UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule (13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
(Amendment No. 3)*
Interpharm Holdings, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
460588106
|
(CUSIP Number)
|
|
Andrew Nicholson
Aisling Capital
888 Seventh Avenue, 30
th
Floor
New York, NY 10106
(212) 651-6380
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
May 1, 2008
|
(Date of Event which Requires Filing of this
Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 460588106
|
Page 2 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital II, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
14,978,763
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
14,978,763
(1)
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 3 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital Partners, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
14,978,763
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
14,978,763
(1)
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 4 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital Partners LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
14,978,763
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
14,978,763
(1)
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 5 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Steve Elms
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
14,978,763
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
14,978,763
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 6 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Dennis Purcell
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
14,978,763
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
14,978,763
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 7 of 13 Pages
|
SCHEDULE 13D
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Andrew Schiff
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
14,978,763
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
14,978,763
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,978,763
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
(1)
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 881,517
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
|
CUSIP No. 460588106
|
Page 8 of 13 Pages
|
SCHEDULE 13D
Item 1.
|
Security and Issuer
.
|
This Amendment No. 3 to Schedule 13D relates to the common stock, par
value $0.01 per share (the "Common Stock") of Interpharm Holdings, Inc. (the "Issuer").
This Amendment No. 3 (“Amendment No. 3”) supplementally amends the initial
statement on Schedule 13D, filed by the Reporting Persons with the Securities and
Exchange Commission (the “SEC”) on November 19, 2007, as amended by
Amendment No. 1 to the Schedule 13D, filed by the Reporting Persons with the SEC on
March 3, 2008, and Amendment No. 2 to the Schedule 13D, filed by the Reporting Persons
with the SEC on April 29, 2008 (together, the "Initial Statement"), and is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The address of the principal executive offices of the Company is 75
Adams Avenue, Hauppauge, New York 11788. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 2.
|
Identity and
Background
.
|
|
|
(a)
|
No material change.
|
|
|
(b)
|
No material change.
|
|
|
(c)
|
No material change.
|
|
|
(d)
|
No material change.
|
|
|
(e)
|
No material change.
|
|
|
(f)
|
No material change.
|
|
Item 3.
|
Source and Amount of Funds or Other
Consideration
.
|
|
|
|
|
|
No material change.
Item 4.
|
Purpose of
Transaction
.
|
|
|
Item 4 is hereby amended by adding the following at the end
thereof:
|
On May 2, 2008, the Issuer entered into Amendment No. 1 (the
“Amendment”) to the Asset Purchase Agreement with Amneal Pharmaceuticals of
New York, LLC (“Amneal”) and, with respect to certain provisions of the
Amendment, certain shareholders of the Issuer, including, but not limited to, Aisling
(the “Majority Shareholders”). Under the Amendment, the Issuer agreed to
adjust the purchase price for the acquisition by Amneal of substantially all of the
assets of the Issuer. In addition, the Issuer
CUSIP No. 460588106
|
Page 9 of 13 Pages
|
agreed to deliver a binding written consent signed by the holders of a
majority of the outstanding shares of the Series A-1 Preferred Stock, all of the
outstanding shares of the Series D-1 Preferred Stock and a majority of the outstanding
shares of the Common Stock approving the Amendment, the Issuer’s execution and
delivery of the Amendment and the Issuer’s consummation of each of the
transactions contemplated by the Asset Purchase Agreement, as amended by the
Amendment.
On May 1, 2008, the Series D-1 Holders, including Aisling, the Series
A-1 Holders, Ravis Holdings, P&K Holdings, Raj Sutaria, Ravi Sutari and Bhupatalal
K. Sutaria, entered into an Amended and Restated Proceeds Sharing Agreement (the
"Amended and Restated Proceeds Sharing Agreement"). Under the Amended and Restated
Proceeds Sharing Agreement, the parties agreed to, subject to certain exceptions, hold
all shares of Common Stock and Preferred Stock currently held by them until the
stockholder meeting held for the purposes of approving the Asset Purchase, refrain from
exercising any dissenter rights or rights of appraisal under applicable law with
respect to the Asset Purchase and vote in favor of the Asset Purchase at such
meeting.
Under the Proceeds Sharing Agreement, each of the Series D-1 Holders
agreed, severally and not jointly, that, if, as a result of the Asset Purchase (i) all
holders of the Issuer’s Common Stock receive aggregate distributions with respect
to the Common Stock of less than $3 million and (ii) such Series D-1 Holder receives
distributions from the Issuer with respect to its holdings of the Series D-1 Preferred
Stock in excess of $6,500,000 (the “Excess Amount”), it shall direct the
Issuer to distribute or shall itself distribute, the Excess Amount to all holders of
the Common Stock, on a pro rata basis, until the holders of Common Stock have received
aggregate proceeds of $3,000,000 as a result of distributions made in connection with
the Asset Purchase. In addition, pursuant to the Proceeds Sharing Agreement, subject to
certain exceptions, the Preferred Holders agreed, severally and not jointly, that, if,
as a result of the Asset Purchase, each of the Series D-1 Holders receives
distributions from the Issuer with respect to its holdings of its Series D-1 Preferred
Stock in excess of $2,000,000, each Preferred Holder will pay (i) Bhupatalal K. Sutaria
its pro rata share of $850,000 (subject to reduction as set forth in the Amended and
Restated Proceeds Standby Agreement) and (ii) Raj Sutaria its pro rata share of
$350,000 (subject to reduction as set forth in the Amended and Restated Proceeds
Standby Agreement). In the event that the Series D-1 Holders receive distributions as a
result of the Asset Sale of less than $2,400,000, then the amount that
the Preferred Holders would otherwise have to pay to Bhupatalal K. Sutaria and Raj
Sutaria pursuant to the Amended and Restated Proceeds Sharing Agreement shall be
reduced (ratably between Bhupatalal K. Sutaria and Raj Sutaria) so that each of the
Series D-1 Holders will retain, after the payments to Bhupatalal K. Sutaria and Raj
Sutaria, at least $2,000,000.
The summaries of each of the Amendment and the Amended and Restated
Proceeds Sharing Agreement set forth above do not purport to be complete and are
subject to, and are qualified in their entirety by reference to the Amendment and the
Amended and Restated Proceeds Sharing Agreement which are filed as Exhibits 11 and 12
hereto, respectively, and incorporated herein by reference.
CUSIP No. 460588106
|
Page 10 of 13 Pages
|
As a result of the Amended and Restated Proceeds Sharing Agreement, the
Reporting Persons may be deemed to be a member of a group, within the meaning of Rule
13d-5 of the Exchange Act, with the other parties to the Amended and Restated Proceeds
Sharing Agreement. Each of the Reporting Persons disclaims membership in such a group,
and this statement shall not be construed as an admission that any of the Reporting
Persons is, for any or all purposes, a member of such a group.
In addition, as noted in the Initial Statement, as a result of the
Proxy, the Reporting Persons may be deemed to be a member of a group, within the
meaning of Rule 13d-5 of the Exchange Act, with the other parties to the Proxy. Each of
the Reporting Persons disclaims membership in such a group, and this statement shall
not be construed as an admission that any of the Reporting Persons is, for any or all
purposes, a member of such a group.
Item 5.
|
Interest in Securities of the
Issuer
.
|
|
|
Item 5 is hereby amended and restated in its entirety as
follows:
|
(a) The
aggregate percentage of shares of Common Stock reported as owned by each Reporting
Person is based upon 66,738,422 shares of Common Stock outstanding as of February 11,
2008, which is the total number shares of Common Stock outstanding as of such date as
reported by the Issuer in its Quarterly report on Form 10-Q filed with the SEC on
February 15, 2008. Based on calculations made in accordance with Rule 13d-3(d), each
Reporting Person may be deemed to beneficially own 14,978,763 shares of Common Stock
(approximately 18.5% of the outstanding shares of Common Stock), consisting of
(i) 548,315 shares of Common Stock, (ii) 2,281,914 shares of Common Stock
issuable upon the exercise of the Warrant, (iii) 10,960,000 shares of Common Stock
issuable upon the conversion of 10,412 shares of the Series D-1 Preferred Stock,
(iv) 881,517 shares of Common Stock upon conversion of the 12% Convertible Note
and (v) 307,017 shares of Common Stock upon exercise of the Note
Warrant.
(b) (i)
Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to
have sole power to direct the voting and disposition of the 14,978,763 shares of Common
Stock that may be deemed to be beneficially owned by the Reporting Persons.
(ii) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms,
Purcell and Schiff may be deemed to share the
CUSIP No. 460588106
|
Page 11 of 13 Pages
|
power to direct the voting and disposition of the 14,978,763 shares of
Common Stock beneficially owned by the Reporting Persons.
(c) No
Reporting Person nor, to the best knowledge of each Reporting Person, any person
identified in Item 2 of this Schedule 13D, has effected any transaction in shares of
Common Stock during the preceding 60 days.
(d) The
partners of Aisling have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock held for the account of Aisling
in accordance with their ownership interests in Aisling, to the extent that Aisling
Partners, the general partner of Aisling, elects to distribute such dividends or
proceeds.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the
Issuer
.
|
The information in Item 4 is incorporated herein by reference;
otherwise, the information set forth in Item 6 of the Initial Statement remains
unchanged.
|
Item 7.
|
Material to be Filed as
Exhibits
.
|
|
Exhibit 1:
|
Joint Filing Agreement dated as of November 16, 2007, as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended (previously filed).
|
Exhibit 2
|
Securities Purchase Agreement, dated May 15, 2006, by and
among the Issuer and Aisling Capital II, LP (previously filed).
|
Exhibit 3
|
Form of Certificate of Designations, Preferences and Rights
of Series C-1 Convertible Preferred Stock (previously filed).
|
Exhibit 4
|
Warrant to Purchase Common Stock (previously
filed).
|
Exhibit 5
|
Registration Rights Agreement, dated May 15, 2006 by and
among the Issuer, Tullis-Dickerson Capital Focus III and Aisling Capital
II, LP, as amended (previously filed).
|
Exhibit 6
|
Consent and Waiver Agreement, dated November 8, 2007, by and
among the Issuer, Tullis-Dickerson Capital Focus III and Aisling Capital
II, LP. (previously filed).
|
Exhibit 7
|
Irrevocable Proxy, date November 8, 2007 (previously
filed).
|
Exhibit 8
|
Securities Purchase Agreement, dated November 14, 2007, by
and among the Issuer, Tullis-Dickerson Capital Focus III, Aisling Capital
II, LP, Cameron Reid, P&K Holdings I, LLC, Rametra Holdings I, LLC,
Rajs Holdings I, LLC, Perry Sutaria and Raj Sutaria (previously
filed).
|
|
|
|
|
|
CUSIP No. 460588106
|
Page 12 of 13 Pages
|
Exhibit 9
|
Asset Purchase Agreement, dated April 24, 2008, by and among
Interpharm Holdings, Inc., Amneal Pharmaceuticals of New York, LLC and
certain shareholders of Interpharm Holdings, Inc. listed on the signature
pages attached thereto (previously filed).
|
Exhibit 10
|
Proceeds Sharing Agreement, dated April 24, 2008, by and
among Tullis-Dickerson Capital Focus III, L.P, Aisling Capital II, LP,
Ravis Holdings I, LLC, P&K Holdings, LLC, Dr. Maganlal K. Sutaria,
Perry Sutaria, Raj Holdings I, LLC, Raj Sutaria, Ravi Sutari and Bhupatalal
K. Sutaria. (previously filed).
|
Exhibit 11
|
Amendment No. 1, dated April 30, 2008, to the Asset Purchase
Agreement by and among Interpharm Holdings, Inc., Amneal Pharmaceuticals of
New York, LLC and certain shareholders of Interpharm Holdings, Inc. listed
on the signature pages attached thereto.
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Exhibit 12
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Amended and Restated Proceeds Sharing Agreement, dated April
30, 2008, by and among Tullis-Dickerson Capital Focus III, L.P, Aisling
Capital II, LP, Ravis Holdings I, LLC, P&K Holdings, LLC, Dr. Maganlal
K. Sutaria, Perry Sutaria, Raj Holdings I, LLC, Raj Sutaria, Ravi Sutari
and Bhupatalal K. Sutaria.
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CUSIP No. 460588106
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Page 13 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:
May 6, 2008
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AISLING CAPITAL II, LP
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By:
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Aisling Capital Partners, LP
General Partner
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By:
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Aisling Capital Partners LLC
Managing Member
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By:
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Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
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AISLING CAPITAL PARTNERS, LP
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By:
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Aisling Capital Partners LLC
Managing Member
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By:
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Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
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AISLING CAPITAL PARTNERS LLC
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By:
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Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
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By:
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/s/ Steve Elms
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Name: Steve Elms
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By:
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/s/ Andrew Schiff
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Name: Andrew Schiff
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Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).