WARRANT AGREEMENTWarrant Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
THIS WARRANT AGREEMENT (the “Agreement”), dated as of May 9, 2019, is between Health Sciences Acquisitions Corporation, a Delaware corporation, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Immunovant, Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2020 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of September, 2019, by and among Health Sciences Acquisitions Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
IMMUNOVANT, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 9th, 2023 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMMUNOVANT, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2019, by and between Health Sciences Acquisitions Corporation, a Delaware corporation (the “Company”), and Alice Lee (“Indemnitee”).
IMMUNOVANT, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • November 9th, 2023 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
Immunovant, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
IMMUNOVANT, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 9th, 2023 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IMMUNOVANT, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
10,000,000 Units Health Sciences Acquisitions Corporation UNDERWRITING AGREEMENTWarrant Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
IMMUNOVANT, INC. INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [ ], 20[ ] between Immunovant, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
Health Sciences Acquisitions Corporation 412 West 15th Street, Floor 9 New York, New York 10011 Chardan Capital Markets LLC 17 State Street New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 29th, 2019 • Health Sciences Acquisitions Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Health Sciences Acquisitions Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets LLC (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant, each whole warrant exercisable for one-half of one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of May 9, 2019 (“Agreement”), by and among HEALTH SCIENCES ACQUISITIONS CORPORATION, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Immunovant, Inc. (a Delaware corporation) 7,370,000 Shares of Common Stock UNDERWRITING AGREEMENTLetter Agreement • September 28th, 2023 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2020 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
This Employment Agreement (this “Agreement”) is entered into as of August 24, 2020, by and between Michael Elliott (the “Executive”) and IMVT Corporation (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of May 9, 2019 by and between Health Sciences Acquisitions Corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 29th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of _________, 2019 (“Agreement”), by and among HEALTH SCIENCES ACQUISITIONS CORPORATION, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2022 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
This Employment Agreement (this “Agreement”) is entered into as of January 19, 2022, by and between Mark S. Levine (the “Executive”) and IMVT Corporation (the “Company”).
AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT by and among IMMUNOVANT SCIENCES LTD. AND ROIVANT SCIENCES LTD. Dated as of December 28, 2018Sharing and Cooperation Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
This AMENDED AND RESTATED INFORMATION SHARING AND COOPERATION AGREEMENT (this “Agreement”), dated as of December 28, 2018 (the “Effective Date”), is entered into by and among Immunovant Sciences Ltd., a Bermuda exempted limited company (the “Company”), Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), and the Persons who from time to time become Shareholders of the Company in accordance with this Agreement and execute and deliver a Joinder Agreement, substantially as set forth on Exhibit A (a “Joinder Agreement”), (with each of the Company, Roivant and such Persons, individually, a “Party” and together, the “Parties”).
SERVICES AGREEMENTServices Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
This Services Agreement (the “Agreement”) is entered into effective as of August 20, 2018, by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Service Provider”), Immunovant Sciences GmbH, a company with limited liability organized under the laws of Switzerland (“ISG”), Immunovant, Inc., a corporation organized under the laws of the State of Delaware (“II”), and Immunovant Sciences Ltd., an exempted limited company organized under the laws of Bermuda (“ISL”, and together with ISG and II, and any Additional Service Recipient the “Service Recipients” and each a “Service Recipient”).
ContractHealth Sciences Acquisitions Corp • April 29th, 2019 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2024 • Immunovant, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (this “Agreement”) is entered into as of January 9, 2024, by and between Michael Geffner, MD, MBA (the “Executive”) and IMVT Corporation (the “Company”).
SHARE EXCHANGE AGREEMENT dated September 29, 2019 by and among Immunovant Sciences Ltd., a Bermuda exempted limited company, the stockholders of the Company, Roivant Sciences Ltd., a Bermuda exempted limited company, and Health Sciences Acquisitions...Share Exchange Agreement • October 2nd, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of September 29, 2019, by and among Immunovant Sciences Ltd., a Bermuda registered exempted limited company (the “Company”), the stockholders of the Company (each, a “Stockholder” and, collectively, the “Stockholders”), Roivant Sciences Ltd., a Bermuda exempted limited company (the “Stockholders’ Representative”), and Health Sciences Acquisitions Corporation, a Delaware corporation (the “Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of December 7, 2018 (the Effective Date”), by and between Immunovant 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 (“ISG”) 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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 2nd, 2021 • Immunovant, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2021, by and between ROIVANT SCIENCES LTD. (the “Investor”), a Bermuda exempted limited company, and IMMUNOVANT, INC. (the “Company”), a Delaware corporation. The Investor and the Company are collectively referred to as the “Parties.”
ContractMaster Services Agreement • February 4th, 2022 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ***) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.
Health Sciences Acquisitions Corporation 412 West 15th Street, Floor 9 New York, New York 10011 Chardan Capital Markets LLC 17 State Street New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 15th, 2019 • Health Sciences Acquisitions Corp • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Health Sciences Acquisitions Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets LLC (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant, each whole warrant exercisable for one-half of one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
October 23, 2020Separation Agreement and General Release • February 16th, 2021 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
Your employment with IMVT Corporation (“Immunovant”) will be terminated effective November 6, 2020 (the “Separation Date”). This Separation Agreement and General Release (this “Agreement”) sets forth the terms and conditions under which IMVT Corporation is offering you additional pay and benefits in exchange for you making and honoring certain commitments, including agreeing not to pursue legal action against the Company as described in Sections 7 and 8.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
This Restricted Stock Agreement (this “Agreement”) is entered into as of the 29th day of September, 2019, by and between Health Sciences Acquisitions Corporation, a Delaware corporation (the “Company”), and Health Sciences Holdings, LLC (the “Holder”).
SAMSUNG BIOLOGICS CO., LTD. PRODUCT SERVICE AGREEMENT — COMMERCIAL PRODUCT DRUG SUBSTANCEProduct Service Agreement • February 4th, 2022 • Immunovant, Inc. • Biological products, (no disgnostic substances)
This Product Service Agreement (this “PSA”) is made effective as of the date of last signature below (the “PSA Effective Date”) by and between Immunovant Sciences GmbH a Swiss limited company with offices at Viaduktstrasse 8, 4051 Basel, Switzerland (“Client”) and Samsung Biologics Co., Ltd., a Korean corporation having its principal place of business at 300, Songdo bio-daero, Yeonsu-gu, Incheon, 21987, Republic of Korea (“SBL”). Client and SBL are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
HEALTH SCIENCES ACQUISITIONS CORPORATION 412 West 15th Street, Floor 9 New York, NY 10011 May 9, 2019Health Sciences Acquisitions Corp • May 15th, 2019 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Health Sciences Acquisitions Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Health Sciences Holdings, LLC (“Health Sciences Holdings”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 412 West 19th Street, Floor 9, New York, NY 10011 (or any successor location). In exchange therefore, the Company shall pay Health Sciences Holdings a sum not to exceed $10,000 per month, respectively, on the Effective Date
Immunovant, Inc. (a Delaware corporation) 12,500,000 Shares of Common Stock UNDERWRITING AGREEMENTLetter Agreement • October 4th, 2022 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 28th, 2023 • Immunovant, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2023, by and between ROIVANT SCIENCES LTD. (the “Investor”), a Bermuda exempted limited company, and IMMUNOVANT, INC. (the “Company”), a Delaware corporation. The Investor and the Company are collectively referred to as the “Parties.”
Dr. Robert Zeldin RE: Separation Agreement and General Release Dear Robert,Separation Agreement and General Release • April 8th, 2020 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
Your employment with Immunovant, Inc. and any of its subsidiaries will be terminated on April 7, 2020 (the “Separation Date”). This Separation Agreement and General Release (this “Agreement”) sets forth the terms and conditions under which the Company is offering you additional pay and benefits in exchange for you making and honoring certain commitments, including agreeing not to pursue legal action against the Company as described in Sections 7 and 8 of this Agreement.
HEALTH SCIENCES ACQUISITIONS CORPORATION 412 West 15th Street, Floor 9 New York, NY 10011Health Sciences Acquisitions Corp • April 29th, 2019 • Blank checks
CONSULTING AGREEMENTConsulting Agreement • July 13th, 2021 • Immunovant, Inc. • Biological products, (no disgnostic substances) • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2021 by and between Immunovant, Inc. (“Immunovant”) and Pamela Yanchik Connealy (“Consultant”). Immunovant and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 20th, 2019 • Immunovant, Inc. • Blank checks • New York
