BIOPHYTIS SA AND THE BANK OF NEW YORK MELLONDeposit Agreement • February 2nd, 2021 • Biophytis SA • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2021 among BIOPHYTIS SA, a company incorporated under the laws of France (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Services Agreement relating to the SARA Clinical Data Platform Between Biophytis SA as Client and Blue Companion Ltd as Service ProviderServices 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.
LICENSE AGREEMENTLicense 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,
ContractOwnership 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 SHAREBiophytis 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 AGREEMENTAssignment 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 AGREEMENTLicense 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 SHAREBiophytis 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 pageGoodwill 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 L08142Biophytis 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 LLPServices 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 betweenBonds 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:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 21st, 2023 • Biophytis SA • Pharmaceutical preparations • New York
VENTURE LOAN AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital V (UK) Ltd. As SubscriberVenture 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 PATENTBiophytis 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 to the Services Agreement relating to the SARA-INT Clinical Data Platform Between Blophytis SA as Client and BlueCompanion as Service ProviderBiophytis SA • January 19th, 2021 • 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. UPMC Ref.: C16/1007A01 AMENDMENT 1 TO THE...Biophytis SA • November 20th, 2020 • Pharmaceutical preparations
University Pierre et Marie Curie (Paris 6), a scientific, cultural and professional public institution with registered office at 4, Place Jussieu 75252 Paris Cedex 5
COLLABORATION AGREEMENTCollaboration Agreement • November 20th, 2020 • Biophytis SA • Pharmaceutical preparations
· SORBONNE UNIVERSITY, a scientific, cultural and professional public institution, Siret [French businesses directory] 130 023 385 00011, APE [primary business activity] code 8542Z, having its registered office at 21 rue de l’École de Médecine, 75006 Paris, represented by its President, Mr Jean CHAMBAZ,
COLLABORATION AGREEMENTCollaboration Agreement • November 20th, 2020 • Biophytis SA • Pharmaceutical preparations
University Pierre et Marie Curie (Paris 6), a scientific, cultural and professional public institution with registered office at 4, Place Jussieu 75252 Paris Cedex 5 Represented by Professor Jean CHAMBAZ, President,
GOODWILL PLEDGE AGREEMENT Between Biophytis S.A. as Pledgor and Kreos Capital VI (UK) Ltd. as BeneficiaryPledge Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
Amendment to the Services Agreement relating to the SARA-DATA Clinical Data Platform Between Biophytis SA as Client and BlueCompanion as Service ProviderBiophytis SA • January 19th, 2021 • Pharmaceutical preparations
BONDS ISSUE AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital VI (UK) LTD. as SubscriberBonds Issue Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
AMENDMENT NO. 2 TO THE LICENCE AGREEMENTLicence 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°2to the 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 BetweenBiophytis SAandAtlas Special Opportunities LLCIn...Biophytis SA • April 21st, 2022 • Pharmaceutical preparations
(A)On 5 April 2020, the Parties entered into an agreement entitled “Issuance and Subscription Agreement for bonds with an option for exchange in cash and/or conversion into new or existing shares (ORNANEs)” (the “Agreement”). Capitalized terms shall have the meaning ascribed to them in the Agreement.
Amendment to the Services Agreement relating to the SARA-DATA Clinical Data Platform Between Biophytis SA as Client and BlueCompanion as Service ProviderBiophytis SA • May 22nd, 2019 • Pharmaceutical preparations
Amendment Agreement N° 1 to the Assignment Agreement dated 22.05.2019Agreement • 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,
BANK ACCOUNK PLEDGE AGREEMENT Between Biophytis S.A. as Pledgor and Kreos Capital VI (UK) Ltd. As BeneficiaryAccounk Pledge Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
This pledge agreement (hereinafter referred to as the "Pledge Agreement") is concluded on 19 November 2021, between the undersigned:
FORM OF INVESTOR SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2023 • Biophytis SA • Pharmaceutical preparations
Biophytis S.A. (a société anonyme incorporated under the laws of France) [ ] American Depositary Shares, Each Representing [ ] Ordinary Shares (nominal value €0.20 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • Biophytis SA • Pharmaceutical preparations • New York
ISSUANCE AND SUBSCRIPTION AGREEMENT FORBONDS WITH AN OPTION FOR EXCHANGE IN CASH AND/OR CONVERSION INTO NEW OR EXISTING SHARES (ORNANEs)Biophytis SA • April 21st, 2022 • Pharmaceutical preparations
the board of directors of the Company (the “Board”) and granting it a delegation of powers under articles L. 225-129 et seq. of the French Commercial Code for the purpose of issuing securities such as the Bonds, subject to the terms, conditions and limits set forth in such shareholder resolutions (the “2021 Shareholders’ Meeting Resolutions”).
Amendment n°1 to the Services Agreement Between Biophytis, Inc. And Biophytis SA Reed Smith LLP 112, avenue Kléber 75782 Paris Cedex 16 - France Téléphone : +33 (0)1 76 70 40 00 Fax: +33 (0)1 76 70 41 19Biophytis SA • June 12th, 2019 • Pharmaceutical preparations
CONVERTIBLE BONDS ISSUE AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital VI (Expert Fund) L.P. as Subscriber’s AffiliateConvertible Bonds Issue Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
1. Definitions and interpretation 4 2. Issue and subscription 8 3. Purpose of the Issue 9 4. Ranking 9 5. Interest 9 6. Repayment - Converrsion 10 7. Taxation 12 8. Undertakings 12 9. Events of default 13 10. Register and certificates 15 11. Transmission and transfer 15 12. Procedures for payment 16 13. Rights of single or multiple Bondholders 16 14. Protection of holders 16 15. Remedies and waivers 16 16. Severability 17 17. Notices 17 18. Governing law - Jurisdiction 18 List of Appendixes 19
Biophytis S.A. (a société anonyme incorporated under the laws of France) [ ] Ordinary Shares and [ ] American Depositary Shares, Each Representing Ten Ordinary Shares (nominal value €0.20 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2019 • Biophytis SA • Pharmaceutical preparations • New York
Biophytis S.A., a société anonyme with a board of directors (société anonyme à conseil d’administration) incorporated under the laws of France and registered with the registre du commerce et des sociétés of Paris under number 492 002 225 (the “Company”), confirms its agreement with each of the several Underwriters named in Schedule A hereto (together, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which H.C. Wainwright & Co., LLC (the “U.S. Underwriter”) is acting as representative (the “Representative”), with respect to the issuance and sale, in a capital increase, to the Underwriters, acting severally and not jointly, of an aggregate of (i) [ ] ordinary shares, nominal value €0.20 per share (the “Ordinary Shares”), of the Company (the “Initial Shares”) and (ii) Ordinary Shares to be delivered in the form of an aggregate of [ ] American Depositary Shares (the “ADS”), each representing 10 Ordinary Shares
Consultant Service AgreementBiophytis 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 AGREEMENTCollaboration 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,
