AGREEMENT AND PLAN OF MERGER by and among CORNERSTONE THERAPEUTICS INC., COHESION MERGER SUB, INC., CARDIOKINE, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 28, 2011Agreement and Plan of Merger • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 28, 2011, by and among Cornerstone Therapeutics Inc., a Delaware corporation (the “Buyer”), Cohesion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), Cardiokine, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Indemnification Representative.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 29 day of January, 2021, by and among United Medicines Biopharma Limited, a private company limited by shares incorporated in England with company number 12973576 and with its registered office at The Dorothy Hodgkin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement (as defined below).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of November 7, 2017, by and among Healthcare Ventures VII, L.P. (the “Assignor’’), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
STOCK PURCHASE AGREEMENT BY AND AMONG CHIESI USA, INC., PALLADIO ACQUISITION SUB, INC. and PALLADIO BIOSCIENCES, INC. July 26, 2016Stock Purchase Agreement • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 26, 2016, by and among Chiesi USA, Inc., a Delaware corporation (“Seller”), Palladio Biosciences, Inc., a Delaware corporation (“Parent”) and Palladio Acquisition Sub, Inc, a Delaware corporation and wholly-owned subsidiary of Buyer (“Buyer” and together with Parent, the “Parent Parties”).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of June_, 2017, by and among Perseus-Soros BioPharmaceutical Fund Liquidating Trust (the “Assignor”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of December 20, 2017, by and among Advent Private Equity Fund III A, Advent Private Equity Fund III B, Advent Private Equity Fund III C, Advent Private Equity Fund III D, Advent Private Equity Fund III & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership (collectively, the “Assignors”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of February 24, 2017, by and among Care Capital Investments II, LP and Care Capital Offshore Investments II, LP (collectively, the “Assignors”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
