of such Existing Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable securities laws and the terms
of this Agreement.



          (b) Authority. Such Stockholder has all necessary power and authority and legal
capacity to enter into and perform all of such Stockholder’s obligations under this Agreement. In
the case of each Stockholder who is not a natural person, no other proceedings or actions on the
part of such Stockholder are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by such Stockholder and, assuming due authorization,
execution and delivery hereof by Purchaser, constitutes a legal, valid and binding agreement of
such Stockholder, enforceable against such Stockholder in accordance with its terms, except that
(i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereinafter in effect, affecting creditors’ rights
generally and (ii) the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court before which any
proceedings thereof may be brought. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is a trustee, or any party to
any other agreement or arrangement, whose consent is required for the execution and delivery of
this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
If such Stockholder is not an individual, such Stockholder has been duly organized and is validly
existing and in good standing under the laws of the jurisdiction of its organization.



          (c) No Filings; No Conflict or Default. Except for filings under the HSR Act, any
competition, antitrust and investment laws or regulations of foreign jurisdictions and the Exchange
Act (i) no filing with, and no permit, authorization, consent or approval of, any Governmental
Entity is necessary for the execution and delivery of this Agreement by such Stockholder, the
consummation by such Stockholder of the transactions contemplated hereby and the compliance by such
Stockholder with the provisions hereof and (ii) none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions hereof, except in
cases in which any conflict, breach, default or violation described below would not interfere with
the ability of such Stockholder to perform such Stockholder’s obligations hereunder, shall (A)
result in a violation or breach of, or constitute (with or without notice or lapse of time or both)
a default (or give rise to any third party right of termination, cancellation, modification or
acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind, including, without limitation, any voting



4









 







agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to
which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s
properties or assets may be bound (or, in the case of each Stockholder that is not a natural
person, such Stockholder’s constituent documents), (B) violate any judgment, order, writ,
injunction, decree or award of any court, administrative agency or governmental body that is
applicable to such Stockholder or any of such Stockholder’s properties or assets, or (C) constitute
a violation by such Stockholder of any law or regulation of any jurisdiction.



          (d) No Litigation or Adverse Judgment. There is no suit, action, investigation or
proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at
law or in equity before or by any Government Entity that could reasonably be expected to impair the
ability of such Stockholder to perform such Stockholder’s obligations hereunder, and there is no
judgment, decree, injunction, rule, order or writ of any Government Entity to which such
Stockholder is or such Stockholder’s assets are subject that could reasonably be expected to impair
the ability of such Stockholder to perform such Stockholder’s obligations hereunder.



          (e) Transfer Restrictions. Except as permitted by this Agreement, the Existing Shares
beneficially owned by such Stockholder and the certificates representing such shares are now, and
at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian
for the benefit of such Stockholder, free and clear of all liens, claims, options, proxies, voting
trusts or agreements, security interests, understandings or arrangements or any other rights
whatsoever (other than as created by this Agreement or under the Securities Act of 1933, as
amended).



          (f) No Fees. No broker, investment banker, financial advisor or other Person is
entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in
connection with the transactions contemplated hereby based upon arrangements made by or on behalf
of such Stockholder.



          (g) Receipt; Reliance. Such Stockholder has received and reviewed a copy of the
Merger Agreement. Such Stockholder understands and acknowledges that Purchaser and PH Sub are
entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and
performance of this Agreement. Each Stockholder acknowledges that such Stockholder’s irrevocable
proxy set forth in Section 3(b) is granted in consideration of the execution and delivery
of the Merger Agreement by Purchaser.



          5. STOP TRANSFER. At the request of Purchaser, each Stockholder shall request that
the Company not register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Covered Shares beneficially owned by such
Stockholder, unless such transfer is made in compliance with this Agreement.



          6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and
warrants to each of the Stockholders as follows:



          (a) Organization and Qualification. Purchaser is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware.



          (b) Authority. Purchaser has the corporate power and authority to enter into and
perform all of its obligations under this Agreement. This Agreement has been duly and validly
executed and delivered by Purchaser and, assuming due authorization, execution and delivery hereby
by each of the Stockholders, constitutes a legal, valid and binding obligation of Purchaser in
accordance with its terms, except that (i) such enforcement may be subject to applicable
bankruptcy, insolvency, reorganization,



5









 







moratorium or other similar laws, now or hereinafter in effect, affecting creditors’ rights
generally and (ii) the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court before which any
proceedings thereof may be brought.



          7. TERMINATION. This Agreement shall terminate with respect to any Stockholder upon
the earliest of (a) the Effective Time, (b) the 6-month anniversary of the date hereof, (c) the
termination of the Merger Agreement in accordance with its terms and (d) the date of any
modification, waiver or amendment to the Merger Agreement in a manner that reduces the amount or
form consideration payable thereunder to the Stockholder.



          8. NO LIMITATION. Notwithstanding anything in this Agreement to the contrary; (a)
the Stockholder makes no agreement or understanding herein in any capacity other than in the
Stockholder’s capacity as a record holder and/or beneficial owner of his or its Covered Shares, and
(b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder
or any representative of the Stockholder, as applicable, serving on the Company’s Board of
Directors, or any committee thereof, or on the board of directors of any subsidiary of the Company
or as an officer or fiduciary of the Company or any such subsidiary, acting in such person’s
capacity as a director, officer or fiduciary of the Company or any Subsidiary.



          9. MISCELLANEOUS.



          (a) Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter
hereof.



          (b) No Assignment. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of each Stockholder (in the case of any assignment by
Purchaser) or Purchaser (in the case of an assignment by a Stockholder), provided that Purchaser
may assign its rights and obligations hereunder to Piramal Healthcare Limited or any direct or
indirect Subsidiary of Piramal Healthcare Limited, but no such assignment shall relieve Purchaser
of its obligations hereunder.



          (c) Binding Successors. Without limiting any other rights Purchaser may have
hereunder in respect of any Transfer of Covered Shares, each Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Covered Shares beneficially owned by such
Stockholder and shall be binding upon any Person to which legal or beneficial ownership of such
Covered Shares shall pass, whether by operation of law or otherwise, including, without limitation,
such Stockholder’s heirs, guardians, administrators or successors.



          (d) Amendments. This Agreement may not be amended, changed, supplemented or otherwise
modified with respect to a Stockholder except by an instrument in writing signed on behalf of such
Stockholder and Purchaser.



          (e) Notice. All notices, requests, claims, demands and other communications hereunder
shall be in writing and shall be given (and shall be deemed to have been duly received if given) by
hand delivery or by facsimile transmission with confirmation of receipt, as follows:




If to a Stockholder:




At the addresses and facsimile numbers set forth on Schedule I hereto.



6









 







Copy to:




Minrad International, Inc.

50 Cobham Drive

Orchard Park, NY 14127

Attention: Charles Trego

                 David DiGiacinto

Facsimile: (716) 855-1068




Further copy to:




Hodgson Russ LLP

140 Pearl Street

Suite 100

Buffalo, NY 14202

Attention: Robert B. Fleming, Jr., Esq.

                 Janet N. Gabel, Esq.

Facsimile: (716) 849-0349




If to Purchaser:




Mayflower Acquisition Corp.

c/o Piramal Enterprises Ltd.

D-Mart Bldg,

Mulund Goregaon Link Road

Mulund (West)

Mumbai 400080

Attention: Madhu Nair

Facsimile: 91-22-3953-6940




Copy to:




Waller Lansden Dortch & Davis, LLP

Nashville City Center

511 Union Street, Suite 2700

Nashville, Tennessee 37219

Attention: L. Hunter Rost, Jr., Esq.

                 J. William Morrow, Esq.

Facsimile: (615) 244-6804


or to such other address or facsimile number as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.




          (f) Severability. Whenever possible, each provision or portion of any provision of
this Agreement will be interpreted in such manner as to be effective and valid under applicable law
but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction such
invalidity, illegality or unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.



7









 





          (g) Remedies. All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise of any such right, power or remedy by any party hereto shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such party.



          (h) No Waiver. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with such party’s obligations hereunder, and any
custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver
by such party of such party’s right to exercise any such or other right, power or remedy or to
demand such compliance.



          (i) No Third Party Beneficiaries. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is
intended to confer upon any other Person any rights or remedies of any nature whatsoever under or
by reason of this Agreement.



          (j) Governing Law. This Agreement shall be governed and construed in accordance with
the internal laws of the State of Delaware without giving effect to the principles of conflict of
laws.



          (k) Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and
unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the
State of Delaware sitting in Wilmington, Delaware and the United States District Court for the
District of Delaware for any actions, suits or proceedings arising out of or relating to this
Agreement, (ii) agrees not to commence any action, suit or proceeding relating thereto except in
such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of
any process, summons, notice or document by U.S. registered mail shall be effective service of
process for any action, suit or proceeding arising out of or relating to this Agreement brought
against it in any such court, (iv) waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement in the above-referenced courts of the State of Delaware
or the United States District Court for the District of Delaware and (v) agrees not to plead or
claim in any court that any such action, suit or proceeding arising out of or relating to this
Agreement brought in any such court has been brought in an inconvenient forum.



          (l) Specific Performance. The parties hereto agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that the parties
hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement, this being in addition to any
other remedy to which they are entitled at law or in equity.



          (m) Headings. The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or interpretation of
this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by
“without limitation” whether or not they are in fact followed by such words or words of like
import.



          (n) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which, taken together, shall constitute one and the same
agreement.



          (o) Expenses. Except as otherwise provided herein, each party hereto shall pay such
party’s, own expenses incurred in connection with this Agreement.



8









 





          (p) Stockholder Obligations Several and Not Joint. The obligations of each
Stockholder hereunder shall be several and not joint and no Stockholder shall be liable for any
breach of the terms of this Agreement by any other Stockholder.



          (q) For the avoidance of doubt, until the Purchaser acquires the Covered Shares, the
Stockholder shall retain all rights to any dividends payable on any Covered Shares.



9









 





          IN WITNESS WHEREOF, Purchaser and the Stockholders have caused this Agreement to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	PIRAMAL HEALTHCARE, INC.

 	 
	 	By:  	/s/ Murari Rajan
 	 
	 	 	Name:  	Murari Rajan 	 
	 	 	Title:  	President 	 



10









 






	 	 	 	 	 



	 	 	 	 	 
	/s/ Kirk Kamsler

	 	/s/ Robert Lifeso, MD	 	 
	 

Kirk Kamsler, an individual

	 	 

Robert Lifeso, MD, an individual
	 	 
	 
	 	 	 	 
	/s/ Duane Hopper

	 	/s/ Donald Farley	 	 
	 

Duane Hopper, individual

	 	 

Donald Farley, an individual
	 	 
	 
	 	 	 	 
	/s/ David DiGiacinto

	 	/s/ Theodore Stanley	 	 
	 

David DiGiacinto, an individual

	 	 

Theodore Stanley, an individual
	 	 
	 
	 	 	 	 
	/s/ William Burns

	 	/s/ David Donaldson	 	 
	 

William Burns, an individual

	 	 

Dave Donaldson, an individual
	 	 
	 
	 	 	 	 
	/s/ Charles Trego

	 	/s/ Dennis Goupil	 	 
	 

Charles Trego, an individual

	 	 

Dennis Goupil, an individual
	 	 
	 
	 	 	 	 
	/s/ Karen Sonnhalter

	 	/s/ Bill Rolfe	 	 
	 

Karen Sonnhalter, an individual

	 	 

Bill Rolfe, an individual
	 	 
	 
	 	 	 	 
	Barclay’s Capital Inc.

	 	Aisling Capital II	 	 
	 
	 	 	 	 
	/s/ Michael J. Keegan

	 	/s/ Andrew P. Nicholson	 	 
	 

By: Michael J. Keegan

	 	 

By: Andrew P. Nicholson
	 	 
	       Title: Managing Director

	 	       Title: Treasure	 	 






11









 






SCHEDULE I




	 	 	 	 	 	 	 
	 	 	 	 	NUMBER OF SHARES OF
	 	 	 	 	COMMON STOCK
	 	 	ADDRESS AND FACSIMILE	 	BENEFICIALLY
	STOCKHOLDER NAME	 	NUMBER	 	OWNED
	 
	Kirk Kamsler

	 	2453 Den St.

St. Augustine, Florida 32092
	 	 	8,237	 
	 
	 	 	 	 	 	 
	Duane Hopper

	 	1740 Chopin Dr.

Charlottesville, Virginia 22903
	 	 	89,710	 
	 
	 	 	 	 	 	 
	David DiGiacinto

	 	135 East Wall St.

Bethlehem, Pennsylvania 18018
	 	 	55,799	 
	 
	 	 	 	 	 	 
	William Burns

	 	69 Forest Dr.

Orchard Park, New York 14127
	 	 	1,489,931	 
	 
	 	 	 	 	 	 
	Charles Trego

	 	3758 Teachers Ln #4

Orchard Park, NY 14127
	 	 	26,806	 
	 
	 	 	 	 	 	 
	Robert Lifeso, MD

	 	184 Halston Pkwy

East Amherst, NY 14051
	 	 	681,984	 
	 
	 	 	 	 	 	 
	Donald Farley

	 	43 Fifth Ave #10 NW

New York, New York 10003
	 	 	319,758	 
	 
	 	 	 	 	 	 
	Theodore Stanley

	 	607 N Capitol Park Ave.

Salt Lake City, Utah 84103
	 	 	31,941	 
	 
	 	 	 	 	 	 
	Dave Donaldson

	 	4231 Musqueam Dr.

Vancouver, British Columbia,

Canada V6N 3R8
	 	 	3,818	 
	 
	 	 	 	 	 	 
	Dennis Goupil

	 	131 Southwick Dr.

Orchard Park, NY 14127
	 	 	2,037	 
	 
	 	 	 	 	 	 
	Bill Rolfe

	 	68 Janine Ct

Cheektowaga, NY 14227
	 	 	2,431	 
	 
	 	 	 	 	 	 
	Karen Sonnhalter

	 	2369 Sunnyside Rd.

Findley Lake, 14736
	 	 	1,610	 
	 
	 	 	 	 	 	 
	Barclays Capital Inc.

	 	745 Seventh Ave.

New York, NY 10019
	 	 	4,633,682	 
	 
	 	 	 	 	 	 
	Aisling Capital II

	 	888 Seventh Ave.

30th Floor

New York, NY 10106

(212) 651-6379
	 	 	2,603,000	 







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