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, 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”).
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”).
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”).
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”).
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.”
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.”
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.
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.”
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”).
LICENSE AGREEMENTLicense Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
LICENSE AGREEMENTLicense Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“Agreement”) is made as of December 16, 2016 (“Effective Date”), by and between Portola Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 270 East Grand Avenue, Suite 22, South San Francisco, CA 94080, USA (“Portola”), and Dermavant Sciences GmbH, a corporation organized and existing under the laws of Switzerland, having its principal place of business at c/o Vischer AG, Aeschenvotstadt 4, CH-4010 Basel, Switzerland (“Dermavant”). Dermavant and Portola are referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT to LICENSE AGREEMENT by and between PORTOLA PHARMACEUTICALS, INC. and DERMAVANT SCIENCES GMBHDermavant Sciences LTD • May 24th, 2019 • Pharmaceutical preparations
THIS AMENDMENT is made and entered into this July 7, 2017, by and between Portola Pharmaceuticals, Inc. (“Portola”) and Dermavant Sciences GmbH (“Dermavant”) to amend the terms of that LICENSE AGREEMENT entered into between Portola and Dermavant dated December 16, 2016.
LICENSE AGREEMENTLicense Agreement • May 24th, 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.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2019 • Dermavant Sciences LTD • Pharmaceutical preparations • New York
This Asset Purchase Agreement (the “Agreement”) is entered into as of this 29th day of May, 2012 (the “Effective Date”), by and between Glaxo Group Limited, a company incorporated under the laws of England and Wales with offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN under company number 00305979 (“GSK”) and Welichem Biotech Inc., a company incorporated under the laws of British Columbia with offices at Suite 316, 4475 Wayburne Drive, Burnaby, British Columbia, V5G 3L1, Canada (“Welichem”). GSK and Welichem may be referred to herein separately as a “Party” or together as the “Parties.”
