CREDIT AGREEMENT Dated as of June 28, 2017 among BIOVERATIV INC.Credit Agreement • June 29th, 2017 • Bioverativ Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2017, among BIOVERATIV INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SEPARATION AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017Separation Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of January 31, 2017, is entered into by and between Biogen Inc. (“Biogen”), a Delaware corporation, and Bioverativ Inc. (“Bioverativ”), a Delaware corporation and a wholly owned subsidiary of Biogen. “Party” or “Parties” means Biogen or Bioverativ, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
RESTRICTED STOCK UNIT AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 OMNIBUS EQUITY PLANRestricted Stock Unit Award Agreement • March 24th, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142Letter Agreement • January 22nd, 2018 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This letter agreement (this “Letter Agreement”) is entered into on the date first set forth above by and among Sanofi, a French société anonyme (“Parent”), Bioverativ Inc., a Delaware corporation (“Company”), and Biogen Inc., a Delaware corporation (“Biogen”). Reference is made to that certain Tax Matters Agreement, dated as of January 31, 2017, by and between Biogen and the Company (the “Tax Matters Agreement”). Pursuant to an agreement and plan of merger to be entered into among Parent, Blink Acquisition Corp., a Delaware corporation (“Merger Sub”), and the Company (the “Merger Agreement”), Parent will, directly or indirectly, acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), pursuant to a tender offer for all of the shares of Company Common Stock (the “Offer”), and, following consummation of such Offer and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the merger
EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017Employee Matters Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of February 1, 2017Transition Services Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among SANOFI, BIOVERATIV INC., and BLINK ACQUISITION CORP. JANUARY 21, 2018Agreement and Plan of Merger • January 22nd, 2018 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 21, 2018, is entered into by and among Bioverativ Inc., a Delaware corporation (the “Company”), Sanofi, a French société anonyme (“Parent”), and Blink Acquisition Corp., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Sub”).
TAX MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. DATED AS OF JANUARY 31, 2017Tax Matters Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of January 31, 2017, by and between Biogen Inc. (“Biogen”), a Delaware corporation, and Bioverativ Inc. (“Bioverativ”), a Delaware corporation and a wholly owned Subsidiary of Biogen. (Biogen and Bioverativ are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Swedish Orphan Biovitrum AB (publ) and Biogen Idec Hemophilia Inc. CONFIDENTIAL TREATMENT REQUESTED FOIA EXEMPTION CLAIMED AND PRIOR NOTIFICATION REQUESTED BEFORE ANY...Confidential Treatment Requested • December 20th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”), dated as of April 10, 2014 (the “Effective Date”) is entered into between Swedish Orphan Biovitrum AB (publ), a Swedish corporation having a place of business at Tomtebodavägen 23A, Solna, Stockholm, SE-112 76, Sweden (“Sobi”) and Biogen Idec Hemophilia Inc., a Delaware corporation having a place of business at 14 Cambridge Center, Cambridge, MA 02142 USA (“Biogen Idec”). Each of Sobi and Biogen Idec shall be referred to herein as a “Party,” and collectively as the “Parties”.
Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC.Intellectual Property License Agreement • December 20th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
MANUFACTURING AND SUPPLY AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017Manufacturing and Supply Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This Manufacturing and Supply Agreement (the “Agreement”) is made and entered into as of January 31, 2017, by and between Biogen Inc., a Delaware corporation (“Biogen”), and Bioverativ Inc., a Delaware corporation (“Bioverativ”). Each of the parties hereto are referred to collectively as the “Parties” and individually as a “Party”.
May 19, 2016 John Cox Re: Conditional Offer of SpinCo Employment Dear John,Letter Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (“Agreement”) sets forth the terms and conditions of our conditional offer of employment with the new legal entity expected to be spun out from Biogen Inc. to focus on the research, development, and commercialization of hemophilia therapies. For purposes of this letter agreement, the new legal entity will be referred to as “SpinCo” and the date of the separation and distribution of SpinCo shares to SpinCo shareholders (i.e., the date the spin out occurs) will be referred to as the “Date of Distribution.” Provided SpinCo has been legally formed, the spin-off occurs, and you have met all of the terms and conditions for employment with SpinCo as set forth below, if you accept this offer your new full-time position with SpinCo will be as its Chief Executive Officer.
ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Merger Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 2 Section 1.5 Certificate of Incorporation and Bylaws; Directors and Officers 2 Section 1.6 Effect on Capital...Agreement and Plan of Merger • May 23rd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 22, 2017 (the “Agreement Date”), among Bioverativ Inc., a Delaware corporation (“Parent”), TITN Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), True North Therapeutics, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative. Parent, Merger Sub, the Company, and the Equityholders’ Representative are occasionally referred to herein as the “parties.”
INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC. Dated as of February 1, 2017Intellectual Property License Agreement • February 2nd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of February 1, 2017 (the “Effective Date”) by and between Bioverativ Inc. (“Bioverativ”), a Delaware corporation, and Biogen Inc. (“Biogen”), a Delaware corporation (each of Bioverativ and Biogen being a “Party,” and collectively, the “Parties”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCommercialization Agreement • October 21st, 2016 • Bioverativ Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), dated August 13, 2014 (the “Amendment Effective Date”), to the Second Amended and Restated Development and Commercialization Agreement, dated April 10, 2014 (the “Agreement”), is entered into by and between Biogen Idec Hemophilia Inc., a Delaware corporation (“Biogen Idec”), and Swedish Orphan Biovitrum AB (publ), a Swedish corporation (“Sobi”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Agreement and the Agreement shall be amended to incorporate any additional definitions provided for in this Amendment.
September 28, 2016 Rogerio VivaldiBioverativ Inc. • November 29th, 2016 • Pharmaceutical preparations • Massachusetts
NONQUALIFIED STOCK OPTION AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 OMNIBUS EQUITY PLANNonqualified Stock Option Award Agreement • March 24th, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCommercialization Agreement • October 21st, 2016 • Bioverativ Inc. • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment”), dated June 25, 2015 (the “Amendment Effective Date”), to the Second Amended and Restated Development and Commercialization Agreement, dated April 10, 2014, as amended (the “Agreement”), is entered into by and between Biogen Hemophilia Inc., (formerly known as Biogen Idec Hemophilia Inc.), a Delaware corporation (“Biogen”), and Swedish Orphan Biovitrum AB (publ), a Swedish corporation (“Sobi”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Agreement, and the Agreement shall be amended as set forth herein.
RESTRICTED STOCK UNIT AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 NON- EMPLOYEE DIRECTORS EQUITY PLANRestricted Stock Unit Award Agreement • March 24th, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations
This Agreement, made and entered into this day of , 201 (“Agreement”), by and between Bioverativ Inc., a Delaware corporation (the “Company”), and (“Indemnitee”):
October 28, 2016 John GreeneBioverativ Inc. • November 29th, 2016 • Pharmaceutical preparations • Massachusetts
NONQUALIFIED STOCK OPTION AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 NON-EMPLOYEE DIRECTORS EQUITY PLANNonqualified Stock Option Award Agreement • March 24th, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
