REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2020, is made and entered into by and among Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [___], 2022, by and between MOONLAKE IMMUNOTHERAPEUTICS, a Cayman Islands exempted company (the “Company”), and [___] (“Indemnitee”).
MOONLAKE IMMUNOTHERAPEUTICS Class A Ordinary Shares (par value $0.0001 per share) SALES AGREEMENTSales Agreement • August 31st, 2023 • MoonLake Immunotherapeutics • Pharmaceutical preparations • New York
MoonLake Immunotherapeutics, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2020 by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HELIX ACQUISITION CORP. c/o Cormorant Asset Management, LP Boston, MA 02116 United StatesHelix Acquisition Corp • October 14th, 2020 • Blank checks • New York
Helix Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Helix Holdings LLC, a Cayman Islands exempted limited liability company (“Subscriber” or “you”), to subscribe for and purchase 3,593,750 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2022 • MoonLake Immunotherapeutics • Pharmaceutical preparations
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April ____, 2022 by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the subscriber party set forth on the signature page hereto (the “Subscriber”).
Helix Acquisition Corp. c/o Cormorant Asset Management, LP Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 1,500,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Na
10,000,000 Ordinary Shares Helix Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
Introductory. Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”). The 10,000,000 Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 Ordinary Shares as provided in Section 2. The additional 1,500,000 Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwrite
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2022 • MoonLake Immunotherapeutics • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is made and entered into by and among: (i) MoonLake Immunotherapeutics (formerly known as Helix Acquisition Corp.), a Cayman Islands exempted company (the “Company”); (ii) Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”); (iii) the persons or entities identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”); and (iv) the persons or entities identified as “Existing Holders” on the signature pages hereto (the “Existing Holders,” and together with the Sponsor, the New Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, each a “Holder” and collectively the “Holders”).
ContractEmployment Agreement • March 8th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.Shareholders’ Agreement • April 11th, 2022 • MoonLake Immunotherapeutics • Pharmaceutical preparations
(irrespective of whether they hold Shares or Stock Options (both as defined below), each an «Employee» and collectively the «Employees»)
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
LICENSE AGREEMENT dated April 29, 2021 by and between Merck Healthcare KGaA, Darmstadt, Germany and MoonLake Immunotherapeutics AGLicense Agreement • March 14th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of April 29, 2021 (the “Effective Date”) by and between MERCK Healthcare KGaA, a corporation with general partners organized under German law, having a place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“Licensor”) and MoonLake Immunotherapeutics AG, a corporation organized under the laws of Switzerland, having a place of business at Untermüli 7 / Postfach 7444, 6302 Zug, Switzerland (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
ASSIGNMENTAssignment Agreement • March 14th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
This ASSIGNMENT AGREEMENT (the “Assignment”) is entered into as of 1 July 2021, (“Assignment Effective Date”) by and among Merck Healthcare KGaA, Frankfurter StraBe 250, 64293 Darmstadt, Germany (“Merck”), Richter-Helm BioLogics GmbH & Co. KG, [***] (“Richter Helm”), and MoonLake Immunotherapeutics AG, c/o KD Zug-Treuhand AG, Untermuli 7, 6302 Zug, Switzerland (CHE-433.093.536) (“MoonLake”).
ContractTermination Agreement • March 8th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NOVATION, AMENDMENT, AND RESTATEMENT OF...Restatement of License Agreement • August 10th, 2023 • MoonLake Immunotherapeutics • Pharmaceutical preparations
Effective June 1, 2023 (the “Effective Date”), Research Corporation Technologies, Inc., a Delaware nonprofit corporation with offices at 6440 North Swan Road, Suite 200, Tucson, Arizona 85718 U.S.A. (“RCT”), Merck KGaA, a German registered limited partnership, with its registered office at Frankfurter Strasse 250, 64293 Darmstadt, Germany (“MKDG”), and MoonLake Immunotherapeutics AG, a corporation organized under the laws of Switzerland, having a place of business at Dorfstrasse 29, 6300 Zug, Switzerland (“Licensee”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, enter into this Novation, Amendment, and Restatement of License Agreement (this “A&R Agreement”):
amendment to sponsor letterSponsor Letter • October 4th, 2021 • Helix Acquisition Corp • Blank checks
This Amendment, dated as of October 4, 2021 (this “Amendment”) to that certain letter agreement, dated October 19, 2020, by and among Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders” and together with the Sponsor and the Company, the “Parties”) (the “Original Letter Agreement”), is entered into by and among the Sponsor, the Company, the Insiders, ML Parties’ Representative (as defined below), and the Target (as defined below). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Letter Agreement.
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENTShares Purchase Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENT, dated as of __________, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Helix Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
1) Helix Acquisition Corp. SUBSCRIPTION AGREEMENTSubscription Agreement • May 2nd, 2022 • MoonLake Immunotherapeutics • Pharmaceutical preparations
BUSINESS COMBINATION AGREEMENT by and among HELIX ACQUISITION CORP., MOONLAKE IMMUNOTHERAPEUTICS AG, THE ML PARTIES SIGNATORY HERETO, HELIX HOLDINGS LLC and MATTHIAS BODENSTEDT, IN HIS CAPACITY AS THE ML PARTIES’ REPRESENTATIVE HEREUNDER DATED AS OF...Business Combination Agreement • October 4th, 2021 • Helix Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 4, 2021 (the “Effective Date”), by and among (i) Helix Acquisition Corp., a Cayman Islands exempted company (the “Investor”), (ii) MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536 (the “Company”), (iii) the existing shareholders of the Company and the existing holders of option rights issued under the Company’s Conditional Share Capital set forth on the signatures pages hereto (collectively, the “ML Parties” and each, a “ML Party”), (iv) Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and (v) Matthias Bodenstedt, in his capacity as the ML Parties’ Representative (in such capacity, the “ML Parties’ Representative”). Each of the Investor, the Company, the Sponsor, the ML Parties’ Representative and each ML Party is also referred
HELIX ACQUISITION CORP. c/o Cormorant Asset Management, LP Boston, MA 02116Letter Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Helix Acquisition Corp. (the “Company”) and Helix Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation
PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENTOrdinary Shares Purchase Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENT, dated as of October 19, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Helix Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
10,000,000 Ordinary Shares Helix Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2020 • Helix Acquisition Corp • Blank checks • New York
Introductory. Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”). The 10,000,000 Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 Ordinary Shares as provided in Section 2. The additional 1,500,000 Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwrite
MOONLAKE IMMUNOTHERAPEUTICS (a Cayman Islands exempted company) 8,000,000 Ordinary Shares UNDERWRITING AGREEMENTMoonlake Immunotherapeutics • June 29th, 2023 • MoonLake Immunotherapeutics • Pharmaceutical preparations • New York
MoonLake Immunotherapeutics, a Cayman Islands exempted company (the “Company”), confirms its agreement with SVB Securities LLC (“SVB Securities”) and Guggenheim Securities LLC (“Guggenheim”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which SVB Securities and Guggenheim are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Class A ordinary shares, par value $0.0001 per share, of the Company (“Ordinary Shares”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,200,000 additional Ordinary Shares. The aforesaid 8,000,000
Loan AgreementLoan Agreement • March 8th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
ContractHelix Acquisition Corp • March 8th, 2022 • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
HELIX ACQUISITION CORP. c/o Cormorant Asset Management, LP Boston, MA 02116Letter Agreement • October 14th, 2020 • Helix Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Helix Acquisition Corp. (the “Company”) and Helix Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
MOONLAKE IMMUNOTHERAPEUTICSPlan Stock Option Agreement • April 11th, 2022 • MoonLake Immunotherapeutics • Pharmaceutical preparations
ContractBoard Member Agreement • March 8th, 2022 • Helix Acquisition Corp • Pharmaceutical preparations
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
