FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Scilex Holding Company, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among SCILEX HOLDING COMPANY, SIGMA MERGER SUB, INC., SEMNUR PHARMACEUTICALS, INC., FORTIS ADVISORS LLC, SOLELY AS THE EQUITYHOLDERS’ REPRESENTATIVE AND, SOLELY WITH RESPECT TO SECTION 1.8(a), SECTION 3.11 AND...Agreement and Plan of Merger • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 18, 2019, by and among Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), Section 3.11 and Article X (collectively, the “Specified Sections”), Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...License and Commercialization Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
This LICENSE AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made as of June 14, 2022 (the “Effective Date”) by and between RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC (“Romeg”), and Scilex Holding Company (“Licensee”). Romeg and Licensee are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS MASTER SERVICES AGREEMENT AMENDMENT NO. 1 (the “Amendment”) is entered into effective April 26th, 2018 by and between Semnur Pharmaceuticals, Inc., having a principal place of business at 301 N. Whisman Rd, Suite 100, Mountain View, CA 94043, Mountain View, California 94 U.S.A., and (“Semnur”), and Lifecore Biomedical, LLC, located at 3515 Lyman Blvd., Chaska, MN 55318 (“Lifecore”) (sometimes referred to herein individually as, a “Party,” and collectively as, the “Parties”).
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Bill of Sale and Assignment and Assumption Agreement”), dated as of May 12, 2022 (the “Effective Date”), is made and entered into by and between Scilex Holding Company, a Delaware corporation (“Purchaser”), on the one hand, and Sorrento Therapeutics, Inc., a Delaware corporation (“Seller”), on the other hand.
NOVATION AGREEMENT RE MASTER SERVICES AGREEMENTNovation Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This Novation Agreement (“Novation”) to the Master Services Agreement (“AGREEMENT”) is made effective as of June 15, 2022 (the “Effective Date”), by and among Tulex, a Delaware corporation, having a principle place of business at 5 Cedar Brook Drive, Cranbury, NJ 08512 (“Tulex”), Aardvark Therapeutics Inc., a Delaware corporation, having a principle place of business at 12707 High Bluff Drive, Suite 200, San Diego, CA 92130-2035 (“Aardvark”), and Scilex Holding Company (“Scilex”), having a principle place of business at 960 San Antonio Road, Suite 100, Palo Alto, CA 94303. Tulex, Aardvark, and Scilex are referred to in this Novation individually as a “Party” and, collectively, as the “Parties.”
MASTER SERVICES AGREEMENTMaster Services Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
This MASTER SERVICES AGREEMENT (“Agreement”), is effective 23 November 2020 (the “Effective Date”), by and between AARDVARK THERAPEUTICS INC., a Delaware corporation, having a principal place of business at 12707 High Bluff Drive, Suite 200, San Diego, California 92130-2035 (“Aardvark”) (on behalf of itself and its Affiliates and subsidiaries) and TULEX, a Delaware corporation having a principal place of business at or address at 5 Cedar Brook Drive, Cranbury, NJ 08512 (“Service Provider”). Aardvark and Service Provider may be referred to herein individually as a “party” or, collectively, as the “parties”.
SCILEX PHARMACEUTICALS INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Scilex Pharmaceuticals Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Asset Purchase Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of April 2021 (“Effective Date”) between Sorrento Therapeutics, Inc., a company organized and existing under the laws of the State of Delaware, with its principal offices at 4955 Directors Place, San Diego, California 92121 US (“Sorrento”), and Aardvark Therapeutics, Inc., a company organized and existing under the laws of the State of Delaware, with its principal offices at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 US (“Aardvark”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Assignment Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • California
THIS ASSIGNMENT AGREEMENT (“Agreement”) dated as of August 6, 2013 (“Effective Date”), is entered into between Shah Investor LP, a Delaware limited partnership, having its principal place of business at 849 Avery Drive, Mountain View, CA 94043 (“Assignor”) and Semnur Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 849 Avery Drive, Mountain View, CA 94043 (“Assignee”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...Master Quality Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This Master Services Agreement (the “Agreement”) between Lifecore Biomedical, LLC, a Minnesota (U.S.A.) entity, with offices located at 3515 Lyman Boulevard, Chaska, Minnesota 55318 (“Lifecore”) and Semnur Pharmaceuticals, Inc. with offices located at 4970 El Camino Real, #205, Los Altos, CA 94022 (“Semnur”) is effective as of January 27, 2017 (“Agreement Date”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER August 7, 2019Agreement and Plan of Merger • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 1 (this “Amendment”) amends that certain Agreement and Plan of Merger, dated March 18, 2019 (the “Merger Agreement”), by and among Semnur Pharmaceuticals, Inc., a Delaware corporation, Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent, Fortis Advisors LLC, solely as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), 3.11 and Article X of the Merger Agreement, Sorrento Therapeutics, Inc., a Delaware corporation. All defined terms used herein, but not defined, shall have the meanings ascribed to them in the Merger Agreement.
SCILEX HOLDING COMPANY OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Scilex Holding Company • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Scilex Holding Company (the “Company”) has granted you an option under its 2019 Stock Option Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
