COLLABORATION AGREEMENT by and among Boehringer Ingelheim International GmbH, Evotec OAIAG and Evotec Neurosciences GmbHCollaboration Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
Boehringer Ingelheim International GmbH (VAT-ID No: DE 811138149) having offices at Binger Strasse 173, 55216 Ingelheim, Germany (hereinafter referred to as “BOEHRINGER”)
One Financial Center Boston, MA 02111Agreement and Plan of Merger • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
We have acted as counsel to Evotec AG, a company organized under the laws of the Federal Republic of Germany (“Parent”), in connection with the proposed merger (the “Merger”) of SHAPE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”) and direct wholly-owned subsidiary of Parent with and into Renovis, Inc., a Delaware corporation (“Company”), pursuant to that certain Agreement and Plan of Merger by and between Evotec AG and Renovis, Inc., dated as of September 18, 2007 (the “Merger Agreement”). Pursuant to Section 6.2(e) of the Merger Agreement, you have requested our opinion regarding whether the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
License AgreementLicense Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
License AgreementLicense Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”)
License AgreementLicense Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and ROCHE Nutley together referred to as “ROCHE”) on the one hand
Collaborative Discovery and Development Agreement (“Agreement”)Collaborative Discovery and Development Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations
WHEREAS, ROCHE has researched and developed ROCHE’s Background Intellectual Property (as defined below) and is active in the field of drug discovery, development and commercialisation of drug products; and
SERVICES AGREEMENTServices Agreement • February 20th, 2008 • Evotec AG • Pharmaceutical preparations • New York
SERVICES AGREEMENT (this “Agreement”), dated as of January 1, 2008, by and between Evotec AG, a company incorporated under the laws of Germany (“Evotec AG”), Evotec (UK) Ltd., a company incorporated under the laws of England (“Evotec UK” and, together with Evotec AG, “Evotec”), and CHDI Foundation, Inc., a New Jersey corporation (the “Foundation”). Evotec AG, Evotec UK and the Foundation shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
