SHARE PURCHASE AGREEMENT by and among INCYTE EUROPE S.À R.L., ARIAD PHARMACEUTICALS (CAYMAN) L.P., ARIAD PHARMACEUTICALS, INC. (AS GUARANTOR), and INCYTE CORPORATION (AS GUARANTOR) MAY 9, 2016 Portions of this Exhibit, indicated by the mark “[***],”...Share Purchase Agreement • February 13th, 2017 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Share Purchase Agreement (the “Agreement”) is made as of May 9, 2016, by and among Incyte Europe S.à r.l., an entity formed under the laws of Switzerland (the “Purchaser”), ARIAD Pharmaceuticals (Cayman) L.P., an Exempted Limited Partnership registered in the Cayman Islands, acting by its general partner, ARIAD Pharmaceuticals (Cayman) Inc., an Exempted Company incorporated in the Cayman Islands with limited liability (the “Seller”), ARIAD Pharmaceuticals, Inc., a Delaware corporation (“ARIAD US”), solely in its capacity as guarantor under Section 12.17(a) hereof, and Incyte Corporation, a Delaware corporation (“Incyte US”), for the purposes of Section 11.4 and in its capacity as guarantor under Section 12.17(b).
AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT between ARIAD Pharmaceuticals, Inc. and ARIAD Pharmaceuticals (Europe) Sarl and Incyte Corporation (as guarantor)Buy-in License Agreement • February 13th, 2017 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT (“Agreement”) dated as of June 1, 2016 (the “Effective Date”), between ARIAD Pharmaceuticals, Inc., (“ARIAD US”), a Delaware corporation and ARIAD Pharmaceuticals (Europe) Sarl, (“ARIAD SWISSCO”), a Swiss limited liability company registered in Lausanne (together, the “Parties” and, individually, each a “Party”) and Incyte Corporation, a Delaware corporation (“Incyte Corporation”) solely in its capacity as guarantor under Section 30.19. This Agreement only comes into effect on the Effective Date (as defined below) and shall be of no force or effect if there is no Closing (as defined below).
