VectivBio Holding AG (a Swiss stock corporation (Aktiengesellschaft)) 16,700,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
VECTIVBIO HOLDING AG Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ____________________, 20__ Debt SecuritiesIndenture • January 27th, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
Indenture, dated as of ________________, 20__, among VectivBio Holding AG, a corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Company”), and [Trustee], as trustee (the “Trustee”) :
VectivBio Holding AG (a Swiss stock corporation (Aktiengesellschaft)) Ordinary Shares (nominal value CHF 0.05 per share) SALES AGREEMENTSales Agreement • May 4th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
VectivBio Holding AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMVectivBio Holding AG • January 27th, 2023 • Biological products, (no disgnostic substances) • New York
VECTIVBIO HOLDING AG Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ____________________, 20__ Debt SecuritiesVectivBio Holding AG • May 4th, 2022 • Biological products, (no disgnostic substances) • New York
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TRANSACTION AGREEMENT among IRONWOOD PHARMACEUTICALS, INC. and VECTIVBIO HOLDING...Transaction Agreement • May 22nd, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances) • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (the “Company”).
Employment Agreement between VectivBio AG and Luca Santarelli 2 / 12Employment Agreement • May 31st, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances)
VectivBio Holding AG (a Swiss stock corporation (Aktiengesellschaft)) [ l ] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2021 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Restricted Share Purchase AgreementRestricted Share Purchase Agreement • April 5th, 2021 • VectivBio Holding AG • Biological products, (no disgnostic substances)
(the Company and the Manager hereinafter individually or collectively also referred to as Party or Parties, respectively)
ContractIndemnification Agreement • April 5th, 2021 • VectivBio Holding AG • Biological products, (no disgnostic substances)
Indemnification Agreement dated as of [month] [day], [year] by and between VectivBio Holding AGAeschenvorstadt 364051 BaselSwitzerland (the Company) and [Name of Director / Executive] [address][e-mail] (the Indemnitee and together with the Company, the Parties and each a Party) regarding the indemnification of the Indemnitee by the Company
Confidentiality Agreement VECTIVBIO HOLDING AG NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • May 31st, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances)
This Non-Disclosure Agreement (this “Agreement”) is entered into between VectivBio Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the “Company”) and Ironwood Pharmaceuticals, Inc. (the “Recipient”) as of March 29, 2023 (the “Effective Date”), to protect the confidentiality of certain confidential information of the Company to be disclosed to the Recipient solely for use in evaluating, pursuing and, if applicable, consummating a business relationship with the Company (the “Permitted Use”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 31st, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 11, 2023, by and between VectivBio US, Inc. (the “Company”), and Kevin Harris (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ContractDevelopment and Commercialization Agreement • April 19th, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances) • New York
[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential.
April 29, 2023 Luca Santarelli, M.D. Chief Executive Officer VectivBio Holding AG Aeschenvorstadt 36VectivBio Holding AG • May 31st, 2023 • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER BY AND AMONG VECTIVBIO HOLDING AG COMET MERGER SUB, INC. COMET THERAPEUTICS, INC. AND STICHTING DEPOSITARY INKEF INVESTMENT FUND, AS STOCKHOLDER REPRESENTATIVE Dated as of August 30, 2021Agreement and Plan of Merger • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2021, by and among VectivBio Holding AG, a Swiss corporation (“Parent”), Comet Merger Sub, Inc., a Delaware corporation, all of whose stock is owned by Parent or the Exchange Agent (“Merger Sub”), Comet Therapeutics, Inc., a Delaware corporation (the “Company”) and Stichting Depositary Inkef Investment Fund, solely in its capacity as Stockholder Representative hereunder. Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.1.
Employment Agreement dated as of May 11, 2023 by and between VectivBio AG (hereinafter the Company) Aeschenvorstadt 36, 4051 Basel, Switzerland and Claudia D’Augusta (hereinafter the Manager) (Company and Manager hereinafter individually or...Employment Agreement • May 31st, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances)
The Manager is hereby employed by the Company and is directly subordinated and shall report to the Chief Executive Officer (CEO) of the Company and of the VectivBio Group (the Group). The Manager will be expected to assume the position of Chief Financial Officer and perform all duties commonly associated with such position. The Manager’s duties and responsibilities shall be those periodically assigned to the Manager and those set forth below as well as those set forth in the organizational regulations of the board of directors of VectivBio Holding, a corporation with its registered office in Basel (VectivBio Holding), (the Board) and the board of directors of the Company as periodically amended and the directives, policies and regulations periodically issued by the Company or VectivBio Holding.
Employment Agreement dated as of May 11, 2023 by and between VectivBio AG Aeschenvorstadt 36, 4051 Basel, Switzerland (hereinafter the Company) and Omar Khwaja (hereinafter the Manager) (Company and Manager hereinafter individually or collectively...Employment Agreement • May 31st, 2023 • VectivBio Holding AG • Biological products, (no disgnostic substances)
SHARE PURCHASE AGREEMENT BY AND AMONG THERACHON HOLDING AG THERACHON AG, GLYPHARMA THERAPEUTIC INC., AND SHAREHOLDERS LISTED ON SCHEDULE A SEPTEMBER 30, 2018Purchase Agreement • March 19th, 2021 • VectivBio Holding AG • Biological products, (no disgnostic substances)
DATED 26 MARCH 2022 VECTIVBIO HOLDING AGandKREOS CAPITAL VI (EXPERT FUND) LP WARRANT AGREEMENTWarrant Agreement • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances)
(1)VECTIVBIO HOLDING AG a public corporation, incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the Company);
AMENDMENT NO. 3 TO PURCHASE AGREEMENTPurchase Agreement • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances)
This Amendment No. 3 to Purchase Agreement (this “Amendment”) is made and entered into as of November 25, 2021, by and among VectivBio Holding AG (“New Holdco”), CTI Life Sciences Fund, L.P. (“CTI”), Fonds de solidarité des travailleurs du Québec (FTQ) (“FTQ”) and Ferring International Center SA (“Ferring” and, together with CTI and FTQ, the “GLyPharma Shareholders”) in their capacity as the former shareholders of GLyPharma Therapeutic Inc. (“GLyPharma”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Share Purchase Agreement, made and entered as of September 30, 2018, by and among New Holdco, GLyPharma Therapeutic Inc. and the GLyPharma Shareholders, as amended thereafter by Amendment No. 1 to Purchase Agreement, dated May 9, 2019 and Amendment No. 2 to Purchase Agreement, dated December 12, 2019 (the “Purchase Agreement”).
FERRING INTERNATIONAL CENTER SA And GLYPHARMA THERAPEUTIC INC AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 19th, 2021 • VectivBio Holding AG • Biological products, (no disgnostic substances) • Quebec
SUBSCRIPTION AND SHARE PURCHASE AGREEMENTSubscription and Share Purchase Agreement • June 16th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances)
Subscription And Share Purchase Agreement (the “Agreement”), dated as of June 14, 2022, by and between VectivBio Holding AG, a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Company”), and Forbion Growth Opportunities Fund II Coöperatief U.A., represented by Forbion Growth II Management B.V. (the “Buyer”).
