AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., BULLDOG (BVI) LTD. and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., Dated as of May 9, 2022Merger Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2022, is by and among Pfizer Inc., a Delaware corporation (“Parent”), Bulldog (BVI) Ltd., a British Virgin Islands business company limited by shares with BVI company number 2097955 formed under the laws of the territory of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company limited by shares with BVI company number 1792178 formed under the laws of the territory of the British Virgin Islands (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 9, 2017, by and between BIOHAVEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and VLADIMIR CORIC, an individual resident of the State of Connecticut (the “Executive”).
ALS BIOPHARMA AGREEMENTAls Biopharma Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Virgin Islands
THIS AGREEMENT (the “Agreement”) by and among ALS Biopharma, LLC, a Delaware limited liability company having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“ALS”), Fox Chase Chemical Diversity Center Inc., a Delaware corporation having a place of business at 3805 Old Easton Road, Doylestown, PA 18902 (“FCCDC”) and Biohaven Pharmaceutical Holding Company, Ltd., a British Virgin Island company with a business office located at 234 Church Street, Suite 301, New Haven, Connecticut 06520 (“Biohaven”) is effective as of the date of final execution (“EFFECTIVE DATE”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., BIOHAVEN RESEARCH LTD., AND, SOLELY WITH RESPECT TO SECTION 2.7(B), SECTION 2.10, SECTION 4.2, SECTION 4.3, SECTION 4.5(C), SECTION 4.7, SECTION 5.1(A),...Separation and Distribution Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 9, 2022, is entered into by and between Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company limited by shares with BVI company number 1792178 incorporated under the laws of the British Virgin Islands (together with its successor entities, the “Company”) and Biohaven Research Ltd., a British Virgin Islands business company limited by shares with BVI company number 2097693 incorporated under the laws of the British Virgin Islands and a wholly owned Subsidiary of the Company (“SpinCo” and, together with the Company, the “Parties” and each a “Party”), and, solely with respect to Section 2.7(b), Section 2.10, Section 4.2, Section 4.3, Section 4.5(c), Section 4.7, Section 5.1(a), Section 6.6(i), Section 8.3, Section 8.6, and Section 8.7, Pfizer Inc., a Delaware corporation (“Parent”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BIOHAVEN THERAPEUTICS LTD., KNOPP BIOSCIENCES LLC, CHANNEL BIOSCIENCES, LLC and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., solely for the purpose of Section 9.14 Dated as of FEBRUARY 24, 2022...Membership Interest Purchase Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of February 24, 2022 (the “Execution Date”), is made by and among Biohaven Therapeutics Ltd., a BVI business company formed under the laws of the territory of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Buyer”), Knopp Biosciences LLC, a Delaware limited liability company (“Seller”), Channel Biosciences, LLC, a Delaware limited liability company and newly-formed, wholly-owned subsidiary of Seller (the “Company”), and, solely for the purposes of Section 9.14, Biohaven Pharmaceutical Holding Company Ltd., a BVI business company formed under the laws of the territory of the British Virgin Islands (“Parent”). All of the signatories to this Agreement are collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 1, 2014 by and between Biohaven Pharmaceuticals, Inc., a Delaware corporation with an office at 234 Church Street, Suite 304, New Haven, Connecticut 06510 and its affiliates and subsidiaries (collectively the “Company”) and Ms. Kimberly A. Gentile (the “Executive”) of [***].
LICENSE AGREEMENTLicense Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Delaware
This License Agreement (the "Agreement") is made and entered into effective as of September 04, 2018 (the "Effective Date") by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Sodertalje, Sweden and with offices at SE-431 83 Molndal, Sweden ("AstraZeneca") and Biohaven Therapeutics Ltd. British Virgin Business Corporation with offices at 215 Church Street, Haven, CT 06510 ("Licensee"). AstraZeneca and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of December 8, 2021 (the “Effective Date”), by and between BIOHAVEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and MATTHEW BUTEN, an individual resident of the State of New York (the “Executive”).
LICENSE AGREEMENT between BIOHAVEN THERAPEUTICS LTD. and BRISTOL-MYERS SQUIBB COMPANY CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS...License Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date last signed by a party below (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation, having a place of business at 430 E. 29th Street, 14FL, New York, New York 10016 (“BMS”), and Biohaven Therapeutics Ltd., a British Virgin Islands business company, with its registered office address of P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands (“Company”). BMS and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT AND ASSIGNMENTAls Biopharma Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations
This AMENDMENT AND ASSIGNMENT (“Amendment”) dated as of May 29, 2019 among ALS Biopharma, LLC (“ALS”), Fox Chase Chemical Diversity Center (“FCCDC”), and Biohaven Pharmaceutical Holding Company Ltd (“Biohaven”) and Biohaven Therapeutics Ltd. (“Therapeutics”), each designated a “Party” and collectively the “Parties,”)
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2022 • Biohaven Research Ltd. • Pharmaceutical preparations • Connecticut
This Employment Agreement (the "Agreement") is effective as of March 29, 2016, by and between Biohaven Pharmaceutical, Inc., a Delaware corporation (the "Company"), and John Tilton, an individual resident of the State of Connecticut (the "Executive").
