DEPOSIT AGREEMENT by and among DYNACURE S.A. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2021Deposit Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) DYNACURE S.A., a company organized under the laws of France, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
DYNACURE S.A. [●] American Depositary Shares Representing [●] Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”) dated as of [●], 2021 by and among the Company, Citibank, N.A., as Depositary (the “Depositary”) and all holders and beneficial owners from time to time of the Offered ADSs. Each Offered ADS will initially represent the right to receive [●] Ordinary Share deposited with the Depositary pursuant to the Deposit Agreement.
Regional Innovation Partnership recoverable advance aid contract No DOS0043899/00Dynacure S.A. • June 25th, 2021 • Pharmaceutical preparations
A French public limited company (société anonyme), with a share capital of EUR 839,907,320.00, registered with the Trade and Companies Register of Creteil under number 320 252 489, and whose registered office is located at:
Regional Innovation Partnership recoverable advance aid contract No DOS0043900/00Special Terms and Conditions • June 25th, 2021 • Dynacure S.A. • Pharmaceutical preparations
A French public limited company (société anonyme), with a share capital of EUR 839,907,320.00, registered with the Trade and Companies Register of Creteil under number 320 252 489, and whose registered office is located at:
LOAN AGREEMENT SEED CAPITAL INVESTMENT EIF N° DOS0137037/00Loan Agreement • June 25th, 2021 • Dynacure S.A. • Pharmaceutical preparations
A French public limited company (société anonyme), with a share capital of EUR 839,907,320, registered with the Trade and Companies Register of Creteil under number 320 252 489, and whose registered office is located at:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 25th, 2021 • Dynacure S.A. • Pharmaceutical preparations
DYNACURE, a French société par actions simplifiée (SAS), registered under the number 817 666 217, whose registered offices is located at 850 Bd Sébastien Brant, 67400 Illkirch-Graffenstaden, France
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021 by and among Dynacure S.A., a societé anonyme incorporated under the laws of France (the “Company”), and each of the Holders (as defined below) identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
DYNACURE SAS CONVERTIBLE BOND TERMS AND CONDITIONSDynacure S.A. • January 20th, 2021 • Pharmaceutical preparations
RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN IONIS PHARMACEUTICALS, INC., AND DYNACURE, SASResearch Collaboration and License Agreement • January 20th, 2021 • Dynacure S.A. • Pharmaceutical preparations • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of October, 2016 (the “Effective Date”) by and between IONIS PHARMACEUTICALS, INC., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 (“Ionis”), and Dynacure, SAS (“Dynacure”), a company headquartered in France with its principal place of business at Parc d’innovation, 650 Boulevard Gonthier d’Andernach, 67400 Illkirch Graffenstaden, Strasbourg, France. Dynacure and Ionis each may be referred to herein individually as a “Party” or collectively as the “Parties.”
MWE Execution Copy EXCLUSIVE PATENT SUBLICENSE AGREEMENT (the “Agreement”) BY AND BETWEENExclusive Patent Sublicense Agreement • January 20th, 2021 • Dynacure S.A. • Pharmaceutical preparations
WHEREAS, in the frame of its research activity in the Institut de Génétique et de Biologie Moléculaire et Cellulaire (hereinafter referred to as the “LABORATORY”), the team of Jocelyn LAPORTE has identified and developed a new therapeutic strategy for the treatment of myopathies (“TECHNOLOGY”), and more specifically centronuclear myopathies and Duchenne Muscular Distrophy, objects of patent applications.
DYNACURE LETTERHEAD]Letter Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations
This letter agreement (the “Agreement”) will confirm our agreement that, pursuant to and effective as of your election to the Board of Directors (the “Board”) or appointment as an officer of Dynacure, a French societe anonyme (the “Company”), you (“Indemnitee”) shall be entitled to the following contractual indemnification rights, in addition to any other rights available to the Company’s board members or officers generally and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.
