Common Contracts

2 similar Tax Reimbursement Agreement contracts by AdvancePierre Foods Holdings, Inc., Juno Therapeutics, Inc.

Re: Tax Reimbursement Agreement
Tax Reimbursement Agreement • February 1st, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

On January 21, 2018, Juno Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Celgene Corporation, a Delaware corporation (“Parent”), and Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser will commence a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $87.00 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this “Agreement”) with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.

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Re: Tax Reimbursement Agreement
Tax Reimbursement Agreement • June 9th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

On April 25, 2017, AdvancePierre Foods Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub commenced a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $40.25 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this “Agreement”) with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.

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