Biogen Inc. Cambridge, Massachusetts 02142Letter Agreement • February 7th, 2018 • Sanofi • 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
Offer To Purchase All Outstanding Shares of Common Stock of BIOVERATIV INC. at $105.00 Per Share, Net in Cash by BLINK ACQUISITION CORP., an indirect, wholly- owned subsidiary of SANOFISanofi • February 7th, 2018 • Pharmaceutical preparations
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 21, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, as soon as practicable following (and on the same day as) the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly-owned subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent or any other direct or indirect wholly-ow
Re: Exclusivity AgreementSanofi • February 7th, 2018 • Pharmaceutical preparations • Delaware
In connection with the consideration by Sanofi (“Buyer”) of a possible negotiated transaction resulting in the acquisition of all of the outstanding equity securities of the Company at a valuation of $105 per share (the “Transaction”) involving Bioverativ Inc. (the “Company”) and to induce Buyer to devote time and resources in connection therewith, by the execution and delivery of this exclusivity agreement (this “Agreement”) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Company covenants and agrees with the Buyer as follows:
