14,031,336 Common Shares Pre-Funded Warrants to Purchase 3,301,998 Common Shares Axovant Gene Therapies Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2020 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
Introductory. Axovant Gene Therapies Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 14,031,336 common shares, par value $0.00001 per common share (the “Shares”); and (ii) pre-funded warrants to purchase an aggregate of 3,301,998 common shares at an exercise price equal to $0.00001 per share (the “Pre-Funded Warrants”). The 14,031,336 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,600,000 Shares as provided in Section 2. The additional 2,600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The Offered Shares and the Pre-Funded War
AND [TRUSTEE], TrusteeAxovant Sciences Ltd. • December 30th, 2016 • Pharmaceutical preparations • New York
INDENTURE, dated as of , among AXOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
AXOVANT SCIENCES LTD. COMMON SHARES SALES AGREEMENTSales Agreement • June 22nd, 2018 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
AXOVANT GENE THERAPIES LTD. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • January 10th, 2020 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between AXOVANT GENE THERAPIES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 14th, 2022 • Sio Gene Therapies Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the "Agreement") is made and entered into as of between SIO GENE THERAPIES INC., a Delaware Corporation (the "Company"), and (the "Indemnitee").
AXOVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2018 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is entered into as of February 13, 2018, by and between Pavan Cheruvu (the “Executive”) and Axovant Sciences, Inc. (the “Company”).
AXOVANT GENE THERAPIES LTD. and , AS WARRANT AGENT FORM OF COMMON SHARE WARRANT AGREEMENT DATED AS OFCommon Share Warrant Agreement • January 10th, 2020 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
COMMON SHARE WARRANT AGREEMENT (this “Agreement”), dated as of between AXOVANT GENE THERAPIES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • February 3rd, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AXOVANT SCIENCES LTD. EARLY EXERCISE STOCK PURCHASE AGREEMENT UNDER THE 2015 EQUITY INCENTIVE PLANEarly Exercise Stock Purchase Agreement • May 22nd, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS AGREEMENT is made by and between Axovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and (“Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 13th, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 2, 2017 and is entered into by and between Axovant Sciences Ltd., an exempted company organized under the laws of Bermuda (“Parent”), Axovant Holdings Limited, a private limited company organized under the laws of England and Wales (“Axovant England”), Axovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Axovant Switzerland”), and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (hereinafter collectively referred to as the “Borrowers” and each, a “Borrower”), Axovant Sciences, Inc., a Delaware corporation (the “Guarantor”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Technology Growth Capital, Inc., a Maryland corp
SIO GENE THERAPIES INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 18th, 2020 • Sio Gene Therapies Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • June 11th, 2019 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of June 10, 2019, by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Service Provider”), Axovant Sciences GmbH, a company with limited liability organized under the laws of Switzerland (“ASG”), Axovant Sciences, Inc. (f/k/a Roivant Neurosciences, Inc.), a corporation organized under the laws of the State of Delaware (“ASI”), and Axovant Gene Therapies Ltd. (f/k/a Axovant Sciences Ltd., f/k/a Roivant Neurosciences Ltd.), an exempted limited company organized under the laws of the country of Bermuda (“ASL,” and together with ASI and ASG, the “Service Recipients” and each a “Service Recipient”).
AXOVANT SCIENCES LTD. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations
This INDEMNIFICATION AGREEMENT, dated and effective as of (this “Agreement”), is by and between AXOVANT SCIENCES LTD., an exempted limited company incorporated under the laws of Bermuda (the “Company” (as such definition is further expanded below)) , and, if such individual is a Director serving the Company as a representative of an entity, (each an “Indemnitee” and collectively, the “Indemnitees”).
SIO GENE THERAPIES INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2022 • Sio Gene Therapies Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into as of February 1, 2022, by and between David Nassif (the “Executive”) and Sio Gene Therapies Inc. (the “Company”).
AXOVANT GENE THERAPIES LTD. and , AS WARRANT AGENT FORM OF PREFERENCE SHARE WARRANT AGREEMENT DATED AS OFPreference Share Warrant Agreement • January 10th, 2020 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
PREFERENCE SHARE WARRANT AGREEMENT (this “Agreement”), dated as of between AXOVANT GENE THERAPIES LTD., a Bermuda Exempted Limited Company (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 7th, 2018 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”), dated as of June 5, 2018, is made by and between ROIVANT SCIENCES LTD. (the “Investor”), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom, and AXOVANT SCIENCES LTD. (the “Company”), a Bermuda exempted company, with its principal place of business at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. The Investor and the Company are collectively referred to as “the Parties.”
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • February 14th, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of December 13, 2016 (the “Effective Date”), by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (“Service Provider”), Axovant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“ASG”), Axovant Sciences, Inc. (f/k/a Roivant Neurosciences, Inc.), a corporation organized under the laws of the State of Delaware (“ASI”), and Axovant Sciences Ltd. (f/k/a Roivant Neurosciences Ltd.), an exempted limited company organized under the laws of the country of Bermuda (“ASL”, and together with ASI and ASG, the “Service Recipients” and each a “Service Recipient”).
INFORMATION SHARING AND COOPERATION AGREEMENTSharing and Cooperation Agreement • May 11th, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Information Sharing and Cooperation Agreement, dated as of March 18, 2015 (this “Agreement”), is by and between Roivant Sciences Ltd., a Bermuda exempted company (“Roivant”), and Roivant Neurosciences Ltd., a Bermuda exempted company (“RNL”, with each of Roivant and RNL, a “Party” and together, the “Parties”).
AXOVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into as of April 7, 2017 by and between David Hung (the “Executive”) and Axovant Sciences, Inc. (“ASI”, or the “Company”).
ASSET PURCHASE AGREEMENT Between GLAXO GROUP LIMITED and GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED and ROIVANT NEUROSCIENCES LTD. Dated as of December 17, 2014Asset Purchase Agreement • May 11th, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • Delaware
Roivant Neurosciences Ltd., an exempted limited company incorporated under the laws of Bermuda, with offices at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“Roivant”); and
SERVICES AGREEMENTServices Agreement • February 14th, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Services Agreement (the “Agreement”) is entered into effective as of December 13, 2016 (the “Effective Date”), by and between Roivant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“Service Provider”) and Axovant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“Service Recipient”).
AMENDED AND RESTATED SERVICES AGREEMENTAmended and Restated Services Agreement • June 11th, 2019 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of June 10, 2019, by and among Roivant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“Service Provider”) and Axovant Sciences GmbH, a company with limited liability organized under the laws of the country of Switzerland (“ASG”, and together with any Additional Service Recipient, the “Service Recipients” and each a “Service Recipient”).
SERVICES AGREEMENTServices Agreement • May 11th, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Services Agreement (the “Agreement”) is entered into as of October 31, 2014 (the “RNL Effective Date”), by and between Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (“Service Provider”) and Roivant Neurosciences Ltd., an exempted limited company organized under the laws of the country of Bermuda (“RNL”), and is entered into as of March 7, 2015 (the “RNL/RNI Effective Date”), by and between the Service Provider, RNL and Roivant Neurosciences, Inc., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of RNL (“RNI”, and together with RNL, the “Service Recipients” and each a “Service Recipient”).
Re: Separation AgreementSeparation Agreement • June 11th, 2018 • Axovant Sciences Ltd. • Pharmaceutical preparations
This letter sets forth the terms of the separation agreement (the “Agreement”) between you and Axovant Sciences, Inc. (the “Company”).
RE: Separation Agreement and General ReleaseAxovant Gene Therapies Ltd. • August 9th, 2019 • Pharmaceutical preparations • New York
You have resigned your employment with Axovant Sciences, Inc. effective September 1, 2019 (the "Termination Date"). This Separation Agreement and General Release (this "Agreement") sets forth the terms and conditions under which Axovant Sciences, Inc. is offering you additional consideration in exchange for you making and honoring certain commitments, including your agreement not to pursue legal action against the Company as described in Sections 6 and 7.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 13th, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 24, 2017 (the “Amendment Effective Date”), is entered into by and among Axovant Sciences Ltd., an exempted company organized under the laws of Bermuda (“Parent”), Axovant Holdings Limited, a private limited company organized under the laws of England and Wales (“Axovant England”), Axovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Axovant Switzerland”), and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (hereinafter collectively referred to as the “Borrowers” and each, a “Borrower”), Axovant Sciences, Inc., a Delaware corporation (the “Guarantor”), the several banks and other financial institutions or entities from time to time parties thereto as Lender, constituting the Required Lenders, and HERCULES CAPITAL, INC., formerly k
RE: Agreement and General ReleaseAxovant Gene Therapies Ltd. • June 11th, 2019 • Pharmaceutical preparations • New York
You have resigned your employment with Axovant Sciences, Inc. effective February 15, 2019 (the “Termination Date”). This Agreement and General Release (this “Agreement”) sets forth the terms and conditions under which Axovant Sciences, Inc. is offering you additional pay and benefits, including with respect to your unvested equity awards, in exchange for you making and honoring certain commitments, including your agreement not to pursue legal action against the Company as described in Sections 7 and 8.
AXOVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into as of [INSERT DATE], 2015, by and between [INSERT EXECUTIVE NAME] (the “Executive”) and Axovant Sciences, Inc. (the “Company”).
WAIVER AND OPTION AGREEMENTWaiver and Option Agreement • May 22nd, 2015 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Waiver and Option Agreement (this “Agreement”), dated as of May 8, 2015 (the “Effective Date”), is by and between Roivant Sciences Ltd., a Bermuda exempted company (“Roivant”), and Axovant Sciences Ltd. (formerly known as Roivant Neurosciences Ltd.), a Bermuda exempted company (“Axovant”). Each of Roivant and Axovant may be referred to herein as a “Party” and together as the “Parties”.
Development, Marketing and Supply Agreement by and between Arena Pharmaceuticals GmbH and Roivant Sciences Ltd. dated May 8, 2015Development, Marketing and Supply Agreement • February 9th, 2016 • Axovant Sciences Ltd. • Pharmaceutical preparations • New York
This Development, Marketing and Supply Agreement (the “Agreement”) is made and entered into as of May 8, 2015 (the “Effective Date”) by and between Arena Pharmaceuticals GmbH, a company organized under the laws of Switzerland having a principal place of business at Untere Brühlstrasse 4, 4800, Zofingen, Switzerland (“Arena”), and Roivant Sciences Ltd., a Bermuda Exempted Limited Company having a principal place of business at 2 Clarendon House, Hamilton HM11, Bermuda (“Roivant”). Each of Arena and Roivant may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 7th, 2019 • Axovant Sciences Ltd. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of December 7, 2018 (the “Effective Date”), is between the University of Massachusetts (“University”), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, and Axovant Sciences GmbH, a company organized under the laws of Switzerland and having an address of Viaduktstrasse 8, 4051 Basel, Switzerland (“Company”).
RE: Separation Agreement, Consulting Arrangement and General ReleaseSeparation Agreement • August 9th, 2019 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
You have resigned your employment with Axovant Sciences, Inc. effective June 30, 2019 (the "Termination Date"). This Separation Agreement, Consulting Agreement and General Release (this "Agreement") sets forth the terms and conditions under which Axovant Sciences, Inc. is offering you additional consideration in exchange for you making and honoring certain commitments, including your agreement not to pursue legal action against the Company as described in Sections 8 and 9.
Sio Gene Therapies Inc. Early Exercise Stock Purchase Agreement Under the 2015 Equity Incentive PlanExercise Stock Purchase Agreement • November 13th, 2020 • Sio Gene Therapies Inc. • Pharmaceutical preparations • New York
WHEREAS, Purchaser holds a stock option dated _______________(the “Option”) to purchase shares of common stock of the Company (“Common Stock”) pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”); and
Re: Non-Commercial Manufacturing Provisions of the Development, Marketing and Supply Agreement, dated May 8, 2015, by and between Arena Pharmaceuticals GmbH and Axovant Sciences GmbH (as successor in interest to Axovant Sciences Ltd. and Roivant...Supply Agreement • November 2nd, 2017 • Axovant Sciences Ltd. • Pharmaceutical preparations
Reference is hereby made to that certain Development, Marketing and Supply Agreement, dated May 8, 2015 (the "Supply Agreement"), by and between Arena Pharmaceuticals GmbH ("Arena") and Axovant Sciences GmbH (as successor in interest to Axovant Sciences Ltd. and Roivant Sciences Ltd.) ("Axovant"). Capitalized terms used in this letter agreement that are not otherwise defined shall have the meanings ascribed to such terms in the Supply Agreement.
Re: Separation AgreementAxovant Sciences Ltd. • June 11th, 2018 • Pharmaceutical preparations • New York
This letter sets forth the terms of the separation agreement (the “Agreement”) between you and Axovant Sciences, Inc. (“the Company”).
