KADMON HOLDINGS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementKadmon Holdings, Inc. • August 4th, 2017 • Pharmaceutical preparations • New York
Kadmon Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), relating to the subject matter contained herein, set forth below.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 8th, 2021 • Kadmon Holdings, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 7, 2021 (the “Agreement Date”) by and among Sanofi, a French société anonyme (“Parent”), Latour Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Subsidiary”), and Kadmon Holdings, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Subsidiary and the Company are referred to herein as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2017 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2017, by and among Kadmon Holdings, Inc., a Delaware corporation, with its principal offices in New York, New York (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Kadmon Holdings, Inc. 18,500,000 Shares of Common Stock ($0.001 par value) 18,500,000 Warrants to Purchase 7,400,000 Shares of Common Stock Underwriting AgreementKadmon Holdings, Inc. • September 28th, 2017 • Pharmaceutical preparations • New York
Kadmon Holdings, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Piper Jaffray & Co. (“Piper”) and Jefferies LLC (“Jefferies”, and together with Piper, the “Representatives”) are acting as representatives, (i) 18,500,000 shares (the “Firm Shares”) of common stock, $0.001 par value (“Common Stock”), of the Issuer and (ii) 18,500,000 warrants to purchase an aggregate of 7,400,000 shares of Common Stock (the “Firm Warrants”) of the Issuer. The Issuer also proposes to grant to the Underwriters an option to purchase up to (i) 2,775,000 additional shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) 2,775,000 additional warrants to purchase up to an additional 1,110,000 shares of Common Stock (the “Option Warrants” and together with the Firm Warrants, the “Warrants”). Each Share is being sold together with a Warrant to purchase 0.4
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [·], 20[·], by and between Kadmon Holdings, Inc., a Delaware corporation (the “Corporation”), and [·] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This AGREEMENT, effective November 1, 2015 (the “Agreement”), is entered into between Kadmon Corporation, LLC, a Delaware corporation (the “Company”), and Harlan W. Waksal, M.D., an individual with a place of domicile of 111 Schooner Lane Jupiter, FL 33477 (the “Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into on this 17th day of June, 2013 (the “Effective Date”) by and between Kadmon Pharmaceuticals, LLC, a Pennsylvania limited liability company (“Kadmon”), AbbVie Bahamas Ltd., a Bahamas corporation (“AbbVie”), and solely for purposes of Section 8.12, AbbVie Inc., a Delaware corporation (“Parent”). Kadmon and AbbVie may each be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1 herein.
Amendment to Employment AgreementEmployment Agreement • March 4th, 2021 • Kadmon Holdings, Inc. • Pharmaceutical preparations
This Amendment to the Employment Agreement (the “Amendment”) is made and entered into as of January 8, 2021 and is effective as of January 1, 2021 (the “Effective Date”) by and between Kadmon Corporation, LLC, a Delaware limited liability company having a principal place of business at 450 East 29th Street, New York, NY 10016 (“Kadmon”) and Harlan W. Waksal, M.D, with a place of domicile at [ADDRESS REDACTED] (“Employee”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2020 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT, dated as of November 19, 2019 (the “Agreement”), is entered into between Kadmon Corporation, LLC, a Delaware limited liability company (the “Company”), and Harlan W. Waksal, M.D., an individual with a place of domicile of [ADDRESS REDACTED] (the “Employee”). Each of Company and Employee a “Party” and collectively, the “Parties”.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT AS OF JUNE 20, HEALTHCARE LIMITED D/B/A ZYDUS CADILA AND KADMON PHARMACEUTICALS, LLC f/k/a THREE RIVERS PHARMACEUTICALS, LLCConfidential Treatment • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
WHEREAS, Zydus Pharmaceuticals USA. Inc. (“Zydus”)(as Seller), Cadila Healthcare Limited d/b/a Zydus Cadila (“Zydus Cadila”) and Kadmon Pharmaceuticals. LLC f/k/a Three Rivers Pharmaceutical, LLC (“Kadmon”)(as Buyer) entered into, inter alia, an Asset Purchase Agreement dated as of June 20, 2008 (the “Asset Purchase Agreement”), and now desire to amend and restate it;
Second Amendment to Employment AgreementEmployment Agreement • September 8th, 2021 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
This Second Amendment to the Employment Agreement (the “Amendment”) is entered into and effective as of September 7, 2021 (the “Effective Date”) by and between Kadmon Corporation, LLC, a Delaware limited liability company having a principal place of business at 450 East 29th Street, New York, NY 10016 (“Kadmon” or the “Company”) and Steven Meehan, an individual with a mailing address at P.O. Box 493, Alpine, NJ 07620 (“Employee”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KADMON HOLDINGS, LLCLimited Liability Company Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This Amendment No. 1 (“Amendment”), dated as of August 1, 2015 (the “Amendment Date”), to the Second Amended and Restated Limited Liability Company Agreement, dated as of June 27, 2014 (the “Agreement”), of Kadmon Holdings, LLC, a Delaware limited liability company (the “Company”), is executed as of the Amendment Date by Members constituting the Required Holders (as defined below). Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement.
FIRST AMENDED AND RESTATED LICENSE AGREEMENTConfidential Treatment • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”), dated as of September , 2011 (the “Execution Date”) and effective as of August 13, 2010 (the “Effective Date”) by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE CREDIT AGREEMENT dated as of August 28, 2015 between KADMON PHARMACEUTICALS, LLC as Borrower, The Guarantors from Time to Time Party Hereto, THE LENDERS FROM TIME TO TIME PARTY HERETO, and...Credit Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE CREDIT AGREEMENT, dated as of August 28, 2015 (this “Agreement”), among KADMON PHARMACEUTICALS, LLC, a Pennsylvania limited liability company (“Borrower”), the Guarantors from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and MACQUARIE US TRADING LLC, and its successors and assigns, in its capacity as administrative agent, collateral agent and custodian for the Lenders (the “Administrative Agent”).
CREDIT AGREEMENTCredit Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of August 28, 2015 (this “Agreement”), among KADMON PHARMACEUTICALS, LLC, a Pennsylvania limited liability company (“Borrower”), the Guarantors from time to time party hereto, the Persons listed on the signature pages hereto as “Lenders” and PERCEPTIVE CREDIT OPPORTUNITIES FUND, LP, a Delaware limited partnership (“Perceptive”), as collateral representative of the Lenders (in such capacity, together with its successors and permitted assigns, “Collateral Representative”).
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Fourth Amendment”) is made and effective as of May 1, 2014 (the “Fourth Amendment Effective Date”), by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
ContractKadmon Holdings, LLC • June 10th, 2016 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
SEPARATION AGREEMENTSeparation Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This SEPARATION AGREEMENT (“Agreement”), dated February 3, 2016, is made effective as of the Submission Date (as defined below), by and between Kadmon Holdings, LLC, a Delaware limited liability company (“Holdings” and, together with its subsidiaries and any successor entity, the “Company”), and Samuel D. Waksal, Ph.D. (“Waksal”). In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
KADMON HOLDINGS, INC. PERFORMANCE STOCK OPTION AGREEMENTPerformance Stock Option Agreement • March 7th, 2019 • Kadmon Holdings, Inc. • Pharmaceutical preparations • Delaware
Kadmon Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Performance Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock with the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to, and shall in all respects be subject to, the terms and conditions of the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, as amended (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”); (b
KADMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2016 (the “Effective Date”), among KADMON HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and each of the several lenders named on the signature pages hereto (individually, a “Lender” and collectively, the “Lenders”). Certain capitalized terms used herein and not otherwise defined have the meaning given to them in Section 11(a) hereof.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KADMON HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF June 27, 2014Limited Liability Company Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of KADMON HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of June 27, 2014, is made by and among (i) the signatories on the signature pages hereto identified as the initial members and all signatories to counterpart signature pages hereto (collectively, with all of their respective Permitted Transferees, the “Initial Members”) and (ii) such other Person(s) (defined below) who execute a Joinder Agreement as defined in Section 9.5 hereof (together with all their respective Permitted Transferees, the “Other Members”; and collectively with the Initial Members, the “Members”).
THIRD AMENDMENT TO LEASETo Lease • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This Third Amendment (this “Amendment”) to Lease is made as of January 4, 2013, by and between ARE-East River Science Park, LLC, a Delaware limited liability company (“Landlord”), and Kadmon Corporation, LLC, a Delaware limited liability company, successor-in-interest to Kadmon Pharmaceuticals, LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KADMON HOLDINGS, LLCLimited Liability Company Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This Amendment No. 2 (“Amendment”), dated as of August 28, 2015 (the “Amendment Date”), to the Second Amended and Restated Limited Liability Company Agreement, dated as of June 27, 2014, as amended (the “Agreement”), of Kadmon Holdings, LLC, a Delaware limited liability company (the “Company”), is executed as of the Amendment Date by Members constituting the Required Holders (as defined below). Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “First Amendment”) is made and effective as of December 11, 2012 (the “First Amendment Effective Date”), by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
CLASS A UNIT PURCHASE WARRANT KADMON HOLDINGS, LLCWarrant • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
THIS WARRANT (this “Warrant”), dated as of [·], is issued by KADMON HOLDINGS, LLC, a Delaware limited liability company (the “Company”), to [·], with a mailing address set forth on the signature page (the “Warrant Holder”).
26,000,000 Shares of Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • November 14th, 2019 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
Kadmon Holdings, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Jefferies LLC (“Jefferies”) and Cantor Fitzgerald & Co. (“Cantor” and, together with Jefferies, the “Representatives”) are acting as representatives, 26,000,000 shares (the “Firm Shares”) of common stock, $0.001 par value (“Common Stock”), of the Issuer. The Issuer also proposes to grant to the Underwriters an option to purchase up to 3,900,000 additional shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares” or the “Securities”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Second Amendment”) is made and effective as of March 28, 2013 (the “Second Amendment Effective Date”), by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 14th, 2018 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the SHARES are maintained to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the SHARES.
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Fifth Amendment”) is made and effective as of June 11, 2014 (the “Fifth Amendment Effective Date”), by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
LICENSE AGREEMENT BY AND BETWEEN KADMON PHARMACEUTICALS, LLC AND ABBVIE INC.License Agreement • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into as of the 17th day of June, 2013 (the “Effective Date”), by and among Kadmon Pharmaceuticals, LLC, a Pennsylvania limited liability company (“Kadmon”) and AbbVie Inc., a Delaware corporation (“AbbVie”). Kadmon and AbbVie may be referred to herein individually as a “Party” or collectively as the “Parties”.
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Third Amendment”) is made and effective as of October 31, 2013 (the “Third Amendment Effective Date”), by and between Symphony Evolution, Inc., a Delaware corporation (“Symphony”) and Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company (“Licensee”) (each of Symphony and Licensee being a “Party,” and collectively, the “Parties”).
NON-EXCLUSIVE LICENSE AND COMPOUND LIBRARY SALE AGREEMENT By and Between Chiromics, LLC and Kadmon Corporation, LLCConfidential Treatment • June 10th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This Non-Exclusive License and Compound Library Sale Agreement is entered into as of this 18th day of November, 2011 by and between Chiromics, LLC a Delaware limited liability company with an address of P.O. Box 252, Princeton, NJ 08542 (“Chiromics”), and Kadmon Corporation, LLC, a Delaware limited liability company with an address of 450 East 29th Street, 5th Floor, New York, NY 10016 (“Kadmon”).
KADMON HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2016 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 2016 (the “Effective Date”), among KADMON HOLDINGS, INC., a Delaware corporation (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defined have the meaning given to them in Section 14(a) hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2017 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2017, among KADMON HOLDINGS, INC., a Delaware corporation (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defined have the meaning given to them in Section 10(a) hereof.
KADMON HOLDINGS, INC. and as Trustee INDENTURE Dated as of February 16, 2021Indenture • February 16th, 2021 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of February 16, 2021, between Kadmon Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
