🌑 ] Common Shares Dermavant Sciences Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
DERMAVANT SCIENCES LTD. EARLY EXERCISE STOCK PURCHASE AGREEMENT UNDER THE AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATEDEarly Exercise Stock Purchase Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
THIS AGREEMENT is made by and between Dermavant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and _______________ (“Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 24, 2019 and is entered into by and between DERMAVANT SCIENCES LTD., an exempted company organized under the laws of Bermuda (“Parent”), DERMAVANT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“Dermavant England”), DERMAVANT SCIENCES GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Dermavant Switzerland”), and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (hereinafter collectively referred to as the “Borrowers” and each, a “Borrower”), DERMAVANT SCIENCES, INC., a Delaware corporation (“Dermavant Delaware”, and together with each other guarantor party hereto from time to time, each a “Guarantor”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lende
ContractWarrant Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
DERMAVANT SCIENCES LTD. INDEMNITY AGREEMENTIndemnification & Liability • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2019 between Dermavant Sciences Ltd., an exempted limited company registered in Bermuda (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT by and among DERMAVANT SCIENCES LTD. AND ROIVANT SCIENCES LTD. Dated as of June 7, 2019Information Sharing and Cooperation Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT (this “Agreement”), dated as of June 7, 2019 (the “Effective Date”), is entered into by and among Dermavant Sciences Ltd., a Bermuda exempted limited company (the “Company”), Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), (with each of the Company and Roivant a “Party” and together, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 7, 2019 by and among DERMAVANT SCIENCES LTD., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and ROIVANT SCIENCES LTD. (“RSL”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), is made as of May 24, 2019 (the “Effective Date”), by and between Hercules Capital, Inc., a Maryland corporation, in its capacity as collateral/administrative agent for the Senior Lenders (as hereinafter defined), (together with its successors and assigns in such capacity, “Senior Creditor”), the Intra-Group Lenders from time to time party hereto, the Intra-Group Debtors from time to time party hereto, and NovaQuest Co-Investment Fund VIII, L.P.. a Delaware limited partnership, in its capacity as collateral/administrative agent for the Subordinated Lenders (as hereinafter defined) (together with its successors and assigns in such capacity, “Subordinated Creditor”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1 below.
