Contract
Exhibit 10.1
This LIMITED WAIVER UNDER REVENUE INTEREST PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of August 14, 2022 (referred to herein as the “Effective Date”), by and among ATNX SPV, LLC, a Delaware limited liability corporation (“Seller”), Athenex, Inc., a Delaware corporation (“Parent”), Oaktree-TCDRS Strategic Credit, LLC, a Delaware limited liability company (“Oaktree TCDRS”), Oaktree-Minn Strategic Credit, LLC, a Delaware limited liability company (“Oaktree Minn”), Oaktree-Xxxxxxx Multi-Strategy, LLC, a Delaware limited liability company (“Oaktree Xxxxxxx”), Oaktree-TBMR Strategic Credit Fund C, LLC, a Delaware limited liability company (“Oaktree TBMR C”), Oaktree-TBMR Strategic Credit Fund F, LLC, a Delaware limited liability company (“Oaktree TBMR F”), Oaktree-TBMR Strategic Credit Fund G, LLC, a Delaware limited liability company (“Oaktree TBMR G”), Oaktree-TSE 16 Strategic Credit, LLC, a Delaware limited liability company (“Oaktree TSE”), INPRS Strategic Credit Holdings, LLC, a Delaware limited liability company (“Oaktree INPRS”), Oaktree Gilead Investment Fund AIF (Delaware), L.P., a Delaware limited liability partnership (“Oaktree Gilead”), Oaktree Strategic Income II, Inc., a Delaware corporation (“Oaktree Strategic Income”), Oaktree Specialty Lending Corporation, a Delaware corporation (“Oaktree Specialty Lending”), and Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P., a Delaware limited liability partnership (“Oaktree GCF”, and collectively with Oaktree TCDRS, Oaktree Minn, Oaktree Xxxxxxx, Oaktree TBMR C, Oaktree TBMR F, Oaktree TBMR G, Oaktree TSE, Oaktree INPRS, Oaktree Gilead, Oaktree Strategic Income, and Oaktree Specialty Lending, “Oaktree”), Sagard Healthcare Royalty Partners, LP, a Cayman Islands exempt limited partnership (“Sagard Cayman”), and Sagard Healthcare Partners Co-Invest DAC, a company incorporated in Ireland, (registered no. 714903), the registered office of which is at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx 0 Xxxxxxx (“Sagard Ireland”, and together with Sagard Cayman, “Sagard”, and together with Oaktree, and Sagard’s and Oaktree’s respective successors and permitted assigns, collectively, the “Purchasers,” and each, a “Purchaser”). Seller, Parent, Oaktree, Sagard Cayman and Sagard Ireland are each referred to herein individually as a “Party” or “party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings given to them in the RIPA (as defined below).
WHEREAS, on June 21, 2022, the Parties entered into that certain Revenue Interest Purchase Agreement (the “RIPA”); and
WHEREAS, Parent has requested that Purchasers waive any obligation of Parent to wire the $7,500,000 in the Segregated Account to the Administrative Agent pursuant to the third sentence of Section 6.03(e) of the RIPA and any notice obligations under Section 6.03(e) of the RIPA.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree, as of the Effective Date, as follows:
1. Purchasers hereby waive (i) any notice obligations of Parent under Section 6.03(e) of the RIPA and (ii) any obligations of Parent to wire the $7,500,000 in the Segregated Account to the Administrative Agent pursuant to the third sentence of Section 6.03(e) of the RIPA. Purchasers acknowledge and agree that notwithstanding anything to the contrary in Section 6.03(e) of the RIPA, Parent is hereby free to transfer the funds from the Segregated Account to such other account as Parent may determine and otherwise use the funds as Parent may determine in its sole discretion.
2. Except as specifically modified by this Waiver, the RIPA shall remain in full force and effect and the execution and delivery of this Waiver shall not operate as a waiver of any other right, power or remedy of Purchasers nor constitute a waiver of any other provision of the RIPA.
3. Sections 8.09 (Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial); 8.10 (Severability) and 8.11 (Counterparts; Effectiveness) of the RIPA are incorporated by reference herein mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have caused this Waiver to be duly executed by their respective authorized officers as of the date first above written.
| ATNX SPV, LLC | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx, M.D. | |
| Title: | Board Member, Chief Executive Officer and Secretary | |
| ATHENEX, INC. | ||
| By: | /s/ Xxxxxxx Y.N. Xxx | |
| Name: | Xxxxxxx Y.N. Xxx | |
| Title: | Chairman and Chief Executive Officer | |
| Oaktree-TCDRS Strategic Credit, LLC Oaktree-Minn Strategic Credit, LLC Oaktree-Xxxxxxx Multi-Strategy, LLC Oaktree-TBMR Strategic Credit Fund C, LLC Oaktree-TBMR Strategic Credit Fund F, LLC Oaktree-TBMR Strategic Credit Fund G, LLC Oaktree-TSE 16 Strategic Credit, LLC INPRS Strategic Credit Holdings, LLC
By: Oaktree Capital Management, L.P. Its: Manager | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Vice President | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
| Oaktree Gilead Investment Fund AIF (Delaware), L.P.
By: Oaktree Fund AIF Series, L.P. – Series T Its: General Partner
By: Oaktree Fund GP AIF, LLC Its: Managing Member
By: Oaktree Fund GP III, L.P. Its: Managing Member | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| Oaktree Strategic Income II Inc. Oaktree Specialty Lending Corporation
By: Oaktree Fund Advisors, LLC Its: Investment Adviser | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Vice President | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
| Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P.
By: Oaktree Huntington-GCF Investment Fund (Direct Lending AIF) GP, L.P. Its: General Partner
By: Oaktree Huntington-GCF Investment Fund (Direct Lending AIF) GP, LLC Its: General Partner
By: Oaktree Fund GP III, L.P. Its: Managing Member | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| SAGARD HEALTHCARE ROYALTY PARTNERS, LP
By: Sagard Healthcare Royalty Partners GP LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Investment Officer | |
| By: | /s/ Xxxxx Sneah | |
| Name: | Xxxxx Sneah | |
| Title: | Manager | |
| SAGARD HEALTHCARE PARTNERS CO-INVEST DAC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Director | |
