CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement
This Amendment No. 1 (Amendment) to the Amended and Restated Purchase and Sale Agreement dated November 24, 2014 (Purchase and Sale Agreement) is entered into by and between Cystic Fibrosis Foundation Therapeutics, Inc. (Seller) and RPI Finance Trust (Purchaser) on this 13th day of October 2016 (Amendment Effective Date). Unless otherwise specified, the capitalized terms used in this Amendment shall have the same meaning as in the Purchase and Sale Agreement.
RECITAL: Purchaser and Seller entered into the Purchase and Sale Agreement pursuant to which Purchaser purchased certain royalty interests owed to Seller by Counterparty under the Counterparty Agreement. On the Amendment Effective Date, Seller and Purchaser also agreed to Amendment No. 7 to the Counterparty Agreement (as in effect on the date hereof, Amendment 7), which both Seller and Purchaser have executed, and Seller and Counterparty entered into the Research and Development Award Agreement (as in effect on the date hereof, the Award Agreement), which are attached to this Amendment as Exhibits A and B, respectively. In addition, Purchaser has agreed to [***], as provided in the letter agreement attached to this Amendment as Exhibit C. In addition, the Cystic Fibrosis Foundation (CFF), an affiliate of Seller, and Counterparty have entered into the Data License Agreement as in effect on the date hereof (the Data License Agreement), a copy of which is attached hereto as Exhibit D. Exhibits A, B, C and D are referred to collectively as the [***].
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, Seller and Purchaser hereby agree to the following amendments to the Purchase and Sale Agreement:
|1. || |
Annual Sales Threshold. The definition of Annual Sales Threshold in Section 1 of the Purchase and Sale Agreement is hereby amended by deleting $5,000,000,000 and inserting in lieu thereof $5,800,000,000.
|2. || |
Additions to Purchase Price. Section 2.2 of the Purchase and Sale Agreement is hereby amended by deleting the first sentence thereof and inserting in lieu thereof the following:
Purchase Price and Additional Purchase Price. Except as provided in the following sentence, in full consideration for the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets, and subject to the terms and conditions set forth herein, the Purchaser shall pay (or cause to be paid) (i) to the Seller, or the Sellers designee, by 10:30 a.m. EST on the Closing Date, the sum of $3,300,000,000, in immediately available funds by wire transfer to the