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Subscription Agreement
[ ] (the "Subscriber") hereby confirms its agreement with you as follows:
Number of Royalty Certificates:
________________________
Subscription Price per Royalty
Certificate: ______________________
Aggregate Subscription Price
to be paid by the Subscriber (the "Subscriber Aggregated Subscription Price"): ___________________
Subscriber Aggregated Subscription Price will be paid in euros to the Company's account opened in
the books of Soci t G n rale Securities Services (copied below) as set forth in Section 3.2 of Annex
that we received a copy of this Subscription Agreement, including the Annexes and Exhibits hereto.
that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
_________________________
| By: | ||
| Name: Fr d ric Cren | ||
| Title: Chief Executive Officer |
TERMS AND CONDITIONS
FOR THE SUBSCRIPTION OF THE ROYALTY CERTIFICATES
to the terms and conditions attached as Annex I to the Agreement (the "Terms and Conditions"),
the Company has duly authorized the issue of the Royalty Certificates (the "Transaction").
and date of closing shall be no later than 2:00pm (CEST), on the date that is three (3) Business Days following the date of this
Agreement (the "Closing Date"), as agreed by the Company and the Subscriber.
Company has designated Soci t G n rale Securities Services as "banque
centralisatrice" (the "Centralizing Bank") to receive the subscriptions and payment of the aggregate amount
equal to the Subscriber Aggregated Subscription Price and the Subscription Price for the Royalty Certificates being subscribed by the
Other Subscribers in accordance with Section 3.3 below.
the Closing Date, the Company's obligation to issue the Royalty Certificates to the Subscriber will be subject to (i) the
receipt of the documentation necessary for the recording of the Royalty Certificates under registered form (au nominatif) and
for the "know your customer" process, (ii) the receipt in a dedicated account opened at Soci t
G n rale Securities Services, the details of which are set forth in the signature page of the Subscription Agreement
of the aggregate amount equal to the Subscriber Aggregated Subscription Price and the Subscription Price for the Royalty Certificates
being subscribed for by the Other Subscribers in an aggregate amount equal to 20,100,000 and (iii) the representations and
warranties of the Subscriber contained in Section 5.1 being true and correct in all material respects as of the Closing Date.
Closing Date, the Subscriber's obligation to subscribe for the Royalty Certificates will be subject to (i) the receipt of
a certified copy of the decisions of the Board of Directors dated July 16, 2024 authorizing the issuance of the Royalty Certificates
and the entry into this Agreement between the Company and the Subscriber and (ii) the accuracy of the representations and warranties
made by the Company as of the date hereof and as of the Closing Date and (iii) the fulfillment of the undertakings of the Company
to be fulfilled prior to the Closing Date.
and the Subscriber's obligation to issue and subscribe for, respectively, the Royalty Certificates will be subject to the following
condition precedent: no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the subscription or issue of the Royalty
event that the Company has not received an amount equal to (i) the Subscriber Aggregated Subscription Price and (ii) the Subscription
Price for the Royalty Certificates being subscribed for by the Other Subscribers in an aggregate amount equal to 20,100,000 at
the Closing Date, the Subscriber Aggregated Subscription Price shall be returned to the Subscriber within two (2) Business Days
following the Closing Date, unless otherwise agreed by all parties.
later than 12.00 pm (CEST) on the Closing Date, the Subscriber shall wire the Subscriber Aggregated
Subscription Price to the account opened in the books of Soci t G n rale Securities Services (the "Centralizing
of the Company to which the Subscriber Aggregated Subscription Price shall be wired is set forth in the signature page of the Subscription
Agreement. By executing this Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription
monies from its settlement account to the bank account opened at the Centralizing Bank in its book in the name of the Company upon notice
from the Company to the Centralizing Bank, with a copy to the Subscriber, that (i) the conditions to the closing of the Transaction
have been satisfied or waived and (ii) that the entire aggregate subscription price for all the Other Subscribers have been received
by the Centralizing Bank.
the Closing Date, the Company shall register, or cause to be registered by Soci t G n rale Securities Services,
under the name of the Subscriber on registered form (au nominatif) the number of Royalty Certificates subscribed by the Subscriber.
The Centralizing Bank will deliver the subscription monies to the Company.
the latest one (1) Business Day after each of the Closing Date, a notice confirming the registration
of the Royalty Certificates in the book of the Company held by Soci t G n rale Securities Services shall
be delivered to the Subscriber.
purposes of this Agreement, the term "Business Day" shall mean a weekday on which
banks are open for general banking business in the United States and Paris, France.
Agreement, "Material Adverse Effect" means any event, violation, or circumstance, individually or in the aggregate that
had or could reasonably be expected to have a material adverse effect on the Company's equity, business, assets, operations, properties,
liabilities or conditions (financial or otherwise), individually or in the aggregate, whether or not arising from transactions in the
ordinary course of business, or on the Company's ability to consummate the Transaction.
receiver, administrator, administrative receiver, provisional administrator, compulsory manager or other similar officer, mandataire
ad hoc, in respect of the Company, any of its Affiliates or any of its or their assets has been appointed.
this Agreement, "Affiliate" means, with respect to the Company, any other person
that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with such person,
in each case from time to time. Control shall be construed by reference to the definition set out in Article L. 233-1 of the French
Commercial Code. As of the date hereof, the sole Affiliate of the Company is Inventiva Inc., whose registered office is at 10-34 44 th
Dr, Long Island, 11101 New York, United-States of America.
payment of the Subscriber Aggregated Subscription Price by the Subscriber in the manner contemplated by this Agreement, the Company shall
register these Royalty Certificates upon records to be maintained by the Company or any other entity appointed as registrar by the Company
(as set forth in Terms and Conditions of the Royalty Certificates attached as Exhibit A) for that purpose in the name of the record
holder of such Royalty Certificate. No physical documents evidencing the title to the Royalty Certificates will be issued.
The Company will (a) promptly notify the Subscriber (and in no event later than 30 Business Days following the end of each calendar
year) whether the Company has determined that it or any of its subsidiaries was a PFIC (as each such term is defined above) for such
calendar year and (b) provide the Subscriber with sufficient information, on a timely basis, to determine whether the Company is
a PFIC and allow its investors to make and maintain a Qualified Electing Fund election under Section 1295 of the U.S. Internal Revenue
Code of 1986, as amended with respect to the Company in the event the Company for any year in which the Company is treated as a PFIC.
Status. The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income
tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes.
any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company
and the Subscriber herein will survive the execution of this Agreement, the transfer to the Subscriber of the Royalty Certificates being
subscribed and the payment therefor.
requests, consents and other communications required or permitted hereby shall be in writing will be sent by email, or mailed, and will
be deemed given if delivered by email, upon electronic confirmation of receipt and addressed to the relevant recipient in the manner
provided below, and shall be deemed to have been duly and sufficiently given only if (a) delivered either personally by hand, or
by an international courier service, and, in each case, (b) confirmed by email to the relevant recipient. Notices shall
be deemed effective if given on a Business Day, in the manners prescribed in the immediately preceding sentence, by 13:30 (CEST) in the
place of receipt or on the following Business Day if completed after 13:30 (CEST).
will be delivered as addressed as follows:
Agreement may not be modified or amended except by written agreement signed by the Company and the Subscriber.
any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein will not in any way be affected or impaired thereby.
and financial advisors' reasonable and duly documented costs, fees and expenses pertaining to the Subscriber, for which invoices
and receipts are furnished to the Subscriber, in relation to the negotiation, subscription and implementation of the Royalty Certificates
shall be paid by the Company up to an amount of 100,000, regardless of whether the closing occurs. This provision will survive
the execution of this Agreement, the transfer to the Subscriber of the Royalty Certificates being subscribed and the payment therefor.
Agreement will be governed by, and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation,
validity and performance of this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction