Advanced Accelerator Applications S.A. [•] Ordinary Shares (nominal value €0.10 per share) Represented by [•] American Depositary Shares Underwriting AgreementUnderwriting Agreement • January 20th, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • New York
Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
SERVICES AGREEMENTServices Agreement • January 12th, 2018 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • New York
This SERVICES AGREEMENT (this “Agreement”), dated as of January 11, 2018 (the “Execution Date”), is entered into by and between Novartis Pharma AG (“Novartis Pharma”), a wholly owned subsidiary of Novartis AG (the “Parent”), and Gérard Ber (the “Consultant”). (Each of Novartis Pharma and the Consultant are a “Party”, and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the same meaning as in the MoU (as defined below).
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN Novartis AG AND Advanced Accelerator Applications S.A. DATED AS OF OCTOBER 28, 2017Memorandum of Understanding • October 30th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • Delaware
This Memorandum of Understanding (this “MoU”) is made and entered into as of October 28, 2017, by and between Novartis AG, a company organized under the laws of Switzerland (“Parent”) and Advanced Accelerator Applications S.A., a société anonyme organized under the laws of France (the “Company”). Parent and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.Licensing Agreement • August 21st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
[*] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is entered into as of 1 July 2016 (the “Effective Date”), by and between Advanced Accelerator Applications, S.A., a public limited company (Société anonyme) organized and existing under the laws of France (the “Company”), and Stefano Buono (the “Executive”). The Company and Executive are referred to herein collectively as the “Parties”, and each, a “Party”.
Re: First Amendment to the Memorandum of UnderstandingMemorandum of Understanding • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
Reference is hereby made to that certain Memorandum of Understanding dated as of October 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Memorandum of Understanding”), by and between Novartis AG (“Parent”) and Advanced Accelerator Applications S.A. (the “Company”). Capitalized terms used but not defined in this letter (this “Letter Agreement”) shall have the respective meanings given to them in the Memorandum of Understanding.
STRICTLY CONFIDENTIAL October 28, 2017 Dear Stefano:Letter Agreement • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
In our capacity as possible future controlling shareholder of Advanced Accelerator Applications S.A. (441 417 110 RCS Bourg-en-Bresse) (“AAA”) following the Closing (as defined below), we are pleased to confirm the attached terms, on the terms and conditions set forth in this letter agreement.
UNANIMOUS SHAREHOLDERS AGREEMENTUnanimous Shareholders Agreement • August 21st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the mutual covenants and agreement herein contained and other good and valuable consideration, the parties hereto agree as follows:
CLINICAL SERVICES AGREEMENTClinical Services Agreement • August 21st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
THIS CLINICAL SERVICES AGREEMENT (together with all corresponding Exhibits, "AGREEMENT") is entered into as the 1st of November 2011 by and between Advanced Accelerator Applications, with registered office in Saint-Genis-Pouilly, 20 rue Diesel, France ("SPONSOR"), and Pierrel Research Italy Spa ("CRO"), with registered office in Via Pietro Mascagni 14, Milan, Italy and operational offices in Italy, in Sesto S. Giovanni (MI), Via Alberto Falck 15 and in Cantù (CO), Via Como 5.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 28, 2017, by and between Novartis AG, a company organized under the laws of Switzerland (“Parent”) and [ ] (“Shareholder”).
Share purchase agreement of Imaging Equipment limitedShare Purchase Agreement • October 1st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • England and Wales
Re: First Amendment to the Tender and Support AgreementsTender and Support Agreement • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
Reference is hereby made to the following Tender and Support Agreements, dated as of October 28, 2017 (each as amended, restated, supplemented or otherwise modified from time to time, a “Tender and Support Agreement,” and collectively, the “Tender and Support Agreements”), by and between Novartis AG (“Parent”) and (i) Stefano Buono, (ii) Gérard Ber, (iii) Claudio Costamagna, (iv) CC & Soci S.r.l., (v) Christine Mikail Cvijic, (vi) Kapil Dhingra, (vii) Steven Gannon, (viii) Heinz Mäusli, (ix) Christian Merle, (x) François Nader and (xi) Leopoldo Zambeletti (each of the persons in the foregoing clauses (i) through (xi), a “Shareholder,” and collectively, the “Shareholders”). Capitalized terms used but not defined in this letter (this “Letter Agreement”) shall have the respective meanings given to them in the respective Tender and Support Agreement.
Agreement on Special Compensation allowanceSpecial Compensation Agreement • November 2nd, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
Advanced Accelerator Applications S.A., a joint-stock company (société anonyme) incorporated under the laws of France, with registered office in 20, rue Diesel-01630 – Saint Genis Pouilly (France), with share capital of Euro 6.322.904,10 € fully paid-in (the “Company”)
STRICTLY CONFIDENTIAL October 28, 2017 Dear Gérard:Letter Agreement • December 7th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
In our capacity as possible future controlling shareholder of Advanced Accelerator Applications S.A. (441 417 110 RCS Bourg-en-Bresse) (“AAA”) following the Closing (as defined below), we are pleased to confirm the attached terms, on the terms and conditions set forth in this letter agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 21st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • Ontario
THIS SHARE PURCHASE AGREEMENT is made as of the 18th day of December, 2014 between 7329563 Canada Inc. (the “Seller”), a corporation incorporated under the Canada Business Corporations Act, and Advanced Accelerator Applications International S.A. (the “Purchaser”), a corporation incorporated under the laws of Switzerland and Advanced Accelerator Applications S.A. (“Parent”), a corporation incorporated under the laws of France.
ContractClinical Services Agreement • March 29th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
In response to a request from your Head of Legal Cécile Meynet, this letter is intended to clarify the status of the Clinical Services Agreement (the “Agreement”) between Advanced Accelerator Applications (hereafter to be referred to as “Sponsor”) and Accelovance Europe S.r.l. (hereinafter to be referred to as “Accelovance”) with respect to the clinical trial known as, “A multicenter, stratified, open, randomized, comparator-controlled, paral lel groups phase III study comparing treatment with 177Lu-DOTAO-Tyr3-Octreotate to Octreotide LAR in patients with inoperable, progressive, somatostatin receptor positive midgut carcinoid tumours” (the “Study”). The initial Agreement was entered into by Pierrel Research Italy Spa on 1 November 2011.
AAA Letterhead]Retention Agreement • January 12th, 2018 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • New York
LICENSE AGREEMENTLicense Agreement • January 5th, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
This Agreement, executed this 12th day of June, 2007, ("the Effective Date") is made by and between [*]("[*]"), and BioSynthema Inc., a corporation organized under the laws of the State of Missouri, USA, and having its principal place of business 4041 Forest Park Blvd., S1. Louis, Missouri, 63108 USA ("BioSynthema"), and hereafter referred to as the "Agreement". For the purpose of the Agreement, BioSynthema shall include a sublicensee to the Agreement.
Advanced Accelerator Applications S.A. [•] Ordinary Shares (nominal value €0.10 per share) Represented by [•] American Depositary Shares Underwriting AgreementUnderwriting Agreement • November 2nd, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • New York
ContractLetter of Agreement • March 29th, 2017 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
This Letter of Agreement is intended to document an agreement between Advanced Accelerator Applications (hereafter to be referred to as “Sponsor”) and Accelovance Europe S.r.l. (hereinafter to be referred to as “Accelovance”) with respect to the clinical trial known as, “A multicenter, stratified, open, randomized, comparator-controlled, parallel groups phase III study comparing treatment with 177Lu-DOTAO-Tyr3-Octreotate to Octreotide LAR in patients with inoperable, progressive, somatostatin receptor positive midgut carcinoid tumours” (the “Study”).
MAY 20, 2010 BioSynthema Inc. and Advanced Accelerator Applications, S.A. SALE AND PURCHASE AGREEMENT FOR THE ENTIRE ISSUED SHARE CAPITALOF BIOSYNTHEMA INC.Sale and Purchase Agreement • January 5th, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
The Shareholders have each agreed to transfer and sell the Company Shares owned by them and the Purchaser has agreed to purchase and pay for all the Company Shares, in each case on the terms and subject to the conditions of this Agreement.
MAY 20, 2010 BioSynthema Inc. and Advanced Accelerator Applications, S.A. SALE AND PURCHASE AGREEMENT FOR THE ENTIRE ISSUED SHARE CAPITALOF BIOSYNTHEMA INC.Sale and Purchase Agreement • October 1st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
The Shareholders have each agreed to transfer and sell the Company Shares owned by them and the Purchaser has agreed to purchase and pay for all the Company Shares, in each case on the terms and subject to the conditions of this Agreement.
LICENSE AGREEMENTLicense Agreement • October 1st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
This agreement made and entered into this 16 day of June, 2015 (the “Effective Date”) is among ADVANCED ACCELERATOR APPLICATIONS INTERNATIONAL a corporation organized and existing under the laws of Switzerland, with its principal office at 4 rue de la tour de l’Ile, 1208 Geneva, Switzerland (“AAA”) and FUJIFILM RI Pharma Co., Ltd., a corporation organized and existing under the laws of Japan, with its principal office at 14-1, Kyobashi 2-chome, Chuo-ku, Tokyo, Japan (“FRI”), AAA and FRI being referred to as each a “Party” and collectively the “Parties”.
Form of Shareholders AgreementShareholder Agreement • October 1st, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • January 20th, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations
This Agreement, executed this 12th day of June, 2007, ("the Effective Date") is made by and between Professor Dr. Eric P. Krenning, Hoflaan 71, 3062 Je Rotterdam, The Netherlands ("Krenning"), and BioSynthema Inc., a corporation organized under the laws of the State of Missouri, USA, and having its principal place of business 4041 Forest Park Blvd., S1. Louis, Missouri, 63108 USA ("BioSynthema"), and hereafter referred to as the "Agreement". For the purpose of the Agreement, BioSynthema shall include a sublicensee to the Agreement.
License Agreement between Mallinckrodt Inc. and BioSynthema Inc.License Agreement • September 29th, 2014 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • Missouri
This License Agreement dated the 10th day of October, 2007 (the “Effective Date”), is entered into by and between Mallinckrodt Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal offices at 675 McDonnell Blvd., Hazelwood, MO 63042 (referred to as “Mallinckrodt”), and BioSynthema Inc., a corporation organized and existing under the laws of Missouri, with an office at 4041 Forest Park Avenue, Saint Louis, MO 63108, and its Affiliates (BioSynthema Inc. and its Affiliates are hereafter referred to as “BI”).
