EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
EMPLOYMENT AGREEMENT by and between Ikaria, Inc., a Delaware corporation (the “Company”), and Martin Meglasson, PhD. (the “Executive”), dated as of the 10th day of August, 2010 (this “Agreement”).
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT BY AND AMONG IKARIA DEVELOPMENT SUBSIDIARY ONE LLC AND BIOLINERX LTD. AND BIOLINE INNOVATIONS JERUSALEM L.P.License and Commercialization Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New York
This Amended and Restated License and Commercialization Agreement (the “Agreement”) is entered into this 26th day of August, 2009, by and among Ikaria Development Subsidiary One LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), BioLineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLineRx”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SEPARATION AND DISTRIBUTION AGREEMENT dated as of February 9, 2014 entered into by and among IKARIA, INC., BELLEROPHON...Separation and Distribution Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 9, 2014 (this “Agreement”), is entered into by and among Ikaria, Inc., a Delaware corporation (“Ikaria”), Ikaria Acquisition Inc., a Delaware corporation (together with its successor, Ikaria Acquisition LLC, a Delaware limited liability company “AcquisitionCo”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Each of Ikaria and R&DCo are sometimes referred to herein as a “Party,” and Ikaria and R&DCo are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of February 9, 2014, by and between Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”), and Ikaria, Inc., a Delaware corporation (“Ikaria”). In this Agreement, each of R&DCo and Ikaria are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
Bellerophon Therapeutics LLC Option Agreement Granted Under 2014 Equity Incentive PlanBellerophon Therapeutics LLC • January 13th, 2015 • Pharmaceutical preparations
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE CROSS- LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENTMatters Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT (the “Agreement”), is dated February 9, 2014 (the “Effective Date”) by and between INO Therapeutics LLC, a Delaware limited liability company, d/b/a Ikaria, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
AGREEMENT NOT TO COMPETEAgreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This AGREEMENT NOT TO COMPETE (this “Agreement”) is made as of (the “Effective Date”), by and between IKARIA ACQUISITION INC., a Delaware corporation (“Ikaria”), and (“ ”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DEVICE CLINICAL SUPPLY AGREEMENTDevice Clinical Supply Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This Device Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Ikaria, Inc., a Delaware corporation (the “Company”), and Dr. Reinilde Heyrman (the “Employee”), dated as of the 26th day of March, 2012.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. DRUG CLINICAL SUPPLY AGREEMENTDrug Clinical Supply Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
This Drug Clinical Supply Agreement (this “Agreement”) is entered into as of February 9, 2014 (the “Effective Date”) by and between by and between INO Therapeutics LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 d/b/a Ikaria (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EMPLOYEE MATTERS AGREEMENT by and between IKARIA, INC. and BELLEROPHON THERAPEUTICS LLC dated as of February 9, 2014Employee Matters Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
This Employee Matters Agreement, dated as of February 9, 2014, is made and entered by and among Ikaria, Inc., a Delaware Corporation (“Ikaria”), and Bellerophon Therapeutics LLC, a Delaware limited liability company (“R&DCo”). Ikaria and R&DCo are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them by the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement is made and entered into this day of 2015 (the “Agreement”) by and between Bellerophon Therapeutics LLC, a Delaware limited liability company (the “Company,” which term shall include any successor entity resulting from the conversion of the Company into another form of business entity and, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company), and [ ] (the “Indemnitee”).
Investor fund] [Street address] [City, state, zip] Dear Sirs:Bellerophon Therapeutics LLC • January 13th, 2015 • Pharmaceutical preparations
This letter will confirm our agreement that, in connection with the receipt by [Investor], a Delaware [entity form] (“Investor”), of shares of common stock, $0.01 par value per share, of Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the Company’s conversion from a Delaware limited liability company to a Delaware corporation pursuant to the Plan of Conversion dated on or about the date hereof, Investor will be entitled to the following contractual management rights relating to the Company and its direct and indirect subsidiaries (collectively, the “Management Rights”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New Jersey
EMPLOYMENT AGREEMENT by and between Bellerophon Therapeutics LLC (the “Parent”), Bellerophon Services, Inc. (the “Company”) and Jonathan M. Peacock (the “Executive”), dated as of June 20, 2014 (this “Agreement”).
