EMISPHERE TECHNOLOGIES, INC. (NASDAQ:EMIS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On December8, 2016, Emisphere Technologies, Inc., a Delaware
corporation (the Company), entered into the following
agreements: (a)an Agreement (the Agreement) by and among
the Company and (i)MHR Capital Partners Master AccountLP, a
limited partnership organized in Anguilla, British West Indies
(Master Account), (ii)MHR Capital Partners (100)LP, a
Delaware limited partnership (Capital Partners (100)),
(iii)MHR Institutional PartnersII LP, a Delaware limited
partnership (Institutional Partners II) and (iv)MHR
Institutional PartnersIIA LP, a Delaware limited partnership
(Institutional Partners IIA, each of Master Account,
Capital Partners (100), Institutional Partners II and
Institutional Partners IIA shall be referred to herein as the
MHR Funds), (b)Amendment No.4 (Amendment No.4) to
the Development and License Agreement dated June21, 2008 (the
Original Agreement) by and among the Company and NOVO
NORDISK A/S (Novo Nordisk), as amended by the Amendment to
the Original Agreement, effective as of November13, 2008
(Amendment No.1), Side Letter to the Original Agreement,
dated March9, 2009 (the Side Letter), Amendment No.2 to
the Original Agreement, effective as of April26, 2013
(Amendment No.2) and Amendment No.3 to the Original
Agreement, effective as of October13, 2015 (Amendment No.3
and, collectively with the Original Agreement, Amendment No.1,
the Side Letter and Amendment No.2, the GLP-1 Agreement),
by and among the Company, Novo Nordisk and the MHR Funds, and
(c)a Waiver (the Waiver) by the MHR Funds to the Company.
The transactions contemplated by the Agreement, Amendment No.4
and the Waiver are collectively referred to herein as the
Amendment and Waiver Transaction.

to the terms of Amendment No.4, the GLP-1 Agreement is amended to
provide that, among other things, Novo Nordisk will pay directly
to the MHR Funds a portion of any royalties payable to the
Company under the terms of the GLP-1 Agreement equal to .5% on
net sales for any licensed product subject to the GLP-1
Agreement.

to the terms of the Agreement, among other things, (a)upon the
first commercial sale of a product licensed under the GLP-1
Agreement in the United States or the European Union (the
First Commercial Sale), the outstanding principal amount
under the Loan Agreement, dated as of August20, 2014, by and
between the Company and the MHR Funds (the Loan
Agreement), shall be reduced by $7,000,000, (b)any sale or
other disposition of all or any portion of the Companys business
or assets relating to products containing the Companys
proprietary SNAC delivery agent in combination with Vitamin B12
(a Designated Product) are acknowledged to constitute an
asset sale that would require the consent of the MHR Funds to
both the Loan Agreement and the Second Amended and Restated 13%
Senior Secured Convertible Notes, dated as of August20, 2014, by
the Company in favor of each of the MHR Funds (the Convertible
Notes), and (c)upon termination of the GLP-1 Agreement (x)at
any time prior to the First Commercial Sale, (y)at any time
within thirty (30)months after the First Commercial Sale (such
period, the Marketing Period) or (z)at any time after the
Marketing Period if, prior to termination, there is, within one
year of such termination, (I)a failure to obtain or maintain
regulatory approval for a product licensed under the GLP-1
Agreement or (II) any adverse safety or efficacy issues arising
in connection with the use of a licensed product that results in
the withdrawal of the Licensed Product or any action by a

Regulatory Authority, then the MHR Funds shall have the right to
receive a royalty of 0.5% on net sales by Novo Nordisk of any
single product incorporating any of the Companys proprietary
delivery agents for which royalties on net sales are payable (the
Assigned Royalty) under any existing or future agreement
with Novo Nordisk (the Novo Nordisk License Agreement). to
the Agreement, the MHR Funds shall, from time to time and at any
time, elect which single product licensed under any Novo Nordisk
License Agreement to which the Assigned Royalty should apply
(such election, the Royalty Assignment Election). to the
terms of the Agreement, the Company shall pay all fees and
expenses of the MHR Funds incurred in connection with the
Amendment and Waiver Transaction.

to the terms of the Waiver, among other things, (a)the MHR Funds
irrevocably waives the requirements under (i)the Loan Agreement,
(ii)the Convertible Notes, (iii)the Second Amended and Restated
Convertible Reimbursement Promissory Notes, dated as of August20,
2014, by the Company in favor of the MHR Funds (the
Reimbursement Notes) and (iv)the Second Amended and
Restated Senior Secured Convertible Bridge Promissory Notes,
dated as of August20, 2014, by the Company in favor of each of
the MHR Funds (Bridge Notes), in each case that obligate
the Company to mandatorily prepay (the Prepayment
Obligations) amounts outstanding thereunder following receipt
of Extraordinary Cash Proceeds or Cash Proceeds (the
Extraordinary Cash Proceeds and Cash Proceeds collectively, the
Proceeds) solely with respect to $14 million received by
the Company from Novo Nordisk in connection with entry into
Amendment No.3, (b)subject to (c)and (d)below, the MHR Funds
irrevocably waive the Prepayment Obligations for Proceeds
received by the Company prior to the earlier of (x)October31,
2018, and (y)the date immediately following the date that the
Company receives Proceeds during any consecutive 12 month period
in excess of $5,000,000 in the aggregate, (c)the MHR Funds do not
waive any Prepayment Obligation with respect to Proceeds received
by the Company in connection with any sale, license or
disposition of all or any portion of the Companys business or
assets related to a Designated Product; (d)if Proceeds received
by the Company during any consecutive 12 month period exceed
$5,000,000 in the aggregate, the Company shall be required to
mandatorily prepay 50% of such Proceeds that exceed $5,000,000;
(e)the MHR Funds irrevocably waive any rights to and payments of
the Net Sales Royalty for the year ended December31, 2015; and
(f)the MHR Funds irrevocably waives any event of default under
the Loan Agreement and Convertible Notes that, in either case,
results from the Companys failure to meet any Eligen B12 Net
Sales Milestone specified in the Loan Agreement and Convertible
Notes. Capitalized terms used in the foregoing paragraph have the
respective meanings ascribed thereto in the Waiver, unless
otherwise defined herein.

The foregoing summaries of Amendment No.4, the Agreement and the
Waiver do not purport to be complete and are qualified in their
entirety by the full text of Amendment No.4, the Agreement and
the Waiver, respectively, each of which is attached hereto.

A copy of the Company s press release, dated December9, 2016,
announcing the Amendment and Waiver Transaction, is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Copies of the Convertible Notes, Reimbursement Notes, Bridge
Notes and Loan Agreement were filed by the Company in its
Quarterly Report on Form 10-Q for the quarter ended September30,
2014, and a summary of their material terms was filed in the
Companys Current Report on Form 8-K filed with the SEC on
August21, 2014.

Copies of the Original Agreement, Amendment No.1, Amendment No.2
and Amendment No.3, and a summary of their material terms, were
filed in the Companys Quarterly Report on Form 10-Q for the
quarter ended June30, 2008, Current Report on Form 8-K filed with
the SEC on April30, 3013, and Quarterly Report on Form 10-Q for
the quarter ended September30, 2015, respectively.

About EMISPHERE TECHNOLOGIES, INC. (NASDAQ:EMIS)