OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • June 14th, 2024 • Alvotech • Biological products, (no disgnostic substances) • New York
Alvotech, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B258884 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and/or sell from time to time through Jefferies LLC, as sales agent, subscriber and/or principal (the “Agent”), the Company’s ordinary shares, $0.01 nominal value (valeur nominale) per share (the “Ordinary Shares”) on the terms set forth in this agreement (this “Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • May 2nd, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 18, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ALVOTECH S.A.S., a public liability company (société par actions simplifiée) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273 Luxembourg and registered with the Luxembourg Trade and Companies register under number B258884 (the “Company”).
EXECUTION VERSIONConfidential Agreement • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
Both, ALVOTECH and STADA, are hereinafter sometimes collectively referred to as the “Parties”, and each may be referred to in singular as a “Party”.
JULY 2023Convertible Bond Subscription Agreement • August 31st, 2023 • Alvotech • Biological products, (no disgnostic substances)
First Amendment to the Agreement for [***] First Amendment (hereinafter referred to as “AMENDMENT”) to the Agreement for [***] dated 06.11.2019 (hereinafter referred to as “AGREEMENT”) This AMENDMENT is made by and mutually agreed by and between:...Agreement for [***] • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
Now, in consideration with what precedes, the Parties hereby wish to modify the AGREEMENT by the present AMENDMENT, which shall become an integral part of the AGREEMENT.
FORM OF INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • July 14th, 2022 • Alvotech • Biological products, (no disgnostic substances) • New York
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of June 15, 2022, by and among Alvotech, a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”) and the IRA Company Shareholders (as defined in the Business Combination Agreement) listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 2nd, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of April 18, 2022 by and between Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”) and amends that certain Business Combination Agreement (the “Agreement”), dated as of December 7, 2021, by and among TopCo, the Company and Parent. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Agreement.
EXECUTION VERSIONConfidentiality Agreement • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
Both, ALVOTECH and STADA, are hereinafter sometimes collectively referred to as the “Parties”, and each may be referred to in singular as a “Party”.
INDEMNIFICATION AGREEMENT between [name] as the Officer and Alvotech S.A. as the CompanyIndemnification Agreement • March 1st, 2023 • Alvotech • Biological products, (no disgnostic substances) • Luxembourg
Originally dated 14 December 2018, as amended and restated on 24 June 2021 ALVOTECH HOLDINGS S.A. as Issuer ALVOTECH HF. ALVOTECH GERMANY GMBH ALVOTECH HANNOVER GMBH ALVOTECH SWISS AG as Guarantors THE BONDHOLDERS NAMED HEREIN as Bondholders MADISON...Bond Instrument • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
THIS AMENDED AND RESTATED BOND INSTRUMENT was originally dated 14 December 2018, and is amended and restated by the Amendment and Restatement Deed (as defined below) and is made by way of deed by:
Dated 22 January 2018 Product Rights Agreement between Alvotech HF. and Alvogen Lux Holdings Sarl White & Case LLP 5 Old Broad Street London EC2N 1DWProduct Rights Agreement • February 7th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • England and Wales
This PRODUCT RIGHTS AGREEMENT (this “Agreement”) is entered into as of 22 January 2018 (the “Effective Date”) by and among Alvotech hf., a public limited company incorporated under the laws of Iceland (“Alvotech”), and Alvogen Lux Holdings Sarl, a limited company established under the law of the Grand Duchy of Luxembourg (“Alvogen”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • June 22nd, 2022 • Alvotech • Biological products, (no disgnostic substances) • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of June 15, 2022, by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Alvotech S.A., a limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”), Continental Stock Transfer & Trust Company, a New York corporation, (“Existing Warrant Agent”), and Computershare Trust Company, N.A., a federally chartered trust company and Computershare Inc., a Delaware corporation (collectively, the “Warrant Agent”).
THIS ADVANCE is made on 21 March 2022 and effective as of 22 February 2022 BETWEEN AND each a “Party” and together the “Parties” to this Advance. RECITALS THE PARTIES HEREBY agree as follows:Advance Agreement • April 4th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • Luxembourg
WARRANT AGREEMENT between Alvotech and Alvogen Lux Holdings S.à r.l.Warrant Agreement • November 17th, 2022 • Alvotech • Biological products, (no disgnostic substances) • Luxembourg
THIS WARRANT AGREEMENT (this “Agreement”), dated as of 16 November 2022, is made by and between Alvotech, société anonyme, incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B258884, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg (the “Company”), and Alvogen Lux Holdings S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B149045, having its registered office at 5 rue Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg (“Alvogen”), pursuant to which Alvogen will subscribe for an aggregate of [***] warrants (each a “Warrant”). The warrants shall be allocated for no consideration.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • April 19th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • Delaware
THIS SETTLEMENT AND LICENSE AGREEMENT (“Agreement”), effective April 4, 2022 (“Effective Date”), is entered into by and among AbbVie Biotechnology Ltd on behalf of itself and its Affiliates, a corporation organized and existing under the laws of Bermuda with a place of business at Harbour Fiduciary Services Limited, Thistle House, 4 Burnaby Street, Hamilton Pembroke HM 11, Bermuda (including its Affiliates “AbbVie”); and Alvotech hf., a corporation organized and existing under the laws of the Republic of Iceland, with its corporate headquarters at Saemundargata 15-19, 101 Reykjavik, Iceland (collectively and including their Affiliates “Alvotech”).
Alvotech and Advanz Pharma extend strategic partnership to commercialize five proposed biosimilars in EuropePartnership Agreement • May 24th, 2023 • Alvotech • Biological products, (no disgnostic substances)
- The agreement includes proposed biosimilars to Simponi® (golimumab), Entyvio® (vedolizumab) and three additional early-stage undisclosed biosimilar candidates
THIS ADVANCE is made on 8 March 2022 and effective as of 8 March 2022 BETWEEN AND each a “Party” and together the “Parties” to this Advance. RECITALS THE PARTIES HEREBY agree as follows:Advance Agreement • March 14th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • Luxembourg
Dated 21 October 2020 Shareholders’ Agreement relating to Alvotech Holdings S.A. between Alvotech Holdings S.A. as the Company Aztiq Pharma Partners S.à r.l. Alvogen Lux Holdings S.à r.l. Fuji Pharma Co., Ltd. YAS Holding the Individual Investors the...Shareholders’ Agreement • December 20th, 2021 • Alvotech Lux Holdings S.A.S. • England and Wales
Alvotech Société anonyme Registered office: 9, rue de Bitbourg, L-1273 Luxembourg Alvotech: Restricted share unit agreementsRestricted Share Unit Agreement • December 1st, 2022 • Alvotech • Biological products, (no disgnostic substances)
The Remuneration Committee of Alvotech decided today to authorize the company to enter into restricted share unit agreements (“RSU Agreements”) with certain key employees, executives and directors (“Directors and Key Employees”) and other employees that are employed full-time as of December 1, 2022 (“Alvotech Employees”) and, together with Directors and Key Employees, (“Participants”). Subject to the terms and conditions of the RSU Agreements, Alvotech will grant the Participants restricted share units (“RSUs”) that may be settled in ordinary shares of Alvotech (“Ordinary Shares”). If all RSUs vest and are exchanged for Ordinary Shares, the combined grants may result in an aggregate of 8,368,571 Ordinary Shares, which constitutes 3.03% of Alvotech´s share capital, subject to terms and conditions of the RSU Agreements.
Alvotech and Alvogen Lux Holdings S.à r.l. Subscription and Set-off AgreementSubscription and Set-Off Agreement • July 14th, 2022 • Alvotech • Biological products, (no disgnostic substances) • Luxembourg
Dated 16 November 2022 Subordinated Loan Agreement betweenSubordinated Loan Agreement • November 17th, 2022 • Alvotech • Biological products, (no disgnostic substances)
Alvotech Holdings S.A. (the Company) and Alvotech Lux Holdings S.A.S. (TopCo) and Floki Holdings S.à r.l. (Floki Holdings) and the parties listed in Annex 2 hereto (the Shareholders) Alvotech BCA Framework AgreementShareholders Agreement • December 20th, 2021 • Alvotech Lux Holdings S.A.S. • Luxembourg
ALVOTECH (as seller) and ALVOTECH HF. (as buyer) SHARE PURCHASE AGREEMENT relating to shares in Fasteignafélagið Sæmundur hf.Share Purchase Agreement • March 1st, 2023 • Alvotech • Biological products, (no disgnostic substances)
TERMINATION AGREEMENTTermination Agreement • July 12th, 2023 • Alvotech • Biological products, (no disgnostic substances)
Both Alvotech and Stada are sometimes collectively referred to in this Termination Agreement as the “Parties”, and each may be referred to in the singular as a “Party”.
First Amendment to the Agreement for [***] First Amendment (hereinafter referred to as “AMENDMENT”) to the Agreement for [***] dated 30.08.2019 (hereinafter referred to as “AGREEMENT”) This AMENDMENT is made by and mutually agreed by and between:...Agreement for [***] • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
Now, in consideration with what precedes, the Parties hereby wish to modify the AGREEMENT by the present AMENDMENT, which shall become an integral part of the AGREEMENT.
Alvotech and Aztiq Pharma Partners S.à r.l. Subscription and Set-off AgreementSubscription and Set-Off Agreement • July 14th, 2022 • Alvotech • Biological products, (no disgnostic substances) • Luxembourg
TERMINATION AGREEMENTTermination Agreement • July 12th, 2023 • Alvotech • Biological products, (no disgnostic substances)
Both Alvotech and Stada are sometimes collectively referred to in this Termination Agreement as the “Parties”, and each may be referred to in the singular as a “Party”.
ContractSecond Amendment • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Alvotech Holdings S.A. and Alvogen Lux...Service Agreement • April 19th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • Luxembourg
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • December 20th, 2021 • Alvotech Lux Holdings S.A.S. • New York
THIS LICENSE AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of 5 August, 2020 (the “Effective Date”) by and between Alvotech Hf., a corporation organized under the laws of Iceland, having its principal place of business at Saemundargotu 15-19, 101, Reykjavik, Iceland (“Alvotech”) and Teva Pharmaceuticals International GmbH, a company organized under the laws of Switzerland, having its principal place of business at Schluselstrasse 12, Rapperswil–Jona 8645, Switzerland (“Teva”). Each party shall be referred to individually as a “Party” and collectively as “Parties”.
Contractu.s. Commercialization Agreement • April 30th, 2024 • Alvotech • Biological products, (no disgnostic substances)
Alvotech will manufacture its high-concentration interchangeable biosimilar to Humira® (adalimumab) for Quallent Pharmaceuticals The strategic agreement is in alignment with Alvotech’s U.S. commercialization agreement with Teva Pharmaceuticals The high-concentration interchangeable biosimilar to Humira® manufactured by Alvotech will be distributed under Quallent’s private-label
First Amendment to the Agreement for [***] First Amendment (hereinafter referred to as “AMENDMENT”) to the Agreement for [***] dated 06.11.2019 (hereinafter referred to as “AGREEMENT”) This AMENDMENT is made by and mutually agreed by and between:...Agreement for [***] • December 20th, 2021 • Alvotech Lux Holdings S.A.S.
Now, in consideration with what precedes, the Parties hereby wish to modify the AGREEMENT by the present AMENDMENT, which shall become an integral part of the AGREEMENT.
THIS Loan Agreement is made on 11 April 2022 and effective as of 11 April 2022 BETWEEN AND each a “Party” and together the “Parties” to this Advance. RECITALS THE PARTIES HEREBY agree as follows:Loan Agreement • April 19th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • Luxembourg
MASTER LICENCE AND SUPPLY AGREEMENTMaster Licence and Supply Agreement • July 12th, 2023 • Alvotech • Biological products, (no disgnostic substances) • England and Wales
ContractProduct Rights Agreement • February 7th, 2022 • Alvotech Lux Holdings S.A.S. • Biological products, (no disgnostic substances) • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”
