OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 6th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
ADC Therapeutics SA, a Swiss stock corporation (société anonyme) domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), common shares of the Company, nominal value CHF 0.08 per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000 on the terms set forth in this agreement (this “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2020 • ADC Therapeutics SA • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 2020, by and among ADC Therapeutics SA, a Swiss stock corporation (société anonyme) (the “Company”), and Deerfield Partners, L.P. and Deerfield Private Design Fund IV, L.P (each individually, a “Lender” and together, the “Lenders”).
FACILITY AGREEMENT dated as of April 24, 2020 by and among ADC THERAPEUTICS SA, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders and DEERFIELD PARTNERS, L.P., as agent for itself and the Secured PartiesFacility Agreement • April 27th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This FACILITY AGREEMENT (this “Agreement”), dated as of April 24, 2020, is entered into by and among ADC THERAPEUTICS SA, a Swiss société anonyme (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time, the lenders set forth on the signature page of this Agreement (together with their successors and permitted assigns, the “Lenders”), DEERFIELD PARTNERS, L.P., a Delaware limited partnership, as agent for itself and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
DATED [●] (2) A.T. DEVELOPMENT SWITZERLAND SARL AND (3) ADC THERAPEUTICS SARLPurchase and Shareholders Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations • England and Wales
Amendment# 1 to the Second Amended and Restated License Agreement dated May 9, 2016License Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
This Amendment# 1 (“Amendment #1”) dated 19 September 2018 (“Amendment Effective Date”) is made by and between ADC Products (UK) Ltd., with registered address at registered office is at 4th Floor, Reading Bridge House, George Street, Reading, Berkshire RG l 8LS, United Kingdom (“ADCP”), ADC Therapeutics SA, with registered address at Route de la Corniche 3B, 1066 Epalinges, Switzerland (“ADCT”), and Medimmune Ltd., with registered office at Milstein Building, Granta Park, Cambridge CB21 6GH (“Medlmmune”), each hereinafter individually referred to as “Party” and jointly as “Parties”.
womblebonddickinson.comLease • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
Building the Queen Mary Bioenterprises Innovation Centre 42 New Road Whitechapel E1 2AX being all the land comprised in Title Number EGL520546.
Collaboration and License Agreement between ADC Therapeutics Sarl and Genmab A/SCollaboration and License Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”) is made and entered into, effective as of 14 June 2013 (“Effective Date”), by and between ADC Therapeutics Sarl, a Swiss corporation, having its head office at Rue Saint-Pierre 2, Lausanne, 1003, Switzerland (“ADCT”), and Genmab A/S, a Danish corporation, having its principal place of business at [**] (“Genmab”). Genmab and ADCT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT to COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
This Amendment to the Collaboration and License Agreement dated 14 June 2013 between Genmab A/S (“Genmab”) and ADC Therapeutics Sarl (“ADCT”) (hereinafter referred to as the “Agreement”) is entered into with effect from 20 November 2013 by and between Genmab and ADCT (together referred to as “Parties”). All capitalized terms below are as defined in the Agreement.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
ADC Therapeutics SA 13,411,912 Common SHares, nominal Value CHF 0.08 PER SHARE Pre-funded warrants to purchase 8,163,265 common sHARES, nominal Value CHF 0.08 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
Jefferies LLC Guggenheim Securities, LLC Cantor Fitzgerald & Co. As Representatives of the several Underwriters named in Schedule I hereto
ContractExecutive Employment Agreement • March 13th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations
Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics...License Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
This Second Amended and Restated License Agreement (“Agreement”) is made and entered into as of May 9, 2016 (“Execution Date”), by and among:
ADC Therapeutics SA Biopôle Route de la Corniche 3B 1066 Epalinges SwitzerlandLetter Agreement • February 6th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This letter agreement (the “Letter Agreement”) is entered into between ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”) and A.T. Holdings II Sàrl, a limited liability corporation (société à responsabilité limitée) organized under the laws of Switzerland (the “Shareholder”).
THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN ADC THERAPEUTICS SA AND GENMAB A/SCollaboration and License Agreement • September 21st, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
THIS THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT (“Third Amendment”) made and entered into, effective as of June 24, 2020 (“Amendment Effective Date”), amends that certain COLLABORATION AND LICENSE AGEEMENT entered into by and between ADC Therapeutics SA, a Swiss Corporation, having its principal place of business at Biopole, rte de la Corniche 3B, 1066 Epalinges, Switzerland (formerly ADC Therapeutics Sarl) and its Affiliates (“ADCT”), and GENMAB A/S a Danish corporation, having its principal place of business at Kalvebod Brygge 43, 1560 Copenhagen V, Denmark, CVR no. 2102 3884 (“Genmab”) on 14 June 2013, as amended (“Agreement”). Genmab and ADCT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
under the “short-term deferral” exception. Payments may only be made under the Retention Bonus Letter Agreement upon an event and in a manner permitted by Section 409A of the Code, including the six-month delay for specified employees, or an...Retention Bonus Agreement • March 13th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations
Amended and Restated Collaboration and License Agreement between ADC Therapeutics Sarl and Genmab A/SCollaboration and License Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This Amended and Restated Collaboration and License Agreement (“Agreement”) is made and entered into on 29 October, 2020 (“Execution Date”), but effective as of 14 June, 2013 (“Effective Date”), by and between ADC Therapeutics Sarl, a Swiss corporation, having its head office at Rue Saint-Pierre 2, Lausanne, 1003, Switzerland (“ADCT”), and Genmab A/S, a Danish corporation, having its principal place of business at Kalvebod Brygge 43, 1560 Copenhagen V, Denmark, CVR no. 2102 3884 (“Genmab”) and amends that certain Collaboration and License Agreement between the Parties dated 14 June 2013 as further amended on 20 November, 2013 and June 24, 2020 (collectively, the “Collaboration Agreement”). Genmab and ADCT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”), dated as of February 6, 2023, has been entered into by and among ADC Therapeutics SA, a Swiss stock corporation (société anonyme) (the “Company”), and Oaktree Fund Administration LLC, a Delaware limited liability company, OCM Strategic Credit Investments S.à r.l., private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 26a boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under the number B184440, OCM Strategic Credit Investments 2 S.à.r.l., private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 26a boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under the number B183876, OCM Strateg
DATE: 28 January 2021 Leaserelating to LEVEL 7THE TRANSLATION AND INNOVATION HUB,IMPERIAL COLLEGE WHITE CITY CAMPUS,LONDON W12 Part of estate building (office)(RPI Indexed Rent) BetweenIMPERIAL COLLEGE THINKSPACE LIMITED ADC THERAPEUTICS (UK) LTD...Lease Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • England and Wales
This part of the Lease summarises some of the key terms of this Lease but does not form part of the Lease. In the event of any conflict the remainder of this Lease shall take precedence.
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN ADC THERAPEUTICS SA AND GENMAB A/SCollaboration and License Agreement • April 24th, 2020 • ADC Therapeutics SA • Pharmaceutical preparations
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
US-DOCS\147369310.6 NOW THEREFORE, in consideration of the premises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby...Loan Agreement and Guaranty • March 13th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
Shares ADC THERAPEUTICS SA COMMON SHARES, NOMINAL VALUE CHF 0.08 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • ADC Therapeutics SA • Pharmaceutical preparations • New York
ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, nominal value CHF 0.08 per share (the “Firm Shares”), of the Company.
Purchase and Sale Agreement By and Between ADC Therapeutics SA and Entities Managed by HealthCare Royalty Management, LLC Dated as of August 25, 2021Purchase and Sale Agreement • August 26th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT, dated as of August 25, 2021 (this “Agreement”), is made and entered into by and between the entities managed by Healthcare Royalty Management, LLC, a Delaware limited liability company, identified on the signature pages of this Agreement and listed on Exhibit F (individually and collectively, the “Buyer”), and ADC Therapeutics SA, a Swiss société anonyme (the “Seller”).
Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics...License Agreement • August 14th, 2019 • ADC Therapeutics SA • Pharmaceutical preparations
This Second Amended and Restated License Agreement (“Agreement”) is made and entered into as of May 9, 2016 (“Execution Date”), by and among:
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of December 11, 2020 and amends that certain Registration Rights Agreement, dated as of May 19, 2020 (the “Original Agreement”), by and among ADC Therapeutics SA, a Swiss stock corporation (société anonyme) (the “Company”), and Deerfield Partners, L.P. and Deerfield Private Design Fund IV, L.P (each individually, a “Lender” and together, the “Lenders”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement.
FACILITY AGREEMENT dated as of April 24, 2020, as amended by the Limited Consent and Amendment, dated as of August 25, 2021 by and among ADC THERAPEUTICS SA, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders and...Facility Agreement • August 26th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
IF THE LOANS ISSUED UNDER THIS INSTRUMENT ARE CONSIDERED TO BE DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES, SUCH LOANS WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986.
ContractConsulting Agreement • March 13th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
ADC Therapeutics SA, a corporation organized and existing under the laws of Switzerland and having a business address at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland (“ADCT”), and
Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) is customarily and actually treated by ADC Therapeutics as...License Agreement • March 15th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made and entered into, effective as of July 8, 2022 (“Effective Date”), by and between ADC Therapeutics SA, having a registered office at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland (“ADCT”) and Swedish Orphan Biovitrum AB (publ), organized and existing under the laws of Sweden with a principal place of business at Tomtebodavägen 23A, Solna, Sweden (“Sobi”). ADCT and Sobi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Employment Agreement by and between ADC Therapeutics SA and Michael Forer 1. Introductory Provisions After working some years for affiliated companies of the Company, the Employee transferred to the Company as of 1 October 2015. This Employment...Employment Agreement • March 13th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations
SHAREHOLDERS AGREEMENTShareholders Agreement • March 18th, 2021 • ADC Therapeutics SA • Pharmaceutical preparations • New York
12,000,000 Shares ADC Therapeutics SA Common SHares, nominal Value CHF 0.08 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations • New York
The shareholder named in Schedule I hereto (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 12,000,000 common shares, nominal value CHF 0.08 per share, of ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”). The common shares, nominal value CHF 0.08 per share, of the Company are hereinafter referred to as the “Common Shares.” The aggregate of 12,000,000 Common Shares to be sold by the Selling Shareholder is herein called the “Shares.” In the event only one underwriter is listed in Schedule II hereto, any references in this Underwriting Agreement (the “Agreement”) to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule II.
ContractLoan Agreement and Guaranty • August 6th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
LICENSE AGREEMENT BETWEEN ADC Therapeutics SA AND Mitsubishi Tanabe Pharma CorporationLicense Agreement • March 17th, 2022 • ADC Therapeutics SA • Pharmaceutical preparations • New York
FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTYLoan Agreement and Guaranty • January 19th, 2024 • ADC Therapeutics SA • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTY (this “Amendment”) is entered into effective as of January 16, 2024 (the “First Amendment Effective Date”) among ADC THERAPEUTICS SA, a company formed under the laws of Switzerland (the “Borrower”), each of the Borrower’s Subsidiaries party hereto, the Lenders party hereto and Blue Owl Opportunistic Master Fund I, L.P. (formerly known as Owl Rock Opportunistic Master Fund I, L.P.), a New York limited partnership, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
