FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”).
PRIVATE AND CONFIDENTIAL December 16, 2022 Sun Pharmaceutical Industries Limited SUN HOUSE, 201 B/1 Western Express Highway Goregaon (E) Mumbai 400063Private And • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This letter agreement (this “Agreement”) is entered into between Concert Pharmaceuticals, Inc. (the “Company”) and Sun Pharmaceutical Industries Limited (“Sun Pharma”) in connection with a possible negotiated acquisition of 100% of the outstanding capital stock of the Company by Sun Pharma (the “Transaction”) on the terms set forth in Sun Pharma’s revised proposal dated December 14, 2022. As an inducement to Sun Pharma’s efforts to enter into a definitive agreement providing for a Transaction, from the date of this letter through the Exclusivity Termination Time (as defined below), the Company agrees that it will not, and it will cause its controlled affiliates and representatives not to, (i) enter into or continue any negotiations with any party other than Sun Pharma and its affiliates (and their respective designees) (a “Third Party”) with respect to a possible acquisition of any capital stock or securities exercisable, convertible or exchangeable therefor (collectively, “Securities”
January 17, 2023 Concert Pharmaceuticals, Inc.Sun Pharmaceutical Industries LTD • February 2nd, 2023 • Pharmaceutical preparations
CONFIDENTIAL DISCLOSURE AGREEMENT BETWEEN SUN PHARMACEUTICAL INDUSTRIES LTD. AND CONCERT PHARMACEUTICALS, INC.Confidential Disclosure Agreement • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This Confidential Disclosure Agreement (the “Agreement”) is entered into as of the latest dated signature below (the “Effective Date”) by and between Sun Pharmaceutical Industries Ltd., a company incorporated under the laws of India (CIN: L24230GJ1993PLC019050) having its registered office at SPARC, Tandalja, Baroda – 390 012, Gujarat, India and its corporate office at Sun House, 201 B/1, Western Express Highway, Goregaon (E), Mumbai – 400063, India and Concert Pharmaceuticals, Inc., a company incorporated under the laws of State of Delaware, USA, having its corporate office at 65 Hayden Avenue, Suite 3000N, Lexington, Massachusetts USA 02421 (“Concert”) (each, a “Party” and collectively, the “Parties”).
