Amendment to the Loan Amendment, dated January 18, 2022, by and among MoonLake Immunotherapeutics AG and the Lenders named therein
Exhibit 10.29
Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
Amendment to the Loan Agreement dated as of October 15, 2021
of January 18, 2022
between
| 1. | Biotechnology Value Fund, L.P. |
44 Montgomery Street, 40th Floor
San Francisco, CA 94104, USA
[***]
(hereinafter “Lender 1”)
| 2. | Biotechnology Value Fund II, L.P. |
44 Montgomery Street, 40th Floor
San Francisco, CA 94104, USA
[***]
(hereinafter “Lender 2”)
| 3. | Biotechnology Value Trading Fund OS, L.P. |
PO Box 309 Ugland House, Grand Cayman
KY1-1104, Cayman Islands
[***]
(hereinafter “Lender 3”)
(each a “Lender” and collectively the “Lenders”)
and
| 4. | MoonLake Immunotherapeutics AG |
Dorfstrasse 29
6300 Zug, Switzerland
| [***] |
(hereinafter the “Borrower”)
(the Lenders, the Borrower each a “Party” and collectively the “Parties”)
Amendment to the Loan Agreement dated as of October 15, 2021
TAble of contents
| Preamble | 3 | |
| 1. | Definitions | 3 |
| 2. | Amendment Section 6 (Term and Repayment) of the Loan Agreement | 3 |
| 3. | Continuity | 4 |
| 4. | Term of this Amendment Agreement | 4 |
| 5. | Miscellaneous | 4 |
| 6. | Applicable law and jurisdiction | 4 |
2
Amendment to the Loan Agreement dated as of October 15, 2021
| Preamble |
| A. | On October 15, 2021, the Parties entered into a Loan Agreement regarding certain loans in the total amount of USD 15,000,000 (the “Loan Agreement”). |
| B. | The Loans (as defined in the Loan Agreement) granted under the Loan Agreement were granted for a fixed period of time until the Maturity Date (as defined in the Loan Agreement). |
| C. | The Parties intend to amend the Maturity Date to the earlier of (i) the Transaction Closing (as defined in the Loan Agreement) and (ii) March 31, 2022, under the terms and conditions set out in this agreement (the “Amendment Agreement”). |
| Now, therefore, the Parties agree as follows: |
| 1. | Definitions |
| Capitalized terms used in this Amendment Agreement shall have the respective meanings as set forth in the Loan Agreement. |
| 2. | Amendment Section 6 (Term and Repayment) of the Loan Agreement |
| The Parties agree to replace Section 6 of the Loan Agreement in its entirety with the following section: |
| 6. | TERM AND REPAYMENT |
| The Loans granted hereunder are granted for a fixed period of time until the earlier of (i) as soon as practicable after the Transaction Closing, but no later than two (2) business days, and (ii) March 31, 2022 (the “Maturity Date”). |
| The Loans may be repaid in whole or in part by the Borrower at any time on or prior to the Maturity Date. |
3
Amendment to the Loan Agreement dated as of October 15, 2021
| 3. | Continuity |
| The existing provisions of the Loan Agreement shall, except as amended in this Amendment Agreement, continue in full force and effect, and shall be read and construed as one document together with this Amendment Agreement. |
| 4. | Term of this Amendment Agreement |
| This Amendment Agreement shall enter into force upon signature by all Parties and shall automatically end upon termination of the Loan Agreement. |
| 5. | Miscellaneous |
| Section 12 of the Loan Agreement shall apply to this Amendment Agreement. |
| 6. | Applicable law and jurisdiction |
| This Amendment Agreement shall in all respects be governed by and construed in accordance with Swiss law under the exclusion of its private international law provisions and international treaties. |
| Any dispute, controversy or claim arising out of, or in relation to, this con-tract, including the validity, invalidity, breach, or termination thereof, shall be subject to the exclusive jurisdiction of the courts of Zug, Canton of Zug, Switzerland. |
[signature page to follow]
4
Amendment to the Loan Agreement dated as of October 15, 2021
| Lender 1 | ||
| Signature: | /s/ Mark Lampert | |
| Name: | Mark Lampert | |
| Title: | Chief Executive Officer BVF I GP LLC, itself General Partner of Biotechnology Value Fund, L.P. | |
| Lender 2 | ||
| Signature: | /s/ Mark Lampert | |
| Name: | Mark Lampert | |
| Title: | Chief Executive Officer BVF II GP LLC, itself General Partner of Biotechnology Value Fund II, L.P. |
| Lender 3 | ||
| Signature: | /s/ Mark Lampert | |
| Name: | Mark Lampert | |
| Title: | President BVF Inc., General Partner of BVF Partners L.P., itself sole member of BVF Partners OS Ltd., itself GP of Biotechnology Value Trading Fund OS, L.P. |
| Borrower | ||
| MoonLake Immunotherapeutics AG | ||
| Signature: | /s/ Jorge Santos da Silva | |
| Name: | Jorge Santos da Silva | |
| Title: | CEO | |
| Signature: | /s/ Matthias Bodenstedt | |
| Name: | Matthias Bodenstedt | |
| Title: | CFO | |
5
