Valneva SE [•] Ordinary Shares and [•] American Depositary Shares, each representing two Ordinary Shares, nominal value €0.15 per share Underwriting AgreementUnderwriting Agreement • October 26th, 2021 • Valneva SE • Biological products, (no disgnostic substances) • New York
DISTRIBUTION AGREEMENTDistribution Agreement • April 9th, 2021 • Valneva SE • Biological products, (no disgnostic substances)
THIS DISTRIBUTION AGREEMENT (“Agreement”) is entered into as of December 9, 2015, between VALNEVA AUSTRIA GMBH, CIN: FN 389960 x, organized under the laws of Austria, with its registered office at Campus Vienna Biocenter 3, AT-1030 Vienna, Austria, hereinafter referred to as “SUPPLIER”, and GLAXOSMITHKLINE GMBH & CO. KG, organized under the laws of Germany, with its registered office at Prinzregentenplatz 9, D-81675 Munich, Germany, hereinafter referred to as “DISTRIBUTOR,” (hereinafter each referred to as a “Party”, and collectively as the “Parties”).
SUBLICENSE AGREEMENTSublicense Agreement • April 9th, 2021 • Valneva SE • Biological products, (no disgnostic substances) • New York
This SUBLICENSE AGREEMENT (the “Agreement”) is made and executed as of April 14, 2003 (the “Effective Date”) by and between InterCell Biomedical Research and Development AG, having its principal place of business at Campus Vienna Biocenter 6, A-1030, Vienna, Austria (hereinafter “InterCell”) and VaccGen International, LLC, having its principal place of business at 8 Cambridge Court, Larchmont, New York 10538, U.S.A. (hereinafter “VaccGen”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. ANNEX A: TERMS AND CONDITIONS –...Valneva SE • March 24th, 2021 • Biological products, (no disgnostic substances) • England and Wales
THIS AGREEMENT is between Valneva SE (“Awardee” or “You”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) and is effective as of the Effective Date. Each party to this Agreement may be referred to individually as a “Party” and together as the “Parties.” This Agreement sets out the
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO.3 TO GERMANY...Switzerland Distribution Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances)
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Supply Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances)
THIS AMENDMENT (“Amendment”), of the Supply Agreement, effective as of April 1, 2023 (such agreement, as amended from time to time as described in the recitals below, the “Agreement”), by and between Valneva Austria GmbH, a company duly organized and existing under the laws of Austria, having its principal offices located at Campus Vienna Biocenter 3, 1030 Vienna, Austria (“Valneva”), and Vetter Pharma International GmbH, a company duly organized and existing under the laws of Germany, having its principal offices located at Eywiesenstraße 5, 88212 Ravensburg, Germany (“Vetter”), with Valneva and Vetter hereinafter individually also referred to as a “Party” and collectively as the “Parties”,
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Valneva SE • March 30th, 2023 • Biological products, (no disgnostic substances)
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. CREDIT AGREEMENT dated as of...Credit Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances) • New York
THIS CREDIT AGREEMENT, dated as of February 3, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among VALNEVA AUSTRIA GMBH, a company organized and existing under the laws of Austria (the “Borrower”), having its principal place of business at Campus Vienna Biocenter 3, 1030, Vienna, Austria, with registration number FN 389960 x, VALNEVA SE, a societas europaea organized and existing under the laws of the European Union (“Holdings”), having its principal place of business at 6 rue Alain Bombard, 44800, Saint-Herblain, France, the Lenders (defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (together with its Affiliates, successors, transferees and assignees) as the Administrative Agent. The Borrower and each Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances)
This Commercial Supply Agreement (the “ Agreement”), is made and entered into with effect as of April 1, 2023 (“Effective Date”), by and between Valneva Austria GmbH, a company duly organized and existing under the laws of Austria and having its principal place of business at Campus Vienna Biocenter 3, 1030 Vienna, Austria (“Valneva”), and Vetter Pharma International GmbH, a company duly organized and existing under the laws of Germany, and having its principal place of business at Eywiesenstraße 5, 88212 Ravensburg, Germany (“Vetter”), with Valneva and Vetter hereinafter individually referred to as a “Party” and collectively as the “Parties”.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances) • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2024 (the “Effective Date”), by and between Valneva Austria GMBH, a company organized under the laws of Austria (“Seller”), and Novartis Pharma AG, an entity organized under the laws of Switzerland (“Buyer”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
SUPPLY AGREEMENT - Vaccine against Japanese encephalitis virus by and among INTERCELL AG and VETTER PHARMA-FERTIGUNG GMBH & CO. KG And INTERCELL BIOMEDICAL LTD. dated as of March 1, 2008Supply Agreement • April 9th, 2021 • Valneva SE • Biological products, (no disgnostic substances)
THIS COMMERCIAL SUPPLY AGREEMENT, made and entered into as of this 1st day of March, 2008 (hereinafter referred to as the “Agreement”), by and among Intercell Biomedical Ltd., a company registered in Scotland under the Companies Act of 1985 with registered number SC 260350, having its registered office at 30-31 Queen Street, Edinburgh, Scotland (“Intercell”), Intercell AG, a company duly organized and existing under the laws of Austria, having its principal place of business located at Campus Vienna Biocenter 2, 1030 Vienna, Austria, FB-NR. 166438 M/HG Wien, in its capacity as parent company guarantor (“Intercell AG”), and Vetter Pharma-Fertigung GmbH & Co. KG, a company duly organized and existing under the laws of Germany, having its principal place of business at Schützenstraße 87, 88212 Ravensburg, Germany (“Vetter”) Intercell and Vetter hereinafter individually also referred to as “Party” and collectively as the “Parties”,
DISTRIBUTION AGREEMENT [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Distribution Agreement • March 30th, 2023 • Valneva SE • Biological products, (no disgnostic substances)
VBI Vaccines B.V., organized under the laws of the Netherlands, with its registered office at Queen’s Tower #714, Delflandlaan 1, 1062EA Amsterdam, the Netherlands, hereinafter referred to as “SUPPLIER”,
Valneva SE 20-FMaster Supply and Commercial Manufacturing Services Agreement • March 24th, 2022 • Valneva SE • Biological products, (no disgnostic substances)
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Valneva SE • March 22nd, 2024 • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 2 (“Amendment #2”), of the Supply Agreement, effective as of April 1, 2023 (such agreement, as amended from time to time as described in the recitals below, the “Agreement”), by and between Valneva Austria GmbH, a company duly organized and existing under the laws of Austria, having its principal offices located at Campus Vienna Biocenter 3, 1030 Vienna, Austria (“Valneva”), and Vetter Pharma International GmbH, a company duly organized and existing under the laws of Germany, having its principal offices located at Eywiesenstraße 5, 88212 Ravensburg, Germany (“Vetter”), with Valneva and Vetter hereinafter individually also referred to as a “Party” and collectively as the “Parties”,
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. AMENDMENT No. 1 to Distribution...Distribution Agreement • March 22nd, 2024 • Valneva SE • Biological products, (no disgnostic substances)
VBI Vaccines B.V., with [***] organized under the laws of the Netherlands, with its principal place of business at Queen’s Tower #714, Delflandlaan 1, 1062EA Amsterdam, The Netherlands, hereinafter referred to as “SUPPLIER”,
CREDIT AGREEMENT dated as of February 3, 2020 among VALNEVA AUSTRIA GMBH, as the Borrower, VALNEVA SE, as Holdings THE LENDERS FROM TIME TO TIME PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative AgentCredit Agreement • March 24th, 2021 • Valneva SE • Biological products, (no disgnostic substances) • New York
THIS CREDIT AGREEMENT, dated as of February 3, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among VALNEVA AUSTRIA GMBH, a company organized and existing under the laws of Austria (the “Borrower”), having its principal place of business at Campus Vienna Biocenter 3, 1030, Vienna, Austria, with registration number FN 389960 x, VALNEVA SE, a societas europaea organized and existing under the laws of the European Union (“Holdings”), having its principal place of business at 6 rue Alain Bombard, 44800, Saint-Herblain, France, the Lenders (defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (together with its Affiliates, successors, transferees and assignees) as the Administrative Agent. The Borrower and each Lender are sometimes referred to herein individually as a and collectively as the “Parties”.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Amendment Agreement • April 9th, 2021 • Valneva SE • Biological products, (no disgnostic substances)
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between PFIZER INC. and VALNEVA AUSTRIA GMBH April 29, 2020Collaboration and License Agreement • April 9th, 2021 • Valneva SE • Biological products, (no disgnostic substances) • New York
Each of the Development Payments set forth above will be payable one time only (regardless of the number of Products with respect to which, or the number of times with respect to any Product, the specified Development Event occurs). No Development Payments will be payable by Pfizer for any subsequent Product regardless of the number of Products Developed. For clarification, if one Product replaces another Product in Development, then such replacement Product will only be subject to Development Payments that have not previously been triggered by one or more prior Products. The maximum amount payable by Pfizer under this Agreement with respect to all Development Payments if all Development Events occur will be one hundred seventy-eight million dollars ($178,000,000).
SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • Valneva SE • Biological products, (no disgnostic substances) • New York
THIS SUPPLY AGREEMENT (the “Agreement”), which shall become effective in accordance with Section 10.1, is entered into by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation, with a place of business located at 2100 Powell Street, Suite 900, Emeryville, CA 94608, USA (“Dynavax”), and VALNEVA SCOTLAND LIMITED, a company organized under the laws of Scotland, with its principal place of business at Oakbank Park Rd, Livingston EH53 0TG, United Kingdom (“Purchaser”), and VALNEVA AUSTRIA GMBH, a company registered in Austria (company number FN 389960 x /HG Wien) whose registered address is at Campus Vienna Biocenter 3, 1030 Vienna, Austria (“Valneva Austria”). Dynavax and Purchaser may be referred to herein individually as a “Party” or collectively as the “Parties”.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.Supply Agreement • March 24th, 2022 • Valneva SE • Biological products, (no disgnostic substances) • New York
To the extent not otherwise defined in this letter (including Appendix One hereto, which is incorporated herein by this reference) (“Amendment”), capitalized terms used but not otherwise defined in this Amendment will have the same meanings as given to them in the Agreement.
ContractValneva SE • March 22nd, 2024 • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. Amendment No. 4 to Research...Name of Agreement • March 30th, 2023 • Valneva SE • Biological products, (no disgnostic substances)
Name of Agreement: Research Collaboration and License Agreement (“Original Agreement”), as amended by Amendment No. 1 to Agreement dated as of July 14 2021 Amendment No. 2 to Agreement dated as of 10 November 2021 and Amendment No. 3 dated as of June 19, 2022 (the “Agreement”)
