ROIVANT SCIENCES LTD. FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of this [•] day of [•], 2021 between Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), and [•] (“Indemnitee”).
Revenue Interest Purchase and Sale Agreement dated as of May 14, 2021 by and among Dermavant Sciences GmbH, the Purchasers party hereto, and solely for purposes of Article IX hereof, U.S. Bank National Association, as collateral agent on behalf of the...Revenue Interest Purchase and Sale Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This Revenue Interest Purchase and Sale Agreement (this “Agreement”) is entered into as of May 14, 2021 (the “Effective Date”) by and among Dermavant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland (“Dermavant”), and, severally and not jointly, the other entities named on the signature pages hereto (together with such entities’ successors and assigns, collectively, the “Purchasers” and, each, a “Purchaser”) and, solely for purposes of Article IX, U.S. Bank National Association, as collateral agent on behalf of the Purchasers (the “Collateral Agent”). Each of the Purchasers and Dermavant is referred to herein individually as a “Party” and collectively as the “Parties”.
CREDIT AGREEMENT dated as of May 14, 2021 by and among DERMAVANT SCIENCES LTD., as Parent and Bermuda Borrower, DERMAVANT HOLDINGS LIMITED, as English Borrower, DERMAVANT SCIENCES IRL LIMITED, as Irish Borrower, DERMAVANT SCIENCES GMBH, as Swiss...Credit Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT dated as of May 14, 2021 by and among DERMAVANT SCIENCES LTD., an exempted company incorporated under the laws of Bermuda (the “Parent” or the “Bermuda Borrower”), DERMAVANT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (the “English Borrower”), DERMAVANT SCIENCES IRL LIMITED, a private company limited by shares incorporated under the laws of Ireland (the “Irish Borrower”) DERMAVANT SCIENCES GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (the “Swiss Borrower”), EACH SUBSIDIARY OF THE PARENT LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HEREOF (the “Initial Guarantors”), EACH OTHER SUBSIDIARY OF THE PARENT OTHERWISE PARTY FROM TIME TO TIME HERETO, as a borrower or a guarantor, XYQ LUXCO S.À R.L. (the “Lender”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent hereunder (the “Collateral Agent”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 1 to the Stock Purchase Agreement (this “Amendment”) is made as of November 17, 2020, by and among Oncopia Therapeutics, Inc., a Delaware corporation (the “Company”), Pharmavant 5, Inc. (“Purchaser”), and the undersigned stockholders of the Company and shall be binding on each other stockholder of the Company who executes and delivers a Joinder Agreement following the date hereof and [***] a North Carolina limited liability company, solely in its capacity as the representative of the Selling Securityholders. Capitalized terms used in this Amendment and not otherwise defined have the meanings given to them in the Purchase Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and among Oncopia Therapeutics, Inc. (the “Company”), Pharmavant 5, Inc. (“Purchaser”), the Selling Securityholders named herein (“Selling Securityholders”) and (as “Seller Representative”) DATED AS OF NOVEMBER 6, 2020Stock Purchase Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 6, 2020, by and among Oncopia Therapeutics, Inc., a Delaware corporation (the “Company”), Pharmavant 5, Inc. (“Purchaser”), the undersigned stockholders of the Company and each other stockholder of the Company who executes and delivers a Joinder Agreement following the date hereof (each, a “Selling Securityholder,” and together with the Company and Purchaser, each a “Party” and, collectively, the “Parties”), and [***] solely in its capacity as the representative of the Selling Securityholders (and, prior to the Closing, the Company) (the “Seller Representative”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of January, 2021, by and among Pharmavant 5, Inc., a Delaware corporation (the “Company”), and each of the entities and investors listed on Schedule A hereto (each, an “Investor” and, collectively, the “Investors”).
LICENSE AGREEMENT November 21, 2018 by and between CINCINNATI CHILDREN’S HOSPITAL MEDICAL CENTER a not-for-profit corporation organized under the laws of the State of Ohio “Licensor” and ARUVANT SCIENCES GMBH a company organized under the laws of...License Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of November 21, 2018 (the “Effective Date”), by and between Children’s Hospital Medical Center, a not-for-profit corporation organized under the laws of the State of Ohio and doing business as CINCINNATI CHILDREN’S HOSPITAL MEDICAL CENTER, and having an address [***] (“Licensor”), and Aruvant Sciences GmbH, a company organized under the laws of Switzerland and having an address of [***] (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties”.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into as of August 28, 2019 (the “Effective Date”), by and between iNtRON BIOTECHNOLOGY, INC., a company organized under the laws of the Republic of Korea and having an address of [***] (“iNtRON”), and LYSOVANT SCIENCES GMBH, a company organized under the laws of Switzerland and having an address of [***] (“Lysovant”). iNtRON and Lysovant may be referred to herein individually as a “Party” or collectively as the “Parties”.
FIFTH AMENDMENT – SPONSORED RESEARCH AGREEMENT (AWD010075)Sponsored Research Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
This Fifth Amendment to the Sponsored Research Agreement [***] (the “FIFTH AMENDMENT”) is effective as of November 19, 2020 (the “Fifth Amendment Effective Date”) between Oncopia Therapeutics Inc. (“Sponsor”) having an address at [***] and the Regents of the University of Michigan, a constitutional corporation of the State of Michigan, having a place of business at [***] (“University,” and together with the Sponsor, the “PARTIES”).
AGREEMENT AND PLAN OF MERGER dated as of February 2, 2021 by and among ROIVANT SCIENCES LTD., SILICON INSITE, INC., SILICON TX CHINA and SILICON THERAPEUTICS, LLCAgreement and Plan of Merger • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 2, 2021, is made by and among Roivant Sciences Ltd., a Bermuda exempted company (“Parent”), Silicon Insite, Inc., a Delaware corporation (“Insite”), Silicon TX China, a Cayman Islands exempted company (“STC” and, together with Insite, the “Companies” and each individually, a “Company”), Silicon Therapeutics, LLC, a Delaware limited liability company (“Seller”), and, solely for the limited purposes set forth herein, Silicon SWAT, Inc., a Delaware corporation and wholly-owned Subsidiary of Seller (“SWAT”).
RESEARCH AGREEMENTResearch Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Michigan
THIS AGREEMENT effective this lst day of January, 2018 between Oncopia Therapeutics, LLC (hereinafter “Sponsor”) and the REGENTS OF THE UNIVERSITY OF MICHIGAN, a non-profit educational institution (or its agent) of the State of Michigan (hereinafter “University”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of November 21, 2018 by and between Aruvant Sciences Ltd., an exempted limited company incorporated in Bermuda with its registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (the “Company”) and Cincinnati Children’s Hospital Medical Center, a not-for-profit corporation organized under the laws of the State of Ohio with a registered office at 3333 Burnet Avenue, Cincinnati, Ohio (the “Subscriber”). For purposes of this Agreement, the Company and the Subscriber are each a “Party” and together may be referred to as the “Parties”.
LICENSE AGREEMENT November 19, 2018 by and between iNtRON BIOTECHNOLOGY, INC. a company organized under the laws of the Republic of Korea “iNtRON” and PHARMAVANT 1 GMBH IN FORMATION a company organized under the laws of Switzerland “Lysovant”License Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of November 19, 2018 (the “Effective Date”), by and between iNtRON BIOTECHNOLOGY, INC., a company organized under the laws of the Republic of Korea and having an address of [***] (“iNtRON”), and PHARMAVANT 1 GMBH IN FORMATION, a company organized under the laws of Switzerland and having an address of [***] (“Lysovant”). iNtRON and Lysovant may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDED AND RESTATED PATENT LICENSE AGREEMENTPatent License Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • Michigan
This Amended and Restated License Agreement (this “AGREEMENT”) is effective as of November 16, 2020 (the “EFFECTIVE DATE”), between Oncopia Therapeutics, Inc., a Delaware corporation (“LICENSEE”), having the address in Article 13 below, and the Regents of the University of Michigan, a constitutional corporation of the State of Michigan (“MICHIGAN”). MICHIGAN and the LICENSEE are each individually referred to herein as a “PARTY” or collectively referred to herein as the “PARTIES”.
FIRST AMENDMENT to LICENSE AGREEMENTLicense Agreement • July 1st, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations
THIS FIRST AMENDMENT (“Amendment”) is made and effective as of 23 March, 2019 (the “Effective Date”), by and between iNtRON BIOTECHNOLOGY, INC, a company organized under the laws of the Republic of Korea and having an address of [***] (“iNtRON”), and Lysovant Sciences GmbH, formerly PHARMA V ANT 1 GMBH INFORMATION, a company organized under the laws of Switzerland and having an address of [***] (“Lysovant”), to amend the terms of the LICENSE AGREEMENT between iNtRON and Lysovant dated November 19, 2018 (“License Agreement”). iNtRON and Lysovant may be referred to herein individually as a “Party” or collectively as the “Parties”.
