CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
FIRST AMENDMENT TO FUNDING AGREEMENT
This First Amendment to Funding Agreement (this Amendment) is made and entered into as of October 11, 2018 (the First Amendment Effective Date), by and between Dermavant Sciences GmbH, a company organized under the laws of Switzerland (Dermavant), and NovaQuest Co-Investment Fund VIII, L.P. a limited partnership organized under the laws of Delaware, with a place of business at 4208 Six Forks Road, Suite 920 Raleigh, NC 27609 (NovaQuest).
A. Dermavant and NovaQuest previously entered into that certain Funding Agreement as of July 10, 2018 (the Agreement).
B. The Agreement provides that, among other things, in exchange for the NovaQuest Expense Sharing Payment, Dermavant will pay NovaQuest specified Quarterly Interest Payments and Sales Milestone Interest Payments.
C. The Parties wish to amend the Agreement to provide for (i) the making of an additional expense sharing payment by NovaQuest, (ii) an increase to the Quarterly Interest Payments and Sales Milestone Interest Payments commensurate with the additional expense sharing payment, and (iii) certain other modifications to effect the foregoing.
NOW, THEREFORE, the parties agree as follows:
1. Capitalized Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
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The definition of Closing is amended in its entirety to read as follows:
Closing has the meaning set forth in Section 2.3(a) (Closing).
| ||b. || |
A new defined term First Subsequent Closing is added between the definitions of FDA and Fiscal Quarter and reads as follows:
First Subsequent Closing has the meaning set forth in Section 2.3(b) (Closing).
| ||c. || |
The definition of Non-Technical Termination Payment is amended in its entirety to read as follows:
Non-Technical Termination Payment means (i) one hundred million dollars ($100,000,000), plus an amount equal to the Applicable Rate (compounded annually), starting on the Closing Date and ending on the date on which such Non-Technical Termination Payment is delivered to NovaQuest in accordance with Section 3.2(c)(iii) (Effect of Program Termination) plus (ii) seventeen million, five hundred thousand dollars ($17,500,000), plus an amount equal to the Applicable Rate (compounded annually), starting on the first Subsequent Closing Date and ending on the date on which such Non- Technical Termination Payment is delivered to NovaQuest in accordance with Section 3.2(c)(iii) (Effect of Program Termination), minus (iii) any amounts paid to NovaQuest pursuant to Section 4.1(a)(Quarterly Interest Payments) on or prior to the date on which such Non-Technical Termination Payment is delivered to NovaQuest.