0000912057-14-000163 Sample Contracts

AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT BY AND AMONG IKARIA DEVELOPMENT SUBSIDIARY ONE LLC AND BIOLINERX LTD. AND BIOLINE INNOVATIONS JERUSALEM L.P.
License and Commercialization Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New York

This Amended and Restated License and Commercialization Agreement (the “Agreement”) is entered into this 26th day of August, 2009, by and among Ikaria Development Subsidiary One LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), BioLineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLineRx”).

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SEPARATION AND DISTRIBUTION AGREEMENT dated as of February 9, 2014 entered into by and among IKARIA, INC., BELLEROPHON...
Separation and Distribution Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 9, 2014 (this “Agreement”), is entered into by and among Ikaria, Inc., a Delaware corporation (“Ikaria”), Ikaria Acquisition Inc., a Delaware corporation (together with its successor, Ikaria Acquisition LLC, a Delaware limited liability company “AcquisitionCo”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Each of Ikaria and R&DCo are sometimes referred to herein as a “Party,” and Ikaria and R&DCo are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement.

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of February 9, 2014, by and between Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”), and Ikaria, Inc., a Delaware corporation (“Ikaria”). In this Agreement, each of R&DCo and Ikaria are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE CROSS- LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT
Exclusive Cross-License, Technology Transfer, and Regulatory Matters Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware

THIS EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT (the “Agreement”), is dated February 9, 2014 (the “Effective Date”) by and between INO Therapeutics LLC, a Delaware limited liability company, d/b/a Ikaria, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”

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AGREEMENT NOT TO COMPETE
Non-Compete Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey

This AGREEMENT NOT TO COMPETE (this “Agreement”) is made as of (the “Effective Date”), by and between IKARIA ACQUISITION INC., a Delaware corporation (“Ikaria”), and (“ ”).

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DEVICE CLINICAL SUPPLY AGREEMENT
Device Clinical Supply Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey

This Device Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DRUG CLINICAL SUPPLY AGREEMENT
Drug Clinical Supply Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey

This Drug Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EMPLOYEE MATTERS AGREEMENT by and between IKARIA, INC. and BELLEROPHON THERAPEUTICS LLC dated as of February 9, 2014
Employee Matters Agreement • May 14th, 2014 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware

This Employee Matters Agreement, dated as of February 9, 2014, is made and entered by and among Ikaria, Inc., a Delaware Corporation (“Ikaria”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Ikaria and R&DCo are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them by the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).

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