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The Company has entered into Founders Agreements and, in some cases, exchange agreements with certain of its subsidiaries as described in the 2021 Form 10-K. The following table summarizes, by partner company, the effective date of the Founders Agreements and Payment-in-Kind (“PIK”) dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, exchange agreements, and the subsidiaries' certificates of incorporation:
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PIK Dividend as |
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a % of fully |
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diluted |
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outstanding |
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Class of Stock |
Partner Company |
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Effective Date 1 |
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capitalization |
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Issued |
Aevitas |
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July 28, 2017 |
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2.5 |
% |
Common Stock |
Avenue |
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February 17, 2015 |
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0.0 |
%2 |
Common Stock |
Baergic |
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December 17, 2019 4 |
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2.5 |
% |
Common Stock |
Cellvation |
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October 31, 2016 |
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2.5 |
% |
Common Stock |
Checkpoint |
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March 17, 2015 |
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0.0 |
%3 |
Common Stock |
Cyprium |
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March 13, 2017 |
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2.5 |
% |
Common Stock |
Helocyte |
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March 20, 2015 |
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2.5 |
% |
Common Stock |
Mustang |
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March 13, 2015 |
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2.5 |
% |
Common Stock |
Oncogenuity |
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April 22, 2020 4 |
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2.5 |
% |
Common Stock |
UR-1 |
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November 7, 2017 4 |
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2.5 |
% |
Common Stock |
Note 1: |
Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. |
Note 2: |
PIK dividends in Avenue will not be paid or accrued so long as InvaGen Pharmaceuticals Inc. (“InvaGen”) retains certain rights under that certain Stockholders Agreement, dated as of November 12, 2018, by and among the Company, Avenue, InvaGen and the other stockholder parties thereto (the “Avenue Stockholders Agreement”). |
Note 3: |
Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. |
Note 4: |
Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
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