FORM OF ORDINARY SHARE PURCHASE WARRANT RELIEF THERAPEUTICS Holding SAOrdinary Share Purchase Warrant • June 23rd, 2023 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
THIS ORDINARY SHARE PURCHASE WARRANT (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 June 22, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 22, 2028 (the “Termination Date”) but not thereafter, to purchase from RELIEF THERAPEUTICS HOLDING SA, a stock corporation, incorporated under the laws of Switzerland (the “Company”), up to 1,500,000 ordinary shares, par value of CHF 4.00 per share (as subject to adjustment hereunder, the “Warrant Shares”), of the Company. The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2023 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 15, 2023, between RELIEF THERAPEUTICS Holding SA, a stock corporation, incorporated under the laws of Switzerland (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ROYALTY PURCHASE AGREEMENT BY AND BETWEEN APR APPLIED PHARMA RESEARCH S.A. AND SWK FUNDING LLC DATED AS OF DECEMBER 2, 2015Royalty Purchase Agreement • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
THIS ROYALTY PURCHASE AGREEMENT entered and made effective as of this 2nd day of December, 2015 (this “Agreement”), by and between APR APPLIED PHARMA RESEARCH S.A., a corporation organized and existing according to the laws of Switzerland (“Seller”), and SWK FUNDING LLC, a Delaware limited liability company (“Purchaser”).
TERMINATION AGREEMENTTermination Agreement • April 30th, 2024 • Relief Therapeutics Holding SA • Pharmaceutical preparations
THIS TERMINATION AGREEMENT (the “Termination Agreement”) is entered into on August 28, 2023 (the “Signing Date”) between ACER THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 300 Washington Street, Suite 356, Newton, MA, USA 02458 (“Acer”), and RELIEF THERAPEUTICS HOLDING SA, a company organized and existing under the laws of Switzerland and having its registered address at Avenue de Secheron 15, 1202 Geneve, Switzerland (“Relief”). Relief and Acer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractShare Purchase Agreement • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION INDICATED BY “[***]” HAS BEEN OMITTED FROM THE FILED COPY OF THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
COLLABORATION AGREEMENTCollaboration Agreement • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
This COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2021 (the “Effective Date”), by and between InveniAI LLC, a wholly owned subsidiary of [***], a Delaware Incorporated located at 2614 Boston Post Road, Suite 33B, Guilford, CT 06437 (“InveniAI”) and Relief Therapeutics Holding SA, a Switzerland corporation located at Bâtiment F2/F3, Avenue de Sécheron 15, 1202 Genève, Switzerland (“Relief”).
ContractShare Exchange Agreement • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION INDICATED BY “[***]” HAS BEEN OMITTED FROM THE FILED COPY OF THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
RELIEF THERAPEUTICS / NEURORX BINDING COLLABORATION AGREEMENTBinding Collaboration Agreement • March 18th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
This Binding Collaboration Agreement (this “Agreement”), dated as of September 18, 2020 outlines the terms and conditions of the Collaboration (defined below) between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft (collectively, “Relief”), Swiss corporations, and NeuroRx, Inc. (“NeuroRx”), a Delaware corporation (each a “Party” and, collectively, the “Parties”). The Parties hereby acknowledge and agree that the terms set forth in that certain Non-Disclosure Agreement between the Parties, dated as of September 9, 2020, apply to the terms set forth herein.
Certain identified information has been excluded from this exhibit because it is both (i) not material, and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. ASSET...Asset Purchase Agreement • May 12th, 2023 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2022 (the “Execution Date”), by and between NRX PHARMACEUTICALS, INC., a Delaware corporation (“NRx Pharma”), and its wholly-owned subsidiary, NeuroRx, Inc., a Delaware corporation (“NeuroRx”, and collectively with NRx Pharma, “NRx”), on the one hand, and RELIEF THERAPEUTICS HOLDING SA, a corporation organized under the laws of Switzerland (“Holding”), and its wholly-owned subsidiary, Relief Therapeutics International SA, f/k/a Therametrics Discovery AG (“International”, and collectively with Holding, “Relief”), on the other hand. NRx and Relief are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 30th, 2024 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into on August 28, 2023 (the “Signing Date”) between ACER THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 300 Washington Street, Suite 356, Newton, MA, 02458 USA (“Acer”), and RELIEF THERAPEUTICS HOLDING SA, a company organized and existing under the laws of Switzerland and having its registered address at Avenue de Secheron 15, 1202 Geneve, Switzerland (“Relief”). Relief and Acer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION INDICATED BY “[***]” HAS BEEN OMITTED FROM THE FILED COPY OF THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Confidential Share Subscription Facility...Share Subscription Facility Agreement • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
Certain identified information has been excluded from this exhibit because it is both (i) not material, and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted....Settlement Agreement • May 12th, 2023 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
This Settlement Agreement (including Exhibit A) (this “Settlement Agreement”) is made and entered into as of this 12th day of November, 2022 (the “Execution Date”), by and between RELIEF THERAPEUTICS HOLDING AG and RELIEF THERAPEUTICS INTERNATIONAL SA (together, “Relief”), on the one hand, and NEURORX, INC. (“NeuroRx”) and NRX PHARMACEUTICALS, INC. (“NRx,” and together with NeuroRx, the “NeuroRx Parties”), on the other hand. For all purposes, Relief and the NeuroRx Parties are each individually a “Party” and all are collectively the “Parties”).
Certain identified information has been excluded from this exhibit because it is both (i) not material, and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. AMENDMENT...Share Exchange Agreement • May 12th, 2023 • Relief Therapeutics Holding SA • Pharmaceutical preparations
ContractShare Subscription Facility Agreement • February 28th, 2024 • Relief Therapeutics Holding SA • Pharmaceutical preparations
Restatement and Amendment Agreement dated as of February 27, 2024 (the Signing Date) in respect of the Share Subscription Facility Agreement dated as of January 20, 2021 by and among
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 18th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into on March 19, 2021 (the “Effective Date”) between ACER THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 300 Washington Street, Suite 351, Newton, MA, USA (“Acer”), and RELIEF THERAPEUTICS HOLDING AG, a company organized and existing under the laws of Switzerland and having its registered address at Avenue de Secheron 15, 1202 Geneve, Switzerland (“Relief”). Relief and Acer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both (i) not material, and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. EXCLUSIVE...Exclusive License and Supply Agreement • April 30th, 2024 • Relief Therapeutics Holding SA • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AND SUPPLY AGREEMENT (this “Agreement”) is entered into and effective as of March 21, 2024 (“Effective Date”) between APR APPLIED PHARMA RESEARCH SA, a corporation organized and existing under the laws of Switzerland with its registered office at Via G. Corti 5, 6828 Balerna, Switzerland (“APR”), and ETON PHARMACEUTICALS, INC. a corporation organized and existing under the laws of Illinois with its registered office at 21925 W. Field Pkwy, Suite 235, Deer Park, IL 60010, USA (“ETON” or the “Licensee”). APR and the Licensee are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
Amendment no. 1 to the Master Service Agreement on Order to Cash ServiceMaster Service Agreement on Order to Cash Service • July 11th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
THIS AMENDMENT (hereinafter the “Amendment”) to the Master Service Agreement on Order to cash Service with an effective date of 1st September 2018 (the “Agreement”), is made on this 1st March 2021 (the “Amendment Signing Date” and made retroactively effective as of 1st day of February, 2021 (the “Amendment Effective Date”) by and between:
Amendment no. 2 to the Master Service Agreement on Order to Cash ServiceMaster Service Agreement on Order to Cash Service • March 18th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
This Amendment N. 2 (hereinafter the “Amendment 2”) to the Master Service Agreement on Order to cash Service with an effective date of 1st September 2018, is made on this July 13th, 2021 (the “Amendment 2 Effective Date”) by and between:
CERTAIN CONFIDENTIAL INFORMATION INDICATED BY “[***]” HAS BEEN OMITTED FROM THE FILED COPY OF THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Master Service Agreement on Order to...Master Service Agreement • March 18th, 2022 • Relief Therapeutics Holding SA • Pharmaceutical preparations
WHEREAS, APR is contracting comprehensive logistics and order to cash services for its Products under the terms and conditions set forth in this Agreement.
