Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] DATED 5 May 2022 - and - SHARE PURCHASE AGREEMENT Relating to certain non-US...Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SHARES 11 3. CONSIDERATION 11 4. CONDITION 12 5. PRE-COMPLETION 15 6. SIGNING OBLIGATIONS 19 7. COMPLETION 19 8. PURCHASER WARRANTIES 20 9. SELLER WARRANTIES 21 10. SELLER LIMITATIONS 23 11. SELLER RESTRICTIVE COVENANTS 25 12. PRE-SALE MERGER 26 13. CONFIDENTIALITY AND ANNOUNCEMENTS 26 14. CEPS MATTER 28 15. GROUP SEPARATION MATTERS 29 16. ASSIGNMENT AND SUCCESSORS 32 17. THIRD PARTY RIGHTS 33 18. COSTS AND EXPENSES 33 19. PAYMENTS, ETC 33 20. FURTHER ASSURANCE 34 21. ENTIRE AGREEMENT 34 22. GENERAL 35 23. NOTICES 36 24. AGENT FOR SERVICE 37 25. GOVERNING LAW AND LANGUAGE 38 SCHEDULE 1: WARRANTED INFORMATION 39 Part 1: The Group Companies 39 Part 2: The Shares 50 Part 3: Leased Property 51 SCHEDULE 2: WARRANTIES 56 SCHEDULE 3: MARKETING AUTHORISATIONS 71 SCHEDULE 4: COMPLETION OBLIGATIONS 72 Part 1: Seller obligations on Completion 72 Part 2: Purchaser's obligations on Completion 76
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] MASTER TRADEMARK ASSIGNMENT AGREEMENTMaster Trademark Assignment Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
This Master Trademark Assignment Agreement (this “Assignment”) is made and entered into effective as of May 5, 2022 (the “Execution Date”) and effective as of the Completion (as defined below) (the “Effective Date”) by and among Intercept Pharmaceuticals, Inc., a company incorporated in Delaware, and RXF Technologies, Inc., a company incorporated in Delaware (collectively, the “Sellers”), and Mercury Pharma Group Limited, a company incorporated in England (the “Purchaser”). The Sellers and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
relating to the Share Purchase Agreement dated 5 May 2022Share Purchase Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
to the Transitional Services Agreement dated 5 May 2022Intercept Pharmaceuticals, Inc. • August 3rd, 2022 • Pharmaceutical preparations • Delaware
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] SUBLICENSE AGREEMENT BY AND BETWEEN INTERCEPT PHARMA EUROPE LTD. AND MERCURY...Sublicense Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBLICENSE AGREEMENT (this “Agreement”), executed as of the 5th day of May, 2022 (the “Execution Date”) and effective as of the Completion Date (as defined below) (the “Effective Date”), is made by and between Intercept Pharma Europe Ltd., a UK limited corporation (“Licensor”), and Mercury Pharma Group Limited, a company incorporated in England with number 02330913 which has its registered office at Capital House, 85 King William Street, London, EC4N 7BL (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
relating to a Safety Data Exchange Agreement dated 5 May 2022Intercept Pharmaceuticals, Inc. • August 3rd, 2022 • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] DATED5 MAY 2022 - and - AGREEMENT relating to the sale and purchase of certain of...Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
B The Seller has agreed to sell, and the Purchaser has agreed to purchase, the Business and Assets as a going concern on the terms set out in this agreement.
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.]Intercept Pharmaceuticals, Inc. • August 3rd, 2022 • Pharmaceutical preparations • England and Wales
In this Agreement, unless the context otherwise requires, capitalised terms shall have the meanings given to them in Part 1 of Schedule 1 and shall be interpreted in accordance with 0 of Schedule 1.
AGREEMENT FOR THE SUPPLY OF MANUFACTURED PRODUCTSAgreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
(1)INTERCEPT PHARMA EUROPE LTD., a company incorporated and registered in England and Wales with company number 09224395 whose registered office is at One, Glass Wharf, Bristol, BS2 0ZX (“Supplier”);
