EX-10.3



 Exhibit 10.3 
  





 
 1 

AMENDMENT AGREEMENT 
 with
regard to 
 PHARVARIS B.V. 

for the amended terms and conditions of the subscription of the 

Series B-1 Preferred Shares and Series B-2 Preferred Shares in
the Company 








 



 
  

 THIS AMENDMENT AGREEMENT is entered into on 29 July 2020 and made between: 

 

	1.	 Pharvaris B.V., a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), having its corporate seat in Leiden, The Netherlands (address: J.H. Oortweg 21, 2333 CH Leiden, the Netherlands, trade register number: 64239411) (the “Company”); 



 

	2.	 Foresite Capital Fund IV, L.P., a limited partnership under the laws of the state of Delaware,
the United States of America, having its registered office at 600 Montgomery Street, Suite 4500, San Francisco, CA 94111 (“Foresite”); 


  

	3.	 Bain Capital Life Sciences Fund, L.P., an exempted limited partnership formed and registered under the
laws of the Cayman Islands, having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered with the Cayman Islands Registrar of Exempted Limited Partnerships
(registration number 87418) (“Bain Capital”); 


  

	4.	 BCIP Life Sciences Associates, LP, a limited partnership formed under the laws of the state of Delaware,
the United States of America, having its registered office at Suite 302, 4001 Kennett Pike, Wilmington, Delaware, 19807 and registered with the Secretary of State of the State of Delaware (registration number 6201990)
(“BCIP”, and together with Bain Capital, “Bain”) 


  

	5.	 venBio Global Strategic Fund III, L.P., a Cayman Limited Partnership under the laws of the Cayman
Islands (registration number Cert #WC-95981), having its registered office at 1700 Owens Street Suite 595 San Francisco, CA 94158 (“venBio”); 



 

	6.	 Venrock Healthcare Capital Partners III, L.P., a limited partnership formed under the laws of the state
of Delaware, having its registered office at 3340 Hillview Avenue, Palo Alto, CA 94304 (“Venrock-1”) and VHCP Co-Investment Holdings III, LLC, a
limited liability company formed under the laws of the state of Delaware, having its registered office at 3340 Hillview Avenue, Palo Alto, CA 94304 (“Venrock-2” and, together with Venrock-1, “Venrock”), 


  

	7.	 LSP V Cooperatieve U.A., a co-operative (coöperatie met
uitgesloten aansprakelijkheid) organized and existing under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands with address at Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands, registered with the Trade Register
of the Chamber of Commerce under file number 61888575 (“LSP V”); 










 



 
  


	8.	 KURMA BIOFUND II, a private equity fund formed and existing under the laws of France, duly managed and
represented by its management company Kurma Partners S.A., a limited company, with registered office at 247 Rue Royale, 75008, Paris (France), incorporated under the laws of France and registered with the Trade and Companies Registry of
Paris, under number 510 043 136, acting on behalf of and representing (“Kurma”); and 


  

	9.	 (i) Objectif Innovation Patrimoine n°9
(“Idinvest-1”), (ii) Idinvest Patrimoine n°6 (“Idinvest-2”), (iii) Objectif Innovation 2019
(“Idinvest-3”) and (iv) Idinvest Patrimoine 2019 (“Idinvest-4”), each of the foregoing being private equity
funds formed and existing under the laws of France, duly managed and represented by its management company Idinvest Partners S.A., a limited company, with registered office at 117 Avenue des Champs Elysees, 75008, Paris (France),
incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number 414 735 175 (“Idinvest Partners”), (which shall for the purpose of this Agreement be considered as one Party, and
hereinafter collectively referred to as “Idinvest”), 


 the parties under number 2 through 9 are
collectively referred to as the “Series B Investors” and the “Subscribers” and each individually as a “Series B Investor” and a “Subscriber”; and the parties under 1
through 9 collectively referred to as the “Parties” and each individually as a “Party”. 
 WHEREAS 

 

	A.	 On 26 July 2019, the Company and the Series B Investors entered into a share subscription agreement
with regard to the subscription of Series B-1 Preferred Shares and Series B-2 Preferred Shares in the Company (the “Share Subscription Agreement”). The
Share Subscription Agreement is attached to this Amendment Agreement as Annex A. 


  

	B.	 On 1 August 2019, the First Closing (as defined in the Share Subscription Agreement) took place
pursuant to which the Series B-1 Preferred Shares were issued to the Series B Investors as referred to in Clause 2.1.3 of the Share Subscription Agreement. 



 

	C.	 Pursuant to Clause 2.1.4 under (i) and (j) of the Share Subscription Agreement, Idinvest-1 and Idinvest-2 shall at the Milestone Closing subscribe for, acquire and pay up the Series B-2 Preferred Shares. However,
Idinvest has indicated to the other Parties that it wishes that its Affiliates Idinvest-3 and Idinvest-4 subscribe for, acquire and pay up the Series B-2 Preferred Shares at the Milestone Closing. 










 



 
  


	D.	 The Parties therefore wish to enter into this amendment agreement (the “Amendment
Agreement”) in order to amend certain terms of the Share Subscription Agreement. 


  

	E.	 The Parties have agreed to the proposed amendments to the Share Subscription Agreement as set out in
this Agreement. 


 IT IS AGREED as follows: 
  

	1	 INTERPRETATION 


  

	1.1	 Construction 


  


	 	a.	 Unless the context otherwise requires or unless otherwise defined in this Amendment Agreement, words and
expressions defined in the Share Subscription Agreement have the same meaning when used in this Amendment Agreement. 


  

	 	b.	 Clause 1 (Definitions and Interpretation) of the Share Subscription Agreement applies mutatis
mutandis to this Amendment Agreement. 


  

	2	 AMENDMENTS TO THE SHAREHOLDERS AGREEMENT 



 

	2.1	 Amendment of the Party ‘Idinvest’ 



 

	2.1.1	 The Parties agree that number 9 of the introduction to the Share Subscription Agreement shall be replaced by
the following wording: 


 “ 
  

	 	9.	 (i) Objectif Innovation Patrimoine n°9
(“Idinvest-1”), (ii) Idinvest Patrimoine n°6 (“Idinvest-2”), (iii) Objectif Innovation 2019
(“Idinvest-3”) and (iv) Idinvest Patrimoine 2019 (“Idinvest-4”), each of the foregoing being private equity
funds formed and existing under the laws of France, duly managed and represented by its management company Idinvest Partners S.A., a limited company, with registered office at 117 Avenue des Champs Elysees, 75008, Paris (France),
incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number 414 735 175, (which shall for the purpose of this Agreement be considered as one Party, and hereinafter collectively referred to as
“Idinvest”),” 










 



 
  


	2.2	 Amendment of Clause 2.1.1 



 

	2.2.1	 The Parties agree that Clause 2.1.1 under (i) and (j) of the Share Subscription Agreement shall be
replaced by the following wording: 


 “ 
  

	 	i.	 Idinvest-1 subscribing to Series
B-1 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 410,602.55; 


  

	 	j.	 Idinvest-2 subscribing to Series
B-1 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 346,974.47;” 


  

	2.2.2	 The Parties agree that the following wording shall be added to Clause 2.1.1 of the Share Subscription
Agreement: 


 “ 
  

	 	k.	 Idinvest-3 subscribing to Series
B-2 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 567,784.72; and 


  

	 	l.	 Idinvest-4 subscribing to Series
B-2 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 674,632.61,” 


  

	2.2.3	 The Parties agree that Clause 2.1.1 of the Share Subscription Agreement shall be replaced by the following
wording: 


 “the total price to be paid under (a) through (l), the “Subscription Price”.”

  

	2.3	 Amendment of Clause 2.1.4 



 

	2.3.1	 The Parties agree that Clause 2.1.4 under (i) and (j) of the Share Subscription Agreement shall be
replaced by the following wording: 


 “ 
  

	 	i.	 Idinvest-3 shall subscribe for, acquire and pay up 64,350 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 567,784.72; and 



 

	 	j.	 Idinvest-4 shall subscribe for, acquire and pay up 76,460 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 674,632.61, 



the Series B-2 Preferred Shares to be issued as referred to in this Clause 2.1.4 under (a) through
(j) together the “Milestone Tranche Shares” (the “Milestone Closing”).” 








 



 
  


	3	 FINAL PROVISIONS 



 

	3.1.1	 Save as amended and varied pursuant to Clause 2 above, the terms and conditions of the Share Subscription
Agreement shall remain unaffected and shall apply to each Party. Any reference in the Share Subscription Agreement to “this Agreement” shall be deemed to be a reference to the Share Subscription Agreement as amended by this Amendment
Agreement. 


  

	3.1.2	 Without prejudice to clause 3.1.1, the provisions of Clause 7.8 (No rescission), Clause 7.9
(Counterparts), Clause 7.13 (Governing Law) and Clause 7.14 (Disputes) shall also apply with respect to this Amendment Agreement. 



This Amendment Agreement has been entered into on the date stated at the beginning of this Amendment Agreement. 

(signature pages follow) 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	COMPANY:
	
	PHARVARIS B.V.
		
	By:	 	/s/ B.A.E. Modig
	Name:	 	B.A.E. Modig
	Title:	 	CEO
		
	 Address:
	 	 Pharvaris B.V.

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

Attn: B.A.E. Modig



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	FORESITE CAPITAL FUND IV, L.P.
	
	By: Foresite Capital Management IV, LLC, its General Partner
		
	By:	 	/s/ Dennis D. Ryan
	Name:	 	Dennis D. Ryan
	Title:	 	Chief Financial Officer
		
	Address:	 	 Foresite Capital Fund IV, L.P.
 600
Montgomery Street
 Suite 4500
 San Francisco, CA 94111

The United States
 Attn: Michael Rome



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	BAIN CAPITAL LIFE SCIENCES FUND, L.P.
	
	By: Bain Capital Life Sciences Partners, L.P., its General Partner
	
	By: Bain Capital Life Sciences Investors, LLC, its General partner
		
	By:	 	/s/ Jeffrey Schwartz
	Name:	 	Jeffrey Schwartz
	Title:	 	Managing Director
		
	Address:	 	 Bain Capital Life Sciences Fund, L.P.
 200
Clarendon Street Boston, MA 02116
 The United States
 Attn:
Ricky Sun



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	BCIP LIFE SCIENCES ASSOCIATES, L.P.
	
	By: Boylston Coinvestors, LLC
	Its General Partner
		
	By:	 	/s/ Jeffrey Schwartz
	Name:	 	Jeffrey Schwartz
	Title:	 	Authorized Signatory
		
	Address:	 	 BCIP Life Sciences Associates, LP
 200
Clarendon Street Boston, MA 02116
 The United States
 Attn:
Ricky Sun



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	VENBIO GLOBAL STRATEGIC FUND III, L.P.
	By: venBio Global Strategic GP III, L.P., its General Partner
	
	By: venBio Global Strategic GP III, Ltd, its General Partner
		
	By:	 	/s/ Richard Gaster
	Name:	 	Richard Gaster
	Title:	 	Partner
		
	Address:	 	 venBio Global Strategic Fund III, L.P.
 1700
Owens Street Suite 595 San Francisco, CA 94158,
 United States of America

Attn: Richard Gaster



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	LSP V COÖPERATIEVE U.A.
	
	By: LSP V Management B.V.
		
	By:	 	/s/ Martijn Kleijwegt
	Name: Martijn Kleijwegt
	Title: Director


 
			
		
	By:	 	/s/ René Kuijten
	Name: René Kuijten
	Title: Director


 
			
		
	Address:	 	 LSP V Coöperatieve U.A.

Johannes Vermeerplein 9

1071 DV Amsterdam
 the
Netherlands
 Attn: Bas Vaessen



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	KURMA BIOFUND II
	
	By: KURMA PARTNERS S.A.
		
	By:	 	/s/ Rémi Droller
	Name: Rémi Droller
	Title: Managing Partner


 
			
		
	 Address:
	 	 KURMA BIOFUND II
 24 Rue Royale,

75008, Paris
 France

Attn: Remi Droller



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	VENROCK HEALTHCARE CAPITAL
PARTNERS III, L.P.
	
	By: VHCP Management III, LLC, its
General Partner
		
	By:	 	 /s/ David L. Stepp

	 Name: David L. Stepp

	 Title: Authorized
Signatory



 
			
		
	Address:	 	 Venrock Healthcare Capital Partners III, L.P.

3340 Hillview Avenue

Palo Alto, CA 94304

Attn: Sherman Souther



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	VHCP CO-INVESTMENT HOLDINGS III, LLC
	
	By: VHCP Management III, LLC, its Manager
		
	By:	 	 /s/ David L. Stepp

	Name: David L. Stepp
	Title: Authorized Signatory


 
			
		
	 Address:
	 	 VHCP Co-Investment Holdings III, LLC

3340 Hillview Avenue
 Palo Alto, CA 94304

Attn: Sherman Souther



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

			
	INVESTORS:
	
	 OBJECTIF INNOVATION PATRIMOINE N°9

IDINVEST PATRIMOINE N°6
 IDINVEST PATRIMOINE
2019
 OBJECTIF INNOVATION 2019

	
	By: Idinvest Partners S.A., its General Partner
		
	By:	 	/s/ Benoist Grossmann
	Name: Benoist Grossmann
	Title: Managing Partner


 
			
		
	 Address:
	 	 117 Avenue des Champs-Elysées
 75008,
Paris
 France

Attn: Gaston Samele



 SIGNATURE PAGE TO PHARVARIS B.V. 

AMENDMENT AGREEMENT 








 



 
  

 ANNEX A – SHARE SUBSCRIPTION AGREEMENT