ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 7th, 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 • July 7th, 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;
KADMON HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2016 (the “Effective Date”), among KADMON HOLDINGS, INC., a Delaware corporation (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defined have the meaning given to them in Section 14(a) hereof.
EXCHANGE AGREEMENT BY AND AMONG KADMON HOLDINGS, LLC, KADMON PHARMACEUTICALS, LLC AND THE INVESTORS LISTED ON ANNEX I June 8, 2016Exchange Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 8, 2016, is by and among KADMON HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), KADMON PHARMACEUTICALS, LLC, a Pennsylvania limited liability company (the “Company”), and each investor identified on the signature pages hereto (collectively, the “Investors” and each, an “Investor”).
KADMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 28, 2015, among KADMON HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and the investors named on the signature pages hereto (individually, an “Initial Investor” and collectively, the “Initial Investors”. Certain capitalized terms used herein and not otherwise defined have the meaning given to them in the Purchase Agreements or in Section 11 hereof.
Kadmon Holdings, LLC New York, New York 10016Letter Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
Reference is made to that certain Subscription Agreement dated May 31, 2011 by and between Kadmon I, LLC (“Kadmon I”) and 72 KDMN Investment, LLC (the “Investor”) relating to Investor’s $35,000,000 investment (the “Investment”) in Kadmon I, which holds, as its primary asset, membership interests in Kadmon Holdings, LLC (together with any successor, the “Company”). This Agreement supplements the terms and provisions of the Second Amended and Restated Limited Liability Company Agreement of the Company dated as June 27, 2014, among the Company and the other parties thereto (the “Kadmon Holdings LLC Agreement”), as such terms exist on the date hereof regardless of any subsequent termination or modification, as applicable. This Agreement is executed and delivered in anticipation of the Company’s planned conversion into a Delaware corporation and initial public offering of common stock (the “IPO”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given t
ASSET PURCHASE AGREEMENT between ZYDUS PHARMACEUTICALS USA, INC. and CADILA HEALTHCARE LIMITED D/B/A and THREE RIVERS PHARMACEUTICALS, LLCAsset Purchase Agreement • July 7th, 2016 • Kadmon Holdings, LLC • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of June 20, 2008, by and among Zydus Pharmaceuticals USA, Inc., a New Jersey corporation (“Seller”) and Cadila Healthcare Limited D/B/A Zydus-Cadila, an Indian corporation, and Three Rivers Pharmaceuticals, LLC, a Pennsylvania limited liability company (“Buyer”).
