Amendment To Asset Purchase Agreement

Wednesday, August 31st 2022. | Sample Excel

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Amendment To Asset Purchase Agreement – Vertex Pharmaceuticals (Europe) Ltd., as Purchaser, and Vertex Pharmaceuticals as Guarantor, as amended, effective May 17, 2021, to the Asset Purchase Agreement.

10.1 Amendment of Asset Purchase Agreement. ”), as of March 3, 2017, Concert Pharmaceuticals Inc. . Seller, Buyer and Guarantor are the “Parties” hereunder, each individually referred to as a “Party”. Any capital term used in this Amendment but not defined shall have the meaning given to such term in the Agreement. Pursuant to the Agreement, the Purchaser shall purchase the Purchased Assets from the Seller in exchange for certain consideration, including contingent payments upon the achievement of the milestone events set forth in Section 1.02(2) of this Agreement. In addition, the parties are willing to amend the Agreement to waive Buyer’s obligation to pay any future contingencies in exchange for Buyer’s immediate payment of $32,000,000 (the “Termination Fee”) from the escrow to Seller. Now, and hereafter, in consideration of pledges, absolute covenants and agreements, and for other good and valuable consideration, the parties hereto acknowledge, accept, and accept, the parties to be legally bound to join. . 2. In lieu of the milestone termination fee, Section 1.02(b) of the Agreement is deleted in its entirety and replaced with the following: “[Reserve]”. All references to contingencies and milestone events in the Agreement shall be void. 3. All other terms, conditions and clauses of the Agreement shall continue in effect according to their terms and shall not be affected or altered by this amendment. 4. Seller’s notice announcing this amendment shall be in the form attached as A. The parties agree to 5. The provisions of Article X of the Agreement shall apply to this amendment. [Rest of page intentionally left blank]

Amendment To Asset Purchase Agreement

Amendment To Asset Purchase Agreement

[Signature Page of Amendment to Purchase Agreement] In witness whereof, the parties have caused this amendment to be executed by their authorized representatives as of the above date. Vendor: CONCRETE PHARMACEUTICALS, INC. Author: /s/ Roger D. Tong Name: Roger D. Tong Name: President & CEO Buyer: Vertex Pharmaceuticals (Europe) Ltd.: /s/ Klaas Holmlund Name: Klaas Holmlund Name: Director: Vertex Pharmaceuticals:

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