sc-14d9 Sample Contracts

Viela Bio, Inc.Viela Bio, Inc. One Medimmune Way, First Floor, Area Two Gaithersburg, Maryland 20878 (February 12th, 2021)

We are pleased to inform you that, on January 31, 2021, Viela Bio, Inc. (“Viela”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with, Horizon Therapeutics USA, Inc. (“Parent”), Teiripic Merger Sub, Inc. (“Purchaser”) and solely for purposes of Sections 6.7 and 9.12 of the Merger Agreement, Horizon Therapeutics plc (“Ultimate Parent”). In accordance with the Merger Agreement, Purchaser has commenced on February 12, 2021, a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.001 per share (the “Company Shares”), at a price per Share of $53.00, net to the holder thereof in cash and less any required taxes (the “Offer Price”).

National Holdings CorpSTOCK PURCHASE AGREEMENT (January 27th, 2021)

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2018 (the “Effective Date”) by and among Fortress Biotech, Inc. (“Fortress”), FBIO Acquisition, Inc., a Delaware corporation (the “Seller”), a wholly-owned subsidiary of Fortress, and NHC Holdings, LLC (the “Buyer”).

Biotelemetry, Inc.BIOTELEMETRY, INC. EMPLOYMENT AGREEMENT (December 23rd, 2020)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2020 by and among BioTelemetry, Inc. (the “Company”) and Andrei Stoica (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.” This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

Biotelemetry, Inc.PRIVATE AND CONFIDENTIAL (December 23rd, 2020)

Koninklijke Philips N.V. (“Recipient”) has expressed an interest in exploring the possibility of a negotiated transaction involving (the “Possible Transaction”) BioTelemetry, Inc., a Delaware corporation (together with its Affiliates (as defined below), the “Company”). In connection with Recipient’s consideration of the Possible Transaction, Recipient has requested access to certain information, properties, and personnel of the Company concerning the Company and the parties may have discussions in connection with the Possible Transaction. In consideration for and as a condition to the Company’s furnishing access to such information, properties, and personnel of the Company and having such discussions, the parties agree as follows:

Seacor Holdings Inc /New/LIMITED GUARANTEE (December 18th, 2020)

LIMITED GUARANTEE, dated as of December 4, 2020 (this “Limited Guarantee”), by American Industrial Partners Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of SEACOR Holdings Inc., a Delaware corporation (the “Guaranteed Party”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Safari Parent, Inc., a Delaware corporation (“Parent”), Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and the Guaranteed Party. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time, and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company survi

Seacor Holdings Inc /New/AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND VII, L.P. New York, New York 10017 (December 18th, 2020)

Reference is hereby made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SEACOR Holdings Inc., a Delaware corporation (the “Company”), Safari Parent, Inc., a Delaware corporation (“Parent”), and Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company surviving such merger and becoming a wholly-owned subsidiary of Parent (the “Merger”, and together with the Offer, the “Acquisition”). Capitalized terms used and not defined herein shall have the me

Goldfield CorpThe Goldfield Corporation Retention Bonus Agreement (December 1st, 2020)
Goldfield CorpThe Goldfield Corporation Retention Bonus Agreement (December 1st, 2020)
MyoKardia, Inc.MAKE WHOLE AGREEMENT (October 19th, 2020)

This Make Whole Agreement, dated as of [__________], 2020 (this “Agreement”), is entered into by and between MyoKardia, Inc., a Delaware corporation (the “Company”), and [_______________________] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of [ __ ], 2020 (the “Merger Agreement”), by and among the Company, [ __ ] (“Parent”) and certain other parties, is terminated.

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and John Stubenrauch (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncPRIVATE AND CONFIDENTIAL September 10, 2020 Gilead Sciences, Inc. (September 24th, 2020)
Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Bryan Ball (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncGILEAD SCIENCES, INC. AMENDMENT NO. 1 TO MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT (September 24th, 2020)

This Amendment No. 1 (this “Amendment”) to the Mutual Confidential Disclosure Agreement effective as of January 1, 2019 (the “Original Agreement”) is made effective as of June 30, 2019 (“Amendment Effective Date”) by and between lmmunomedics, Inc. (“Company”) and Gilead Sciences, Inc. (“Gilead”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Original Agreement to the extent defined therein.

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Kurt Andrews (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncEXECUTIVE EMPLOYMENT AGREEMENT (September 24th, 2020)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement”) is entered into as of March 30, 2020 and between Immunomedics, Inc., a Delaware corporation having its principal offices in Morris Plains, New Jersey (the “Company”) and John Stubenrauch (the “Executive”).

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Brendan Delaney (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncEXECUTIVE EMPLOYMENT AGREEMENT (September 24th, 2020)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement') is entered into as of the February 25 (the "Effective Date") by and between Immunomedics, Inc., a Delaware corporation having its principal offices in Morris Plains, New Jersey (the "Company") and Bryan Ball, 7 Sugar Maple Row, Chester, NJ 07930 (the "Executive").

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Loretta Itri (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncMAKE WHOLE AGREEMENT (September 24th, 2020)

MAKE WHOLE AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Dr. Behzad Aghazadeh (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Jared Freedberg (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncGILEAD SCIENCES, INC. MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT (September 24th, 2020)

This Mutual Confidential Disclosure Agreement (“Agreement”), effective as of January 1, 2019 (the “Effective Date”), is by and between Immunomedics, Inc., a Delaware corporation with offices at 300 The American Road, Morris Plains, New Jersey 07950, USA (“Company”), and Gilead Sciences, Inc., a Delaware corporation with offices at 333 Lakeside Drive, Foster City, California 94404, USA (“Gilead”), and shall govern the disclosure by a party (“Discloser”) to the other party (“Recipient”).

Immunomedics IncAMENDMENT AGREEMENT (September 24th, 2020)

AMENDMENT AGREEMENT (this “Agreement”), by and between Immunomedics, Inc. (the “Company”), a Delaware corporation and Usama Malik (the “Executive”), dated as of the 12th day of September, 2020.

Immunomedics IncContract (September 24th, 2020)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of February 13, 2020 by and between Irnrnunomedics, Inc., a Delaware corporation having its principal offices in Morris Plains, New Jersey (the "Company") and Loretta Itri, MD (the"Executive"). WHEREAS, the Company desires to employ Executive as its Chief Medical Officer, and Executive desires to serve in such capacity on behalf of the Company, upon the terms and conditions hereinafter set forth; and WHEREAS, Executive acknowledges that she has had an opportunity to consider this Agreement and to consult with an independent advisor of her choosing with regard to the tenns of this Agreement, and enters into this Agreement voluntarily and with a full understanding of its terms. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Employment.1.1 Employment Period. Subject to the provisions for earlier termination provided herein, Executive's employment hereunder will be for

Aimmune Therapeutics, Inc.Aimmune Therapeutics, Inc. (September 14th, 2020)

We are pleased to inform you that, on August 29, 2020, Aimmune Therapeutics, Inc. (“Aimmune”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Société des Produits Nestlé S.A. (“Parent”) and SPN MergerSub, Inc., a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced as of September 14, 2020, a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of our common stock, par value $0.0001 per share (the “Shares”) owned by Company stockholders other than Parent and its affiliates (the “Unaffiliated Stockholders”), at a price per Share of $34.50, net to the holder thereof in cash, without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.

Akcea Therapeutics, Inc.Ionis Pharmaceuticals, Inc. Carlsbad, CA 92010 (September 14th, 2020)

In connection with the evaluation, negotiation and consummation of a possible consensually negotiated business combination transaction (the “Transaction”) between Akcea Therapeutics, Inc., a Delaware corporation (“Akcea”), and Ionis Pharmaceuticals, Inc. a Delaware corporation (“Receiving Party”; Akcea and Receiving Party, each a “Party” and, together, the “Parties”) or any of their respective Affiliates (as defined below), Akcea and its Representatives (as defined below) may furnish Receiving Party and its Representatives certain information and materials concerning Akcea and its Affiliates that is proprietary, non-public or confidential. As a condition to such information and materials being furnished to Receiving Party or any of its Representatives, Receiving Party agrees to treat all Evaluation Material (as defined below) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions hereinafter set forth.

Momenta Pharmaceuticals IncAugust 19, 2020 (September 2nd, 2020)

This letter agreement is in reference to the employment agreement between you and Momenta Pharmaceuticals, Inc. (the “Company”), dated as of April 28, 2008 (as amended through the date hereof, the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Vigor Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the

Momenta Pharmaceuticals IncVICE PRESIDENT EMPLOYMENT AGREEMENT (September 2nd, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April 29, 2019, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Agnieszka Cieplinska (the “Employee”).

Momenta Pharmaceuticals IncEMPLOYMENT AGREEMENT (September 2nd, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of April 2008, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts (the “Company”), and Ian Fier, an individual residing at the address indicated below (the “Employee”).

Momenta Pharmaceuticals IncAugust 19, 2020 (September 2nd, 2020)

This letter agreement is in reference to the employment agreement between you and Momenta Pharmaceuticals, Inc. (the “Company”), dated as of April 9, 2019 (as amended through the date hereof, the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Vigor Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the

Momenta Pharmaceuticals IncEMPLOYMENT AGREEMENT (September 2nd, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of April 2008, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts (the “Company”), and Jo-Ann Beltramello, an individual residing at the address indicated below (the “Employee”).

Momenta Pharmaceuticals IncAugust 19, 2020 (September 2nd, 2020)

This letter agreement is in reference to the employment agreement between you and Momenta Pharmaceuticals, Inc. (the “Company”), dated as of April 28, 2008 (as amended through the date hereof, the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Vigor Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the

Principia Biopharma Inc.CONFIDENTIALITY AGREEMENT (August 28th, 2020)

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of July 14, 2020 (the “Effective Date”), between PRINCIPIA BIOPHARMA INC., a Delaware corporation (the “Company”), and SANOFI, a French société anonyme (“Counterparty”).

Globalscape IncAMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 31st, 2020)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”),executed as of April 4, 2019 (the “Effective Date”), is by and between GlobalSCAPE, Inc., a Delaware corporation, (the “Company”) and Mark Hood (“Employee”, together with the Company, the “Parties”).

Forescout Technologies, IncFORESCOUT TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT (July 20th, 2020)

This Employment Agreement (“Agreement”) is entered into by and between Forescout Technologies, Inc., a Delaware corporation (the “Company”), and Nicholas Noviello (“Executive,” and collectively referred to as the “Parties”). This Agreement is dated July 14, 2020, and is effective as of the first business day following the commencement of the tender offer to acquire the Company by affiliates of Advent International Corporation (“Advent”) (such date, the “Effective Date”).

Qiagen N.V.Dated April 27, 2020 QIAGEN N.V. Quebec B.V. NON-TENDER AGREEMENT (May 18th, 2020)