REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2013 • Aradigm Corp • Electromedical & electrotherapeutic apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, is by and among Aradigm Corporation, a California corporation with offices located at 3929 Point Eden Way, Hayward, CA 94545 (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”) and, solely with respect to Section 2(j), Grifols, S.A., a company (sociedad anónima) organized under the laws of Spain with offices located at Avinguda de la Generlitat, 152-158, Parc de Negocis Can Sant Joan, Sant Cugat del Valles 08174, Barcelona, Spain (“Grifols”).
GOVERNANCE AGREEMENT by and between ARADIGM CORPORATION and GRIFOLS, S.A. Dated as of [ ], 2013Governance Agreement • May 24th, 2013 • Aradigm Corp • Electromedical & electrotherapeutic apparatus • New York
This GOVERNANCE AGREEMENT, dated as of [ ], 2013 (this “Agreement”), is by and between ARADIGM CORPORATION, a California corporation (the “Company”), and GRIFOLS, S.A., a company (sociedad anónima) organized under the laws of Spain (“Purchaser”).
Aradigm-Grifols Option Terms for License, Development and Commercialization Agreement for Use of AERx Inhaler with Alpha-1 Antitrypsin BackgroundAradigm Corp • May 24th, 2013 • Electromedical & electrotherapeutic apparatus
In connection with the License and Collaboration Agreement related to inhaled ciprofloxacin (the “Ciprofloxacin License Agreement”) and Stock Purchase Agreement pursuant to which Grifols will purchase an amount equivalent to 35% of the outstanding common shares of Aradigm (the “Stock Purchase Agreement”) to be entered into by Grifols and Aradigm, Grifols wishes to obtain, and Aradigm wishes to grant to Grifols, an exclusive option for the right to elect, in Grifols’ sole discretion, to enter into an agreement with Aradigm under which Grifols would be granted an exclusive, worldwide license to Aradigm’s proprietary inhalation delivery platform consisting of AERx inhalation devices, AERx dosage forms and breath control technology (including all underlying intellectual property, including related patents, technology, trademarks, know-how, and all improvements thereto) (the “AERx Inhaler Platform”) for use with Grifols’ alpha-1 antitrypsin (“A1AT”) molecule (such option, the “Option” and s
