Common use of Pre-Closing Restructuring Clause in Contracts

Pre-Closing Restructuring. (a) Subject to Section 2.2 and applicable Law, prior to the Closing, BridgeBio shall have, and shall have caused its applicable Subsidiaries to, transfer, convey, deliver and assign to the applicable In-Scope Entity (to the extent not already owned by such In-Scope Entity) or the Formed Entity (designated by BridgeBio to hold the Acquired Assets for the Tuberous Sclerosis Complex (TSC) program (with respect to small molecule method only)) all of BridgeBio’s and its Subsidiaries’ respective right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), and each In-Scope Entity or the Formed Entity, as applicable, has assumed, is responsible for and has timely discharged when due, all respective Assumed Liabilities, pursuant to the Pre-Closing Assignment and Assumption Agreement. (b) Each Party expressly agrees and acknowledges that the Acquired Assets will not include any assets, rights or interests of BridgeBio and its Subsidiaries that do not constitute “Acquired Assets”, which excluded assets shall be deemed to include the following items (collectively, the “Excluded Assets”): (i) all Intellectual Property other than the Acquired IP Assets, including, for clarity, any Trademarks that include (A) BRIDGEBIO and (B) any Trademarks containing or comprising the foregoing (A), including any Trademarks confusingly similar thereto or dilutive thereof (such Trademarks, the “BridgeBio Marks”); (ii) all IT Assets other than the Acquired IT Assets; (iii) the portion of any Shared Contracts that are not allocated or assigned to or retained by the Company or any of its Subsidiaries, or to which BridgeBio or any of its Affiliates (other than the Acquired Subsidiaries) is or will be a party pursuant to Section 6.8 of the Agreement; (iv) all (A) applications, submissions, registrations or notifications submitted to a Regulatory Authority for purposes of obtaining, updating or maintaining of any Regulatory Approval, (B) correspondence with or to Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authorities), (C) non-clinical, clinical and other files, writings, notes, studies, reports and other documents contained or referenced in or supporting any of the foregoing or any Regulatory Approval, and (D) all regulatory or legal rights in any of clauses (A) to (C), in each case of the foregoing (A) – (D), other than the Acquired Regulatory Documentation; (v) all Regulatory Approvals other than Regulatory Approvals exclusively related to any In-Scope Program (if applicable); (vi) all rights of BridgeBio under this Agreement and the other Transaction Documents; (vii) (A) all real property and any buildings, improvements and fixtures thereon, and (B) all leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of BridgeBio or any of its Affiliates; (viii) all cash and cash equivalents (“Cash”); (ix) the portion of the “Intercompany receivables” reflected in the “Total assets” line item of the Financial Statements for each of Portal or Sub21 to the extent incurred on or prior to June 30, 2024 (the “Excluded Intercompany Receivables”); and (x) all insurance policies and binders and all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders.

Pre-Closing Restructuring. (a) Subject to Section 2.2 and applicable LawHercules has completed or will complete, prior to the Closing, BridgeBio shall haveeach of the following (collectively, the "Pre-Closing Restructuring"): (i) the merger of Hercules Copenhagen ApS with and shall have caused its applicable Subsidiaries to, transfer, convey, deliver into the Issuer; (ii) the necessary corporate and assign to the applicable In-Scope Entity (to the extent not already owned by such In-Scope Entity) or the Formed Entity (designated by BridgeBio to hold the Acquired Assets for the Tuberous Sclerosis Complex (TSC) program (with respect to small molecule method only)) all of BridgeBio’s and its Subsidiaries’ respective right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances shareholder authorizations (other than Permitted Encumbrances)the adoption of a shareholder resolution approving the final distribution of the note referred to in clause (iii) below, notification of (and required filings with) the Danish Commerce and Companies Agency relating to such resolution, and each In-Scope Entity or the Formed Entityamendment of the Issuer's Articles of Association and share register in order to reflect the Decapitalization referred to below) of the reduction of the nominal share capital of the Issuer by DKK 45,700,000 to be effected by distributing the DKK 25 33 696,080,000 note referred to in clause (iii) below and a note of up to DKK 3,526,000,000 corresponding to a loan received by Hercules from the Issuer at Closing, as applicableto which notification was published in the public Gazette on May 27, has assumed2000 in accordance with Section 47 of the Act on Private Limited Companies (the "Decapitalization"); and (iii) the transfer to Hercules Newco of all of the issued and outstanding capital stock of each of Hercules SA, Hercules AB and OY Hercofin AB in exchange for DKK 385,000,000 cash and a DKK 696,080,000 aggregate principal amount note of Hercules Newco. The intention of the parties is responsible for and has timely discharged when duethat the investment of Lehm▇▇ ▇▇▇co in the Issuer herein contemplated, all respective Assumed Liabilities, pursuant to including the Pre-Closing Assignment Restructuring and Assumption Agreementthe Decapitalization, shall be on a basis consistent with Annex A hereto. (b) Each Party expressly agrees As described in Section 5.14(a) and acknowledges that the Acquired Assets Disclosure Schedule, pursuant to a loan facility entered into between Hercules and Issuer on May 17, 2000, Issuer will not include any assets, rights or interests of BridgeBio loan and its Subsidiaries that do not constitute “Acquired Assets”, which excluded assets shall be deemed to include the following items (collectivelyHercules will borrow at Closing, the “Excluded Assets”):Closing Date Loan Amount. The Closing Date Loan Amount will be calculated in accordance with Annex B. (ic) Subject in all Intellectual Property other than cases to the Acquired IP Assetsrequirements of applicable laws, including, for clarity, any Trademarks that include (A) BRIDGEBIO Buyer agrees to use reasonable best efforts to cause the Issuer and (B) any Trademarks containing or comprising Issuer's board of directors to adopt resolutions approving and effecting the foregoing (A), including any Trademarks confusingly similar thereto or dilutive thereof (such Trademarks, distribution of the “BridgeBio Marks”); (ii) all IT Assets other than the Acquired IT Assets; (iii) the portion of any Shared Contracts that are not allocated or assigned to or retained by the Company or any of its Subsidiaries, or to which BridgeBio or any of its Affiliates (other than the Acquired Subsidiaries) is or will be a party notes issued pursuant to the loan facility referenced in Section 6.8 5.14(b) and to file the registration of the Agreement; (iv) all (A) applicationsDecapitalization with the Danish Commerce and Companies Agency, submissions, registrations or notifications submitted to a Regulatory Authority for purposes of obtaining, updating or maintaining of any Regulatory Approval, (B) correspondence with or to Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authorities), (C) non-clinical, clinical and other files, writings, notes, studies, reports and other documents contained or referenced in or supporting any of the foregoing or any Regulatory Approval, and (D) all regulatory or legal rights in any of clauses (A) to (C), in each case of the foregoing (A) – (D), other than the Acquired Regulatory Documentation; (v) all Regulatory Approvals other than Regulatory Approvals exclusively related to any In-Scope Program (if applicable); (vi) all rights of BridgeBio under this Agreement and the other Transaction Documents; (vii) (A) all real property and any buildings, improvements and fixtures thereon, and (B) all leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of BridgeBio or any of its Affiliates; (viii) all cash and cash equivalents (“Cash”); (ix) the portion of the “Intercompany receivables” reflected in the “Total assets” line item of the Financial Statements for each of Portal or Sub21 to the extent incurred on or prior to June 30, 2024 (the “Excluded Intercompany Receivables”); and (x) all insurance policies and binders and all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or bindersas soon as practicable after Closing.

Pre-Closing Restructuring. (a) Subject Notwithstanding anything to Section 2.2 and applicable Lawthe contrary herein, prior to the Closingconsummation of the transactions set forth in Section 2.1, BridgeBio shall havethe applicable Sellers shall, and shall have caused its cause the applicable Subsidiaries members of the Seller Group to, transferperform the following actions in connection with the Merger and immediately following the completion of the transactions set forth in this Section 6.3, conveythe Parties shall commence the performance of the transactions set forth in Section 2.1: (i) As soon as practicable following the date hereof (which, deliver and assign to the applicable In-Scope Entity (to the extent not already owned by such In-Scope Entity) if Seller so elects, may be after completion of any part or the Formed Entity (designated by BridgeBio to hold the Acquired Assets for the Tuberous Sclerosis Complex (TSC) program (with respect to small molecule method only)) all of BridgeBio’s and its Subsidiaries’ respective right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), and each In-Scope Entity or the Formed Entity, as applicable, has assumed, is responsible for and has timely discharged when due, all respective Assumed Liabilities, pursuant to the Pre-Closing Assignment Restructuring steps set forth on Exhibit D but, in any event, prior to Closing): (A) The Sellers shall, and Assumption Agreementshall cause the applicable members of the Seller Group and LCIA to, execute the LCIA Contribution Agreement whereupon (1) the applicable members of the Seller Group will contribute all of the assets and Liabilities set forth in Section 6.3(a)(i)(A) of the Sellers Disclosure Letter (the “Mexx Europe Assets” and the “Mexx Europe Liabilities,” respectively) to LCIA and (2) LCIA shall accept and assume the Mexx Europe Assets and Mexx Europe Liabilities. (B) Promptly following the contribution of the Mexx Europe Assets and Mexx Europe Liabilities to LCIA, Liz Foreign shall, and shall cause LCIA and the applicable Acquired Companies to, execute the LCIA Distribution Agreement whereupon (1) LCIA will distribute all of the assets (including any Shared Contracts) and Liabilities set forth in Section 6.3(a)(i)(B) of the Sellers Disclosure Letter (such assets, the “Retained Assets” and such Liabilities, together with any other Liabilities primarily unrelated to the Mexx Europe Business (all of which shall be distributed, transferred or disposed of by LCIA in connection with the Pre-Closing Restructuring), the “Retained Liabilities,” respectively) to Liz Foreign (including by first causing such assets and Liabilities to be transferred from one or more of the Acquired Companies to LCIA), and (2) Liz Foreign shall accept and assume the Retained Assets and Retained Liabilities. (ii) Promptly following the completion of the transactions described in Section 6.3(a)(i), Liz Foreign shall cause LCIA to form NewCo, which shall be a wholly-owned Subsidiary of LCIA and Liz Foreign shall form LF BV, which shall be a wholly-owned Subsidiary of Liz Foreign. (iii) Promptly following the formation of NewCo and the transactions set forth in Section 6.3(a)(i)(B), Liz Foreign shall cause LCIA and NewCo to execute the NewCo Contribution Agreement whereupon (A) LCIA will contribute all of its assets and Liabilities (including, for the avoidance of doubt, all of the issued and outstanding Mexx Europe Shares) to NewCo, in exchange for NewCo Shares, by means of a notarial deed of issue and transfer of shares pursuant to applicable Law, which deed includes the transfer of the Mexx Europe Shares, and (B) NewCo will accept and assume all such assets and Liabilities. An auditor’s statement confirming that the aforementioned total contribution is at least equal to the nominal value of the NewCo Shares to be issued by NewCo to LCIA will be attached to the notarial deed of issue and transfer described in clause (A) of this Section 6.3(a)(iii). (iv) Promptly following the completion of the transactions described in Section 6.3(a)(iii), Liz Foreign shall cause LCIA to be wound up and dissolved pursuant to the terms of its organizational documents and in accordance with the relevant provisions of the DGCL and, in accordance therewith, Liz Foreign shall cause LCIA to distribute to Liz Foreign all of its NewCo Shares by means of a notarial deed of transfer of shares. (v) Promptly following the completion of the transactions described in Section 6.3(a)(iv), (A) Liz Foreign shall contribute all of its NewCo Shares to LF BV in exchange for share premium (‘agio’) by means of a notarial deed of transfer of shares pursuant to applicable Law, and (B) LF BV shall accept the NewCo Shares. An auditor’s statement confirming that the aforementioned contribution is at least equal to €0 will be attached to the notarial deed of transfer described in clause (A) of this Section 6.3(a)(v). (b) Each Party expressly agrees On the terms and acknowledges that subject to the Acquired Assets will not include any assetsconditions set forth in this Agreement, rights or interests of BridgeBio the Sellers and its their respective Affiliates and Subsidiaries that do not constitute “Acquired Assets”, which excluded assets shall be deemed to include may take the following items restructuring steps set forth on Exhibit D (collectively, together with the “Excluded Assets”): transactions set forth in Section 6.3(a)(i) through (i) all Intellectual Property other than the Acquired IP Assets, including, for clarity, any Trademarks that include (A) BRIDGEBIO and (B) any Trademarks containing or comprising the foregoing (Aa)(v), including any Trademarks confusingly similar thereto or dilutive thereof (such Trademarks, the “BridgeBio MarksPre-Closing Restructuring”); (ii) all IT Assets other than the Acquired IT Assets; (iii) the portion of any Shared Contracts that are not allocated or assigned to or retained by the Company or any of its Subsidiaries, or to which BridgeBio or any of its Affiliates (other than the Acquired Subsidiaries) is or will be a party pursuant to Section 6.8 of the Agreement; (iv) all (A) applications, submissions, registrations or notifications submitted to a Regulatory Authority for purposes of obtaining, updating or maintaining of any Regulatory Approval, (B) correspondence with or to Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authorities), (C) non-clinical, clinical and other files, writings, notes, studies, reports and other documents contained or referenced in or supporting any of the foregoing or any Regulatory Approval, and (D) all regulatory or legal rights in any of clauses (A) to (C), in each case of the foregoing (A) – (D), other than the Acquired Regulatory Documentation; (v) all Regulatory Approvals other than Regulatory Approvals exclusively related to any In-Scope Program (if applicable); (vi) all rights of BridgeBio under this Agreement and the other Transaction Documents; (vii) (A) all real property and any buildings, improvements and fixtures thereon, and (B) all leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of BridgeBio or any of its Affiliates; (viii) all cash and cash equivalents (“Cash”); (ix) the portion of the “Intercompany receivables” reflected in the “Total assets” line item of the Financial Statements for each of Portal or Sub21 to the extent incurred on or prior to June 30, 2024 (the “Excluded Intercompany Receivables”); and (x) all insurance policies and binders and all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or bindersClosing Date.