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Contingent Value Rights Agreement Sample Contracts

Trust Indenture Act Section Contingent Value Rights Agreement Reference Section
Contingent Value Rights Agreement • December 6th, 2005 • Atkins Nutritionals Holdings, Inc. • New York
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of June 27, 2022 (this “Agreement”), is entered into by and between Ipsen Pharma SAS, a French société par actions simplifiée (“Parent”), and [•]1, as Rights Agent (the “Rights Agent”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • November 8th, 2024 • Dogwood Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is entered into by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Broadridge Corporation Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • August 2nd, 2021 • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 20, 2019 (this “CVR Agreement”), by and between Bristol-Myers Squibb Company, a Delaware corporation (the “C ompany”), and Equiniti Trust Company, a limited trust company organized under the laws of the state of New York, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “ CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 7, 2011 (this “Agreement”), is entered into by GREEN BANKSHARES, INC., a corporation organized under the laws of the State of Tennessee (the “Company”) for the benefit of the Holders (as defined herein).

EX-2.2 4 dex22.htm FORM OF CONTINGENT VALUE RIGHTS AGREEMENT CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 5th, 2020 • Nevada

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 2004 (this “Agreement”), is entered into by and among MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), ALPHA MERGER SUB CORPORATION, a Nevada corporation (“Merger Sub”), Wells Fargo Bank, N.A. (the “Rights Agent”) and Frank Bumstead (the “Stockholders’ Agent”).

EX-10.1 4 d575708dex101.htm CONTINGENT VALUE RIGHTS AGREEMENT Exhibit A FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between COMMUNITY HEALTH SYSTEMS, INC. and [TRUSTEE] Dated as of [—] Page ARTICLE1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL...
Contingent Value Rights Agreement • May 5th, 2020 • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—]1 (this “CVR Agreement”), by and between Community Health Systems, Inc., a Delaware corporation (the “Company”), and [—], a [—], as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs” and, each individually, a “Security” or a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

EX-10.6 20 d900395dex106.htm EX-10.6 Execution Version CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG AB ACQUISITION LLC, SAFEWAY INC. THE SHAREHOLDER REPRESENTATIVE, AS DEFINED HEREIN AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY,...
Contingent Value Rights Agreement • May 5th, 2020 • Delaware

THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this “Agreement”), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (“Ultimate Parent”), Safeway Inc., a Delaware corporation (the “Company”), Computershare Inc. (“Computershare”) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the “Rights Agent”) and the Shareholder Representative.

EX-10.3 3 dex103.htm CONTINGENT VALUE RIGHTS AGREEMENT VIROLOGIC, INC. TO as Trustee CONTINGENT VALUE RIGHTS AGREEMENT Dated as of December 10, 2004 Page INDEX OF EXHIBITS Exhibit A Form of Legend for Book-Entry Global Securities
Contingent Value Rights Agreement • May 5th, 2020 • Delaware

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 10, 2004, between ViroLogic, Inc., a Delaware corporation (hereinafter called the “Company”), and U.S. Bank National Association, as trustee (hereinafter called the “Trustee”).

EX-99.(D)(3) 17 dex99d3.htm FORM OF CONTINGENT VALUE RIGHTS AGREEMENT Exhibit (d)(3) Exhibit A [Form of] CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 5th, 2020 • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2011 (this “Agreement”), is entered into by and between FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”), FOREST LABORATORIES, INC., a Delaware corporation (the “Guarantor”) and [ ], as Rights Agent (the “Rights Agent”).

Contract
Contingent Value Rights Agreement • April 3rd, 2024 • XOMA Corp • Pharmaceutical preparations • Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of April 3, 2024 (this “Agreement”), is entered into by and between XOMA Corporation, a Delaware corporation (the “Parent”), XRA 1 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).

CONTINGENT VALUE RIGHTS AGREEMENT dated as of October 31, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION, GINGKO ACQUISITION CORP., THE RIGHTS AGENTS NAMED HEREIN AND INFORMATION RESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS...
Contingent Value Rights Agreement • November 12th, 2003 • Information Resources Litig Contingent Pymt Rights Trust • Services-engineering, accounting, research, management • Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 31, 2003 (this “Agreement”), is entered into by and among Information Resources, Inc. a Delaware corporation (the “Company”), Gingko Corporation, a Delaware corporation, (“Parent”) and Gingko Acquisition Corp., a Delaware corporation (“Merger Sub”), Joseph P. Durrett, Eileen Kamerick, William Chisholm and Bryan Taylor (individually and the Independent Rights Agent (as defined below), a “Rights Agent” and collectively and together with the Independent Rights Agent, the “Rights Agents”), and Information Resources, Inc. Litigation Contingent Payment Rights Trust, a Delaware statutory trust (the “CVR Trust”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • June 3rd, 2009 • Clinical Data Inc • Laboratory analytical instruments • New York

Contingent Value Rights Agreement, dated May 28, 2009, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-156011) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated as of October 27, 200

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN BIOMARIN PHARMACEUTICAL INC., BIOMARIN FALCONS B.V. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT Dated as of January 14, 2015
Contingent Value Rights Agreement • January 16th, 2015 • Biomarin Pharmaceutical Inc • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 14, 2015 (this “Agreement”), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • July 3rd, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 2, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, LLC, a Delaware limited liability company (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • October 28th, 2014 • Daiichi Sankyo Company, LTD • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September [ ], 2014 (this “Agreement”), is entered into by and between Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (together with Parent, the “Parties”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • September 17th, 2013 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 11, 2013 (this “Agreement”), is entered into by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • April 27th, 2021 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This Contingent Value Rights Agreement, dated as of April 27, 2021 (this “Agreement”), by and among Seneca Biopharma, Inc., a Delaware corporation (“Parent”), American Stock Transfer & Trust Company, LLC, as CVR Agent (the “CVR Agent”), and Raul Silvestre, in his capacity (as an individual and not in a legal capacity intended to create an attorney client relationship), as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • June 10th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2019 (the “Effective Date”), is entered into by and between GTx, Inc., a Delaware corporation (“Parent”), Marc S. Hanover, as representative of the Holders (the “Holders’ Representative”), and Computershare Inc., as Rights Agent.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Real Estate CVR Registrar (as defined herein).

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • August 10th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [___], 2021 (the “Agreement”), is entered into by and among Cellect Biotechnology, Ltd., an Israeli company (the “Company”), Mr. Eyal Leibovitz (the “Representative”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of March 23, 2024
Contingent Value Rights Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2024, is entered into by and between Homology Medicines, Inc., a Delaware corporation (“Homology”), and Equiniti Trust Company, LLC, a New York limited liability company (“EQ”), as initial Rights Agent (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Merck CVR Registrar (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Aplindore CVR Registrar (as defined herein).

Contract
Contingent Value Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and among CohBar, Inc., a Delaware corporation (“Public Company”), and [●], as initial Rights Agent (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • November 20th, 2020 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 20, 2020 (this “Agreement”), is entered into by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), F-Star Therapeutics Limited., a company registered in England and Wales with company number 11532458 (“F-Star”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Rights Agent”), and Martin Driscoll, acting solely in his capacity as representative of the Holders (as defined herein) (the “Holder Representative”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Share Exchange Agreement (as defined below).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • November 6th, 2020 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated September 30, 2020, is by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

EX-10.2 3 dex102.htm FORM OF ROCHE CONTINGENT VALUE RIGHTS AGREEMENT Form of Roche CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 5th, 2020 • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ • ] (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial Roche CVR Registrar (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • March 29th, 2022 • Pineapple Holdings, Inc. • Telephone & telegraph apparatus • Minnesota

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 25, 2022 (this “Agreement”), by and among COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (the “Parent”), Equiniti Trust Company, as Rights Agent (the “Rights Agent”), and Richard A. Primuth, in his capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • August 14th, 2023 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2022 (the “Effective Date”), is entered into by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as initial Rights Agent (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 23rd, 2023 • Indivior PLC • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 2, 2023, (this “Agreement”), is entered into by and between Indivior Inc., a Delaware corporation (“Parent”), and Computershare Inc. (“Computershare”) and its affiliate, Computershare Trust Company, N.A., together, as Rights Agent (in such capacity, the “Rights Agent”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial H3 CVR Registrar (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 21, 2018, by and among A. SCHULMAN, INC., as the Company, solely with respect to Sections 8.03, 8.05 through 8.12, and 8.14, LYONDELLBASELL INDUSTRIES N.V., as Parent, Joseph M. Gingo, John K....
Contingent Value Rights Agreement • August 21st, 2018 • LyondellBasell Industries N.V. • Industrial organic chemicals

AGREEMENT (this “Agreement”), dated as of August 21, 2018, by and among A. Schulman, Inc., a Delaware corporation (the “Company”), Joseph M. Gingo, John K. Broussard, Jr. and David Leathers, as the initial Committee Members, and Equiniti Trust Company, as Paying Agent, and solely with respect to Sections 8.03, 8.05 through 8.12, and 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (“Parent”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2008 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2008 (this “Agreement”), is entered into by and among LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Buyer”), PHARMACOPEIA, INC., a Delaware corporation (“Target”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).