X0306 4 2014-08-20 0 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301391 MHR Institutional Partners II LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001566395 MHRC LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001566450 MHRC II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001552702 MHR Holdings LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Convertible Notes 1.25 2014-08-20 4 J 0 7859515.00 D 2013-05-07 2017-09-26 Common Stock 6287612 0.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 7859515.00 A 2014-08-20 2022-03-31 Common Stock 6287612 7859515.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 1074804.00 D 2013-05-07 2017-09-26 Common Stock 859843 0.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 1074804.00 A 2014-08-20 2022-03-31 Common Stock 859843 1074804.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 8551794.00 D 2013-05-07 2017-09-26 Common Stock 6841435 0.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 8551794.00 A 2014-08-20 2022-03-31 Common Stock 6841435 8551794.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 21544579.00 D 2013-05-07 2017-09-26 Common Stock 17235663 0.00 I See Footnotes Convertible Notes 1.25 2014-08-20 4 J 0 21544579.00 A 2014-08-20 2022-03-31 Common Stock 17235663 21544579.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 462675.00 D 2013-05-07 2017-09-26 Common Stock 925350 0.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 462675.00 A 2014-08-20 2022-03-31 Common Stock 925350 462675.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 61547.00 D 2013-05-07 2017-09-26 Common Stock 123094 0.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 61547.00 A 2014-08-20 2022-03-31 Common Stock 123094 61547.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 353567.00 D 2013-05-07 2017-09-26 Common Stock 707134 0.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 353567.00 A 2014-08-20 2022-03-31 Common Stock 707134 353567.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 890740.00 D 2013-05-07 2017-09-26 Common Stock 1781480 0.00 I See Footnotes Bridge Notes 0.50 2014-08-20 4 J 0 890740.00 A 2014-08-20 2022-03-31 Common Stock 1781480 890740.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 132285.00 D 2013-05-07 2014-04-26 Common Stock 264570 0.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 132285.00 A 2014-08-20 Common Stock 264570 132285.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 18428.00 D 2013-05-07 2014-04-26 Common Stock 36856 0.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 18428.00 A 2014-08-20 Common Stock 36856 18428.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 144132.00 D 2013-05-07 2014-04-26 Common Stock 288264 0.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 144132.00 A 2014-08-20 Common Stock 288264 144132.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 363290.00 D 2013-05-07 2014-04-26 Common Stock 726580 0.00 I See Footnotes Reimbursement Notes 0.50 2014-08-20 4 J 0 363290.00 A 2014-08-20 Common Stock 726580 363290.00 I See Footnotes These securities are, or were, as applicable, held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. (Continued to Footnote 2) (Continued from Footnote 1) MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Master Account. These securities are, or were, as applicable, held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Dr. Rachesky is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). (Continued to Footnote 4) (Continued from Footnote 3) Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Capital Partners (100). These securities are, or were, as applicable, held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Dr. Rachesky is the managing member of MHRC II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. (Continued to Footnote 6) (Continued from Footnote 5) Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. These securities are, or were, as applicable, held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Dr. Rachesky is the managing member of MHRC II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. (Continued to Footnote 8) (Continued from Footnote 7) Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. The reported transactions involved an amendment and restatement of outstanding Senior Secured Convertible Notes of the Issuer (the "Amended and Restated Convertible Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Notes. The reported transactions involved an amendment and restatement of outstanding Senior Secured Bridge Promissory Notes of the Issuer (the "Amended and Restated Convertible Bridge Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Bridge Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Bridge Notes. The reported transactions involved an amendment and restatement of outstanding Reimbursement Promissory Notes of the Issuer (the "Amended and Restated Convertible Reimbursement Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Reimbursement Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Reimbursement Notes. The Amended and Restated Convertible Reimbursement Notes mature on the earlier of (a) March 31, 2022 and (b) immediately prior to the time that any amounts outstanding are paid under that certain senior secured loan facility, dated August 20, 2014, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA. /s/ Janet Yeung, Attorney in Fact 2014-08-22