SUBSCRIPTION AGREEMENT BY AND BETWEEN PFIZER INC. AND BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. Dated November 9, 2021Subscription Agreement • November 12th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
This Subscription Agreement (including the exhibits and schedules hereto, each as may be amended, restated or otherwise modified from time to time, this “Agreement”) is made as of November 9, 2021 (the “Signing Date”), between Pfizer Inc. (the “Investor”), a Delaware corporation, and Biohaven Pharmaceutical Holding Company Ltd., a company formed under the laws of the territory of the British Virgin Islands (the “Company”). The Investor and the Company are referred to herein as “Parties” and each, individually, as a “Party.”
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. SUBLICENSE AGREEMENT BY AND AMONG...Sublicense Agreement • November 12th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations
This Sublicense Agreement (including the exhibits and schedules hereto, each as may be amended, restated or otherwise modified from time to time, this “Agreement”) is made as of November 9, 2021 (the “Execution Date”) between (a) Pfizer Ireland Pharmaceuticals, a private unlimited liability company organized under the laws of Ireland and having its registered office at Operations Support Group, Ringaskiddy, Co. Cork, Ireland (“Pfizer”), (b) Biohaven Pharmaceutical Ireland DAC, an Irish designated activity company (“Biohaven Ireland”), (c) Biohaven Pharmaceutical Holding Company Ltd., a company formed under the laws of the territory of the British Virgin Islands (“Biohaven HoldCo” and collectively with Biohaven Ireland, “Biohaven”) and (d) BioShin Ltd., a Cayman Islands limited company (“BioShin” and collectively with Biohaven, “Licensor”). Unless expressly otherwise stated herein, Pfizer and Licensor are referred herein individually as a “Party” and collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, each as may be amended, restated or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 9, 2021, by and between Biohaven Pharmaceutical Holding Company Ltd., a business company formed under the laws of the territory of the British Virgin Islands (“Parent”), Biohaven Therapeutics Ltd., a business company formed under the laws of the territory of the British Virgin Islands and a wholly owned subsidiary of Parent (“Therapeutics”), Atlas Merger Sub, a Cayman Islands exempted company incorporated with limited liability and wholly owned indirect subsidiary of Parent (“Merger Sub”), and BioShin Limited 标新有限公司, a Cayman Islands exempted company incorporated with limited liability (the “Company” and, together with Parent, Therapeutics and Merger Sub, the “Parties”, and each, a “Party”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE...Collaboration and License Agreement • November 12th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (including the exhibits and schedules hereto, each as may be amended, restated or otherwise modified from time to time, this “Agreement”) is made as of November 9, 2021 (the “Execution Date”) between (a) Pfizer Ireland Pharmaceuticals, a private unlimited liability company organized under the laws of Ireland and having its registered office at Operations Support Group, Ringaskiddy, Co. Cork, Ireland (“Pfizer”), (b) Biohaven Pharmaceutical Ireland DAC, an Irish designated activity company (“Biohaven Ireland”), (c) Biohaven Pharmaceutical Holding Company Ltd., a company formed under the laws of the territory of the British Virgin Islands (“Biohaven HoldCo” and collectively with Biohaven Ireland, “Biohaven”) and (d) BioShin Ltd., a Cayman Islands limited company (“BioShin” and collectively with Biohaven, “Licensor”). Unless expressly otherwise stated herein, Pfizer, Biohaven and BioShin are referred herein individually as a “Party” and collectively
AMENDMENT NO. 3 AND LIMITED CONSENT TO FINANCING AGREEMENTFinancing Agreement • November 12th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • New York
This AMENDMENT NO. 3 AND LIMITED CONSENT TO FINANCING AGREEMENT, dated as of November 9, 2021 (this “Amendment”), is made by and among BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 1792178 (the “Company” or “BVI Borrower”), BIOHAVEN PHARMACEUTICALS, INC., a corporation organized under the laws of Delaware (“US Borrower” and, together with BVI Borrower, the “Borrowers”, and each individually, a “Borrower”), the Guarantors party hereto, the Lenders party hereto (constituting the Required Lenders), and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
