Value Rights Agreement Sample Contracts

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
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”).

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EX-10.2 4 dex102.htm TR BETA CONTINGENT VALUE RIGHTS AGREEMENT CONTINGENT VALUE RIGHTS AGREEMENT
Value Rights Agreement • May 5th, 2020 • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 27, 2010 (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 TR Beta CVR Registrar (as defined herein).

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN BIOMARIN PHARMACEUTICAL INC., BIOMARIN FALCONS B.V. and [RIGHTS AGENT] Dated as of [ ]
Value Rights Agreement • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (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 [—], a [—], as Rights Agent.

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

EX-10.1 2 exhibit101cvragreement.htm EXHIBIT 10.1 CVR AGREEMENT Exhibit 10.1 Execution Version KEANE GROUP CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG KEANE GROUP INC. ROCKPILE ENERGY HOLDINGS, LLC AND THE OTHER PERMITTED HOLDERS PARTY HERETO DATED AS OF July 3, 2017 TABLE OF CONTENTS

ANNEX IV FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Value Rights Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).

Form of Real Estate CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT
Value Rights Agreement • August 24th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

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

EX-2.2 4 dex22.htm FORM OF CONTINGENT VALUE RIGHTS AGREEMENT CONTINGENT VALUE RIGHTS AGREEMENT
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-10.2 4 dex102.htm CONTINGENT VALUE RIGHTS AGREEMENT CONTINGENT VALUE RIGHTS AGREEMENT
Value Rights Agreement • May 5th, 2020 • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 14, 2011 (this “Agreement”), is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), CyDex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Allen K. Roberson and David Poltack, acting jointly as Shareholders’ Representative (collectively the “Shareholders’ Representative”).

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