RESTRUCTURING AGREEMENTRestructuring Agreement • April 30th, 2013 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made as of April 26, 2013, by and among Emisphere Technologies, Inc., a Delaware corporation (the “Company”), and (i) MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), (ii) MHR Capital Partners (100) LP, a Delaware limited partnership (“Capital Partners (100)”), (iii) MHR Institutional Partners II LP, a Delaware limited partnership (“Institutional Partners II”) and (iv) MHR Institutional Partners IIA LP, a Delaware limited partnership (“Institutional Partners IIA”). Each of Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA shall be referred to herein as a “MHR Fund” and collectively as the “MHR Funds”.
AMENDMENT NO. 2 TO THE DEVELOPMENT AND LICENSE AGREEMENT DATED JUNE 21, 2008 BETWEEN NOVO NORDISK A/S AND EMISPHERE TECHNOLOGIES, INC.Development and License Agreement • April 30th, 2013 • Emisphere Technologies Inc • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”), effective as of April 26, 2013 (the “Amendment Effective Date”) to the Development and License Agreement, executed on June 21, 2008 (the “Original Agreement”), as amended by the Amendment to the Development and License Agreement, effective as of November 13, 2008 (“Amendment No. 1”) and the Side Letter to the Development and License Agreement, dated March 9, 2009 (the “Side Letter” and, collectively with the Original Agreement and Amendment No.1, the “Agreement”), between Emisphere Technologies Inc. (“Emisphere”), and NOVO NORDISK A/S (“Novo Nordisk”). Emisphere and Novo Nordisk each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
AMENDED AND RESTATED AGREEMENTDevelopment and License Agreement • April 30th, 2013 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED AGREEMENT, dated as of April 26, 2013 (this “Agreement”), by and among Emisphere Technologies, Inc., a Delaware corporation (hereinafter, “Emisphere”), MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR Capital Partners (100) LP, a Delaware limited partnership (“Capital Partners (100)”), MHR Institutional Partners II LP, a Delaware limited partnership (“Institutional Partners II”) and MHR Institutional Partners IIA LP, a Delaware limited partnership (“Institutional Partners IIA”) and Novo Nordisk A/S, a Danish corporation (hereinafter, “Novo Nordisk”). Each of Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA shall be referred to herein collectively as “MHR”.
