0001564590-19-028501 Sample Contracts

Amendment No. 5
Arvinas, Inc. • August 5th, 2019 • Pharmaceutical preparations

This Amendment No. 5 (this “Amendment”), effective as of June 3, 2019 (the “Amendment Effective Date”), to that certain Agreement, dated July 5, 2013, as amended on May 8, 2014, October 23, 2014, April 1, 2015 and December 19, 2018, (the “License Agreement”) by and between Arvinas Operations, Inc. (formerly, Arvinas, Inc.), a Delaware corporation having its office at 5 Science Park, 3rd Floor, New Haven, CT 06511 (“Arvinas”) and Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and the State of Connecticut and located at 433 Temple St., New Haven, CT 06511 (“Yale”).

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INVESTOR AGREEMENT By and Between BAYER AG AND ARVINAS, INC. Dated as of July 16, 2019
Investor Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware

THIS INVESTOR AGREEMENT (this “Agreement”) is made as of July 16, 2019, by and between Bayer AG (the “Investor”) and Arvinas, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511.

COMMITMENT AGREEMENT
Commitment Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware
OPTION AGREEMENT
Option Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware

This Option Agreement (this “Agreement”) is made and entered into as of July 16, 2019 (the “Effective Date”), by and among Arvinas Operations, Inc., a Delaware corporation (“Arvinas”), Bayer CropScience LP, a Delaware limited partnership (“Bayer”), and Protag LLC, a Delaware limited liability company (“Company”) (Arvinas and Bayer, collectively with the Company, the “Parties” and each individually, a “Party”).

STOCK PURCHASE AGREEMENT By and Between BAYER AG AND ARVINAS, INC. Dated as of June 3, 2019
Stock Purchase Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 3, 2019 (the “Signing Date”), by and between Bayer AG (the “Investor”) and Arvinas, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511.

COLLABORATION AND LICENSE AGREEMENT by and between ARVINAS OPERATIONS, INC. and BAYER AG
Collaboration and License Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations

This Agreement (this “Agreement”) is entered into as of June 3, 2019, by and between Arvinas Operations, Inc., a corporation organized and existing under the laws of Delaware, located at 5 Science Park, 395 Winchester Ave., New Haven, CT 06511, USA (“Arvinas”) and Bayer AG, a corporation having offices at Müllerstrasse 178, 13353 Berlin, Germany (“Bayer”). This Agreement will be immediately effective upon the occurrence of the Closing (as such term is defined below) (such time, the “Effective Date”). This Agreement will immediately terminate and become null and void and have no effect, without any liability on the part of Arvinas or Bayer or their respective directors, officers, employees, partners, managers, members, stockholders or other representatives, and all rights and obligations of Arvinas and Bayer shall cease, upon a termination of the Commitment Agreement (as such term is defined below) in accordance with Section 2.4 thereof prior to the occurrence of the Closing.

ARVINAS IP Contribution AGREEMENT
Arvinas Ip Contribution Agreement • August 5th, 2019 • Arvinas, Inc. • Pharmaceutical preparations • New York

This ARVINAS IP CONTRIBUTION AGREEMENT (this “Contribution Agreement”) is entered into as of July 16, 2019 (the “Effective Date”) by and between Protag LLC, a limited liability company organized under the laws of Delaware (“Company”), and Arvinas Operations, Inc., a corporation organized under the laws of Delaware (“Arvinas”). Company and Arvinas are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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