RYVU Therapeutics S.A. — M&A Activity 2022

Nov 30, 2022

Disclosureof delayed confidential information regarding the start of negotiationsand the non-binding determination of the key terms of a potentialcollaboration

The Management Board of RyvuTherapeutics S.A. with its registered office in Krakow, Poland(_quot;Company_quot;, _quot;Ryvu_quot;)disclosesthe informationregardingthestartof negotiations andthenon-bindingdetermination of the key terms of a potential collaboration withBioNTech SE with its registered office in Mainz, Germany, the publicdisclosure of which was delayed on November 4, 2022.

Content of delayed information:

_quot;The Management Board of Ryvu Therapeutics S.A. withits registered office in Kraków, Poland (_quot;Issuer_quot;, _quot;Company_quot;) informs ofstarting of negotiations and the non-binding determination on 4 November2022 of the key terms of a potential research collaboration withBioNTech SE with its registered office in Mainz, Germany (_quot;BioNTech_quot;)and granting by the Company of an exclusive license to BioNTech (the_quot;Collaboration_quot;), and the acquisition by BioNTech of shares of theIssuer (the _quot;Investment_quot;). The key terms of the potential Collaborationand Investment are as follows:

1._#160;_#160;_#160;_#160;_#160;1)The Company and BioNTech will conductan exclusive research and development collaboration regarding multiplenovel small molecules in the immunomodulation area (_quot;BioNTech ExclusiveTargets_quot;);

2._#160;_#160;_#160;_#160;_#160;_#160;2)The Company willgrant BioNTech an exclusive license to develop and commercialize Ryvu's_#160;STING agonist portfolio as standalone smallmolecules and an exclusive right to license, on an exclusive basis, todevelop and commercializeBioNTechExclusive Targets, for a one-off upfront payment of EUR 20 million;

3._#160;_#160;_#160;_#160;_#160;_#160;3)TheCompanywill be eligible to receive furtherpayments, the amount of which will depend, i.a., on results ofdevelopment conducted under the Collaboration, results ofcommercialisation and revenues from the sale of products licensed underthe Collaboration, up to an aggregate amount of EUR 876,2 million. Inaddition, the Issuer will be entitled to receive royalties at the levelof a low single-digit percentage from the sales of drugs containingcompounds covered by the Collaboration.

4._#160;_#160;_#160;_#160;_#160;_#160;4)The costs of the research conductedunder the Collaboration will be covered by BioNTech;

5._#160;_#160;_#160;_#160;_#160;_#160;5)Additionaly, BioNTech will acquireshares of the Issuer for a total price of EUR 20 million, at a price pershare equal to the lower of the following: (1) the final price of seriesJ shares for institutional investors, as determined in the book-buildingprocess, or (2) an amount equal to 120% of the volume-weighted averageprice of the Issuer's shares in the period from 26 October 2022 to thedate of conclusion of the agreement setting out the binding terms of theInvestment. BioNTech will undertake not to acquire or dispose any sharesof the Company for a period of 12 months following closing of theabovementioned transaction, subject to exceptions specified;

6._#160;_#160;_#160;_#160;_#160;6)_#160;Theinitial collaboration term is five years and can be mutually prolongedby both parties.

7._#160;_#160;_#160;_#160;_#160;_#160;7)The final structure of theCollaboration will be determined after the completion of negotiations,in particular after due diligence by the Issuer;

8._#160;_#160;_#160;_#160;_#160;_#160;8)The above determinations are notbinding on either party and the parties may withdraw from thenegotiations at any time.

The Management Board of the Company has consideredthe above informationbesignificant because ofthe broad scopeof the potential Collaboration with one of the largest and mostsuccessfulbiopharmacompaniesin Europe and the total value of remuneration potentially due to theIssuer under the Collaboration, as well as due to the significant amountof the potential Investment."

In the Management Board's opinion, disclosure ofinformation on start of negotiations and the non-binding determinationon 4 November 2022 of the key terms of a potential collaboration withBioNTech during the negotiation process, before the final provisions ofthe agreements are detailed, could violate the legitimate interests ofthe Company and negatively affect the course of negotiations and theterms of the transaction, as well as, in the case of the lack of successof the ongoing negotiations, mislead market participants. In addition,the delay in disclosure of information, in the Management Board'sopinion, did not mislead the public, and the Company has taken measuresto protect the confidentiality of confidential information.