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 • September 29th, 2010 • Ikaria, Inc. • 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”).
IKARIA, INC. Restricted Stock Unit Agreement (Performance Vested) Amended and Restated 2010 Long Term Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
Confidential Materials omitted and filed separately with theSale and Purchase Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
SALE AND PURCHASE AGREEMENT (INO BUSINESS) dated as of July 20, 1998 among INO HOLDINGS LLC, a Delaware limited liability company (the “Seller”), AGA GAS, INC, an Ohio corporation (“AGA”), and INOCO, INC., a Delaware corporation (“INOCO”); and for the purposes of Sections 5.9, 5.13 and 11.11, AGA AB; and for the purposes of Sections 5.13 and 11.11, BECTON, DICKINSON and COMPANY (“BECTON”), and INSTRUMENTARIUM CORPORATION (“INSTRUMENTARIUM”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DISTRIBUTION AGREEMENT BETWEEN INO THERAPEUTICS LLC AND AGA S.A.Distribution Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
THIS DISTRIBUTION AGREEMENT (this “Agreement”), effective as of the 30 day of March 2005 (the “Effective Date”), is made by and between INO THERAPEUTICS LLC, a Delaware limited liability corporation having its principal place of business at 6 Route 173, Clinton, New Jersey, 08809, U.S.A. (hereinafter called “INO-T”), and AGA S.A., a Chilean corporation having its offices at Paseo Presidente Errazuriz 2631-5, Santiago, Chile (hereafter called “AGA”). INO-T and AGA are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND BETWEEN ORPHAN THERAPEUTICS, LLC and IKARIA THERAPEUTICS LLC (f/k/a OSLO ACQUISITION SUBSIDIARY LLC) Dated as of March 29, 2010Asset Purchase Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is entered into as of March 29, 2010 (the “Effective Date”) between Orphan Therapeutics, LLC, a New Jersey limited liability company (“Seller”) and Ikaria Therapeutics LLC (f/k/a Oslo Acquisition Subsidiary LLC), a Delaware limited liability company (“Buyer”).
AMENDED AND RESTATED INVESTOR STOCKHOLDERS AGREEMENT by and among IKARIA, INC., NEW MOUNTAIN PARTNERS II, L.P., NEW MOUNTAIN AFFILIATED INVESTORS II, L.P., ALLEGHENY NEW MOUNTAIN PARTNERS, L.P., ARCH VENTURE FUND VI, L.P., VENROCK PARTNERS, L.P.,...Investor Stockholders Agreement • September 29th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED INVESTOR STOCKHOLDERS AGREEMENT, dated as of September 9, 2010, by and among (i) Ikaria, Inc. (formerly Ikaria Holdings, Inc.), a Delaware corporation, (ii) New Mountain Partners II, L.P., a Delaware limited partnership, New Mountain Affiliated Investors II, L.P., a Delaware limited partnership, and Allegheny New Mountain Partners, L.P., a Delaware limited partnership, (iii) ARCH Venture Fund VI, L.P., a Delaware limited partnership (“ARCH”), (iv) Venrock Partners, L.P., a Delaware limited partnership, Venrock Associates IV, L.P., a Delaware limited partnership, and Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership (collectively, “Venrock”), (v) 5AM Ventures LLC, a Delaware limited liability company, 5AM Co-Investors LLC, a Delaware limited liability company, and Aravis Venture I L.P, a Cayman Islands limited partnership (collectively, “5AM”), (vi) Black Point Group, LP, a Delaware limited partnership (“Black Point”), (vii) Linde North America, In
