OBSEVA SA 4,750,000 Common Shares, par value CHF 1/13 per share Underwriting AgreementObsEva SA • June 22nd, 2018 • Pharmaceutical preparations • New York
ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 4,750,000 common shares, par value CHF 1/13 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 712,500 common shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
OBSEVA SA and [ ], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ]Warrant Agreement • August 7th, 2019 • ObsEva SA • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between OBSEVA, SA, a société anonyme organized under the laws of Switzerland (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”).
OBSEVA SA and [________], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [______________]Debt Securities Warrant Agreement • March 1st, 2018 • ObsEva SA • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between OBSEVA, SA, a société anonyme organized under the laws of Switzerland (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”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 5th, 2020 • ObsEva SA • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 7, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and OBSEVA SA, a stock corporation organized under the laws of Switzerland with offices located at chemin des Aulx, 12, 1228 Plan-les-Ouates, Switzerland and registered with the commercial register of the Canton of Geneva with the registration number CHE-253.914.856 (“Parent”) and OBSEVA USA INC., a Delaware corporation with offices located at 1 Financial Center, 24th Floor, Boston, Ma 02111 (“ObsEva USA”, Parent a
SALES AGREEMENTSales Agreement • March 5th, 2021 • ObsEva SA • Pharmaceutical preparations • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • ObsEva SA • Pharmaceutical preparations • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is deemed to be dated as of October 12, 2021, between ObsEva SA, a Swiss stock corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Insert Number of Shares] OBSEVA SA Common Shares, par value CHF 1/13 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2017 • ObsEva SA • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2021 • ObsEva SA • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2021 (the “Execution Date”), is entered into by and between ObsEva SA, a Swiss stock corporation (the “Company”), and the undersigned purchasers (the “Purchasers”) identified on the signature pages to that certain Securities Purchase Agreement, by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
Loan and Security Agreement among the Registrant, Oxford Finance LLC and ObsEva USA Inc., dated as of August 7, 2019, as amended by the First Amendment to Loan and Security Agreement among the Registrant, Oxford Finance LLC and ObsEva USA Inc., dated...Loan and Security Agreement • March 5th, 2021 • ObsEva SA • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 7, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and OBSEVA SA, a stock corporation organized under the laws of Switzerland with offices located at chemin des Aulx, 12, 1228 Plan-les-Ouates, Switzerland and registered with the commercial register of the Canton of Geneva with the registration number CHE-253.914.856 (“Parent”) and OBSEVA USA INC., a Delaware corporation with offices located at 1 Financial Center, 24th Floor, Boston, Ma 02111 (“ObsEva USA”, Parent a
OBSEVA SA and [ ], AS WARRANT AGENT FORM OF COMMON SHARES WARRANT AGREEMENT DATED AS OF [ ]Common Shares Warrant Agreement • August 7th, 2019 • ObsEva SA • Pharmaceutical preparations • New York
COMMON SHARES WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between OBSEVA SA, a société anonyme organized under the laws of Switzerland (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”).
LICENSE AGREEMENT Dated June 10, 2015 By and Between ARES TRADING S.A. And OBSEVA S.A.License Agreement • December 30th, 2016 • ObsEva SA • Pharmaceutical preparations
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of June 10, 2015 (the “Effective Date”) by and between ARES TRADING SA, a Swiss corporation with registered offices at Zone Industrielle de l’Ouriettaz, 1108 Aubonne, Switzerland (“Merck Serono”) and OBSEVA S.A., a Swiss corporation with registered offices at 12, Chemin des Aulx, 1228 Plan-Les-Ouates, Geneva (“Licensee”). Merck Serono and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
IP ACQUISITION AGREEMENTIp Acquisition Agreement • March 31st, 2023 • ObsEva SA • Pharmaceutical preparations • New York
This IP ACQUISITION AGREEMENT (this “Agreement”), dated as of November 21, 2022 (the “Effective Date”), is made by and between OBSEVA, SA, a Swiss corporation having its principal place of business at Chemin des Aulx, 12, 1228 Plan-les-Ouates, Geneva, Switzerland (“Seller”), and XOMA (US) LLC, a Delaware limited liability company having its principal place of business at 2200 Powell Street, Suite 310, Emeryville, CA 94608 (“Buyer”).
SHAREHOLDERS AGREEMENT by and amongShareholders Agreement • October 14th, 2016 • ObsEva SA • Pharmaceutical preparations
FUND SOFINNOVA CAPITAL VII (SCVII), a French venture capital fund represented by its management company, Sofinnova Partners SAS, a company organized under the laws of France, having its registered office at Immeuble Le Centorial, 16-18 rue du 4 Septembre, 75002 Paris, France
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2020 • ObsEva SA • Pharmaceutical preparations
This Subscription Agreement (this “Subscription”) is dated as of September 3, 2020, by and between OBSEVA SA, a stock corporation (société anonyme) organized under the laws of Switzerland (the “Company”), and ERNEST LOUMAYE, MD, PHD (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2021 • ObsEva SA • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2021, between ObsEva SA, a Swiss stock corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Sublicense Agreement among the Registrant and Hangzhou Yuyuan BioScience Technology Co., Ltd., dated January 13, 2020.Sublicense Agreement • March 5th, 2020 • ObsEva SA • Pharmaceutical preparations
WHEREAS, Sublicensee wishes to obtain, and Sublicensor is willing to grant a sublicense to Sublicensee, on an exclusive basis for the territory of the People’s Republic of China, the right to use, register, import, develop, market, promote, distribute, offer for sale and sell Nolasiban in the field;
AMENDMENT NO. 1 TO THE OPEN MARKET SALES AGREEMENTThe Open Market Sales Agreement • August 7th, 2019 • ObsEva SA • Pharmaceutical preparations • New York
This Amendment No. 1 to the Open Market Sales Agreement (this “Amendment”) is entered into as of the date first written above by ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sales Agreement dated March 16, 2018 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
COMMON SHARE PURCHASE WARRANT OBSEVA SAObsEva SA • September 8th, 2020 • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September , 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December , 20211 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), up to common shares, with a par value of CHF 1/13 each (as subject to adjustment hereunder, the “Warrant Shares”) in the capital of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OBSEVA SA Underwriting and Placement Agency AgreementObsEva SA • September 8th, 2020 • Pharmaceutical preparations • New York
ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC (“Wainwright”) is acting as representative, (i) an aggregate of (a) 5,490,000 common shares (the “Underwritten Shares”), par value CHF 1/13 per share, of the Company (the “Common Shares”) and (b) 958,240 pre-funded warrants to purchase 958,240 Common Shares at an exercise price of CHF 1/13 per share substantially in the form set forth on Exhibit D (the “Pre-Funded Warrants”) and (ii) warrants to purchase up to 6,448,240 Common Shares at an exercise price of $3.43 per share substantially in the form set forth on Exhibit E hereto (the “Underwritten Warrants” and, together with the Underwritten Shares and the Pre-Funded Warrants, the “Underwritten Securities”). Simultaneously with the purchase and sale to the Underwriters of the Underwritten Securities, the Company
INDEMNIFICATION AGREEMENT dated [●] by and among ObsEva SA, Chemin des Aulx 12, 1228 Plan-les-OuatesIndemnification Agreement • January 17th, 2017 • ObsEva SA • Pharmaceutical preparations
WHEREAS, the Company [has issued][intends to issue] its registered shares through a registered public offering in the United States, and as a result, Indemnitee [is][will be] exposed to litigation risks arising from claims that may be made under the laws of several jurisdictions, including U.S. and Swiss laws;
RENTAL LEASE (indexed) COMMERCIAL PREMISES Specific conditionsRental Lease • December 30th, 2016 • ObsEva SA • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • ObsEva SA • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2017, by and among ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), and the investors, severally, but not jointly, listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
OBSEVA SA REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2017 • ObsEva SA • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 17th day of January, 2017, by and among OBSEVA SA, a Swiss société anonyme, having its registered office at 12, Chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland, registered with the commercial registry of the Canton of Geneva under the federal number n°CHE – 253.914.856 (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and together with the Company, the “Parties” and each, a “Party.”
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • November 22nd, 2022 • ObsEva SA • Pharmaceutical preparations • New York
This Consent and Amendment Agreement (this “Consent”), dated as of November 21, 2022, is entered into between ObsEva SA, a Swiss stock corporation (the “Company”), and JGB (Cayman) Port Ellen Ltd., (the “Holder”) (each a “Party” and together, the “Parties”).
AMENDMENT AGREEMENTAmendment Agreement • January 28th, 2022 • ObsEva SA • Pharmaceutical preparations • New York
This Amendment Agreement (the “Agreement”), dated as of January 28, 2022, is made by and between JGB (Cayman) Port Ellen Ltd., in its capacity as Holder, ObsEva SA, a Swiss stock corporation (the “Company”) and each of ObsEva USA Inc., ObsEva Ireland Ltd., and ObsEva Europe B.V., as subsidiary guarantors (collectively, the “Subsidiary Guarantors”, and together with the Company, the “Company Parties”).
AMENDMENT AND FORBEARANCE AGREEMENTAmendment and Forbearance Agreement • August 1st, 2022 • ObsEva SA • Pharmaceutical preparations • New York
This Amendment and Forbearance Agreement (the “Agreement”), dated as of July 31, 2022, is made by and between JGB (Cayman) Port Ellen Ltd., in its capacity as Holder (the “Holder”), ObsEva SA, a Swiss stock corporation (the “Company”) and each of ObsEva USA Inc., ObsEva Ireland Ltd., and ObsEva Europe B.V., as subsidiary guarantors (collectively, the “Subsidiary Guarantors”, and together with the Company, the “Company Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • ObsEva SA • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of October 9, 2017 among ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Certain capitalized terms used herein and not otherwise defined have the meaning given to them in Section 10(a) hereof.
Organon and ObsEva Enter Global License Agreement to Develop and Commercialize Ebopiprant (OBE022), an Investigational Agent Being Evaluated as a First-in- Class Treatment for Preterm Labor Every year, an estimated 15 million babies are born preterm...ObsEva SA • July 27th, 2021 • Pharmaceutical preparations
Jersey City, N.J., Geneva, Switzerland, July 27, 2021 - Organon (NYSE: OGN), a global women’s health company and ObsEva (NASDAQ: OBSV) (SIX: OBSN), a biopharmaceutical company dedicated to improving women’s reproductive health, today announced that the companies have entered into an agreement whereby Organon will license the global development, manufacturing and commercial rights to ebopiprant (OBE022). Ebopiprant is an investigational, orally active, selective prostaglandin F2α (PGF2α) receptor antagonist being evaluated as a potential treatment for preterm labor by reducing inflammation and uterine contractions. If approved, it has potential to be a first-in-class innovation for this common and serious condition with no approved therapies for acute treatment of preterm labor in the United States.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 14th, 2016 • ObsEva SA • Pharmaceutical preparations
Cost Splitting AgreementCost Splitting Agreement • April 21st, 2017 • ObsEva SA • Pharmaceutical preparations
This Cost Split Agreement (the “Agreement”) made on February 6th, 2017 (the “Effective Date”) by and between Kissei Pharmaceutical Co., Ltd., having its registered office at 19-48, Yoshino, Matsumoto-City, Nagano-Prefecture, Japan (“Kissei”) and ObsEva SA, having its principal place of business at Chemin des Aulx, 12, 1228 Plan-les-Ouates, Switzerland (“ObsEva”).
