FIRST AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT
March 23, 2021
This Amendment (this “Amendment”) is made and entered into as of the date first written above, and amends that certain Contingent Value Rights Agreement (the “Agreement”), dated as of December 30, 2019, by and among Gemphire Therapeutics Inc. a Delaware corporation (“Gemphire”), Grand Rapids Holders’ Representative, LLC, as representative of Holders (“Holders’ Representative”), and Computershare Inc. and Computershare Trust Company, N.A., jointly, as rights agent (“Rights Agent”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Merger Agreement between Gemphire, Sub, and NeuroBo Pharmaceuticals, Inc. (the “Company”) closed.
WHEREAS, a submission to the FDA of the toxicity study designed to release of the partial clinical hold on Gemcabene has been rejected by FDA resulting in a continued partial clinical hold.
WHEREAS, the Covenant End Date has passed and the Company has exercised its right to discontinue any and all further efforts to develop, divest or otherwise monetize the Gemcabene Technology.
WHEREAS, the Holders’ Representative desires for the Company to develop or otherwise monetize the Gemcabene Technology for use other than to target known lipid metabolic pathways to lower levels of LDL-C, hsCRP and triglycerides.
WHEREAS, the Company and Holders’ Representative desire to amend the Agreement to incentivize the Company to invest in the development of Gemcabene Technology for use in certain indications as the Company may so develop as better described below.
WHEREAS, Section 5.2 of the Agreement provides that, with the consent of the Acting Holders, the Holders’ Representative, Company (when authorized by a Board Resolution), and the Rights Agent may amend the Agreement.
The parties agree as follows:
(a) Section 1.22 of the Agreement is hereby amended and restated in its entirety as follows:
“Gemcabene Technology” means any and all Intellectual Property Rights that are (a) owned or licensed by Parent or its Affiliates as of the Effective Date or during the term of this Agreement, but prior to the closing of any Acquisition and (b) related to or constituting forms of Gemcabene or any salt, hydrate, solvate, anhydrous form, or polymorph thereof, including the monocalcium salt Gemcabene calcium, which is also identified as CI-1027, PF-01430506, and/or PD-072953, methods of using Gemcabene, and methods of manufacturing Gemcabene, including the targeting of known lipid metabolic pathways to lower levels of LDL-C, hsCRP and triglycerides. Notwithstanding the foregoing, Gemcabene Technology shall not include any Intellectual Property Rights owned or controlled by an Acquiror prior to the closing of an Acquisition or developed or acquired by such Acquiror subsequent to such closing