0001047469-21-000136 Sample Contracts

Services Agreement relating to the SARA Clinical Data Platform Between Biophytis SA as Client and Blue Companion Ltd as Service Provider
Services Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

The Client and the Service Provider are hereinafter collectively referred to as the Parties and individually as a Party.

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LICENSE AGREEMENT
License Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· The Company BIOPHYTIS, limited company with a capital of 1,221,767 euros, whose registered office is situated at 14 Avenue de l’Opéra - 75001 Paris, registered in the Trade and Companies Register of Paris under number B 492 002 225, represented by Stanislas VEILLET, its Chief Executive Officer, duly authorised for the purposes hereof,

Contract
Ownership Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

PORTIONS OF THIS EXHIBIT IDENTIFIED BY [*****] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

CO-OWNERSHIP AGREEMENT A PARTIAL ASSIGNMENT OF SHARE
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

The UPMC, INSERM and INSERM TRANSFERT, the CNRS and the COMPANY are hereinafter jointly or individually referred to as “PARTY” or “PARTIES”. It is specified that any notification of the PARTIES or to the PARTIES is validly made, with regard to INSERM, by or to INSERM TRANSFERT.

ASSIGNMENT AGREEMENT
Assignment Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

BIOPHYTIS, a Société anonyme with a share capital of 2 692 682 euros, organized under the laws of France, with its registered office located at 14 Avenue de l’Opéra — 75001 Paris, registered with the Paris Trade and Companies Registry number 492 002 225, represented by Nadine Coulm and Dimitri Batsis, duly authorized for the purposes hereof,

AMENDMENT No. 1 TO THE LICENSE AGREEMENT
License Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· The company BIOPHYTIS, a public limited company with share capital of 2,692,682 euros, with registered office at 14 Avenue de l’Opéra - 75001 Paris, registered in the Trade and Companies Register of Paris, under number B 492 002 225, represented by Stanislas VEILLET, its Managing Director, duly authorised for this purpose,

CO-OWNERSHIP AGREEMENT CONSIDERED AS TRANSFER OF SHARE
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

1°) THE INSTITUT BIOPHYTIS, simplified joint stock company with a capital of €753,927, SIRET no. 492002225000018, having its head office at 14 avenue de l’Opéra 75001 Paris, represented by its Chairman, Mr Stanislas VEILLET, hereinafter referred to as the ‘COMPANY”,

GOODWILL PLEDGE AGREEMENT In agreement with the parties, this agreement has been bound by the ASSEMBLACT R.C. process, preventing any substitution or addition and is only signed on the last page
Goodwill Pledge Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

1, Biophytis S.A., a public limited company with capital of 2,692,682.60 EUR, whose registered office is located at 14, avenue de l’Opéra - 75001 Paris, identified under the unique number 492 002 225 of the RCS [Trade and Companies Register] of Paris, whose securities are listed on the organised multilateral trading facility Euronext Growth under ISIN number FR0012816825, represented by Mr Stanislas Veillet as Chairman and Chief Executive Officer;

CO-OWNERSHIP AGREEMENT L08142
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

1°) BIOPHYTIS INSTITUTE, simplified joint-stock company with a capital of €63,000, SIRET no. 492002225000018, whose registered office is located at 14 avenue de l’Opéra 75001 Paris, represented by its Chairman, Mr Stanislas VEILLET, hereinafter referred to as the “COMPANY”,

Services agreement Between Biophytis, Inc. And Biophytis SA Reed Smith LLP
Services Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

The Service Provider and the Client are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

BONDS ISSUE AGREEMENT By and between
Bonds Issue Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

This agreement (hereinafter referred to as the “Agreement” or “Bonds Issue Agreement”) is entered into on September 10th, 2018, by and between:

VENTURE LOAN AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital V (UK) Ltd. As Subscriber
Venture Loan Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

This venture loan agreement (hereinafter referred to as the “Venture Loan Agreement”) is entered into on September 10th, 2018, by and between:

CO-OWNERSHIP AGREEMENT CONSIDERED AS PARTIAL TRANSFER OF SHARE OF PATENT
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

Hereinafter referred to as “INRA”, having its registered office at 147, rue de Université 75338 PARIS CEDEX 07 — France, here represented by Mr Philippe MAUGUIN, in his capacity as President, and by delegation by Ms Nathalie MORCRETTE in her capacity as Secretary General of the Directorate of the Partnership and the Transfer for innovation (DPTI).

AMENDMENT NO. 2 TO THE LICENCE AGREEMENT
Licence Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· BIOPHYTIS, a public limited company with a share capital of 2,692,682 euro, having its registered office at 14 Avenue de l’Opéra - 75001 Paris, registered with the Paris Trade and Companies Register, under number B 492 002 225, represented by Stanislas VEILLET, its Managing Director, duly authorised for this purpose,

Amendment Agreement N° 1 to the Assignment Agreement dated 22.05.2019
Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

BIOPHYTIS, a Société anonyme with a share capital of 7.941.465 euros, organized under the laws of France, with its registered office located at 14 Avenue de l’Opéra — 75001 Paris, registered with the Paris Trade and Companies Registry under number 492 002 225, represented by Mr Dimitri Batsis and Mrs Nadine Coulm, duly authorized for the purposes hereof,

Consultant Service Agreement
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

Biophytis SA, a public limited company with a share capital of 1,783,803 euro, having its registered office at 14 avenue de l’Opéra, 75001 Paris, registered with the Paris Trade and Companies Register under number 492 002 225 and represented by Mr Stanislas Veillet, duly authorised for the purposes hereof (hereinafter the “Customer”);

COLLABORATION AGREEMENT
Collaboration Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· SORBONNE UNIVERSITE, a public scientific, cultural and professional institution, Siret no. 130 023 385 00011, APE code 8542Z, having its registered office at 21 rue de l’École de Médecine, 75006 Paris, represented by its Chairman, Mr Jean CHAMBAZ,

COLLABORATION AGREEMENT
Collaboration Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

BIOPHYTIS, a French public limited company with a Board of Directors and a share capital of 2,692,682 euro, having its registered office at 14 avenue de l’Opéra, 75001 Paris, registered with the Paris Trade and Companies Register under number B 492 002 225, represented by its Managing Director, Mr Stanislas VEILLET.

ISSUANCE AND SUBSCRIPTION AGREEMENT FOR BONDS WITH AN OPTION FOR EXCHANGE IN CASH AND/OR CONVERSION INTO NEW OR EXISTING SHARES (ORNANEs) DATED 5 APRIL 2020 BETWEEN BIOPHYTIS SA AND ATLAS SPECIAL OPPORTUNITIES LLC AND ATLAS CAPITAL MARKETS
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

In this context, in February 2020, the Parties entered into discussions regarding the main terms and conditions of the issuance, by the Company, of a facility structured as bonds with an option for exchange in cash and/or conversion into new or existing shares (obligations remboursables en numéraire et/ou en actions nouvelles ou existantes, the “Bonds”), to be issued in eight (8) tranches of up to EUR 3,000,000 each (each, a “Tranche”), for up to EUR 24,000,000 in aggregate principal amount. Upon exercise by the Subscriber of its right to convert/exchange the Bonds, the Company will have the option to deliver (i) existing or newly issued ordinary shares of the Company (the “Shares”) only, or (ii) a combination of cash and Shares.

Amendment No. 1 to the Consultant Service Agreement concluded on 1st October 2019
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

Biophytis SA, a public limited company with a share capital of 5,362,650.80 euro whose registered office is located at 14 avenue de l’Opéra, 75001 Paris, registered with the Paris Trade and Companies Register under number 492 002 225 and represented by Mr Stanislas Veillet, duly authorised for the purposes hereof (hereinafter the “Customer”);

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Amendment to the Services Agreement
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations
Contract
Issuance and Subscription Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

PORTIONS OF THIS EXHIBIT IDENTIFIED BY [****] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

CO-OWNERSHIP AGREEMENT CONSTITUTING PARTIAL TRANSFER OF SHARE
Co-Ownership Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

Having regard to the agreement implementing the four-year contract between SORBONNE UNIVERSITE and CNRS in force at the time of said invention;

AMENDMENT NO. 1 TO THE LICENCE AGREEMENT (MACULIA)
Licence Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· BIOPHYTIS, a public limited company with a share capital of 2,692,682 euro, having its registered office at 14 Avenue de l’Opéra - 75001 Paris, registered with the Paris Trade and Companies Register, under number B 492 002 225, represented by Stanislas VEILLET, its Managing Director, duly authorised for this purpose,

Services agreement Between INSTITUTO BIOPHYTIS DO BRASIL And Biophytis SA
Services Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

The Service Provider and the Client are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

COLLABORATION AGREEMENT
Collaboration Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

Sorbonne Université of public, scientific, cultural and professional institutions having its registered office at 4, Place Jussieu 75252 Paris Cedex 05

AMENDMENT NO. 3 TO THE LICENCE AGREEMENT (SARCOB)
Licence Agreement • January 19th, 2021 • Biophytis SA • Pharmaceutical preparations

· BIOPHYTIS, a public limited company with a share capital of 2,692,682 euro, having its registered office at 14 Avenue de l’Opéra - 75001 Paris, registered with the Paris Trade and Companies Register, under number B 492 002 225, represented by Stanislas VEILLET, its Managing Director, duly authorised for this purpose,

AMENDMENT NO. 1 TO THE COLLABORATION AGREEMENT
Biophytis SA • January 19th, 2021 • Pharmaceutical preparations

Sorbonne Université, a public, scientific, cultural and professional institution having its registered office at 4, Place Jussieu 75252 Paris Cedex 05

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