Contingent Value Rights Agreement Sample Contracts

SteadyMed Ltd. – Form of Contingent Value Rights Agreement (April 30th, 2018)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*] (this Agreement), is entered into by and between United Therapeutics Corporation, a Delaware corporation (the Parent) and [*], as rights agent (the Rights Agent).

Keane Group, Inc. – KEANE GROUP CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG KEANE GROUP INC. ROCKPILE ENERGY HOLDINGS, LLC AND THE OTHER PERMITTED HOLDERS PARTY HERETO DATED AS OF July 3, 2017 (July 3rd, 2017)

THIS KEANE GROUP CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 3, 2017 (this "Agreement"), is entered into by and among Keane Group Inc., a Delaware corporation (the "Company"), RockPile Energy Holdings, LLC, a Delaware limited liability company (the "Principal Seller") and the Permitted Holders (as defined herein).

KTL Bamboo International Corp – [Form Of] Contingent Value Rights Agreement (June 12th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2017 (this "Agreement"), is entered into by and between Sientra, Inc., a Delaware corporation ("Parent") and [_____________] as Rights Agent (the "Rights Agent").

Sientra, Inc. – [Form Of] Contingent Value Rights Agreement (June 12th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2017 (this Agreement), is entered into by and between Sientra, Inc., a Delaware corporation (Parent) and [ ] as Rights Agent (the Rights Agent).

Randalls Food Markets Inc – Casa Ley Contingent Value Rights Agreement by and Among Ab Acquisition Llc, Safeway Inc. The Shareholder Representative, as Defined Herein and Computershare Inc. And Computershare Trust Company, N.A., as Rights Agent Dated as of January 30, 2015 (May 19th, 2017)

THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this Agreement), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (Ultimate Parent), Safeway Inc., a Delaware corporation (the Company), Computershare Inc. (Computershare) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the Rights Agent) and the Shareholder Representative.

SONUS Pharmaceuticals, Inc. – Contingent Value Rights Agreement (January 5th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], (this Agreement), is entered into by and among OncoGenex Pharmaceuticals, Inc., a Delaware corporation (Arrow), Achieve Life Science, Inc., a Delaware corporation (the Company), and [*], a [*], as Rights Agent.

SONUS Pharmaceuticals, Inc. – Contingent Value Rights Agreement (January 5th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], (this Agreement), is entered into by and among OncoGenex Pharmaceuticals, Inc., a Delaware corporation (Arrow), Achieve Life Science, Inc., a Delaware corporation (the Company), and [*], a [*], as Rights Agent.

Artisan Partners Asset Manageme – Public Company Contingent Value Rights Agreement (February 25th, 2016)

This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the "Company"), and the Holders (as defined below) from time to time.

Artisan Partners Asset Manageme – Partnership Contingent Value Rights Agreement (February 25th, 2016)

This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership ("Holdings"), Artisan Partners Asset Management, Inc., a Delaware corporation ("APAM"), and the Holders (as defined below) from time to time.

Shire Ltd – CONTINGENT VALUE RIGHTS AGREEMENT by and Between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of January 22, 2015 (January 22nd, 2016)

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 22, 2015 (this "Agreement"), by and between Shire plc, a company incorporated in Jersey ("Parent Holdco"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the "Rights Agent"), in favor of each person who from time to time holds one or more contingent value rights (the "CVRs") to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Contingent Value Rights Agreement (January 8th, 2016)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 8, 2016 (this "Agreement"), is entered into by and among RestorGenex Corporation, a Delaware corporation ("Parent") and Computershare, Inc., a Delaware corporation, as Rights Agent (the "Rights Agent").

CONTINGENT VALUE RIGHTS AGREEMENT by and Between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of [*], 2015 (November 2nd, 2015)

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2015 (this Agreement), by and between Shire plc, a company incorporated in Jersey (Parent Holdco), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the Rights Agent), in favor of each person who from time to time holds one or more contingent value rights (the CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

CONTINGENT VALUE RIGHTS AGREEMENT by and Between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of [*], 2015 (November 2nd, 2015)

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2015 (this Agreement), by and between Shire plc, a company incorporated in Jersey (Parent Holdco), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the Rights Agent), in favor of each person who from time to time holds one or more contingent value rights (the CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Shire Ltd – CONTINGENT VALUE RIGHTS AGREEMENT by and Between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (November 2nd, 2015)

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2015 (this Agreement), by and between Shire plc, a company incorporated in Jersey (Parent Holdco), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the Rights Agent), in favor of each person who from time to time holds one or more contingent value rights (the CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Albertsons Companies, Inc. – Casa Ley Contingent Value Rights Agreement by and Among Ab Acquisition Llc, Safeway Inc. The Shareholder Representative, as Defined Herein and Computershare Inc. And Computershare Trust Company, N.A., as Rights Agent Dated as of January 30, 2015 (July 8th, 2015)

THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this Agreement), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (Ultimate Parent), Safeway Inc., a Delaware corporation (the Company), Computershare Inc. (Computershare) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the Rights Agent) and the Shareholder Representative.

Pdc Contingent Value Rights Agreement by and Among Ab Acquisition Llc, Safeway Inc. The Shareholder Representative, as Defined Herein and Computershare Inc. And Computershare Trust Company, N.A., as Rights Agent Dated as of January 30, 2015 (January 30th, 2015)

THIS PDC CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this Agreement), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (Ultimate Parent), Safeway Inc., a Delaware corporation (the Company), Computershare Inc. (Computershare) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the Rights Agent) and the Shareholder Representative.

Casa Ley Contingent Value Rights Agreement by and Among Ab Acquisition Llc, Safeway Inc. The Shareholder Representative, as Defined Herein and Computershare Inc. And Computershare Trust Company, N.A., as Rights Agent Dated as of January 30, 2015 (January 30th, 2015)

THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this Agreement), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (Ultimate Parent), Safeway Inc., a Delaware corporation (the Company), Computershare Inc. (Computershare) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the Rights Agent) and the Shareholder Representative.

Form of Contingent Value Rights Agreement (November 26th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [] (this Agreement), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (Parent), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (Buyer), and [], a [], as Rights Agent.

Contingent Value Rights Agreement (November 17th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 17, 2014 (this Agreement), is entered into by and between Actavis W.C. Holding Inc., a Delaware corporation (Parent), and Computershare Inc. (Computershare) and its wholly-owned subsidiary, Computershare Trust Company, N.A. (together, the Rights Agent).

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (October 8th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this Agreement), is entered into by and between Actavis W.C. Holding Inc., a Delaware corporation (Parent), and [ ], a [ ], as Rights Agent.

Contingent Value Rights Agreement (September 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this Agreement), is entered into by and between Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (Parent), and [ ], as Rights Agent (together with Parent, the Parties).

Contingent Value Rights Agreement (July 3rd, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 2, 2014 (this Agreement), is entered into by and between Forest Laboratories, LLC, a Delaware limited liability company (Parent), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

Contingent Value Rights Agreement (July 3rd, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 2, 2014 (this Agreement), is entered into by and between Forest Laboratories, LLC, a Delaware limited liability company (Parent), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

Amendment of "Tr Beta" Contingent Value Rights Agreement (May 22nd, 2014)

This Amendment (this "Amendment") is dated May 20, 2014 and amends that certain "TR Beta" Contingent Value Rights Agreement dated as of January 27, 2010 (the "Agreement") by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation ("Target"), David F. Hale, as Stockholders' Representative (the "Stockholders' Representative"), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the "Rights Agent") and as initial TR Beta CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders' Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by this Amendment.

Amendment of "General" Contingent Value Rights Agreement (May 22nd, 2014)

This Amendment (this "Amendment") is dated May 20, 2014 and amends that certain "General" Contingent Value Rights Agreement dated as of January 27, 2010 (as previously amended on January 26, 2011, the "Agreement") by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation ("Target"), David F. Hale, as Stockholders' Representative (the "Stockholders' Representative"), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the "Rights Agent") and as initial General CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders' Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound b

Chelsea Therapeutics International – Form of Contingent Value Rights Agreement (May 8th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2014 (this "Agreement"), is entered into by and between H. Lundbeck A/S, a Danish corporation ("Parent"), and [*], a [Jurisdiction] [Type of Entity], as Rights Agent.

Furiex Pharmaceuticals – Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.

AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and Among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. And FURIEX PHARMACEUTICALS, INC. (April 29th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2014 (this Agreement), is entered into by and among Forest Laboratories, Inc., a Delaware corporation (Parent), Royal Empress, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Furiex Pharmaceuticals, Inc., a Delaware corporation (the Company). Defined terms used herein have the meanings provided in Section 8.13 and Section 8.14.

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.

Furiex Pharmaceuticals – AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and Among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. And FURIEX PHARMACEUTICALS, INC. (April 29th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2014 (this Agreement), is entered into by and among Forest Laboratories, Inc., a Delaware corporation (Parent), Royal Empress, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Furiex Pharmaceuticals, Inc., a Delaware corporation (the Company). Defined terms used herein have the meanings provided in Section 8.13 and Section 8.14.

Furiex Pharmaceuticals – Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 29th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.

AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and Among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. And FURIEX PHARMACEUTICALS, INC. (April 28th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2014 (this Agreement), is entered into by and among Forest Laboratories, Inc., a Delaware corporation (Parent), Royal Empress, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Furiex Pharmaceuticals, Inc., a Delaware corporation (the Company). Defined terms used herein have the meanings provided in Section 8.13 and Section 8.14.

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 28th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT (April 28th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2014 (this Agreement), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (Parent), and [], a [], as Rights Agent.