AGREEMENTAgreement • December 9th, 2016 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is entered into as of December 8, 2016, 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”.
MHR Fund Management LLCEmisphere Technologies Inc • December 9th, 2016 • Pharmaceutical preparations
Reference is made to (a) the Senior Secured Loan Agreement (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), dated as of August 20, 2014, by and among Emisphere Technologies, Inc. (the “Company”) and (i) MHR Capital Partners Master Account LP, (ii) MHR Capital Partners (100) LP, (iii) MHR Institutional Partners II LP and (iv) MHR Institutional Partners IIA LP (each, an “MHR Fund” and, collectively, the “MHR Funds”); (b) the Second Amended and Restated 13% Senior Secured Convertible Notes, dated as of August 20, 2014, by the Company in favor of each of the MHR Funds (the “Convertible Notes”); (c) the Second Amended and Restated Convertible Reimbursement Promissory Notes, dated as of August 20, 2014, by the Company in favor of each of the MHR Funds (the “Reimbursement Notes”); (d) the Second Amended and Restated Senior Secured Convertible Bridge Promissory Note, dated as of August 20, 2014, by the Company in favor of each of the MHR Funds (the “Bridge
AMENDMENT NO. 4 TO THE DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • December 9th, 2016 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Amendment No. 4 (“Amendment No. 4”), effective as of December 8, 2016 (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”), Side Letter to the Development and License Agreement, dated March 9, 2009 (the “Side Letter”), Amendment No. 2 to the Development and License Agreement, effective as of April 26, 2013 (“Amendment No. 2”) and Amendment No. 3 to the Development and License Agreement, effective as of October 13, 2015 (“Amendment No. 3” and, collectively with the Original Agreement, Amendment No. 1, the Side Letter and Amendment No. 2, the “Agreement”), is entered into by and among Emisphere Technologies, Inc., a Delaware corporation (“Emisphere”), NOVO NORDISK A/S (“Novo Nordisk”) and, solely for the express purposes set forth in this Amendment No. 4, MHR Capital Partners Master Ac
