EVOTEC AKTIENGESELLSCHAFT AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • January 11th, 2008 • Evotec AG • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2008 (the "Deposit Agreement") among EVOTEC AKTIENGESELLSCHAFT and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED DATED 28 SEPTEMBER 2007...Evotec SE • October 8th, 2021 • Pharmaceutical preparations
COLLABORATION AGREEMENT by and among Boehringer Ingelheim International GmbH, Evotec OAIAG and Evotec Neurosciences GmbHCollaboration Agreement • March 12th, 2008 • Evotec AG • Pharmaceutical preparations
Boehringer Ingelheim International GmbH (VAT-ID No: DE 811138149) having offices at Binger Strasse 173, 55216 Ingelheim, Germany (hereinafter referred to as “BOEHRINGER”)
One Financial Center Boston, MA 02111Evotec AG • March 21st, 2008 • Pharmaceutical preparations
We have acted as counsel to Evotec AG, a company organized under the laws of the Federal Republic of Germany (“Parent”), in connection with the proposed merger (the “Merger”) of SHAPE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”) and direct wholly-owned subsidiary of Parent with and into Renovis, Inc., a Delaware corporation (“Company”), pursuant to that certain Agreement and Plan of Merger by and between Evotec AG and Renovis, Inc., dated as of September 18, 2007 (the “Merger Agreement”). Pursuant to Section 6.2(e) of the Merger Agreement, you have requested our opinion regarding whether the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
License AgreementLicense Agreement • March 12th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
Lovells SALE AND PURCHASE AGREEMENT REGARDING THE SALE AND PURCHASE OF ALL SHARES IN EVOTEC TECHNOLOGIES GMBHSale and Purchase Agreement • March 21st, 2008 • Evotec AG • Pharmaceutical preparations
WHEREAS, Seller 2 is a U.S. corporation duly organised and existing under the laws of the State of Delaware, USA, with principal place of business at 235 East 42nd Street, New York, N.Y. 10017, USA;
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND DISCLOSED REDMOND RIDGE CORPORATE CENTER LEASE BY AND BElWEEN M&T PARTNERS, INC., a Delaware corporation...Evotec SE • October 8th, 2021 • Pharmaceutical preparations
License AgreementLicense Agreement • March 12th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”)
Asset Purchase AgreementAsset Purchase Agreement • July 10th, 2009 • Evotec AG • Pharmaceutical preparations
WHEREAS, ROCHE and EVOTEC entered into a License Agreement effective as of December 19, 2003, as amended on April 15, 2004 (“2003-Agreement”), under which ROCHE granted EVOTEC certain rights and licenses to patent rights and know-how;
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED INVESTMENT AGREEMENT AMONG...Investment Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
License AgreementLicense Agreement • March 12th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
Collaborative Discovery and Development Agreement (“Agreement”)Collaborative Discovery and Development Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
WHEREAS, ROCHE has researched and developed ROCHE’s Background Intellectual Property (as defined below) and is active in the field of drug discovery, development and commercialisation of drug products; and
EVOTEC SERestricted Share Unit Plan Award Agreement • August 29th, 2023 • Evotec SE • Pharmaceutical preparations • Delaware
This U.S. Restricted Share Unit Award Agreement (this “Agreement”) is entered into, effective as of 15 June 2023 (the “Grant Date”), by and between Evotec (the “Company”) and you (the “Participant”) pursuant and subject to the Evotec SE U.S. Restricted Share Unit Plan, as it may be amended from time to time (the “Plan”), as approved by the Management Board of Evotec (the “Management Board”). The Participant and Evotec agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
License AgreementLicense Agreement • June 5th, 2009 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, New Jersey 07110, U.S.A. (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”)
Contract number (FI No): 93512 Serapis No: 2021-0233 PROJECT JUSTICE Finance Contract originally dated 29 December 2022 between the European Investment Bank and Evotec SE as amended and restated on 10 February 2023 EIB Internal Classification...Evotec SE • August 14th, 2024 • Pharmaceutical preparations
AMENDED AND RESTATED SERVICES AGREEMENTAmended and Restated Services Agreement • June 7th, 2010 • Evotec AG • Pharmaceutical preparations • New York
AMENDED AND RESATED SERVICES AGREEMENT (this “Agreement”), dated as of November 1, 2009 (the “Effective Date”), by and between Evotec AG, a company incorporated under the laws of Germany (“Evotec AG”), Evotec (UK) Ltd., a company incorporated under the laws of England (“Evotec UK” and, together with Evotec AG, “Evotec”), and CHDI Foundation, Inc., a New Jersey corporation (the “Foundation”). Evotec AG, Evotec UK and the Foundation shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
Contract number (FI No): 93512 Serapis No: 2021-0233 PROJECT JUSTICE Finance Contract originally dated 29 December 2022 between the European Investment Bank and Evotec SE as amended and restated on 10 February 2023 EIB Internal Classification...Evotec SE • May 12th, 2023 • Pharmaceutical preparations
RESEARCH AND COLLABORATION AGREEMENT BY AND BETWEEN NOVARTIS INTERNATIONAL PHARMACEUTICAL LTD. AND EVOTEC (UK) LTD. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s...Research And • June 5th, 2009 • Evotec AG • Pharmaceutical preparations • New York
This Research and Collaboration Agreement (this “Agreement”) is made and entered into as of this 30th day of October (the “Effective Date”), by and between Evotec (UK) Ltd., a corporation organized and existing under the laws of England, with its principal offices at Abingdon, Oxford, OX14 4SA, UK (“Evotec”), and Novartis International Pharmaceutical Ltd., a Bermuda corporation with principal offices at 131 Front Street, Hamilton, Bermuda (“Novartis”).
License AgreementLicense Agreement • January 7th, 2008 • Evotec AG
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”)
Promissory Notes (Schuldscheindarlehen)Promissory Notes • May 12th, 2023 • Evotec SE • Pharmaceutical preparations
The five promissory note loan agreements (collectively, the “Promissory Notes”) each govern an unsecured promissory note loan among Evotec SE, as borrower (the “Borrower”), Deutsche Bank AG and Landesbank Baden-Württemberg (“LBBW,” and, together with the Borrower and Deutsche Bank AG, the “Parties”), as arrangers and LBBW as the original lender.
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH THE COMPANY IF PUBLICLY DISCLOSED Drug Discovery & Development Services Agreement Evotec International GmbH and Novo Nordisk A/SDevelopment Services Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
NOW, THEREFORE, the Parties hereby acknowledge, and intend to be legally bound, and otherwise be bound by proper and reasonable conduct, agree as follows:
Promissory Notes (Schuldscheindarlehen)Promissory Notes • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
The seven promissory note loan agreements (collectively, the “Promissory Notes”) each govern an unsecured promissory note loan among Evotec SE, as borrower (the “Borrower”), Deutsche Bank AG and Landesbank Baden-Württemberg (“LBBW,” and, together with the Borrower and Deutsche Bank AG, the “Parties”), as arrangers and LBBW as the original lender.
Drug Discovery & Development Services Agreement Aptuit (Verona) Srl and Novo Nordisk A/SDevelopment Services Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
NOW, THEREFORE, the Parties hereby acknowledge, and intend to be legally bound, and otherwise be bound by proper and reasonable conduct, agree as follows:
C L I F F O R D C H A N C E CLIFFORD CHANCE LLPEvotec SE • October 8th, 2021 • Pharmaceutical preparations • Luxembourg
In this Agreement any reference to a “Clause” is, unless the context otherwise requires, a reference to a Clause in this Agreement.
EVOTEC (UK) LIMITED EVOTEC AG APTUIT (EDINBURGH) LIMITED APTUIT, INC.Agreement • January 7th, 2008 • Evotec AG
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED RESEARCH COLLABORATION AND...Research Collaboration and License Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations • England and Wales
WHEREAS, Novo is a global research-based pharmaceutical company which, inter alia, is engaged in the research, development and commercialization of pharmaceutical products;
First Amendment to the License Agreement effective March 18, 2005 betweenLicense Agreement • June 5th, 2009 • Evotec AG • Pharmaceutical preparations
Evotec SE (a European stock corporation organized under the laws of the Federal Republic of Germany and the European Union) [ ● ] American Depositary Shares Each Representing One-Half of One Ordinary Share in Bearer Form (no par value per share)...Evotec SE • October 26th, 2021 • Pharmaceutical preparations • New York
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SHARE PURCHASE AGREEMENT...Share Purchase Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
Whereas, Seller owns 99,506,831 shares (the “Transferred Shares”), representing 100% of the share capital of the Biopark By Sanofi, a French société par actions simplifiée, with a share capital of 9,950,683.10 euros, whose registered office is located at 195, route d’Espagne, 31036 Toulouse Cedex (France), registered with the Trade and Commercial Registry of Toulouse under number 808 635 056 (the “Company”).
License AgreementLicense Agreement • January 7th, 2008 • Evotec AG
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
EVOTEC SERestricted Share Unit Plan Award Agreement • August 14th, 2024 • Evotec SE • Pharmaceutical preparations • Delaware
This U.S. Restricted Share Unit Award Agreement (this “Agreement”) is entered into, effective as of 15 June 2023 (the “Grant Date”), by and between Evotec (the “Company”) and you (the “Participant”) pursuant and subject to the Evotec SE U.S. Restricted Share Unit Plan, as it may be amended from time to time (the “Plan”), as approved by the Management Board of Evotec (the “Management Board”). The Participant and Evotec agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
Lease Agreement – Essener Bogen 7Lease Agreement • October 8th, 2021 • Evotec SE • Pharmaceutical preparations
Since January 1 2011, Evotec AG (the “Company”) has rented office and laboratory space located at Essener Bogen 7 in Hamburg, Germany. The current monthly gross rent amounts to EUR 164,266.34, including ancillary costs of EUR 7,000. The landlord for the property is EuroCore Magnet S.à r.l (the “Landlord”). To date, the lease has been amended eight times.
License AgreementLicense Agreement • January 7th, 2008 • Evotec AG
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
Promissory Notes (Schuldscheindarlehen)Promissory Notes • August 14th, 2024 • Evotec SE • Pharmaceutical preparations
The five promissory note loan agreements (collectively, the “Promissory Notes”) each govern an unsecured promissory note loan among Evotec SE, as borrower (the “Borrower”), Deutsche Bank AG and Landesbank Baden-Württemberg (“LBBW,” and, together with the Borrower and Deutsche Bank AG, the “Parties”), as arrangers and LBBW as the original lender.
30 July 2024 EVOTEC SE (as the Company) EVOTEC SE (as Original Borrower and as Original Guarantor) COMMERZBANK AKTIENGESELLSCHAFT GOLDMAN SACHS LENDING PARTNERS LLC HSBC CONTINENTAL EUROPE S.A., GERMANY MORGAN STANLEY BANK AG UNICREDIT BANK GMBH (as...Agreement • August 14th, 2024 • Evotec SE • Pharmaceutical preparations
