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 • March 31st, 2015 • Bellerophon Therapeutics, Inc. • 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”).
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP”). Capitalized terms shall have the meanings assigned to them in Section 1.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 12, 2015, by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), New Mountain Partners II (AIV-B), L.P., a limited partnership organized under the laws of Delaware (“New Mountain”), New Mountain Partners II Special (AIV-A), L.P., a Delaware limited partnership (“New Mountain Blocker”), ARCH Venture Fund VI, L.P., a limited partnership organized under the laws of Delaware (“ARCH Ventures”), IRDO Holding Corp., a Delaware corporation (“IRDO”), Venrock Associates IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Associates”), Venrock Partners, L.P., a limited partnership organized under the laws of Delaware (“Venrock Partners”), and Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Entrepreneurs” and, together with Venrock Associates and Venrock Partners, “Venrock”), Venrock IK Holdings BT, Inc., a D
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), and Linde North America, Inc. (“Linde”), a Delaware corporation. Capitalized terms shall have the meanings assigned to them in Section 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2015 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT, dated as of February 12, 2015, is made and entered into by and among (i) Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), (ii) New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP II-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP II-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP” and, collectively with NMP II-A, NMP II-B and NMAI, the “NMP Entities”), (iii) ARCH Venture Fund VI, L.P., a Delaware limited partnership (“ARCH”), (iv) Venrock Partners, L.P., a Delaware limited partnership, Venrock Associates IV, L.P., a Delaware limited partnership, and Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership (collectively, the “Venrock Entities”), (v) Linde North America, Inc., a
