![]() Partners compliance with applicable anti-money laundering laws and regulations, the delivery of which by the Limited Partner to the General Partner will be deemed to satisfy any request by the General Partner for information regarding the Relating to prevention of money laundering and/or financing of terrorism, then the General Partner will grant such Limited Partner an opportunity to either (i) obtain written certification from the third-party administrator of such Limited ![]() Each Limited Partner acknowledges that, if it fails to provide information regarding its beneficial owners as requested by the General Partner for the purpose of compliance with applicable laws Partnership referred to in Section 10.04 hereof. Respective contributions to the Partnership ( Capital Contributions) are set forth on a schedule, as it may be amended and supplemented from time to time by the General Partner, that shall be on file at the office of the The names of all the Limited Partners, their addresses, and the amounts of their Partner shall be provided with certain additional services specified in the Strategic Advisory Agreement on a fee-free basis. ![]() In connection with its investment in the Partnership, the Investor Limited For the avoidance of doubt, Annex A shall be deemed part of this Agreement. The Partnership is organizedįor the purposes investing in long positions in publicly-traded Securities, privately-traded Securities, and derivatives of, and other financial instruments related to, each of the foregoing (except as otherwise restricted herein) in theĪreas of healthcare, pharmaceutical and biotechnology as further described in Annex A hereto. The term of the Partnership shall be perpetual unless sooner terminated inĪccordance with the provisions of this Agreement.ġ.05. Notify the Limited Partners of any change in the Partnerships registered agent or registered office.ġ.04. The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, or at such other location as the General Partner in the future may designate. The address of the registered office of the Partnership in the State of Delaware is c/o Registered agent for the Partnership is The Corporation Trust Company, or such other agent as the General Partner in the future may designate. Partners of any change in the Partnerships address.ġ.03. The General Partner shall promptly notify the Limited Principal office of the Partnership is located at 660 Steamboat Road, 3rd Floor, Greenwich, Connecticut 06830, or at such other location as the General Partner in the future may designate. The name of the Partnership is ISP Fund LP. The The Partnership was formed as a limited partnership under the Delaware Act on November 25,Ģ020, by the filing of the Certificate of Limited Partnership of the Partnership with the Office of the Secretary of State of the State of Delaware.ġ.02. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements hereinafter setįorth, and other good and valuable consideration, the parties hereto agree as follows:ġ.01. WHEREAS, the undersigned wish to amend and restate the Original Agreement in its entirety as hereinafter set forth and to continue theīusiness of the Partnership in accordance with the provisions of this Amended and Restated Limited Partnership Agreement (hereinafter, as it may from time to time be further amended, modified, supplemented or restated from time to time, this Partner and Eric Vincent (the Organizational Limited Partner) in connection with the formation of the Partnership dated as of such date and WHEREAS, the Partnership was formed as a limited partnership under the Delaware Act on November 25, 2020 pursuant to theįiling of the Certificate of Limited Partnership of the Partnership with the Office of the Secretary of State of the State of Delaware and a Limited Partnership Agreement (the Original Agreement) entered into by the General Persons, including for the avoidance of doubt, the Strategic Investor, the Limited Partners). This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of ISP Fund LP (the Partnership) made as of DecembyĪnd among Sarissa Capital Fund GP LP, as general partner (the General Partner), the Strategic Investor (as defined below), as a limited partner and the Investor Limited Partner (as defined below) as a limited partner (such AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
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