Oculis Holding AG (a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland) 3,500,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2023 • Oculis Holding AG • Pharmaceutical preparations • New York
Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), SVB Securities LLC (“SVB Securities”) 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 whom BofA and SVB Securities 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 ordinary shares, nominal value CHF 0.01 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 525,000 additional Ordinary Shar
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT by and among OCULIS HOLDING AG and THE SHAREHOLDERS THAT ARE SIGNATORIES HERETO Dated as of 2 March, 2023Joinder Agreement • March 8th, 2023 • Oculis Holding AG • Pharmaceutical preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of 2 March 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among (i) Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (the “Company”), (ii) the shareholders of the Company party hereto, as listed on Schedule 1 attached hereto (the “Shareholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.6 of this Agreement (each, a “Holder” and collectively with the Shareholders, the “Holders”).
Oculis Holding AG (a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland) [•] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2023 • Oculis Holding AG • Pharmaceutical preparations • New York
LICENSE AGREEMENTLicense Agreement • December 12th, 2022 • Oculis Holding AG • Pharmaceutical preparations
This LICENSE AGREEMENT (collectively with all Appendices hereto, “Agreement”) is entered into as of January 29, 2022 (“Effective Date”), by and between:
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENTWarrant Assignment and Assumption Agreement • March 8th, 2023 • Oculis Holding AG • Pharmaceutical preparations • New York
This Warrant Assignment and Assumption Agreement (this “Agreement”) is entered into as of 1 March, 2023, by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (“New Parent”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Oculis HOLDING AG Issuer AND [TRUSTEE], Trustee FORM OF INDENTURE Dated as of ____________________, 20__ Debt SecuritiesIndenture • April 1st, 2024 • Oculis Holding AG • Pharmaceutical preparations • New York
Indenture, dated as of ________________, 20__, among Oculis Holding AG, a corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Company”), and [Trustee], as trustee (the “Trustee”) :
INDEMNIFICATION AGREEMENT by and amongIndemnification Agreement • March 8th, 2023 • Oculis Holding AG • Pharmaceutical preparations
The Company is a Swiss corporation registered with the commercial register of the Canton of Zug under the company identification number CHE-396.695.611.
INDEMNIFICATION AGREEMENT dated [DATE] by and amongIndemnification Agreement • January 6th, 2023 • Oculis Holding AG • Pharmaceutical preparations
LICENSE AGREEMENT by and between ALCON RESEARCH, LTD. and OCULIS SA, dated 19 December, 2018License Agreement • December 12th, 2022 • Oculis Holding AG • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement”) is made as of this 19th day of December, 2018 (the “Execution Date”), by and between Alcon Research, Ltd., a company organized under the laws of the State of Delaware and located at 6201 South Freeway, Fort Worth, Texas USA 76134-2099 (“Alcon”) and Oculis SA, a company organized under the laws of Switzerland and located at EPFL Innovation Park, c/o Building C, 1015 Lausanne, Switzerland (“Oculis”). Alcon and Oculis are each referred to individually as a “Party” and together as the “Parties.”
LETTER AGREEMENT By and between NOVARTIS TECHNOLOGY LLC and OCULIS SA October 12, 2021Oculis Holding AG • December 12th, 2022 • Pharmaceutical preparations
Novartis Technology LLC (“Novartis”), located at One Health Plaza, East Hanover, New Jersey 07936 United States (as successor to Alcon Research Ltd), and Oculis SA (“Company”) are the Parties to a certain License Agreement dated December 19, 2018, as amended on September 11, 2020 (the “Agreement”). This Letter Agreement clarifies and modifies certain terms of the Agreement with the aim of [***]. Capitalized terms not otherwise defined in this letter have the meanings set forth in the Agreement. The following terms apply notwithstanding anything contrary in the Agreement.
AMENDMENTOculis Holding AG • December 12th, 2022 • Pharmaceutical preparations
