GRIFOLS, S. A., a company validly incorporated and existing under the laws of Spain, with its principal place of business at Xxxxxxxx xx xx Xxxxxxxxxxx, 000, Xxxx empresarial Can Xxxx Xxxx, 08174 Sant Cugat del Xxxxxx, Barcelona (the “Guarantor”);
GRIFOLS, S. A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).
GRIFOLS, S. A. Name: /s/ Raimon Grifols Name: /s/ Xxxxxx Grifols Deu Title: Co-CEO Title: Co-CEO [Plasma – ARA to PSA Signatures Pages] AGREEMENT FOR THE PURCHASE AND SALE OF SOURCE PLASMA This Agreement for the Purchase and Sale of Plasma (the “Agreement”) is made and entered into on 28 December 2018 as amended and restated on 5 February 2019 with effects as of 1 January 2019 (the “Effective Date”), by and between:
GRIFOLS, S. A. as Grantor By: /s/ Xxxxxx Grifols Xxxxx Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH as Collateral Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Grifols Inc., the other Grantors named therein, and Deutsche Bank AG New York Branch, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
GRIFOLS, S. A. is a Spain-based company engaged in the healthcare sector and is listed on Ibex-35 stock market. Grifols is involved in the research, development, manufacturing and marketing of plasma derivates, IV therapy solutions, enteral and parenteral nutrition, diagnostic systems, pharmacy automation, and medical materials and devices. Founded in 1940, Grifols currently operates in 90 countries with more than 6.000 employees, 26 subsidiaries with combined gross revenues over €800 million.
GRIFOLS, S r.o. warehouse na adrese K Bílému vrchu 2912/3, 000 00 Xxxxx 0, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx
GRIFOLS, S. A. (the “Pledgor”), a sociedad anónima organized under the laws of the Kingdom of Spain and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
GRIFOLS, S. A. By /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer Exhibit A Form of Assignment and Assumption Agreement [Attached hereto.] Exhibit B Form of Intellectual Property Assignment and Agreement [Attached hereto.] Exhibit C Form of Copyright Assignment Agreement [Attached hereto.] Exhibit D-I Statement of Net Assets Rules [Attached hereto.] Exhibit D-II Net Trade Working Capital Rules [Attached hereto.] Exhibit E Form of Domain Name Assignment Agreement [Attached hereto.] Exhibit F Form of Press Release and Announcement Protocol [Attached hereto.] Exhibit G Collaboration Agreement Consents [Attached hereto.] Exhibit H Forms of Senior Employee Agreements [Attached hereto.] Exhibit I Form of Trademark Assignment Agreement [Attached hereto.] Annex A DOJ Protocol [Attached hereto.] Annex B Interference Protocol [Attached hereto.] Annex C Real Estate Protocol — Transfer of Title [Attached hereto.] Annex D Real Estate Protocol — Building Permits [Attached hereto.]
GRIFOLS, S. A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer GRIFOLS INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President TALECRIS PLASMA RESROUCES, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President GRIFOLS THERAPEUTICS INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President BIOMAT USA, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President GRIFOLS BIOLOGICALS INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Credit and Guaranty Agreement – Grifols, S.A.
GRIFOLS, S. A. By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxx Xxxxxx Name: Xxx Xxxxxxx Name: Xxxxxx Xxxxxx Title: CEO Title: Chief Commercial Officer [Signature Page to License Agreement] Exhibit A Patent List [Intentionally omitted. The exhibit will be provided to the Securities and Exchange Commission upon request.] Exhibit B Development Plan [***]
