ERYTECH PHARMA S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of May 14, 2018Deposit Agreement • September 21st, 2020 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of May 14, 2018 among ERYTECH PHARMA S.A., a company incorporated under the laws of France (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
ERYTECH PHARMA S.A. AMERICAN DEPOSITARY SHARES each representing one (1) Ordinary Share SALES AGREEMENTSales Agreement • September 21st, 2020 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • New York
ERYTECH Pharma S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Lyon under number 479 560 013 (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Erytech Pharma S.A. [Number of Shares] Ordinary Shares and [Number of ADSs] American Depositary Shares Each Representing One Ordinary Share (Nominal Value €0.10 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • New York
PLACEMENT AGENCY AGREEMENT December 14, 2021Placement Agency Agreement • December 16th, 2021 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • New York
EXCLUSIVE SUPPLY AGREEMENT for recombinant L-AsparaginaseExclusive Supply Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
THIS SUPPLY AGREEMENT is entered between ERYTECH PHARMA S.A, a company incorporated under the laws of the Republic of France (no 479 560 013 RCS Lyon), having its registered head office at Bâtiment Adenine, 60 avenue Rockefeller, 69008 Lyon, France, represented by Mr. Pierre-Olivier Goineau, Chief Executive Officer, (VAT No. FR 10479560013), hereinafter referred to as “ERYtech Pharma” and MEDAC GMBH, a company having its registered head office at Theaterstrasse 6, D22880 Wedel, Germany represented by Nikolaus Graf Stolberg, Managing Director and Dr. Michaela Rehberg, Director Drug Regulatory Affairs/Pharmaceutical Development (VAT No. DE 118579535), hereinafter referred to as “medac”, hereinafter referred to individually or collectively as the “Parties” and individually as a “Party”.
ADDENDUM N° 2 TO EXCLUSIVE SUPPLY AGREEMENT for recombinant L-AsparaginaseErytech Pharma S.A. • October 6th, 2017 • Biological products, (no disgnostic substances)
ERYTECH Pharma S.A, a company incorporated under the laws of the Republic of France (n° 479 560 013 RCS Lyon; VAT No. FR 10479560013)), having its registered head office at Bâtiment Adenine, 60 avenue Rockefeller, 69008 Lyon, France, represented by Mr Gil Beyen, Chief Executive Officer, and by Mr Jérôme Bailly, Qualified Person,
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT — EXCLUSIVE COVER PAGEPatent License Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
ADDENDUM N° 2 TO EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
ERYTECH Pharma S.A, a company incorporated under the laws of the Republic of France (n° 479 560 013 RCS Lyon; VAT No. FR 10479560013)), having its registered head office at Bâtiment Adenine, 60 avenue Rockefeller, 69008 Lyon, France, represented by Mr GIl Beyen, Chief Executive Officer, and by Mr Jérôme Bailly, Qualified Person,
EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
ERYtech Pharma S.A, a company incorporated under the laws of the Republic of France (no 479 560 013 RCS Lyon), having its registered head office at Bâtiment Adenine, 60 avenue Rockefeller, 69008 Lyon, represented by Mr. Pierre-Olivier Goineau, Chief Operating Officer,
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
• ERYtech Pharma S.A, a Societé Anonyme existing and organized under the laws of the Republic of France, having its registered head office at 60 Avenue Rockefeller, Bâtiment Adenine, 69008 Lyon, France, with a registered capital of 315.355 Euros;
ADDENDUM N°3 TO THE AGREEMENTExclusive Supply Agreement • October 6th, 2017 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
• ERYTECH Pharma, S.A. with a share capital of 792 461,10 euros €, having its registered head office in Lyon 08, Bâtiment Adénine, 60 avenue Rockefeller, registered with the Trade and Companies Registry of Lyon under the number 479 560 013, represented by Mr Gil BEYEN, Chief Executive Officer, (“ERYTECH”)
LICENSE AGREEMENTLicense Agreement • March 18th, 2020 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (this “Agreement”) is entered into as of June 24, 2019 (the “Effective Date”) by and between ERYTECH Pharma, Société Anonyme, incorporated in France at the companies and trades registry under number 479 560 013 rcs Lyon, with a share capital of €1,794,003.50 and having its registered office at Bâtiment Adénine, 60 Avenue Rockefeller, 69008 Lyon, FRANCE represented by Mr. Gil BEYEN, Chief Executive Officer (“Erytech”), and SQZ Biotechnologies Company, a Delaware corporation with offices located at 134 Coolidge Avenue, Watertown, MA 02472 (“SQZ”). Erytech and SQZ are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF INVESTOR SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2021 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
FORM OF INVESTOR SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 2021 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
Company herein, and specifically as made or given in the Terms and Conditions for Subscription of Units attached hereto as Annex I, are also irrevocably made and given for the benefit of the Placement Agent (as defined in Annex I hereto) and that the Placement Agent is entitled to rely on the same in connection with the placement of the Units.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2020 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of April 1, 2019 (the “Effective Date”) by and between ERYTECH Pharma, Inc., (the “Company”), and Gil Beyen (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ASSET PURCHASE AGREEMENT by and among ERYTECH PHARMA, S.A., ERYTECH PHARMA, INC., CATALENT PRINCETON, LLC and CATALENT PHARMA SOLUTIONS, INC. (solely for purposes of Section 6.17) dated as of April 22, 2022Asset Purchase Agreement • April 28th, 2022 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • Delaware
ASSET PURCHASE AGREEMENT, dated as of April 22, 2022 (this “Agreement”), by and among Erytech Pharma S.A., a French societé anonyme (“Seller”), Erytech Pharma, Inc., a Delaware corporation (“Erytech Inc.”), Catalent Princeton, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 6.17, Catalent Pharma Solutions, Inc., a Delaware corporation (“Purchaser Parent”).
COMMERCIAL LEASE BEFORE COMPLETIONErytech Pharma S.A. • April 24th, 2018 • Biological products, (no disgnostic substances)
AGREEMENT FOR THE ISSUANCE OF AND SUBSCRIPTION TO WARRANTS GIVING ACCESS TO NOTES CONVERTIBLE INTO NEW AND/OR EXISTING SHARES WITH SHARE SUBSCRIPTION WARRANTS ATTACHED ("BONS D'EMISSION D'OBLIGATIONS CONVERTIBLES EN ACTIONS NOUVELLES ET/OU EXISTANTES...Agreement • March 8th, 2021 • Erytech Pharma S.A. • Biological products, (no disgnostic substances)
ADDENDUM N°3 TO THE AGREEMENTErytech Pharma S.A. • July 10th, 2017 • Biological products, (no disgnostic substances)
• ERYTECH Pharma, S.A. with a share capital of 792 461,10 euros €, having its registered head office in Lyon 08, Bâtiment Adénine, 60 avenue Rockefeller, registered with the Trade and Companies Registry of Lyon under the number 479 560 013, represented by Mr Gil BEYEN, Chief Executive Officer, (“ERYTECH”)
RIDER No. 1 TO THE LEASE SIGNED ON JUNE 9, 2015 TAKING EFFECT ON JULY 1, 2015Erytech Pharma S.A. • October 6th, 2017 • Biological products, (no disgnostic substances)
A French Real Estate Investment Company with its headquarters located in the 17th Arrondissement of Paris at 9, rue Jadin, and listed in the Paris Trade and Companies Register under number D 513 811 638,
LEASE BETWEEN AND ERYTECH PHARMA, INC. a/k/aLease • March 29th, 2019 • Erytech Pharma S.A. • Biological products, (no disgnostic substances) • New Jersey
THIS LEASE is made as of April 27, 2018 (the “Effective Date”) (hereinafter referred to as the “Lease”) between 104 CAMPUS DRIVE LLC, a New Jersey limited liability company, (hereinafter “Landlord”), and ERYTECH PHARMA, INC., a Delaware corporation (hereinafter “Tenant”).
