🌑 ] Common Shares Dermavant Sciences Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
OFFICE LEASE KILROY REALTY KILROY AIRPORT CENTER LONG BEACH KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and DERMAVANT SCIENCES, INC, a Delaware corporation, as Tenant.Office Lease • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and DERMAVANT SCIENCES INC., a Delaware corporation (“Tenant”).
DERMAVANT SCIENCES LTD. INDEMNITY AGREEMENTIndemnity Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2019 between Dermavant Sciences Ltd., an exempted limited company registered in Bermuda (the “Company”), and (“Indemnitee”).
DERMAVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is entered into as of March 18, 2019, by and between Cyril Allouche (the “Executive”) and Dermavant Sciences, Inc. (the “Company”).
ContractWarrant Agreement • June 10th, 2019 • Dermavant 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.
DERMAVANT SCIENCES LTD. EARLY EXERCISE STOCK PURCHASE AGREEMENT UNDER THE AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATEDEarly Exercise Stock Purchase Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
THIS AGREEMENT is made by and between Dermavant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and _______________ (“Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 24, 2019 and is entered into by and between DERMAVANT SCIENCES LTD., an exempted company organized under the laws of Bermuda (“Parent”), DERMAVANT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“Dermavant England”), DERMAVANT SCIENCES GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Dermavant 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”), DERMAVANT SCIENCES, INC., a Delaware corporation (“Dermavant Delaware”, and together with each other guarantor party hereto from time to time, each a “Guarantor”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lende
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of August 20, 2018, by and among Roivant Sciences GmbH., a company with limited liability organized under the laws of Switzerland (the “Service Provider”) and Dermavant Sciences GmbH, a company with limited liability organized under the laws of Switzerland (“DSG”, and together with any Additional Service Recipient, the “Service Recipients” and each a “Service Recipient”).
AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT by and among DERMAVANT SCIENCES LTD. AND ROIVANT SCIENCES LTD. Dated as of June 7, 2019Sharing and Cooperation Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT (this “Agreement”), dated as of June 7, 2019 (the “Effective Date”), is entered into by and among Dermavant Sciences Ltd., a Bermuda exempted limited company (the “Company”), Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), (with each of the Company and Roivant a “Party” and together, the “Parties”).
ASSET PURCHASE AGREEMENT by and among GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LTD., GLAXO GROUP LIMITED, AND DERMAVANT SCIENCES GMBH July 10, 2018Asset Purchase Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and dated as of July 10, 2018, by and among Glaxo Group Limited, a company incorporated under the laws of England and Wales (“GGL”), GlaxoSmithKline Intellectual Property Development Ltd., a company incorporated under the laws of England and Wales (“GIPD,” and together with GGL, “Seller Parties”) and Dermavant Sciences GmbH, a company incorporated under the laws of Switzerland (“Buyer”). Seller Parties and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”
RE: Separation Agreement and General ReleaseDermavant Sciences LTD • May 24th, 2019 • Pharmaceutical preparations • New York
Your employment with Dermavant Sciences, Inc. will be terminated effective September 4, 2018 (the “Termination Date”). This Separation Agreement and General Release (this “Agreement”) sets forth the terms and conditions under which Dermavant Sciences, Inc. is offering you a bonus in exchange for you making and honoring certain commitments, including agreeing not to pursue legal action against the Company as described in Sections 6 and 7.
OFFICE LEASE AGREEMENT BILTMORE CENTER II (NORTHERN TRUST TOWER) 2398 East Camelback Road Phoenix, Arizona 85016 AB/VWP BFC OWNER, LLC, a Delaware limited liability company, AS LANDLORD AND DERMAVANT SCIENCES, Inc., a Delaware corporation AS TENANT...Office Lease Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Arizona
This Office Lease Agreement (this “Lease”) is entered into as of March 19, 2018, between AB/VWP BFC OWNER, LLC, a Delaware limited liability company (“Landlord”), and DERMAVANT SCIENCES, lnc., a Delaware corporation (“Tenant”).
SUBLICENSE AGREEMENTSublicense Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 17, 2018 (the “Effective Date”), by and between Dermavant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“Sublicensor”) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“Sublicensee”). Each of Sublicensor and Sublicensee may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO OFFICE LEASE AGREEMENT DERMAVANT SCIENCES, INC. BILTMORE CENTER II (NORTHERN TRUST TOWER)Office Lease Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “First Amendment”) is made and entered into for reference purposes this 29th day of June, 2018, by and between AB/VWP BFC OWNER, LLC, a Delaware limited liability company (“Landlord”), and DERMAVANT SCIENCES, INC., a Delaware corporation, (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 7, 2019 by and among DERMAVANT SCIENCES LTD., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and ROIVANT SCIENCES LTD. (“RSL”).
FIRST AMENDMENT TO FUNDING AGREEMENTFunding Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
This First Amendment to Funding Agreement (this “Amendment”) is made and entered into as of October 11, 2018 (the “First Amendment Effective Date”), by and between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (“Dermavant”), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (“NovaQuest”).
DERMAVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is entered into as of October 27, 2018, by and between Todd Zavodnick (the “Executive”) and Dermavant Sciences, Inc. (the “Company”).
ContractManufacturing and Supply Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
ContractManufacturing and Supply Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
FUNDING AGREEMENTFunding Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Funding Agreement (this “Agreement”) is entered into as of July 10, 2018 (the “Effective Date”), between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (“Dermavant”), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (“NovaQuest”). Dermavant and NovaQuest are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
AMENDED AND RESTATED SERVICES AGREEMENTAmended and Restated Services Agreement • December 20th, 2018 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of August 20, 2018, by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “ Service Provider”), Dermavant Sciences GmbH, a company with limited liability organized under the laws of Switzerland (“DSG”), Dermavant Sciences, Inc., a corporation organized under the laws of the State of Delaware (“DSI”), and Dermavant Sciences Ltd., an exempted limited company organized under the laws of Bermuda (“DSL”, and together with DSG and DSI, and any Additional Service Recipient the “Service Recipients” and each a “Service Recipient”).
LICENSE AGREEMENT between ASTRAZENECA AB and ROIVANT SCIENCES GmbH Dated as of September 19, 2017License Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Södertälje, Sweden and with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RE: Retention AgreementRetention Agreement • December 20th, 2018 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 10th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), is made as of May 24, 2019 (the “Effective Date”), by and between Hercules Capital, Inc., a Maryland corporation, in its capacity as collateral/administrative agent for the Senior Lenders (as hereinafter defined), (together with its successors and assigns in such capacity, “Senior Creditor”), the Intra-Group Lenders from time to time party hereto, the Intra-Group Debtors from time to time party hereto, and NovaQuest Co-Investment Fund VIII, L.P.. a Delaware limited partnership, in its capacity as collateral/administrative agent for the Subordinated Lenders (as hereinafter defined) (together with its successors and assigns in such capacity, “Subordinated Creditor”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1 below.
Dear Sirs Tapinarof: CapEx Letter Agreement By Section 9.10(b) of the Asset Purchase Agreement dated July 10, 2018, between GlaxoSmithKline Intellectual Property Development Ltd., Glaxo Group Limited and Dermavant Sciences GmbH (the “Purchase...Capex Letter Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
This letter agreement is the “CapEx Letter Agreement” as defined in Section 9.10(b) of the Purchase Agreement. Each capitalized term used but not otherwise defined in this letter has the meaning given to such term in the Purchase Agreement.
ContractManufacturing and Supply Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
OPTION AGREEMENTOption Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This OPTION AGREEMENT (this ”Agreement”), is made and entered into effective as of March 28, 2019 (the “Effective Date”), by and between Dermavant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“DSG”) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland, (“RSG”). Each of DSG and RSG may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Dear Sirs Tapinarof: CapEx Letter Agreement By Section 9.10(b) of the Asset Purchase Agreement dated July 10, 2018, between GlaxoSmithKline Intellectual Property Development Ltd., Glaxo Group Limited and Dermavant Sciences GmbH (the “Purchase...Capex Letter Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • Delaware
This letter agreement is the “CapEx Letter Agreement” as defined in Section 9.10(b) of the Purchase Agreement. Each capitalized term used but not otherwise defined in this letter has the meaning given to such term in the Purchase Agreement.
LICENSE AGREEMENT between ASTRAZENECA AB and ROIVANT SCIENCES GmbH Dated as of September 19, 2017License Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into effective as of September 19, 2017 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Södertälje, Sweden and with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • England and Wales
This LICENSE AGREEMENT (this “Agreement”) is made as of November 19, 2015 (the “Effective Date”), by and between Roivant Sciences Ltd., a Bermuda Exempted Limited Company, having its principal place of business at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“Roivant”), and Eisai Co., Ltd., a corporation organized and existing under the laws of Japan, having offices at Koishikawa 4-6-10, Bunkyo-ku, Tokyo 112-8088, Japan (“Eisai”). Roivant and Eisai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT to LICENSE AGREEMENT by and between EISAI CO., LTD. and DERMAVANT SCIENCES GMBHLicense Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
THIS AMENDMENT is made and entered into this July 7, 2017, by and between Eisai Co., Ltd. (“Eisai”) and Dermavant Sciences GmbH to amend the terms of that LICENSE AGREEMENT entered into between Eisai and Roivant Sciences Ltd. dated November 19, 2015, and subsequently assigned by Roivant Sciences Ltd. to Dermavant Sciences Ltd., and then to Dermavant Sciences GmbH (“Dermavant”).
CHINA AND SOUTH KOREA IP PURCHASE AGREEMENTChina and South Korea Ip Purchase Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
This CHINA AND SOUTH KOREA IP PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of June, 2017 (“Effective Date”), by and between Dermavant Sciences GmbH, a Switzerland limited liability company with an address of c/o Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (“Seller”), and Roivant Sciences GmbH, a Switzerland limited liability company with an address of c/o Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (“Buyer”). Each of the Seller and the Buyer are referred to in this Agreement as a “party” and together as the “parties”.
LICENSE AGREEMENTLicense Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 11th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of December 17, 2018 (the Effective Date”), by and between Dermavant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“DSG”) and Roivant Sciences GmbH, a company organized and existing pursuant to the laws of Switzerland having a principal place of business at Viaduktstrasse 8, Basel 4051, Switzerland (“RSG”).
FIRST AMENDMENT TO FUNDING AGREEMENTFunding Agreement • March 29th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations
This First Amendment to Funding Agreement (this “Amendment”) is made and entered into as of October 11, 2018 (the “First Amendment Effective Date”), by and between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (“Dermavant”), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (“NovaQuest”).
