CUSIP No.: | 291345106 |
13D | Page 2 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR CAPITAL PARTNERS MASTER ACCOUNT LP |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Anguilla, British West Indies | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 8,400,626 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 8,400,626 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
8,400,626 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
15.2% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
PN |
CUSIP No.: | 291345106 |
13D | Page 3 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR ADVISORS LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 9,545,619 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 9,545,619 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,545,619 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
17.1% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
OO |
CUSIP No.: | 291345106 |
13D | Page 4 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS II LP |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 5,641,147 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 5,641,147 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,641,147 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
10.2% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
PN |
CUSIP No.: | 291345106 |
13D | Page 5 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS IIA LP |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 14,211,767 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 14,211,767 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
14,211,767 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
23.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
PN |
CUSIP No.: | 291345106 |
13D | Page 6 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS II LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 19,852,914 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 19,852,914 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
19,852,914 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
31.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
OO |
CUSIP No.: | 291345106 |
13D | Page 7 of 13 Pages |
1 | NAME OF REPORTING PERSONS MHR FUND MANAGEMENT LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 29,398,533 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 29,398,533 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
29,398,533 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
43.8% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
OO |
CUSIP No.: | 291345106 |
13D | Page 8 of 13 Pages |
1 | NAME OF REPORTING PERSONS MARK H. RACHESKY, M.D. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
N/A | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 29,532,831 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 29,532,831 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
29,532,831 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
43.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
IN; HC |
Item 4 is hereby amended to add the following:
In connection with that certain Development and License Agreement (the Insulin License Agreement), entered into on December 20, 2010 between the Issuer and Novo Nordisk A/S, a Danish corporation (Novo), as further described in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 21, 2010, Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA (collectively, MHR) entered into an agreement with Novo and the Issuer, dated December 20, 2010, attached as Exhibit 1 hereto (the Agreement), relating to a Development and License Agreement dated June 21, 2008 by and between the Issuer and Novo (the GLP-1 License Agreement) and the Insulin License Agreement (the GLP-1 License Agreement and the Insulin License Agreement, collectively, the Novo License Agreements).
Pursuant to the Agreement, and under the circumstances and subject to the conditions described therein, among other things (i) MHR agreed, upon the occurrence of an event of default under the Loan Agreement and the Security Agreement, to forbear from the exercise of certain royalty-free license rights granted to MHR as a secured party by the Issuer with respect to certain intellectual property licensed to Novo by the Issuer under the Novo License Agreements and (ii) if MHR exercises its rights under the Loan Agreement and the Security Agreement to foreclose on certain patents owned by the Issuer and licensed to Novo under the Novo License Agreements, MHR, Novo and the Issuer (if and as applicable) agree to negotiate in good faith to enter into (and use commercially reasonable efforts to negotiate with a transferee of such foreclosed patent to agree to negotiate and enter into) a license agreement with respect to the foreclosed patents on the terms described in the Agreement. Novo required that the execution by MHR of the Agreement be a condition to Novos execution of, and the effectiveness of, the Insulin License Agreement.
The foregoing discussion of the Agreement and the Novo License Agreements are qualified in their entirety by reference to the full text of the Agreement and the Novo License Agreements attached as Exhibits 1 through 3 of Item 7 to this Statement and incorporated into this Item 4 by reference.
Item 5 is hereby amended by deleting such item in its entirety and replacing it with the following:
The percentages set forth in this Statement are calculated based on information contained in the Issuers Form 10-Q for the quarterly period ended September 30, 2010, which disclosed that there were 51,889,102 Shares outstanding as of November 1, 2010.
All percentages of beneficial ownership presented herein are calculated after giving effect to the issuance of the Shares pursuant to exercise or vesting of Warrants, restricted stock or stock options currently owned by the Reporting Persons, and assuming such Reporting Persons Convertible Notes were converted into Shares as of such date.
(a) (i) Master Account may be deemed the beneficial owner of 8,400,626 Shares (approximately 15.2% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 5,006,013 Shares held for the account of Master Account, (B) 2,122,000 Shares that can be obtained by Master Account upon exercise of warrants to acquire Shares and (C) 1,272,613 Shares that can be obtained by Master Account upon the conversion of the Convertible Notes.
(ii) Capital Partners (100) may be deemed the beneficial owner of 1,144,993 Shares (approximately 2.2% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 680,826 Shares held for the account of Capital Partners (100), (B) 290,135 Shares that can be obtained by Capital Partners (100) upon exercise of warrants to acquire Shares and (C) 174,032 Shares that can be obtained by Capital Partners (100) upon the conversion of the Convertible Notes.
(iii) Advisors may be deemed the beneficial owner of 9,545,619 Shares (approximately 17.1% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) (1) 5,006,013 Shares held for the account of Master Account, (2) 2,122,000 Shares that can be obtained by Master Account upon exercise of warrants to acquire Shares and (3) 1,272,613 Shares that can be obtained by Master Account upon the conversion of the Convertible Notes, and (B) (1) 680,826 Shares held for the account of Capital Partners (100), (2) 290,135 Shares that can be obtained by Capital Partners (100) upon exercise of warrants to acquire Shares and (3) 174,032 Shares that can be obtained by Capital Partners (100) upon the conversion of Convertible Notes.
(iv) Institutional Partners II may be deemed the beneficial owner of 5,641,147 Shares (approximately 10.2% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,412,718 Shares held for the account of Institutional Partners II, (B) 1,843,722 Shares that can be obtained by Institutional Partners II upon the exercise of warrants to acquire Shares and (C) 1,384,707 Shares that can be obtained by Institutional Partners II upon the conversion of the Convertible Notes.
(v) Institutional Partners IIA may be deemed the beneficial owner of 14,211,767 Shares (approximately 23.7% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 6,078,370 Shares held for the account of Institutional Partners IIA, (B) 4,644,896 Shares that can be obtained by Institutional Partners IIA upon the exercise of warrants to acquire Shares and (C) 3,488,501 Shares that can be obtained by Institutional Partners IIA upon the conversion of the Convertible Notes.
(vi) Institutional Advisors II may be deemed the beneficial owner of 19,852,914 Shares (approximately 31.4% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) (1) 2,412,718 Shares held for the account of Institutional Partners II, (2) 1,843,722 Shares that can be obtained by Institutional Partners II upon the exercise of warrants to acquire Shares and (3) 1,384,707 Shares that can be obtained by Institutional Partners II upon the conversion of the Convertible Notes, and (B) (1) 6,078,370 Shares held for the account of Institutional Partners IIA, (2) 4,644,896 Shares that can be obtained by Institutional Partners IIA upon the exercise of warrants to acquire Shares and (3) 3,488,501 Shares that can be obtained by Institutional Partners IIA upon the conversion of the Convertible Notes.
(vii) Fund Management may be deemed the beneficial owner of 29,398,533 Shares (approximately 43.8% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Shares otherwise described in this Item 5(a) by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA.
(viii) Dr. Rachesky may be deemed the beneficial owner of 29,532,831 Shares (approximately 43.9% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) all of the Shares otherwise described in this Item 5(a) by virtue of Dr. Racheskys position as the managing member of each of Fund Management, Advisors and Institutional Advisors II, (B) 14,000 Shares that can be obtained upon the exercise of certain options to purchase Shares, (C) 115,000 Shares that can be obtained upon the exercise of certain non-qualified stock options to purchase Shares and (D) 5,298 Shares held for his own account.
(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 8,400,626 Shares which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 8,400,626 Shares which may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 1,144,993 Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 1,144,993 Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 9,545,619 Shares which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 9,545,619 Shares which may be deemed to be beneficially owned by Advisors as described above.
(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 5,641,147 Shares which may be deemed to be beneficially owned by Institutional Partners II as described above, and (y) the sole power to direct the voting of 5,641,147 Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.
(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 14,211,767 Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above, and (y) the sole power to direct the voting of 14,211,767 Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.
(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 19,852,914 Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above, and (y) the sole power to direct the voting of 19,852,914 Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.
(vii) Fund Management may be deemed to have (x) the sole power to direct the disposition of the 29,398,533 Shares which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 29,398,533 Shares which may be deemed to be beneficially owned by Fund Management as described above.
(viii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of the 29,532,831 Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 29,532,831 Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) None
(d) (i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Master Account in accordance with their partnership interests in Master Account.
(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).
(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.
(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.
(e) Not applicable.
Exhibit No. | Description | |
1
|
Amended and Restated Agreement, dated as of December 20, 2010 by and among Emisphere Technologies, Inc., MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP and MHR Institutional Partners IIA LP and Novo Nordisk A/S |
|
2
|
Development and License Agreement, dated as of June 21, 2008, between Emisphere Technologies, Inc. and Novo Nordisk A/S (incorporated by reference to Exhibit 10.1 to the Issuers Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2008, filed August 11, 2008) |
|
3
|
Development and License Agreement, dated as of December 20, 2010, between Emisphere Technologies, Inc. and Novo Nordisk A/S (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed December 21, 2010) |
Date: December 22, 2010 | MHR CAPITAL PARTNERS MASTER ACCOUNT LP | |||||||
By: | MHR Advisors LLC, | |||||||
its General Partner | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Vice President | ||||||||
MHR ADVISORS LLC | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Vice President | ||||||||
MHR INSTITUTIONAL PARTNERS II LP | ||||||||
By: | MHR Institutional Advisors II LLC, | |||||||
its General Partner | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Vice President | ||||||||
MHR INSTITUTIONAL PARTNERS IIA LP | ||||||||
By: | MHR Institutional Advisors II LLC, | |||||||
its General Partner | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Vice President | ||||||||
MHR INSTITUTIONAL ADVISORS II LLC | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Vice President | ||||||||
MHR FUND MANAGEMENT LLC | ||||||||
By: /s/ Hal Goldstein | ||||||||
Name: Hal Goldstein | ||||||||
Title: Managing Principal | ||||||||
MARK H. RACHESKY, M.D. | ||||||||
/s/ Hal Goldstein, Attorney in Fact | ||||||||