EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 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 Konstantin Poukalov, an individual with a residence at 95 Horatio; Apt. 608; New York, New York 10014 (the “Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 18th, 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.
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 • March 18th, 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;
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KADMON HOLDINGS, LLCLimited Liability Company Agreement • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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:
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 • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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 • March 18th, 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”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 18th, 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”).
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 18th, 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 AMENDMENTLicense Agreement • March 18th, 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 • March 18th, 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”).
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED LICENSE AGREEMENT (the “Sixth Amendment”) is made and effective as of September 30, 2014 (the “Sixth 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”).
THIRD AMENDMENT TO THE LICENSE AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This THIRD AMENDMENT dated as of May , 2015 (this “Third Amendment”) to that certain License Agreement by and between Kadmon Pharmaceuticals, LLC (“Kadmon”) and AbbVie Inc., (“AbbVie”) dated June 17, 2013 as amended,(the “License Agreement”), is made by and between Kadmon and AbbVie. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the License Agreement.
SUB-LICENSE AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This SUB-LICENSE AGREEMENT (the “Agreement”), is made and effective as of April 8, 2011 (the “Effective Date”) by NT Life Sciences, LLC, a Delaware limited liability company (“Sublicensor”), Kadmon Pharmaceuticals, LLC, a Delaware limited liability company (“Sublicensee”) and Surface Logix, Inc., a Delaware corporation (“SLX”) (each of SLX, Sublicensor and Sublicensee being a “Party,” and collectively, the “Parties”).
COLLABORATION AND LICENSE AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of November 20, 2015 (the “Effective Date”), by and between Kadmon Corporation, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Kadmon”), and Jinghua Pharmaceutical Group Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Jinghua”). Kadmon and Jinghua may each be referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
AMENDMENT AND MODIFICATION TO CO-PROMOTION AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This AMENDMENT AND MODIFCATION AGREEMENT dated as of December 21, 2015 (this “Amendment”) modifies the CO-PROMOTION AGREEMENT (the “Agreement”) by and between KADMON PHARMACEUTICALS, LLC (“Kadmon”) and VIVUS INC., (“Vivus”) executed on June 1, 2015. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
SUPPLY AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
confidential SUPPLY AND DISTRIBUTION AGREEMENTConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
This Supply and Distribution Agreement (“Agreement”) made effective as of February 23, 2016 (the “Effective Date”) is made between Kadmon Pharmaceuticals, LLC., a Pennsylvania Limited Liability Company (“KADMON”), with its principal place of business at 119 Commonwealth Drive, Warrendale, PA 15086 and Camber Pharmaceuticals, Inc., a Delaware company (“CAMBER”), with its principal place of business at 1031 Centennial Avenue, Piscataway, NJ 08854. CAMBER and KADMON are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT AND MODIFICATION AGREEMENT TO TRANSACTION DOCUMENTSConfidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This AMENDMENT AND MODIFCATION AGREEMENT dated as of October 2, 2014 (this “Amendment”) to: (i) that certain Asset Purchase Agreement by and between Kadmon Pharmaceuticals, LLC (“Kadmon”) and AbbVie Bahamas, Ltd. (the “APA”); (ii) that certain License Agreement by and between Kadmon and AbbVie Inc. (as amended by that certain Amendment No.1 to the License Agreement dated May 22, 2014, the “License Agreement”); and (iii) that certain Supply Agreement by and between Kadmon and AbbVie Bahamas, Ltd. (the “Supply Agreement”), each dated June 17, 2013, is made by and between Kadmon, on the one hand, and AbbVie Bahamas, Ltd. and AbbVie Inc., (together, “AbbVie”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Transaction Documents (as defined below).
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations
This First Amendment to the License Agreement (this “Amendment”) is made and entered into as of the 22nd day of May, 2014 (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”.
CO-PROMOTION AGREEMENT between VIVUS and KADMON Dated as of June 1, 2015Confidential Treatment • March 18th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • Delaware
THIS CO-PROMOTION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2015 (the “Effective Date”) by and between VIVUS, a company organized under the laws of the state of Delaware (“VIVUS”) and KADMON, a company organized under the laws of the state of Delaware (“KADMON”). Each of VIVUS and KADMON is referred to individually as a “Party,” and collectively, as the “Parties.”
ContractKadmon Holdings, LLC • March 18th, 2016 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) UNDER REGULATION D OF THE SECURITIES ACT (AN “AI”), (B) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (C) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON
