0001047469-19-003239 Sample Contracts
BIOPHYTIS SA AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2019 among BIOPHYTIS SA, a company incorporated under the laws of France (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
CO-OWNERSHIP AGREEMENTCo-Ownership Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
Considering the beneficiary contract no. ANR-10-SATT-04-01 signed between the Agence Nationale de la Recherche, Université Pierre et Marie Curie, Université de technologie de Compïègne, Université Panthéon Assas, institut Européen d’Administration des Affaires and Centre National de la Recherche Scientifique [National Centre for Scientific Research], in the presence of the Caisse des Dépôts et Consignation [Bank for Official Deposits] on 17 January 2012;
Services Agreement relating to the SARA Clinical Data Platform Between Biophytis SA as Client and Blue Companion Ltd as Service ProviderServices Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
The Client and the Service Provider are hereinafter collectively referred to as the Parties and individually as a Party.
LICENSE AGREEMENTLicense Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
· The Company BIOPHYTIS, limited company with a capital of 1,221,767 euros, whose registered office is situated at 14 Avenue de l’Opéra - 75001 Paris, registered in the Trade and Companies Register of Paris under number B 492 002 225, represented by Stanislas VEILLET, its Chief Executive Officer, duly authorised for the purposes hereof,
CO-OWNERSHIP AGREEMENT A PARTIAL ASSIGNMENT OF SHARECo-Ownership Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
The UPMC, INSERM and INSERM TRANSFERT, the CNRS and the COMPANY are hereinafter jointly or individually referred to as “PARTY” or “PARTIES”. It is specified that any notification of the PARTIES or to the PARTIES is validly made, with regard to INSERM, by or to INSERM TRANSFERT.
ASSIGNMENT AGREEMENTAssignment Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
BIOPHYTIS, a Société anonyme with a share capital of 2 692 682 euros, organized under the laws of France, with its registered office located at 14 Avenue de l’Opéra — 75001 Paris, registered with the Paris Trade and Companies Registry number 492 002 225, represented by Nadine Coulm and Dimitri Batsis, duly authorized for the purposes hereof,
CO-OWNERSHIP AGREEMENT CONSIDERED AS TRANSFER OF SHARECo-Ownership Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
1°) THE INSTITUT BIOPHYTIS, simplified joint stock company with a capital of €753,927, SIRET no. 492002225000018, having its head office at 14 avenue de l’Opéra 75001 Paris, represented by its Chairman, Mr Stanislas VEILLET, hereinafter referred to as the ‘COMPANY”,
Amendment to the Services Agreement relating to the SARA-DATA Clinical Data Platform Between Biophytis SA as Client and BlueCompanion as Service ProviderServices Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
GOODWILL PLEDGE AGREEMENT In agreement with the parties, this agreement has been bound by the ASSEMBLACT R.C. process, preventing any substitution or addition and is only signed on the last pageGoodwill Pledge Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
1, Biophytis S.A., a public limited company with capital of 2,692,682.60 EUR, whose registered office is located at 14, avenue de l’Opéra - 75001 Paris, identified under the unique number 492 002 225 of the RCS [Trade and Companies Register] of Paris, whose securities are listed on the organised multilateral trading facility Euronext Growth under ISIN number FR0012816825, represented by Mr Stanislas Veillet as Chairman and Chief Executive Officer;
Amendment to the Services Agreement relating to the SARA-INT Clinical Data Platform Between Blophytis SA as Client and BlueCompanion as Service ProviderServices Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
CO-OWNERSHIP AGREEMENT L08142Co-Ownership Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
1°) BIOPHYTIS INSTITUTE, simplified joint-stock company with a capital of €63,000, SIRET no. 492002225000018, whose registered office is located at 14 avenue de l’Opéra 75001 Paris, represented by its Chairman, Mr Stanislas VEILLET, hereinafter referred to as the “COMPANY”,
BONDS ISSUE AGREEMENT By and betweenBonds Issue Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
This agreement (hereinafter referred to as the “Agreement” or “Bonds Issue Agreement”) is entered into on September 10th, 2018, by and between:
VENTURE LOAN AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital V (UK) Ltd. As SubscriberVenture Loan Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
This venture loan agreement (hereinafter referred to as the “Venture Loan Agreement”) is entered into on September 10th, 2018, by and between:
Amendment to the Services AgreementServices Agreement • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations
AGREEMENT FOR THE ISSUANCE OF AND SUBSCRIPTION TO WARRANTS GIVING ACCESS TO NOTES CONVERTIBLE INTO NEW AND/OR EXISTING SHARES AND/OR REDEEMABLE IN CASH WITH SHARE SUBSCRIPTION WARRANTS ATTACHED (“BONS D’EMISSION D’OBLIGATIONS REMBOURSABLES EN...Agreement for the Issuance of and Subscription to Warrants • May 22nd, 2019 • Biophytis SA • Pharmaceutical preparations