|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/22 Addex Therapeutics Ltd. 20-F 12/31/21 113:13M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.03M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 86K
3: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 67K
Liquidation or Succession
4: EX-4.9 Instrument Defining the Rights of Security Holders HTML 39K
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 30K
8: EX-13.2 Annual or Quarterly Report to Security Holders HTML 31K
5: EX-12.1 Statement re: the Computation of Ratios HTML 33K
6: EX-12.2 Statement re: the Computation of Ratios HTML 34K
9: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 28K
10: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 28K
16: R1 Document and Entity Information HTML 109K
17: R2 Consolidated Balance Sheets HTML 97K
18: R3 Consolidated Statements of Comprehensive Loss HTML 85K
19: R4 Consolidated Statements of Changes in Equity HTML 86K
20: R5 Consolidated Statements of Cash Flows HTML 104K
21: R6 General information HTML 31K
22: R7 Summary of significant accounting policies HTML 82K
23: R8 Financial risk management HTML 112K
24: R9 Critical accounting estimates and judgments HTML 46K
25: R10 Segment information HTML 76K
26: R11 Cash and cash equivalents HTML 62K
27: R12 Other current assets HTML 43K
28: R13 Right-of-use assets HTML 81K
29: R14 Property, plant and equipment HTML 97K
30: R15 Non-current financial assets HTML 37K
31: R16 Payables and accruals HTML 40K
32: R17 Deferred income HTML 36K
33: R18 Share capital HTML 59K
34: R19 Share-based compensation HTML 225K
35: R20 Revenue from contract with customer HTML 37K
36: R21 Other income HTML 31K
37: R22 Operating costs HTML 52K
38: R23 Staff costs HTML 43K
39: R24 Taxes HTML 71K
40: R25 Retirement benefits obligations HTML 124K
41: R26 Finance result, net HTML 43K
42: R27 Loss per share HTML 41K
43: R28 Commitments and contingencies HTML 31K
44: R29 Related party transactions HTML 42K
45: R30 Events after the balance sheet date HTML 32K
46: R31 Summary of significant accounting policies HTML 126K
(Policies)
47: R32 Summary of significant accounting policies HTML 34K
(Tables)
48: R33 Financial risk management (Tables) HTML 99K
49: R34 Segment information (Tables) HTML 78K
50: R35 Cash and cash equivalents (Tables) HTML 63K
51: R36 Other current assets (Tables) HTML 41K
52: R37 Right-of-use assets (Tables) HTML 81K
53: R38 Property, plant and equipment (Tables) HTML 97K
54: R39 Non-current financial assets (Tables) HTML 37K
55: R40 Payables and accruals (Tables) HTML 39K
56: R41 Deferred income (Tables) HTML 35K
57: R42 Share capital (Tables) HTML 54K
58: R43 Share-based compensation (Tables) HTML 231K
59: R44 Operating costs (Tables) HTML 51K
60: R45 Staff costs (Tables) HTML 42K
61: R46 Taxes (Tables) HTML 70K
62: R47 Retirement benefits obligations (Tables) HTML 122K
63: R48 Finance result, net (Tables) HTML 42K
64: R49 Loss per share (Tables) HTML 39K
65: R50 Related party transactions (Tables) HTML 41K
66: R51 Summary of significant accounting policies - HTML 31K
Consolidation and Segments (Details)
67: R52 Summary of significant accounting policies - HTML 38K
Property, plant and equipment (Details)
68: R53 Summary of significant accounting policies - HTML 30K
Financial assets (Details)
69: R54 Summary of significant accounting policies - HTML 29K
Pension obligation (Details)
70: R55 Financial risk management (Details) HTML 70K
71: R56 Financial risk management - net debt (Details) HTML 50K
72: R57 Financial risk management - lease liabilities HTML 37K
(Details)
73: R58 Critical accounting estimates and judgments - HTML 42K
Share-based compensation (Details)
74: R59 Segment information (Details) HTML 59K
75: R60 Cash and cash equivalents (Details) HTML 52K
76: R61 Other current assets (Details) HTML 55K
77: R62 Right-of-use assets (Details) HTML 65K
78: R63 Property, plant and equipment (Details) HTML 59K
79: R64 Non-current financial assets (Details) HTML 32K
80: R65 Payables and accruals (Details) HTML 38K
81: R66 Deferred income (Details) HTML 32K
82: R67 Share capital (Details) HTML 136K
83: R68 Share-based compensation (Details) HTML 43K
84: R69 Share-based compensation - ESC (Details) HTML 45K
85: R70 Share-based compensation - ESC outstanding rights HTML 53K
(Details)
86: R71 Share-based compensation - Share option plans HTML 60K
(Details)
87: R72 Share-based compensation - Share options HTML 91K
outstanding (Details)
88: R73 Share-based compensation - Share options plans HTML 41K
assumptions (Details)
89: R74 Share-based compensation - Share purchase plan HTML 35K
(Details)
90: R75 Revenue from contract with customer (Details) HTML 81K
91: R76 Other income (Details) HTML 44K
92: R77 Operating costs (Details) HTML 50K
93: R78 Operating costs - Additional Information (Details) HTML 43K
94: R79 Staff costs (Details) HTML 40K
95: R80 Staff costs - Additional Information (Details) HTML 32K
96: R81 Taxes (Details) HTML 55K
97: R82 Taxes - Tax loss (Details) HTML 50K
98: R83 Retirement benefits obligations (Details) HTML 54K
99: R84 Retirement benefits obligations - Movement HTML 63K
(Details)
100: R85 Retirement benefits obligations - Plan assets HTML 43K
(Details)
101: R86 Retirement benefits obligations - Assumptions HTML 60K
(Details)
102: R87 Retirement benefits obligations - Contributions HTML 43K
and funding (Details)
103: R88 Retirement benefits obligations - Estimated HTML 42K
benefit payments (Details)
104: R89 Finance result, net (Details) HTML 40K
105: R90 Loss per share (Details) HTML 54K
106: R91 Commitments and contingencies - Capital HTML 32K
commitments and contingencies (Details)
107: R92 Related party transactions (Details) HTML 41K
108: R93 Events after the balance sheet date (Details) HTML 49K
111: XML IDEA XML File -- Filing Summary XML 206K
109: XML XBRL Instance -- tmb-20220310x20f_htm XML 3.30M
110: EXCEL IDEA Workbook of Financial Reports XLSX 135K
12: EX-101.CAL XBRL Calculations -- tmb-20220310_cal XML 194K
13: EX-101.DEF XBRL Definitions -- tmb-20220310_def XML 721K
14: EX-101.LAB XBRL Labels -- tmb-20220310_lab XML 1.61M
15: EX-101.PRE XBRL Presentations -- tmb-20220310_pre XML 1.16M
11: EX-101.SCH XBRL Schema -- tmb-20220310 XSD 288K
112: JSON XBRL Instance as JSON Data -- MetaLinks 415± 584K
113: ZIP XBRL Zipped Folder -- 0001104659-22-032171-xbrl Zip 670K
Exhibit 4.9
Certain confidential portions of this exhibit have been omitted and replaced with “[***].” Such identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
AMENDMENT
Whereas, Addex Pharma SA (“Addex”) and Indivior UK Limited (Co. No. 7183451) (“Indivior”) entered into an agreement to perform research on GABA B PAM on January 2, 2018 (hereinafter, Agreement) and an amendment dated October 30, 2020;
Whereas, Addex has conducted a funded research activity based on an agreed Research Plan (see Appendix 1D) over the period May 1, 2018 to April 30, 2021 and Indivior has paid $8.4 million in research funding;
Whereas, Addex has initiated a funded research activity based on an agreed Research Plan (see appendix 1E) which is expected to be conducted over the period [***] to [***]. As of May 31, 2021, total cumulative costs incurred since May 1, 2018 amount to CHF 8.7 million (see Appendix 1F).
Now Therefore, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged Addex and Indivior hereby agree as follows:
| 1. | Definitions. The definitions from the Agreement of January 2, 2018 and amendment dated October 30, 2020 between Addex and Indivior shall be used in this Amendment and are incorporated herein by reference. |
| 2. | Effective Date. The Effective Date of this Amendment shall be 1 May 2021. |
| 3. | Initial Research Term Extension. With reference to Article 3.3 of the Agreement, subject to the provisions of this Amendment Agreement, the Parties agree to extend the Research Term until 31 July 2022: |
| a. | As a contribution to the additional costs of the research as detailed in the Research Plan (see Appendix 1D) and budget (see Appendix 1A and Appendix 1B), Indivior shall pay to Addex the sum of seven hundred thousand Swiss Francs (CHF 700,000) within [***] of the signature of this amendment. The provisions of Section 6.9 of the Agreement shall apply to such payment. Addex shall provide an invoice for the payment due. |
| b. | As a contribution to the costs of the research as detailed in the Research Plan in Appendix 1E, Indivior shall reimburse Addex the sum of [***] in monthly installments based on activities completed by Addex starting on [***]. The provisions of Section 6.9 of the Agreement shall apply to such payment. Addex shall provide an invoice for the payment due. Indivior shall support some activities through direct payments to third parties with a budget of up to [***], arriving at a total budget of [***] for the Research Plan and detailed budget (see Appendix 1E and 1C). For the sake of clarity, the Parties agree that any Know-How or other |
intellectual property created by any Third Party with whom Indivior contracts or makes payments for the purposes of the Research Plan shall be Joint Improvements regardless of which Party contributed to such Know-How or intellectual property and any Patent Rights filed in respect of such Joint Improvements shall be Joint Patent Rights regardless of inventorship.
| c. | On or before [***], Addex shall deliver to Indivior a report that sets out all of their completed work to date on the compounds in the course of undertaking the Research Plan up to [***] and identifying those which Addex believes are suitable for further development. |
| d. | In the event that the costs of undertaking the Research Plan in Appendix 1E, exceed [***] the Parties shall discuss the funding of that part of the Research Plan that exceeds such cost and Addex shall not be in breach of the Agreement if it elects not to undertake any part of the Research Plan that would result in the costs incurred by it in the Research Plan exceeding [***]. |
| e. | In the event that Indivior does not select any Licensed Compounds on or before [***] the Agreement shall terminate in its entirety on [***] and the provisions of Section 10.2 of the Agreement shall not apply. |
| 4. | Remainder of Agreement. The provisions of Section 14 of the Agreement shall apply to this First Amendment and, save as specifically amended hereby, the Agreement of January 2, 2018 as amended on 30 October 2020 will remain in full force and effect. |
IN WITNESS WHEREOF, ADDEX and Indivior have caused this instrument to be executed in duplicate by their respective duly authorized officers.
| | |
| Indivior UK Limited. | |
| Date: | |
| | |
| By: | |
| Title: | |
| | |
| Addex Pharma SA | |
| Date: | |
| | |
| By: | |
| Title: | |
Appendices
Appendix 1A: CCS 1 Actuals and Forecast (Nov 2020 to Apr 2021)
Appendix 1B: Indivior Addex Research Agreement Funding Status as of Feb 28, 2021
Appendix 1C: CCS 2 Detailed Forecast (May to Nov 2021)
Appendix 1D: CCS 1 & CCS 2 Summary Working Plan (Nov 2020 to Oct 2021)
Appendix 1E: CCS 2 Detailed Working Plan (May to Oct 2021)
Appendix 1F: Indivior Addex Research Agreement Funding status as of May 31, 2021
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/10/22 | 6-K | ||
| For Period end: | 12/31/21 | |||
| 5/31/21 | ||||
| 4/30/21 | ||||
| 10/30/20 | ||||
| 5/1/18 | ||||
| 1/2/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/21 Addex Therapeutics Ltd. 6-K 12/17/21 6:650K Toppan Merrill/FA 6/30/21 Addex Therapeutics Ltd. 6-K 6/29/21 3:299K Toppan Merrill/FA 3/11/21 Addex Therapeutics Ltd. 20-F 12/31/20 109:12M Toppan Merrill-FA 12/14/20 Addex Therapeutics Ltd. F-1 6:4.7M Toppan Merrill-FA 1/14/20 Addex Therapeutics Ltd. F-1/A 4:3.9M Toppan Merrill-FA 12/18/19 Citibank, N.A./ADR F-6 3:513K Addex Therapeutics Ltd. E-Data Systems, Inc./FA 12/17/19 Addex Therapeutics Ltd. F-1 10:5.9M Toppan Merrill-FA |