CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 10th, 2020 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 9, 2020 (this “Agreement”), is entered into by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), and Vaughn Smider, as Members’ Representative (the “Members’ Representative”).
AGREEMENT AND PLAN OF MERGER by and among: Ligand Pharmaceuticals Incorporated,Agreement and Plan of Merger • September 10th, 2020 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement And Plan Of Merger (“Agreement”) is made and entered into as of September 9, 2020, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”); Taurus Acquisition Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”); Taurus Biosciences, LLC, a Delaware limited liability company (also sometimes known as Taurus Bioscience, LLC) (formerly Taurus Biosciences, Inc.) (the “Company”); the members of the Company signatory hereto (collectively, the “Members” and each, a “Member”); Vaughn Smider, in his capacity as the Restricted Person (as hereinafter defined); and Vaughn Smider, in his capacity as the Members’ Representative (as hereinafter defined).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • September 10th, 2020 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • California
This Commercial License Agreement (this “Agreement”) is entered into effective September 9, 2020 (the “Effective Date”) by Taurus Biosciences, LLC, a Delaware limited liability company (“Taurus”), and Minotaur Therapeutics, Inc., a California corporation (inclusive of any and all current and future Controlled Affiliates, “Licensee”), on the other hand. Each Controlled Affiliate is also a party to this Agreement.
AGREEMENT AND PLAN OF MERGER by and among Ligand Pharmaceuticals Incorporated, XSP Merger, Inc., xCella Biosciences, Inc., and Eton Venture Services, Ltd. Co.,Agreement and Plan of Merger • September 10th, 2020 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Notwithstanding the provisions of Section 1542 of the California Civil Code or any similar Law or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Released Parties, each Stockholder, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which any Stockholder or any Releasing Party does not know or suspect to exist in his, her or its favor against any of the Released Parties (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein).
