DEPOSIT AGREEMENT by and among BIONOMICS LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December , 2021Deposit Agreement • December 13th, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) BIONOMICS LIMITED, a public company limited by shares organized under the laws of Australia, 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).
BIONOMICS LIMITED (A public company limited by shares organized under the laws of the Commonwealth of Australia) 641,026 American Depositary SharesBionomics Limited/Fi • October 18th, 2023 • Pharmaceutical preparations • New York
Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement with Aegis Capital Corp. (“Aegis”), Berenberg Capital Markets LLC (“Berenberg”) and the other Underwriter named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Aegis, the lead underwriter, and Berenberg, joint book running manager, are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting
Controlled Equity OfferingSM Sales AgreementDeposit Agreement • October 18th, 2023 • Bionomics Limited/Fi • Pharmaceutical preparations • New York
Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED WARRANT TO PURCHASE ADSs BIONOMICS LIMITEDBionomics Limited/Fi • June 3rd, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ADSs (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from BIONOMICS LIMITED, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), up to [●] ADSsADSs, with each ADS representing 180 ordinary shares of the Company (the “ADSs”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BIONOMICS LIMITED CONNOR B. BERNSTEIN, JB STRATEGY PARTNERS LLC consultancy agreement Exh. 4.21-1Consultancy Agreement • October 18th, 2023 • Bionomics Limited/Fi • Pharmaceutical preparations
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. RESEARCH COLLABORATION AND...Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations • New York
This Research Collaboration and License Agreement (this “Agreement”) is effective as of June , 2014 (the “Effective Date”), and is entered into by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey, United States (“Merck”), and BIONOMICS LIMITED, a corporation organized and existing under the laws of Australia (“Bionomics”).
COMMERCIAL IN CONFIDENCEBionomics Limited/Fi • October 18th, 2023 • Pharmaceutical preparations
FIRST AMENDMENT - RESEARCH COLLABORATION AND LICENSE AGREEMENT BIONOMICS LIMITED MERCK SHARP & DOHME CORP. Johnson Winter & Slattery LAWYERS Level 9, 211 Victoria Square ADELAIDE SA 5000 T +61 8 8239 7111 | F +61 8 8239 7100 SYDNEY | PERTH | MELBOURNE...Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
B The Parties have agreed to vary the terms of the Research Collaboration and License Agreement as set out in this First Amendment.
CONSULTING AGREEMENTConsulting Agreement • October 18th, 2023 • Bionomics Limited/Fi • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of July 16, 2021 (the “Effective Date”), by and between Bionomics Limited, an Australian corporation, with its principal place of business being 31 Dalgleish Street, Thebarton SA 5031 AUSTRALIA (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
IP LICENCE AGREEMENT BIONOMICS LIMITED CARINA BIOTECH PTY LTDLicence Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. FOURTH AMENDMENT TO RESEARCH...Research Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
This Fourth Amendment To Research Collaboration And License Agreement (“Fourth Amendment”), effective as of the date of last signature below (the “Fourth Amendment Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp. (“Merck”) and Bionomics Limited (“Bionomics”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2024 • Bionomics Limited/Fi • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2024 by and among Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
BIONOMICS LIMITED MR ADRIAN HINTON CONSULTANCY AGREEMENTConsultancy Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations • South Australia
A Bionomics requires the Consultant to provide professional consultancy services (“the Services”) to Bionomics during the term of this Agreement, as required from time to time.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2024 • Bionomics Limited/Fi • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2024 by and among Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
COMPANY LETTERHEAD]Bionomics Limited/Fi • May 5th, 2023 • Pharmaceutical preparations
Reference is made to the Deposit Agreement, dated as of December 17, 2021, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Bionomics Limited, a public limited company incorporated under the Commonwealth of Australia, and its successors (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
Subscription AgreementSubscription Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2023 • Bionomics Limited/Fi • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the Effective Date (as defined below), by and between Bionomics Inc., a Delaware corporation (the “Company”), a subsidiary of Bionomics Limited (the “Parent”), and Spyridon “Spyros” Papapetropoulos (“Executive”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SECOND AMENDMENT TO RESEARCH...Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
This Second Amendment To Research Collaboration And License Agreement (“Second Amendment”), effective as of the date of last signature below (the “Second Amendment Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp. (“Merck”) and Bionomics Limited (“Bionomics”).
COMMERCIAL IN CONFIDENCEBionomics Limited/Fi • October 14th, 2022 • Pharmaceutical preparations
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. THIRD AMENDMENT TO RESEARCH...Collaboration and License Agreement • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
This Third Amendment to Research Collaboration And License Agreement (“Third Amendment”), effective as of the date of last signature below (the “Third Amendment Effective Date”), confirms the mutual understanding between Merck Sharp & Dohme Corp. (“Merck”) and Bionomics Limited (“Bionomics”).
BIONOMICS LIMITED EXECUTIVE EMPLOYMENT AGREEMENTBionomics Limited • November 22nd, 2021 • Bionomics Limited/Fi • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 2021 by and between Bionomics Limited (ABN 53 075 582 740) (the “Company”), and Errol B. De Souza, an individual (“you”) (and, together, “Parties”).
Placement AgreementBionomics Limited/Fi • November 22nd, 2021 • Pharmaceutical preparations
B The Company has agreed to issue, and BVF has agreed to subscribe for or procure subscriptions for, the Placement Shares on and subject to the terms in this document.
