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

Nov 30, 2022

Executionof an exclusive Research Collaboration Option and Exclusive LicenseAgreement and Equity Investment Agreement with BioNTech SE

The ManagementBoard of Ryvu Therapeutics S.A. with its registered office in Krakow,Poland (_quot;Company_quot;, _quot;Ryvu_quot;)informs that on November 29,2022 Ryvu entered into an exclusive research collaboration and licenseagreement (_quot;License Agreement_quot;) and equity investmentagreement (_quot;Investment Agreement_quot;) (together _quot;Agreements_quot;)with BioNTech SE with its registered office in Mainz, Germany (_quot;BioNTech_quot;).The multi-target research collaboration will comprise several smallmolecule immunotherapy programs, as well as an exclusive license forRyvu's STING agonist portfolio as standalone small molecules. Theinitial collaboration term is five years and can be mutually prolongedby both parties.

Under the termsof the License Agreement, BioNTech will pay Ryvu an upfront fee of EUR20 million (PLN 93.626.000convertedat the average exchange rate of the NBP for November, 29 2022, EUR 1 =PLN 4,6813) in exchange for the global,exclusive license to develop and commercialize Ryvu's STING agonistportfolio as standalone small molecules, including as monotherapy and intherapeutic combinations; and for the right to license on an exclusivebasis multiple small molecule programs("BioNTech Exclusive Targets")as part of a multi-target research collaboration.Thegoal of the collaboration is generation of drug candidates to be furtherdeveloped in pre-clinical studies and clinical trials, and eventuallywith the goal of producing an approved licensed product.BioNTech Exclusive Targets will be in thefield of immunomodulation, and may be relevant for the treatment ofoncology, immunology, or other disorders where modulation of immunecells could be therapeutically beneficial.

Moreover, untilthe fifth anniversary of the effective date of this Agreement or theselection of multiple BioNTech Exclusive Targets, whichever comes first,BioNTech will have the right of the first negotiation regarding anynon-partnered, immune modulation target in Ryvu's portfolio.

Under the LicenseAgreement BioNTech will fund all discovery, research and developmentactivities under the multi-target research collaboration. Ryvu will beeligible to receive success-based development, regulatory andcommercialization milestones, as well as low single-digit royalties onthe annual net sales of any products that are successfullycommercializedandcontain a stand-alone STING compound or any compound directed to a givenBioNTech Exclusive Target that is developed under the Agreement.Ryvu will be eligible to receive potential maximum milestone payments ofup to EUR 876,2 million (PLN 4.101.755.060convertedat the average exchange rate of NBP for 29, November 2022, EUR 1 = PLN4,6813). The Management Board emphasizes thatthe above amount is the maximum amount possible to obtain (bio-eurovalue), while the amount of revenues that Ryvu will actually obtain fromthe Licence Agreement will depend on the progress of scientific researchand clinical trials, the success of the registration process and thelevel of revenue from sales of the potential drugs achieved by BioNTechor its licensee. Moreover, the timeline for achieving the milestones andreceiving the above potential payments are unknown at this time and notin the near future.

Under theInvestment Agreement BioNTech has committed to invest EUR 20 million (convertedinto PLN at theaverage exchange rate of the National Bank of Poland on the daypreceding the placing by BioNTech of the subscription order inaccordance with the Investment Agreement)bysubscribing fornewseries J ordinary shares issued by the Company under the authorisedcapital and offered in a public offer, at a price of the lower of PLN48.86 i.e. twenty percent (20%) premium to the volume-weighted averageprice-per-share (VWAP) beginning on October 26, 2022 to the day beforethe execution of the Agreements or (ii) the final issue price of the newshares to be determined by the Management Board of the Company followingcompletion of a book-building process, applicable to institutionalinvestors. The Company undertook to allot to BioNTech such number ofSeries J Shares, that BioNTech will subscribe for, without reducing thesubscription order made by BioNTech.

BioNTechundertook not to dispose or acquire, directly or indirectly, shares orother securities convertible into shares from 29 November 2022 until thedate falling 12 months after the admission and introduction of theseries J shares to trading on the regulated market of the WSE (howevernot later than on 31 January 2024), subject to exceptions provided inthe Investment Agreement, including upon the Company's written consentto a transaction or upon termination of the Licence Agreement.

The other termsand conditions of the Investment Agreement and the License Agreement arein line with terms and conditions commonly used in such contracts.