Exhibit 99.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
ASSET PURCHASE AND REDEMPTION AGREEMENT
This Asset Purchase and Redemption Agreement (this “Agreement”) dated as of February 28, 2023 between Landos Biopharma, Inc. (“Landos” or “Seller”), a corporation organized under the laws of the State of Delaware, Dr. Josep Bassaganya-Riera (“JBR” or “Agent”), on his own behalf and on behalf of the persons listed on Schedule A annexed hereto and made a part hereof (the “Selling Entities”), Raquel Hontecillas (together with JBR and the Selling Entities, the “Stockholders”), and each of the Selling Entities. Landos, Agent and the Stockholders are referred to herein collectively as the “Parties” and each individually as a “Party”.
WHEREAS, Landos and its Subsidiaries have been and are presently engaged in the discovery and development of therapeutics for patients with autoimmune disease (the “Business”);
WHEREAS, the Stockholders and Landos have had differences in the past relating to the conduct of the Business by Landos (the “Dispute”) and desire to resolve all of such differences and any potential controversies; and
WHEREAS, in connection therewith, the Selling Entities desire to purchase from Landos, and Landos desires to sell to the Selling Entities (the “Sale”), certain of the assets of Seller and the Selling Entities desire to sell to Landos, and Landos desires to purchase and redeem from the Selling Entities, all of the outstanding and issued shares of Landos Common Stock held by the Selling Entities as set forth on Schedule A annexed hereto (the “Redeemed Shares”), in each case as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the Parties hereby agree as follows:
SALE OF ASSETS AND RELATED TRANSACTIONS
For the avoidance of doubt, (i) with respect to any Assumed Contract that contains any provision limiting, restricting or otherwise prohibiting any third party from disclosing or using information disclosed by Landos or any Subsidiary, Landos shall not provide or otherwise disclose any information to the Selling Entities that is not included in the Acquired Assets and (ii) for purposes of clauses (d) and (h) above, Landos shall only be required to deliver to the Selling Entities any items produced prior to November 6, 2021 that to the knowledge of Landos are in the possession and control of Landos even though such items are nonetheless Acquired Assets.
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CLOSING
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REPRESENTATIONS AND WARRANTIES
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COVENANTS AND OTHER AGREEMENTS
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Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to prohibit Agent or any Stockholder or Buyer Transferee from confidentially communicating to Landos’ board of directors or senior management or external financial advisors any non-public proposals regarding a possible transaction of any kind in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law or listing standards of any securities exchange. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.
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“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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INDEMNIFICATION
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GENERAL
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If to Agent, the Stockholders or the Buyer Transferee, if any, addressed to:
c/o Dr. Josep Bassaganya-Riera
[***]
Email: [***]
With a copy to:
Eilenberg & Krause LLP
335 Madison Avenue, 9th Floor
New York, NY 10017
Attention: [***]
Email: [***]
If to Seller, addressed to:
Landos Biopharma Inc
P.O. Box 11239
Blacksburg, VA 24062
Attention: Chief Executive Officer
Email: [***]
With a copy to:
Cooley LLP
55 Hudson Yards
New York, New York 10001
Attention: [***]
Email: [***]
or to such other address or to such other person as either Party shall have last designated by such notice to the other Party in accordance with this Section 6.12.
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[Remainder of page left blank intentionally]
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[Signature page to Asset Purchase and Redemption Agreement]
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.
SELLER:
LANDOS BIOPHARMA, INC.
/s/ Gregory Oakes
Name: Gregory Oakes
Title: Chief Executive Officer
AGENT:
/s/ Dr. Josep Bassaganya-Riera
Dr. Josep Bassaganya-Riera
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APPENDIX A
Definitions
“Accounting Books and Records” means any and all books and records that are or can be made available to the independent auditors for the purpose of auditing the financial statements and expressing an opinion thereon.
“Acquired Assets” has the meaning set forth in Section 1.1.
“Acquired Business” means the current Business of Landos as and to the extent it relates to the Acquired Compounds and the other Acquired Assets.
“Acquired Samples” has the meaning set forth in Section 1.1(f).
“Acquired Compounds” means (a) Landos’ proprietary Compounds known as Omilancor (or BT-11), LABP-104 (or BT-104), LABP-111 (or BT-111) and such other Compounds targeting lanthionine synthetase C-like (LANCL) proteins that are owned or Controlled by Landos immediately prior to the Closing, in each case, as set forth on Schedule B annexed hereto (including with respect to the chemical structures thereof) and (b) any salt, ester, hydrate, solvate, enantiomer, free acid form, free base form, crystalline form, co-crystalline form, amorphous form, pro-drug (including ester pro-drug) form, racemate, polymorph, chelate, stereoisomer, tautomer, or optically active form of any of the foregoing.
“Acquired Compounds License Agreement” has the meaning set forth in Section 2.3(b).
“Acquired Drug Substance and Acquired Drug Product” has the meaning set forth in Section 1.1(b).
“Acquired FDA Files” has the meaning set forth in Section 1.1(d).
“Acquired INDs” has the meaning set forth in Section 1.1(c).
“Acquired Intellectual Property Rights” has the meaning set forth in Section 1.1(a).
“Acquired Manufacturing Records and Study Reports” has the meaning set forth in Section 1.1(e).
“Acquiror Affiliate” has the meaning set forth in Section 4.9(c).
“Action” means any claim, legal action, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity.
“Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person.
“Affiliate Competing Program” has the meaning set forth in Section 4.9(c).
“Agreement” has the meaning specified in the introductory paragraph.
“Agent” has the meaning specified in the introductory paragraph.
“Approval” means all current and pending approval, authorization, consent, qualification or registration, or any waiver of any of the foregoing, required to be obtained from, or any notice, statement or other communication required to be filed with or delivered to, any Governmental Entity or any other Person.
“Approvals and Permits” means all Approvals and all Permits required for Seller to transfer of the Acquired Business and the Acquired Assets, to consummate the Contemplated Transactions, or to prevent a breach or termination of any Assumed Contract.
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“Assumed Contracts” means those Landos Acquired Business Contracts identified on Schedule 1.4 that are specifically identified to be assumed by Agent or Buyer Transferee (and not including any contracts listed on Schedule 1.4-II), subject in all instances to the approval of the other party to any Contract.
“Assumed Liabilities” has the meaning specified in Section 1.2.
“Books and Records” means all books, data, files, papers, correspondence, databases, information systems, program, software, documents and records, in both electronic and hard copy forms, other than Accounting Books and Records and e-mail.
“Business” has the meaning specified in the recital.
“Business Day” means a day on which commercial banks are generally open to conduct their regular banking business in New York, New York.
“Buyer Competing Activity” has the meaning set forth in Section 4.9(a).
“Buyer Indemnified Parties” has the meaning specified in Section 5.1.
“Buyer Transferee” has the meaning specified in the introductory paragraph.
“Closing” means the consummation of the Sale.
“Closing Date” has the meaning specified in Section 2.1.
“Change of Control” shall occur if: (a) any third party acquires directly or indirectly the beneficial ownership of any voting security of a Party, or if the percentage ownership of such person or entity in the voting securities of a Party is increased through stock redemption, cancellation or other recapitalization, and immediately after such acquisition or increase such third party is, directly or indirectly, the beneficial owner of voting securities representing more than fifty percent (50%) of the total voting power of all of the then outstanding voting securities of a Party; (b) a merger, consolidation, recapitalization, or reorganization of a Party is consummated, other than any such transaction, which would result in stockholders or equity holders of such Party immediately prior to such transaction, owning at least fifty percent (50%) of the outstanding securities of the surviving entity (or its parent entity) immediately following such transaction; (c) the stockholders or equity holders of a Party approve a plan of complete liquidation of such Party, or an agreement for the sale or disposition by such Party of all or substantially of such Party’s assets, other than pursuant to the transaction described above or to an Affiliate; or (d) the sale or transfer to a third party of (i) all or substantially all of such Party’s assets taken as a whole or (ii) a majority of such Party’s assets which relate to this Agreement, is effected.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Company Plan” means any retirement, pension, profit sharing, deferred compensation, equity bonus, savings, bonus, incentive, cafeteria, medical, dental, vision, hospitalization, life insurance, accidental death and dismemberment, medical expense reimbursement, dependent care assistance, tuition reimbursement, disability, sick pay, holiday, vacation, severance, change of control, equity purchase, equity option, restricted equity, phantom equity, equity appreciation rights, fringe benefit or other employee benefit plan, program, policy, practice, fund or contract or any employment, consulting or personal services Contract, whether written or oral, funded or unfunded or domestic or foreign, (a) sponsored, maintained or contributed to by Landos, any Subsidiary or, (b) covering or benefiting any current or former officer, employee, agent, director or independent contractor of Landos or any Subsidiary (or any dependent or beneficiary of any such individual).
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“Compound” means (a) a Party’s proprietary compounds, and (b) any salt, ester, hydrate, solvate, enantiomer, free acid form, free base form, crystalline form, co-crystalline form, amorphous form, pro-drug (including ester pro-drug) form, racemate, polymorph, chelate, stereoisomer, tautomer, or optically active form of any of the foregoing.
“Competing Party” means, with respect to the conduct of a (a) Buyer Competing Activity, each of the Agent, Stockholders and Buyer Transferee and (b) Seller Competing Activity, Landos.
“Competing Program” means the performance of a Buyer Competing Activity and/or Seller Competing Activity, as applicable.
“Confidential Business Information” has the meaning set forth in Section 6.10(c)(i).
“Confidential Landos Information” has the meaning set forth in Section 6.10(c)(ii).
“Contemplated Transactions” means the Sale, the redemption of the Redeemed Shares and the other transactions contemplated by this Agreement and the other Transaction Documents.
“Contract” means any agreement, arrangement, bond, commitment, franchise, indemnity, indenture, instrument, lease, license or understanding, whether or not in writing.
“Control” or “Controlled by” means the possession by Landos or the Agent or any Stockholder, as applicable, and in each case whether by ownership, license, or otherwise, of, (a) with respect to any tangible Intellectual Property Rights, the legal authority or right to physical possession of such tangible Intellectual Property Rights, with the right to provide such tangible Intellectual Property Rights to Agent (in the case of Landos) or Landos (in the case of Agent or any Stockholder) on the terms set forth herein or (b) with respect to any intangible Intellectual Property Rights, the legal authority or right to grant a license, sublicense, access, or right to use (as applicable) to Agent (in the case of Landos) or Landos (in the case of Agent or any Stockholder) under such Intellectual Property Rights on the terms set forth herein, in each case ((a) and (b)), without breaching or otherwise violating the terms of any arrangement or agreement with a third party in existence as of the Closing Date.
“Controlling Party” has the meaning specified in Section 5.4(b).
“Departed Employees” has the meaning set forth in Section 2.3(f).
“De Minimis Amount” has the meaning set forth in Section 5.6(a).
“Dispute” has the meaning set forth in the third paragraph of this Agreement.
“Encumbrance” means the Outbound Licenses, any claim, charge, lease, covenant, easement, encumbrance, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, Law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities law.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Excluded Assets” has the meaning specified in Section 1.3.
“Excluded Liabilities” has the meaning specified in Section 1.4.
“Exclusivity Period” has the meaning set forth in Section 4.9(a).
“Exclusive Courts” has the meaning set forth in Section 6.6.
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“Exploit” has the meaning set forth in Section 4.9(a).
“Exit Documentation” has the meaning set forth in Section 2.3(f).
“Family Member” means, with respect to a natural person, such person’s spouse or same or opposite sex domestic partner, child, parent, grandparent, grandchild, sibling. “Family member” also includes individuals in the following relationships with such person’s spouse or domestic partner: child, parent and grandparent. “Child” also includes a child of a legal guardian or de facto parent, regardless of age or dependency status and those to whom the employee is “in loco parentis” or “de facto” parent as well as a child of a legal guardian or de facto parent. Parent and parent in-law also includes de facto parent, stepparent or legal guardian.
“FDA” means the United States Food and Drug Administration or any successor agency thereof.
“FDCA” means the federal Food, Drug and Cosmetic Act, as amended, and the regulations promulgated thereunder.
“GAAP” means generally accepted accounting principles, as in effect from time to time.
“General Deductible” has the meaning set forth in Section 5.6(a)
“Governmental Entity” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.
“IND” means an Investigational New Drug Application (IND) seeking to obtain authorization from the FDA to administer an investigational drug or biological product to humans, including all materials relating to and submitted in connection with any pre-Investigational New Drug meeting.
“Inbound Licenses” means any Contract between, on the one hand, Landos or its Subsidiary, and on the other hand, a third party, pursuant to which such third party grants Landos or its Subsidiary a license under any Acquired Intellectual Property Rights, as in effect immediately prior to the Closing Date.
“Indemnified Parties” has the meaning set forth in Section 5.2.
“Indemnifying Party” has the meaning set forth in Section 5.4(a).
“Intellectual Property Rights” means, all (i) Patent Rights, (ii) trademarks, service marks, trade dress, trade names, brand names, logos, internet domain names and corporate names and registrations and applications for registration thereof, (iii) copyrights (registered or unregistered), whether statutory or common Law, and copyrightable works and registrations and applications for registration thereof, together with all authors’ and moral rights, including, without limitation, all derivative works, renewals, extensions, reversions or restorations of copyright, now or hereafter provided by applicable Laws, (iv) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, products, processes, techniques, methods, research and development information and results, drawings, specifications, designs, plans, proposals, data, marketing plans and customer, prospect and supplier lists and information), (v) moral rights, rights of paternity or attribution, or any similar property rights, (vi) all causes of action for infringement (past, present, or future) for any of the foregoing, and (vii) any rights received under any license or other arrangement with respect to the foregoing.
“IRS” means the Internal Revenue Service or any successor entity.
“JBR” has the meaning specified in the introductory paragraph.
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“Joinder Agreement” has the meaning set forth in Section 2.3(g).
“Landos” has the meaning specified in the introductory paragraph.
“Landos Acquired Business Contracts” has the meaning specified in Section 6(a) of Schedule 3.1.
“Landos Claims” has the meaning set forth in Section 4.7(a).
“Landos Fundamental Representations” has the meaning set forth in Section 5.5(b).
“Landos Indemnified Parties” has the meaning set forth in Section 5.2.
“Landos Release” has the meaning set forth in Section 4.7(a).
“Landos Released Party” has the meaning set forth in Section 4.8(a).
“Landos Releasing Party” has the meaning set forth in Section 4.7(a).
“Law” means any constitutional provision, statute or other law, rule, regulation, or interpretation of any Governmental Entity and any Order.
“Liability” means any direct or indirect liability, indebtedness, guarantees, obligation, expenses, costs, loss, damages, Taxes or deficiencies, absolute or contingent, accrued or unaccrued, due or to come due, liquidated or unliquidated damages, whether or not made or asserted.
“LianBio” means LianBio Respiratory Limited, a company limited by shares organized and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China.
“LianBio First Amendment to Original License Agreement” means the First Amendment to License and Collaboration Agreement between LianBio and Landos, substantially in the form annexed hereto as Exhibit 3.
“LianBio New License Agreement” means the License and Collaboration Agreement between LianBio and the Selling Entities or such other entity as designated by the Agent substantially in the form annexed hereto as Exhibit 4.
“LianBio Original License Agreement” means the License and Collaboration Agreement dated as of May 14, 2021 between LianBio and Landos.
“License Grant” has the meaning set forth in Section 1.6.
“Licensed Technology” means any Intellectual Property Rights that are owned or Controlled by Landos or any of its Affiliates as of the Closing Date (other than Acquired Intellectual Property Rights) that are necessary or reasonably useful for the development, manufacture, or commercialization of any of the Acquired Compounds.
“Loss” means any action, damage, disbursement, liability, loss, deficiency, obligation, penalty, settlement, and costs and expenses (including reasonable documented out-of-pocket attorneys’, accountants’ and other professional fees, costs and other reasonable out-of-pocket expenses incurred in defending, asserting or settling the foregoing) of any kind or nature, but expressly excluding any unforeseeable, speculative, exemplary, incidental, special or punitive damages or any consequential damages, including lost profits, diminution in value, or losses calculated by “multiple of profits”, “multiple of cash flows” or any other similar “multiplier” calculation methodologies (in each case, except to the extent paid or payable by an Indemnified Party to a third party in connection with a third party claim).
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“[***]” has the meaning set forth in Section 2.3(f).
“Non Controlling Party” has the meaning set forth in Section 5.4(b).
“Order” means any decree, injunction, judgment, order, ruling, assessment or writ.
“Organizational Documents” means (i) the articles or certificate of incorporation and the bylaws of a corporation, (ii) the partnership agreement and any statement of partnership of a general partnership, (iii) the limited partnership agreement and the certificate of limited partnership of a limited partnership, (iv) the limited liability company agreement and articles or certificate of formation of a limited liability company, and (v) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person, in each case as amended and in effect.
“Outbound Licenses” means any Contract between on the one hand, Landos or its Subsidiary, and on the other hand, a third party, pursuant to which Landos or its Subsidiary grants such third party a license under any Acquired Intellectual Property Rights, as in effect immediately prior to the Closing Date.
“Party” or “Parties” shall have the meaning specified in the introductory paragraph.
“Patent Rights” means any and all (a) issued patents, (b) pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions and renewals, and all patents granted thereon, (c) patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, and (d) United States and foreign counterparts of any of the foregoing.
“Permit” means all current and pending license, permit, franchise, certificate of authority, or order, or any waiver of the foregoing, required to be issued by any Governmental Entity.
“Permitted Encumbrances” means: (a) statutory or common law liens for Taxes that are not yet delinquent or liens for Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (b) statutory or common law liens to secure obligations to landlords, lessors or renters under leases, licenses or rental agreements; (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law or Governmental Entity; (d) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; (e) leases or subleases or licenses or sublicenses granted to others on a non‑exclusive basis in the ordinary course of business; (f) liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the importation of goods; (g) easements, reservations, right-of-way, restrictions, minor defects or imperfections in title and other similar liens affecting real property not interfering in any material respect with the ordinary conduct of the Acquired Business; (h) any such matters of record, Encumbrances (other than Permitted Encumbrances) and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they related in the conduct of the Acquired Business as currently conducted; (i) liens in favor of financial institutions arising in connection with Landos’ deposit accounts or securities accounts held at such institutions to secure customary fees, charges and the like; and (j) the LianBio Original License Agreement.
“Person” means an association, a corporation, an individual, a partnership, a trust or any other entity or organization, including a Governmental Entity.
[***]
“Pre-Mediation Period” has the meaning set forth in Section 6.6.
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“Redeemed Shares” has the meaning specified in the recitals.
“Redemption Consideration” has the meaning set forth in Section 1.5.
“Related Party” means (i) any shareholder, director or officer of any Subsidiary or Landos and (ii) any Affiliate or associate of any of the foregoing, however, excluding Landos or any Subsidiary.
“Representative” means officers, directors, employees, attorneys, accountants, agents, and advisors of a Party.
“Restricted Technology” means (a) with respect to the conduct of a Buyer Competing Activity, (i) the Acquired Assets (including all Intellectual Property Rights therein), (ii) Licensed Technology and (iii) any other Intellectual Property Rights Controlled by Agent, Stockholders and/or Buyer Transferee as of the date of Closing that are necessary or reasonably useful for the Exploitation of the Acquired Compounds and (b) with respect to the conduct of a Seller Competing Activity, the Licensed Technology
“Retained Compounds” means (a) the Royalty-Bearing Retained Compounds and (b) any other Compound owned or Controlled by Landos as of the Closing Date and not specifically included as an Acquired Compound.
“Retained Compounds Royalty Agreement” has the meaning set forth in Section 2.2(c).
“Royalty-Bearing Retained Compounds” means (a) Landos’ proprietary Compounds known as NX‑13, LABP-66. LABP-73, LABP-69, and (b) any salt, ester, hydrate, solvate, enantiomer, free acid form, free base form, crystalline form, co-crystalline form, amorphous form, pro-drug (including ester pro-drug) form, racemate, polymorph, chelate, stereoisomer, tautomer, or optically active form of any of the foregoing.
“Sale” has the meaning specified in the recitals.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Seller” has the meaning specified in the introductory paragraph.
“Seller Competing Activity” has the meaning set forth in Section 4.9(b).
“Selling Entities” has the meaning specified in the introductory paragraph.
[***]
“Subsidiary” means any Person in which Seller (either alone or through or together with any other Subsidiary) owns or controls, directly or indirectly, 50% or more of the capital stock or the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such Person.
“Standstill Period” has the meaning set forth in Section 4.6.
“Stockholders” has the meaning specified in the introductory paragraph.
“Stockholder and Buyer Transferee Fundamental Representations” has the meaning set forth in Section 5.5(c).
“Stockholder Claims” has the meaning set forth in Section 4.8(a).
“Stockholders Release” has the meaning set forth in Section 4.8(a).
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“Stockholder Released Parties” has the meaning set forth in Section 4.7(a).
“Stockholder Releasing Party” has the meaning set forth in Section 4.8(a).
“Tax” means any U.S. or non-U.S. federal, state, county or local income, alternative minimum, capital gains, sales, use, excise, franchise, unitary, real and personal property, transfer, documentary, value-added, gross receipt, stamp, capital stock, production, business and occupation, disability, employment, payroll, severance, or withholding tax or similar charge imposed by any Governmental Entity in the nature of a tax, including any interest, penalties (civil or criminal), or additional amounts related thereto or to the nonpayment thereof, whether disputed or not.
“Tax Claim” has the meaning set forth in Section 6.3(c).
“Tax Records” means Tax Returns and Tax workpapers.
“Tax Return” means a report, return or other information (including all schedules and attachments) required to be supplied to a Governmental Entity with respect to Taxes including where permitted or required, combined or consolidated returns for any group of entities that includes any Subsidiary or Landos.
“Third Party Claim” has the meaning set forth in Section 5.4(b).
“Transaction Documents” means this Agreement and all other agreements, certificates, instruments, documents and writings delivered by Agent, a Stockholder or, if applicable, the Buyer Transferee, on the one hand, or Landos, on the other hand, in connection with the Contemplated Transactions.
“Transition Services” has the meaning set forth in Section 4.4.
“Withholding Tax Action” has the meaning set forth in Section 4.13.
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SCHEDULE A
SELLING ENTITIES
Name of Selling Entity | No. Shares of | Percentage of Selling Entities’ Shares |
Cash Payment | |
|
|
|
| |
[***] |
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
Total | 9,086,441 | 100.00% | $3,000,000.00 |
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SCHEDULE B
[***]
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SCHEDULE B-1
ACQUIRED INTELLECTUAL PROPERTY RIGHTS
I. PATENT RIGHTS (to be updated by Landos/Dewitt through closing)
See Schedule B-1-I, attached.
II. TRADEMARKS
See Schedule B-1-II, attached.
III. COPYRIGHTS
None.
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SCHEDULE B-2
[***]
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SCHEDULE B-3
ACQUIRED INDs
Compound | Indication | IND number | IND Status |
BT-11 | Crohn’s Disease | 128490 | Active |
| Ulcerative Colitis | 138071 | Active |
| Eosinophilic Esophagitis | 153950 | Active |
| Psoriasis | 153953 | Active |
|
|
|
|
LABP-104 | Rheumatoid Arthritis | 153942 | Active |
| Systemic Lupus Erythematosus | 153949 | Active |
|
|
|
|
BT-11 | Atopic Dermatitis | n/a | Not active: Pre-IND considered in 2020 |
| A.Derm | 153951 | no filings |
BT-111 | NASH | 153948 | no filings |
| T1DM | 153941 | no filings |
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SCHEDULE B-4
[***]
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SCHEDULE B-5
ACQUIRED MANUFACTURING RECORDS AND STUDY REPORTS
AND
DISTRIBUTORS, SALES REPRESENTATIVES, MANUFACTURERS AND SUPPLIERS
FOR THE ACQUIRED BUSINESS AND SALES
[***]
[***]
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SCHEDULE B-6
[***]
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SCHEDULE 1.2
ASSUMED LIABILITIES
I. ASSUMED CONTRACTS
Assumed Contracts listed on Schedule 1.4 (not including any contracts listed on Schedule 1.4-II).
II. OTHER ASSUMED LIABILITIES
a. [***]
b. Any Liabilities for Taxes with respect to the Acquired Business, the Acquired Assets, and/or the Licensed Technology for any taxable period (or portion thereof) beginning after the Closing Date and any transfer, documentary, sales, use, stamp, registration, value added, goods and services, and other similar Taxes imposed on the assignment or transfer of the Acquired Business, the Acquired Assets, and/or the Licensed Technology pursuant to this Agreement (or a subsequent assignment or transfer to the Buyer Transferee or any other third party).
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SCHEDULE 1.4
ASSUMED CONTRACTS
None.
OTHER LANDOS ACQUIRED BUSINESS CONTRACTS
See Schedule 1.4-II, attached.
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SCHEDULE 3.1
REPRESENTATIONS AND WARRANTIES OF LANDOS
Except as set forth in the corresponding sections or subsections of the disclosure schedules with respect to Landos attached hereto, Landos represents, warrants and agrees as follows:
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44
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SCHEDULE 3.2
REPRESENTATIONS AND WARRANTIES OF THE AGENT AND THE STOCKHOLDERS
Except as set forth in the corresponding sections or subsections of the disclosure schedules with respect to the Agent and Stockholders attached hereto, the Agent, jointly and severally, and each Stockholder, as to himself or itself only, represents, warrants and agrees as follows:
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SCHEDULE 3.3
REPRESENTATIONS AND WARRANTIES OF THE BUYER TRANSFEREE
(If there is a Buyer Transferee, to be made by such Buyer Transferee under
the Joinder Agreement referred to in Section 2.3(g))
Except as set forth in the corresponding sections or subsections of the disclosure schedules with respect to such Buyer Transferee attached hereto, Buyer Transferee represents, warrants and agrees as follows:
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SCHEDULE 4.1
ACQUIRED ASSETS AND ACQUIRED BUSINESS VENDORS
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EXHIBIT 2.2(b)
FORM OF RETAINED COMPOUNDS ROYALTY AGREEMENT
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EXHIBIT 2.3(b)
FORM OF ACQUIRED COMPOUNDS LICENSE AGREEMENT
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EXHIBIT 3
LIANBIO FIRST AMENDMENT TO ORIGINAL LICENSE AGREEMENT
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EXHIBIT 4
LIANBIO NEW LICENSE AGREEMENT
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