Schedule 6.3
Permitted Affiliate Transactions
1.
Intercompany transfer of Tyvaso commercial
operations (including, but not limited to, inventory and selected liabilities,
warranties, revenues and returns) from Lung Rx, LLC, to United Therapeutics
Corporation.
2.
Intercompany transfer of Adcirca commercial
operations (including, but not limited to, inventory and selected liabilities,
warranties, revenues and returns) from United Therapeutics Corporation to Lung
Rx.
EXHIBIT 1.1(a)
FORM OF
ACCOUNT DESIGNATION NOTICE
TO:
Wells Fargo Bank, National Association, as Administrative Agent
RE:
Credit Agreement, dated as of December 27, 2010 by and among United Therapeutics
Corporation, a Delaware corporation (the "Borrower"), the Guarantors, the
Lenders and Wells Fargo Bank, National Association, as Administrative Agent for
the Lenders (as amended, modified, extended, restated, replaced, or supplemented
from time to time, the "Credit Agreement"; capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement)
DATE:
[Date]
The Administrative Agent is hereby authorized to disburse the Loan proceeds into
the following account, unless the Borrower shall designate, in writing to the
Administrative Agent, one or more other accounts:
Bank Name:
[
]
ABA Routing Number:
[
]
Account Number:
[
]
[TO BE COMPLETED BY BORROWER]
This Account Designation Notice may, upon execution, be delivered by facsimile
or electronic mail, which shall be deemed for all purposes to be an original
signature.
[remainder of page intentionally left blank]
UNITED THERAPEUTICS CORPORATION, a Delaware corporation
By:
Name:
Title:
EXHIBIT 1.1(b)
FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [the]
[each] Assignor identified in item 1 below ([the] [each, an] "Assignor") and
[the] [each] Assignee identified in item 2 below ([the] [each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the Assignors]
[the Assignees] hereunder are several and not joint.](1)
Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the "Credit Agreement"), receipt of a
copy of which is hereby acknowledged by [the] [each] Assignee.
The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and
assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's] [the
respective Assignors'] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified