Form of SEPARATION AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC.Separation Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of [·],[·], 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.
Form of EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC.Employee Matters Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
Form of TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC.Transition Services Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
Form of TAX MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC.Tax Matters Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·],[·], 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”).
Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC.Intellectual Property License Agreement • November 29th, 2016 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 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”).
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.
September 28, 2016 Rogerio VivaldiBioverativ Inc. • November 29th, 2016 • Pharmaceutical preparations • Massachusetts
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
