UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

VectivBio Holding AG

(Name of Subject Company)

VectivBio Holding AG

(Name of Person Filing Statement)

Ordinary Shares, nominal value of CHF 0.05 per share

(Title of Class of Securities)

H9060V101

(CUSIP Number of Class of Securities)

Luca Santarelli, M.D.

Chief Executive Officer

Aeschenvorstadt 36

4051 Basel

Switzerland

Tel: +41 615513030

Email: luca.santarelli@vectivbio.com

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Table of Contents

i

(a) Name and Address.

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Schedule 14D-9”) relates is VectivBio Holding AG, a Swiss stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (“VectivBio” or the “Company”). The address of the principal executive offices of VectivBio is Aeschenvorstadt 36, 4051 Basel, Switzerland, and its telephone number at its principal executive offices is +41 61 551 30 30. In this Schedule 14D-9, “we,” “us,” “our,” “Company” and “VectivBio” refer to VectivBio Holding AG.

(b) Securities.

The title of the class of equity securities to which this Schedule 14D-9 relates are the registered ordinary shares of VectivBio, nominal value of CHF 0.05 per share (the “Shares”). As of May 17, 2023, there were (i) 62,806,038 Shares issued and outstanding (including 284,430 Shares subject to a repurchase option of the Company (the “Restricted Shares”)), (ii) 8,342,954 Shares issuable upon the exercise of outstanding options to acquire Shares (the “Options”), (iii) 536,534 Shares issuable upon vesting and settlement of restricted share unit (“RSU”) awards, (iv) 324,190 Shares issuable on an as if exercised basis upon exercise of outstanding warrants to purchase Shares (the “Warrants”), (v) 606,887 Shares issuable on an as if converted basis upon conversion of a convertible loan, and (vi) 4,585,752 Shares held in treasury by the Company.

(a) Name and Address.

The name, address and telephone number of VectivBio, which is the person filing this Schedule 14D-9, are set forth above under “Item 1. Subject Company Information—Name and Address” above.

(b) Tender Offer.

This Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2023 (together with any amendments and supplements thereto, the “Schedule TO”) by Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Ironwood”). The Schedule TO relates to the tender offer to acquire all of the outstanding Shares at an offer price of $17.00 per Share in cash, net (but subject to deduction for any applicable withholding taxes) to the shareholders of the Company (the “Offer Price”), subject to the terms and conditions set forth in the Offer to Purchase, dated May 31, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”).

The Offer to Purchase and the Letter of Transmittal are being mailed to VectivBio’s shareholders together with this Schedule 14D-9 and are filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and are incorporated herein by reference.

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The Offer is being made pursuant to the Transaction Agreement dated as of May 21, 2023 (as it may be amended or supplemented from time to time, the “Transaction Agreement”), between Ironwood and VectivBio. A more complete description of the Transaction Agreement can be found in Section 11 (The Transaction Agreement; Other Agreements) of the Offer to Purchase and a copy of the Transaction Agreement has been filed as Exhibit (e)(1) to this Schedule 14D-9 and each is incorporated herein by reference.

The Transaction Agreement and Support Agreements (as defined below) are collectively referred to as the “Transaction Documents.”

The Transaction Agreement provides, among other things, that subject to the terms and conditions of the Transaction Agreement, including the satisfaction or waiver of all of the conditions of the Offer, as soon as practicable after the Expiration Date, Ironwood will consummate the Offer in accordance with its terms, and promptly irrevocably accept for payment (the time of such acceptance, the “Acceptance Time”) and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.

The Transaction Agreement also provides that at the Acceptance Time, each Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Acceptance Time shall be canceled and, in exchange therefor, Ironwood shall pay to each former holder of any such canceled Option promptly following the Acceptance Time an amount in cash (without interest, and subject to deduction for any applicable withholding taxes and social security contributions) equal to the product, rounded down to the nearest cent, of (i) the excess, if any, of the Offer Price over the exercise price per Share of such Option and (ii) the number of Shares subject to such Option. If the exercise price per Share of any Option is equal to or greater than the Offer Price, such Option shall be automatically canceled for no consideration and shall have no further force or effect.

The Transaction Agreement also provides that the board of directors (the “Board”) of VectivBio shall take all actions necessary to provide that, subject to the occurrence of the Acceptance Time each Restricted Share that is outstanding immediately prior to the Acceptance Time shall (i) automatically become fully vested in accordance with the terms of the applicable restricted share purchase agreements between VectivBio and holders of such Restricted Shares, (ii) be treated as fully vested five (5) business days prior to the Acceptance Time by lifting any applicable transfer restrictions and removing any restrictive legends only for purposes of enabling each holder of Restricted Shares to tender such Restricted Shares in the Offer, (iii) be subject to an obligation of such holder to tender (and not withdraw) in the Offer, and (iv) unless otherwise required by applicable law, be treated the same as all other Shares in accordance with the terms and conditions of the Offer (including prompt payment without any escrow mechanics, and further including subject to deduction for any applicable withholding taxes).

The Transaction Agreement also provides that at the Acceptance Time, each RSU award that is outstanding immediately prior to the Acceptance Time shall automatically become fully vested and shall be canceled and, in exchange therefor, Ironwood shall pay to each former holder of any such canceled RSU award promptly after the Acceptance Time an amount in cash (without interest, and subject to deduction for any applicable withholding taxes and social security contributions) equal to the product, rounded down to the nearest cent, of (i) the Offer Price and (ii) the number of Shares subject to such RSU award as of immediately prior to the Acceptance Time.

Promptly following the Acceptance Time, Ironwood shall cause the paying agent to pay the Company an amount equal to all payments required to be made to former holders of each Option and RSU award. Ironwood shall cause the Company to make all payments to former holders of Options and RSU awards required as promptly as practicable following the Acceptance Time and all such payments (other than with respect to any consultant or independent contractor) shall be paid through the payroll system or payroll provider of the Company or its applicable affiliate, subject to deduction of any applicable salary withholding or other taxes and social security contributions.

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The Transaction Agreement also provides that at the Acceptance Time, each Warrant that is outstanding immediately prior to the Acceptance Time shall be canceled and, in exchange therefor, Ironwood shall pay to each former holder of any such canceled Warrant an amount in cash (without interest, and subject to deduction for any applicable withholding taxes) equal to (x) the product, rounded down to the nearest cent, of (i) the Offer Price and (ii) the number of Shares subject to such Warrant as of immediately prior to the Acceptance Time minus (y) the aggregate exercise price of all of the Shares subject to the Warrants, promptly after the Acceptance Time and simultaneously with payment of the Offer Price.

As a result of the closing of the Offer, all drawn amounts under the Term Loan Agreement, dated March 26, 2022, by and among the Company, Kreos Capital VI (UK) Limited (“Kreos UK”) and the other parties thereto, as amended (the “Term Loan Agreement”), will be fully repaid by Ironwood on the Offer closing date and the Term Loan Agreement will be canceled. All drawn and certain undrawn amounts under the Convertible Loan Agreement, dated March 26, 2022, by and among the Company, Kreos UK and the other parties thereto, as amended (the “Convertible Loan Agreement”), will be cashed out on an “as if converted” basis and the Convertible Loan Agreement will be canceled. Warrants will be “cash canceled” and the existing warrant agreements will be canceled. Security taken in relation to these agreements will be released on the Offer closing date.

The initial expiration date of the Offer is one minute following 11:59 p.m., Eastern Time, on June 28, 2023, unless extended or earlier terminated as permitted by the Transaction Agreement (such time or such subsequent time to which the expiration of the Offer is extended in accordance with the Transaction Agreement, the “Expiration Date”).

The foregoing summary of the Offer and Transaction Documents is qualified in its entirety by the descriptions contained in the Offer to Purchase, the terms of the Transaction Documents and the Letter of Transmittal.

According to the Offer to Purchase, the principal executive office of Ironwood is 100 Summer Street, Suite 2300, Boston, Massachusetts, 02110, and the telephone number at such principal office is (617) 621-7722.

Information relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and related documents and this Schedule 14D-9, can be found on the SEC’s website at www.sec.gov, or on the investor relations section of VectivBio’s website at https://www.vectivbio.com/investor-relations.

Except as set forth or incorporated by reference in this Schedule 14D-9, to VectivBio’s knowledge, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings, or any actual or potential conflicts of interest between (i) VectivBio or any of its affiliates, on the one hand, and (ii) (a) any of its executive officers, directors or affiliates, or (b) Ironwood or any of its executive officers, directors or affiliates, on the other hand.

The Board was aware of all such agreements, arrangements or understandings and any actual or potential conflicts of interest and considered them along with other matters described below under “Item 4. The Solicitation or Recommendation—Reasons for Recommendation.”

(a) Arrangements between VectivBio and its Executive Officers, Directors and Affiliates.

In considering the recommendation of the Board to tender Shares in the Offer, shareholders of VectivBio should be aware that VectivBio’s executive officers, members of the Board and affiliates may be considered to have interests in the execution and delivery of the Transaction Agreement and the Offer that may be different from or in addition to those of shareholders of VectivBio, generally. The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Transaction Agreement and the Offer. As described in more detail below, these interests include:

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Outstanding Shares Held by Directors and Executive Officers

The information set forth in Section 11 (The Transaction Agreement; Other Agreements) of the Offer to Purchase is incorporated herein by reference.

Pursuant to the Support Agreements, the executive officers and directors of VectivBio who owned Shares as of May 17, 2023 are required, subject to certain exceptions, to tender their Shares pursuant to the Offer, and in connection with the tender of such Shares they will receive the same cash consideration on the same terms and conditions as the other shareholders of VectivBio. As of May 17, 2023, the executive officers and directors of VectivBio beneficially owned, in the aggregate, 2,836,267 Shares (including Restricted Shares, but excluding Shares issuable upon exercise of Options and Shares issuable upon vesting and settlement of RSU awards, and the aggregate transaction consideration payable for such shares), representing approximately 4.52% of the then outstanding Shares.

The following table sets forth, for each of VectivBio’s executive officers and directors as of May 17, 2023: (i) the aggregate number of Shares beneficially owned (including Restricted Shares, but excluding Shares issuable upon the exercise of Options and Shares issuable upon vesting and settlement of RSU awards); (ii) the number of Restricted Shares beneficially owned, included in the number of Shares beneficially owned under item (i); (iii) the aggregate cash consideration that would be payable for such aggregate number of Shares pursuant to the Offer based on the Offer Price; and (iv) the aggregate cash consideration that would be payable for such number of Restricted Shares pursuant to the Offer based on the Offer Price, included in the aggregate cash consideration under item (iii):

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Treatment of Options and RSU Awards

The information set forth in Section 11 (The Transaction Agreement; Other Agreements) of the Offer to Purchase is incorporated herein by reference. The table below sets forth, for each of VectivBio’s executive officers and directors as of May 17, 2023, (i) the aggregate number of Shares subject to Options, (ii) the number of Shares subject to unvested Options, included in the number of Shares subject to Options under item (i), (iii) the aggregate exercise price of such Options, and (iv) the value of cash amounts payable in respect of such Options on a pre-tax basis at the Acceptance Time, calculated by multiplying (x) the total number of Shares subject to such Options as of immediately prior to the Acceptance Time, by (y) the excess of (1) the Offer Price over (2) the exercise price payable per Share under such Options.

The table below sets forth, for each of VectivBio’s executive officers and directors as of May 17, 2023: (i) the aggregate number of Shares subject to RSU awards, and (ii) the value of cash amounts payable in respect of such RSU awards on a pre-tax basis at the Acceptance Time, calculated by multiplying (x) the total number of Shares subject to such RSU awards as of immediately prior to the Acceptance Time, by (y) the Offer Price.

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Treatment of VectivBio’s 2021 Employee Share Purchase Plan

VectivBio has not established any Offerings (as defined in the ESPP) or Purchase Periods (as defined in the ESPP) under the VectivBio 2021 Employee Share Purchase Plan (the “ESPP”) and will not do so after the date of the Transaction Agreement. In accordance with the Transaction Agreement, the Board resolved to terminate the ESPP, subject to the occurrence of, and effective as of, the Acceptance Time.

Potential Payments and Benefits upon Termination or Change in Control

Regardless of the manner in which an executive officer’s service terminates, VectivBio’s executive officers are entitled to receive accrued but unpaid salary earned during her or his term of service, any unreimbursed business expenses, in accordance with VectivBio’s standard expense reimbursement policies, and any benefits owed to her or him under any qualified retirement plan or health and welfare benefit plan in which she or he was a participant in accordance with applicable law and the provisions of such plan.

One executive officer may be entitled to a tax reimbursement for any excise tax due under Section 4999 of the Code in connection with the Offer. Any such tax reimbursement payments will not exceed $1,500,000.

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Employee Benefits

Under the Transaction Agreement, among other things, Ironwood has agreed for a period of twelve months following the Acceptance Time, to provide, or cause to be provided, to each employee of VectivBio who is employed by VectivBio or any of its subsidiaries as of immediately prior to the Acceptance Time and who continues to be employed by Ironwood (or any affiliate thereof) during such period (each, a “Continuing Employee”), (i) a base salary (or base wages, as the case may be) and target short term incentive cash compensation opportunities, each of which is no less favorable than those available to such Continuing Employee immediately prior to the Acceptance Time, and (ii) health and welfare benefits that are no less favorable in the aggregate to such health and welfare benefits provided to employees of Ironwood immediately prior to the execution of the Transaction Agreement.

The Transaction Agreement does not confer upon any person (other than VectivBio, Ironwood and any of their affiliates) any rights with respect to the employee matters provisions of the Transaction Agreement or restrict the rights of VectivBio, Ironwood or any of their affiliates to terminate the services of any service provider for any reason or amend, modify or terminate any of their respective benefit or compensation plans, programs, agreements, contracts, policies or arrangements at any time in accordance with the terms of such arrangements.

Potential for Future Arrangements

While, as of the date of this Schedule 14D-9, none of VectivBio’s current directors or executive officers have entered into any employment, equity contribution or other agreement, arrangement or understanding with Ironwood or its affiliates regarding continued service with Ironwood or its affiliates after the Acceptance Time, it is possible that Ironwood or its affiliates may enter into service, employment or other arrangements with VectivBio’s directors or executive officers.

Employment Arrangements

Executive Employment Agreements

In May 2023, VectivBio entered into amended and restated executive employment agreements with each of its executive officers, each of which provides for the following main elements of compensation:

In addition, one executive officer may be eligible to receive, pursuant to certain terms and subject to certain conditions, a retention payment in case their employment is not terminated between the date of his or her respective executive employment agreement and a certain date in the future, as further set out in the respective executive employment agreement.

Any compensation (including allowances and fringe benefits) to be paid under any and all of the executive employment agreements is, to the extent required by applicable Swiss law and the articles of association of VectivBio, subject to approval by the general meeting of shareholders of VectivBio, and in the case of conflicts between the respective executive employment agreement and applicable mandatory Swiss law, VectivBio is contractually entitled to unilaterally modify the applicable executive employment agreement to the extent necessary to comply with Swiss law.

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Under his or her respective executive employment agreement, each of the executive officers has entered into a non-compete and non-solicit obligation, which applies during the term of his or her employment agreement and for a period of twelve or eighteen months thereafter. In consideration of this non-compete and non-solicit obligation, the executive officer is entitled to a cash payment for the restricted period.

Pursuant to the executive employment agreements, the executive officers are entitled to certain notice periods (as further set out below), subject to continued payment of certain compensation payments and benefits as further detailed below. The executive employment agreements provide that the employment can only be terminated by giving the respective other party a notice period of at least six months, unless (i) VectivBio terminates the employment with the respective executive officer for “cause” or, (ii) under certain of the executive employment agreements, the respective executive officer resigns for “good reason” (each, with respect to US-based executive officers, as defined in the applicable executive employment agreement).

As a rule, during the notice period the respective executive employment agreement continues to be in full force and effect and the respective duties of each of the parties apply. However, VectivBio has the right during the notice period to modify, reduce, eliminate, or otherwise alter the respective executive officer’s duties, position and/or responsibilities. To the extent VectivBio fully releases the respective executive officer from his or her duty to work during the notice period (such release, a “garden leave”), the annual incentive bonus will be paid pro rata temporis and calculated as follows:

Upon a termination of employment of a US-based executive officer by VectivBio without “cause” or by the respective executive officer for “good reason,” if the respective executive officer duly and timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), then VectivBio is, as a rule, required under the respective executive employment agreement to pay the respective executive officer’s premiums on his or her behalf for a period not exceeding eighteen (18) months.

Annual Incentive Bonuses and Base Salary Increases

VectivBio’s executive officers will receive an annual incentive bonus for the year 2023 in an amount based on the achievement of certain pre-determined annual corporate (i.e., non-individual) and/or individual performance goals, as further set out under the heading “—Executive Employment Agreements” above, but not to exceed 200% of their target bonus under the applicable bonus arrangements of VectivBio in effect as of the date of the Transaction Agreement.

Director Compensation

Vesting of all outstanding Options, RSU awards and Restricted Shares held by VectivBio’s non-employee directors will accelerate in connection with the Offer, and such awards will be exchanged for payment, as described in further detail in Section 11 (The Transaction Agreement—Other Agreements) of the Offer to Purchase. In the event of a resignation of a Board member prior to the Company’s 2024 annual general meeting of shareholders, the annual awards to be granted to all directors other than Wouter Joustra immediately after the Company’s 2023 annual general meeting of shareholders to be held on June 1, 2023 shall be pro-rated taking into account the actual term of office compared with the scheduled one-year term of office, without any consideration being due, and the remaining RSU awards shall remain outstanding and be settled as described in further detail in Section 11 (The Transaction Agreement—Other Agreements) of the Offer to Purchase.

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(b) Arrangements with Ironwood, and its Affiliates.

Transaction Agreement

On May 21, 2023, VectivBio and Ironwood entered into the Transaction Agreement. The summary of the material provisions of the Transaction Agreement contained in Section 11 (The Transaction Agreement; Other Agreements) and the description of the conditions to the Offer contained in Section 1 (Terms of the Offer) of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Transaction Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

The Transaction Agreement has been filed as an exhibit to this Schedule 14D-9 to provide shareholders of VectivBio with information regarding its terms and is not intended to modify or supplement any rights of the parties under the Transaction Agreement. The Transaction Agreement and the summary of its terms contained in the Offer to Purchase filed by Ironwood with the SEC on May 31, 2023 are incorporated herein by reference, and are not intended to provide any other factual information about VectivBio, Ironwood or their respective subsidiaries and affiliates. The Transaction Agreement contains representations and warranties that the parties to the Transaction Agreement made to, and solely for the benefit of, each other. The assertions embodied in the representations and warranties contained in the Transaction Agreement are qualified by information in confidential disclosure schedules delivered by VectivBio to Ironwood in connection with the signing of the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties to the Transaction Agreement. Accordingly, the representations and warranties in the Transaction Agreement should not be relied on by any person as characterizations of the actual state of facts and circumstances of VectivBio at the time they were made and the information in the Transaction Agreement should be considered in conjunction with the entirety of the factual disclosure about VectivBio in VectivBio’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in VectivBio’s public disclosures. The Transaction Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Offer, VectivBio, Ironwood, their respective affiliates and their respective businesses that are contained in, or incorporated by reference into, the tender offer statement on Schedule TO and related exhibits, including the Offer to Purchase, and this solicitation/recommendation statement on Schedule 14D-9, as well as in VectivBio’s other public filings.

Tender and Support Agreements

Concurrently with the execution and delivery of the Transaction Agreement, Ironwood entered into tender and support agreements, dated as of May 21, 2023 (each, a “Support Agreement”, and collectively, the “Support Agreements”) with certain of VectivBio’s shareholders, executive officers and members of the Board (each, a “Supporting Shareholder” and, collectively, the “Supporting Shareholders”), pursuant to which each Supporting Shareholder agreed, among other things, to tender, pursuant to the Offer, their Shares in the Offer, and, subject to certain exceptions, not to transfer (or enter into any agreement to transfer) any of their Shares or tender any of their Shares in response to or otherwise in connection with any tender or exchange offer other than the Offer, and to vote their Shares (including the Restricted Shares) at any general meeting of shareholders of VectivBio (i) for the approval and adoption of the Articles Amendment and the Board Modification (as such terms are defined in the Transaction Agreement), and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq rules, the Delisting (as defined in the Transaction Agreement), (ii) against any proposal or motion not recommended by the Board that would be inconsistent with condition (c) set forth in Exhibit A of the Transaction Agreement, and (iii) against any change in the Board (other than the re-elections proposed to the 2023 annual general meeting of shareholders of VectivBio and the Board Modification). The Supporting Shareholders’ obligations under the Support Agreements terminate in the event that the Transaction Agreement is terminated in accordance with its terms.

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The Supporting Shareholders are generally prohibited from transferring their Shares (subject to certain exceptions). As of May 17, 2023, approximately 28.6% of the outstanding Shares are subject to the Support Agreements.

The summary of the material provisions of the Support Agreements contained in Section 11 (The Transaction Agreement; Other Agreements—Support Agreements) of the Offer to Purchase is incorporated herein by reference. The foregoing summary of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreements, a form of which is included as Exhibit B to the Transaction Agreement filed as Exhibit (e)(1) to this Schedule 14D-9 and incorporated herein by reference.

Confidentiality Agreement

VectivBio and Ironwood entered into a non-disclosure agreement, dated March 29, 2023 (the “Confidentiality Agreement”). Under the terms of the Confidentiality Agreement, Ironwood agreed that, subject to certain exceptions including the ability to make disclosures required by applicable law, any non-public information each may make available to the other and their respective representatives will not be disclosed or used for any purpose other than in connection with the parties’ evaluation of a potential transaction involving VectivBio and Ironwood. The Confidentiality Agreement includes a standstill provision effective for 12 months from March 29, 2023, for the benefit of VectivBio, and permits Ironwood and its representatives to confidentially approach VectivBio’s chief executive officer during the standstill period. The standstill is subject to customary fall-away provisions. The foregoing summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, which is filed as Exhibit (e)(2) hereto and incorporated herein by reference.

Exclusivity Agreement

On April 29, 2023, VectivBio entered into an exclusivity agreement with Ironwood to induce Ironwood to continue to engage in the substantial efforts necessary in connection with its review and negotiation of a potential negotiated transaction between the parties (the “Exclusivity Agreement”).

Under the terms of the Exclusivity Agreement, during the period beginning on April 29, 2023 and ending on May 21, 2023, VectivBio agreed to negotiate exclusively with Ironwood with respect to a potential negotiated transaction and agreed to not, and to cause its and its affiliates’ representatives not to, among other things, initiate, solicit or respond to any offer or proposal from, or engage in any discussions, negotiations or communications with any person other than Ironwood concerning an alternative transaction with respect to VectivBio or any of its subsidiaries consisting of (i) an acquisition of VectivBio’s equity securities or a material portion of VectivBio’s assets, (ii) a merger, consolidation or combination, or (iii) a recapitalization, restructuring, reorganization or other extraordinary transaction.

The summary above of the Exclusivity Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusivity Agreement, which has been filed as an Exhibit (e)(11) hereto and incorporated herein by reference. For a complete understanding of the Exclusivity Agreement, shareholders of VectivBio and other interested parties are encouraged to read the full text of the Exclusivity Agreement.

On May 21, 2023, the Board unanimously (i) determined that the Transaction Agreement and the transactions contemplated therein are advisable and fair to, and to the benefit and in the best interest of, VectivBio and its shareholders, and (ii) authorized and approved the execution, delivery and performance by VectivBio of the Transaction Agreement and the consummation of the Offer, and (iii) resolved to recommend that holders of Shares accept the Offer and tender their Shares to Ironwood pursuant to the Offer.

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Accordingly, and for the reasons described below under the section captioned “—Reasons for Recommendation,” the Board, on behalf of VectivBio, unanimously recommends that VectivBio’s shareholders accept the Offer and tender their Shares to Ironwood pursuant to the Offer.

(a) Background of the Offer

The Board and the Company’s senior management, with the assistance of outside advisors, have periodically reviewed and evaluated the Company’s long-term strategies and strategic opportunities to increase shareholder value, including partnerships, licensing transactions and other collaboration opportunities and financial alternatives in light of developments in the biopharmaceutical business, the areas in which the Company operates, the economy generally and financial markets. The Company also, from time to time, has engaged in business development and/or strategic discussions with various participants in the biopharmaceutical industry, including potential financings, licensing transactions, acquisitions, mergers and a sale of the Company.

The Board and the Company’s senior management, with the assistance of its outside financial and legal advisors, frequently review the Company’s potential strategic and financial alternatives in light of developments in the Company’s business, in the sectors in which it competes, in the economy generally and in financial markets. These potential strategic and financial alternatives reviewed have included consideration of potential financings, licensing transactions, acquisitions, mergers, and a sale of the Company.

As part of these efforts, the Board and the Company’s senior management have regularly met with other biotechnology and pharmaceutical companies regarding a variety of potential partnerships, joint ventures, licensing or other collaborations and other strategic transactions and have from time to time had high level discussions about entering into a potential strategic transaction.

On March 21, 2023, representatives of Ironwood’s management informed representatives of the Company’s management that Ironwood would be submitting an all-cash offer to acquire the Company for $14.00 per Share, without a financing condition.

On March 21, 2023, Ironwood submitted a non-binding proposal to acquire all of the outstanding Shares of the Company for $14.00 per Share in cash. The proposal contained no financing condition. On the same day, the Company engaged Cooley (UK) LLP (“Cooley”) as US legal counsel and Homburger AG (“Homburger”) as Swiss legal counsel. In connection with the receipt of the non-binding proposal, the Company engaged Centerview Partners LLC (“Centerview”) to act as financial advisor to the Company in connection with a potential transaction. The Company selected Centerview based on, among other considerations, Centerview’s reputation, experience and knowledge of the biopharmaceutical industry and experience with merger and acquisition transactions in that industry. The Company formally executed an engagement letter with Centerview on April 26, 2023.

On March 23, 2023, the Board convened a videoconference with members of the Company’s senior management, Centerview, Cooley and Homburger in attendance. Centerview reviewed with the Board the terms of the March 21^st proposal. The Board discussed the March 21^st proposal and determined that it was not prepared to proceed on the terms of the proposal based on the Board’s view of the future prospects of the Company on a stand-alone basis. Representatives of Cooley and Homburger led the Board in a discussion of the Board’s fiduciary duties under Swiss corporate law when evaluating a potential sale of the Company, including with respect to the March 21^st proposal, and further discussed certain sale process considerations. The Board then had a discussion regarding whether any other pharmaceutical and biotechnology companies might have interest in a potential strategic transaction with the Company, including weighing the potential benefits of outreach to other potential counterparties against the potential risks, including the risk of leaks inherent in such a process and the potential impact on the Company’s business of such leaks. As part of this discussion, the Board considered prior interactions between the Company’s management and other industry participants. At the conclusion of this discussion, the Board determined

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that outreach should include those parties that would be most likely to have interest in the Company, be able to move decisively, and have the ability to consummate a transaction of this size and nature, and directed Centerview to contact six other global pharmaceutical companies, Party A, Party B, Party C, Party D, Party E and Party F (together, “Parties A-F”) with respect to their potential interest in an acquisition of the Company. The Board also authorized Centerview to inform Ironwood that the Board was not prepared to proceed on the terms of the March 21^st proposal, but that the Company would be willing to provide limited due diligence access to facilitate a potential increased price. On the same day, the Board formed a transaction committee consisting of certain members of the Board (the “Transaction Committee”). The mandate of the Transaction Committee was to discuss the progress of the negotiations, discussion and diligence on an ongoing basis. The Transaction Committee was not empowered with any decision-making abilities.

Between March 24 and March 29, 2023, Centerview contacted Parties A-F. Party A was receptive to the outreach and scheduled a management presentation, while Parties B, C, D, E and F declined interest.

On March 27, 2023, a representative of the Company’s management informed a representative of Ironwood’s management by email that the Company had engaged Centerview and that Centerview would be reaching out to Ironwood. On the same day, Centerview informed Ironwood that the Board was not prepared to proceed with Ironwood’s proposal to acquire the Company for $14.00 per Share based on the Board’s view of the future prospects of the Company on a stand-alone basis, but that the Company would allow Ironwood to conduct limited due diligence to facilitate a potential increased price.

On March 29, 2023, the Company signed the Confidentiality Agreement with Ironwood. The Confidentiality Agreement included a customary standstill provision.

On March 29, 2023, Ironwood submitted a preliminary set of due diligence requests.

On April 6, 2023, the Company’s senior management gave a presentation to representatives from Ironwood via videoconference and the parties discussed the potential acquisition of the Company by Ironwood. Directly following the presentation, the Company granted Ironwood access to a virtual data room.

Between April 7 and May 20, 2023, the Company provided responses, documents and calls in response to Ironwood’s due diligence questions and requests.

On April 14, 2023, the Company signed a confidentiality agreement with Party A. The same day, the Company gave a presentation to representatives of Party A via videoconference.

On April 18, 2023, Party A indicated that it would not be pursuing a potential transaction.

On April 25, 2023, Ironwood submitted a revised proposal to acquire all of the Shares of the Company for $15.00 per Share in cash, plus one contingent value right per Share representing the right to receive a one-time cash payment of $2.00 per Share contingent upon receipt of FDA approval of Apraglutide by December 31, 2025. The proposal contained no financing condition.

On April 26, 2023, the Board convened a meeting by videoconference with members of the Company’s senior management, and representatives of Centerview, Cooley and Homburger in attendance. At the meeting, the Company’s senior management and Centerview reported to the Board on the status of the discussions with each of the parties including Ironwood, as well as the status of Ironwood’s due diligence and receipt of Ironwood’s revised proposal. Centerview and the Company’s management team led the Board through a discussion of certain preliminary financial projections prepared by the Company’s management at the direction of the Board, including the related methodology, the underlying assumptions and related risks and other factors considered. Centerview then reviewed the financial terms of the April 25^th proposal and presented its preliminary financial analysis of the Company in the context of the April 25^th proposal. The Board asked questions of the Company’s management team and of Centerview regarding the preliminary projections and financial analysis, to which they responded and the Board engaged in a detailed discussion. The Board discussed with representatives of Centerview the risks and benefits of various potential responses to Ironwood’s April 25^th proposal, including the potential risk that Ironwood could cease pursuing acquisition discussions if the response was not constructive. The Board then

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discussed with its advisers whether to submit a counter-proposal. Following discussion, the Board determined to respond to Ironwood with a counter-proposal of $16.00 per Share, plus one contingent value right per Share representing the right to receive a one-time cash payment of $3.00 per Share contingent upon FDA approval of Apraglutide by December 2026, together with a message that at such price the Board would consider entering into exclusive negotiations with Ironwood, and directed Centerview to communicate that counter-proposal to Ironwood. Following this discussion, representatives of Centerview left the meeting and representatives of Cooley discussed the terms of the proposed engagement letter with Centerview, including material economic and other terms, and reviewed disclosure of material relationships provided to VectivBio by Centerview (as described in “Item 4. The Solicitation or Recommendation—(d) Opinion of Centerview Partners LLC”). Following that discussion, the Board approved the engagement of Centerview on the terms presented and directed VectivBio management to finalize the engagement letter with Centerview.

On April 26, 2023, the Company signed an engagement letter with Centerview.

On April 26, 2023, Centerview communicated the counter-proposal to Ironwood.

On April 28, 2023, Ironwood submitted its “best and final” proposal to acquire all of the outstanding Shares of the Company for $17.00 per Share, which represented a 21% increase over its initial proposal and an 87% premium to the Company’s 30-day VWAP on the immediately prior trading day. On a call with Centerview in advance of submitting the written proposal, representatives of Ironwood noted to Centerview that $17.00 per Share was Ironwood’s best and final price. Ironwood confirmed the proposal in writing the same day and included a request for a four-week exclusivity period.

On April 28, 2023, the Board convened by videoconference, with members of the Company’s management, Centerview, Cooley and Homburger to discuss the April 28^th proposal. Centerview led a discussion among members of the Board regarding the April 28^th proposal, including presenting a preliminary financial analysis based on projections developed by the Company’s management team. After discussion, the Board considered that in its view it had obtained Ironwood’s best and final proposal. The Board further discussed the April 28th proposal, and also considered the other strategic alternatives available to the Company, including continuing to operate as a standalone company. The Board continued to discuss the costs and benefits of a strategic transaction on the terms proposed by Ironwood, and the potential risks and benefits of other alternatives. Based on the discussions the Board had at this meeting and at prior meetings, which included a review of the outreach conducted by Centerview and management previously, the Board reached the conclusion that pursuing the April 28^th proposal was in the best interest of the Company and its shareholders. The Board then authorized Centerview to inform Ironwood of the Board’s decision to move forward towards a potential transaction. The Board also discussed Ironwood’s request for an exclusive negotiating period and the fact that six other global pharmaceutical companies that the Board considered reasonably likely to have a potential interest in acquiring the Company had declined to engage with the Company regarding a potential sale transaction. After discussion, the Board determined that it was in the best interests of the Company and its shareholders to enter into a three week exclusivity period, set to expire on May 21, 2023 with Ironwood in order to work expeditiously towards execution of a transaction agreement on the terms of the improved April 28^th proposal.

On April 28, 2023, Centerview informed representatives of Ironwood of the Board’s decision to agree to exclusivity for a three week period and move forward at the $17.00 per Share price. Centerview and representatives of Ironwood discussed Ironwood’s confirmatory due diligence process.

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On April 28, 2023, Ironwood sent a confirmatory due diligence request list to the Company.

On April 29, 2023, the Company and Ironwood signed an exclusivity agreement expiring on May 21, 2023.

On May 1, 2023, representatives of the Company, Cooley and Homburger held a videoconference with representatives of Ironwood, Latham & Watkins LLP (“Latham”), Ironwood’s legal counsel, and Advestra AG, Ironwood’s Swiss legal counsel (“Advestra”). Later on the same day, a representative of the Company’s management held an introductory videoconference with representative of Ironwood’s management.

On May 2, 2023, Cooley’s and Latham’s competition and antitrust teams were introduced and began analyzing the potential regulatory, including antitrust, considerations in connection with the proposed transaction.

On May 8, 2023, Latham sent a draft Transaction Agreement to Cooley, contemplating a tender offer for any and all shares of the Company. The draft contemplated a condition that at least 90% of the issued and outstanding shares of the Company, as of the date of the expiration of the tender offer, be validly tendered and not withdrawn (the “Minimum Condition”). Furthermore, the Transaction Agreement contemplated a Company termination fee of 4.5% of the transaction equity value.

On May 9, 2023, Cooley and Homburger held a videoconference with the Company to discuss the proposed Transaction Agreement.

On May 10, 2023, a representative of Centerview and a representative of Ironwood held a telephone call to discuss the status of Ironwood’s discussions with potential lenders and strategy for financing the transaction.

On May 10, 2023, the Transaction Committee held a meeting with VectivBio’s senior management and representatives of each of Cooley and Homburger in attendance, to discuss the open items and status of negotiations of the transaction agreement, and certain employee compensation matters.

On May 12, 2023, Cooley sent Latham a revised draft of the Transaction Agreement and on May 15, 2023, Latham, Cooley and Homburger held a videoconference to discuss the revisions. The draft contemplated a Minimum Condition threshold of 66.67%.

On May 12, 2023, Ironwood, PricewaterhouseCoopers, tax advisor to Ironwood (“Ironwood Tax Advisor”) and Latham conducted confirmatory due diligence videoconference calls with the Company with respect to tax and finance matters. Cooley, Homburger and PricewaterhouseCoopers, tax advisor to the Company (“Company Tax Advisor”), also attended the due diligence videoconference calls. Gowling WLG, Canadian counsel to the Company, also attended the due diligence videoconference call with respect to finance matters.

On May 15, 2023, Latham sent Cooley an initial draft of the Support Agreement.

On May 15, 2023, Centerview spoke with Wells Fargo, financial advisor to Ironwood, regarding Ironwood’s ability and strategy to finance the Offer and the status of the revolving credit facility Ironwood expected to enter into in connection with the Offer.

On May 15, 2023, Ironwood and Ironwood Tax Advisor conducted a confirmatory due diligence videoconference call with the Company with respect to tax matters. Homburger, Company Tax Advisor and Centerview also attended the due diligence videoconference call.

On May 16, 2023, a representative of Centerview and a representative of Ironwood held a telephone call to discuss the status of Ironwood’s diligence process, including necessary steps to completion.

On May 16 and 17, 2023, Ironwood, Latham and Advestra conducted confirmatory due diligence videoconference calls with the Company with respect to tax, regulatory, compensation and benefits, intellectual property, data security and cybersecurity matters. Cooley and Homburger also attended the due diligence videoconference calls.

On May 16, 2023, Latham provided a revised draft of the Transaction Agreement. The revised draft contemplated a 90% Minimum Condition. On the same day, Cooley and Homburger held a videoconference with the Company to discuss the outstanding issues with respect to the Transaction Agreement. Later the same day, Cooley sent Latham a revised key issues list.

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On May 17, 2023, a representative of the Company’s management and representatives of Ironwood’s management held a telephone call to discuss employee retention.

On May 17, 2023, Cooley sent Latham a revised draft of the Support Agreement.

On May 17, 2023, Cooley, Homburger and Latham held a videoconference to discuss the outstanding key issues list in connection with the Transaction Agreement.

On May 17, 2023, the Transaction Committee of the Board held a meeting with the Company’s senior management and representatives of each of Cooley and Homburger in attendance, to discuss the open items and status of negotiations of the Transaction Agreement and the other transaction agreements.

On May 18, 2023, Latham sent Cooley a revised draft of the Support Agreement and Cooley sent Latham a revised draft of the Transaction Agreement and an initial draft of the disclosure letter to the Transaction Agreement.

On May 19, 2023, a representative of the Company’s management and a representative of Ironwood’s management held two telephone calls to discuss the Minimum Condition.

On May 19, 2023, the Transaction Committee of the Board held a meeting, with the Company’s senior management and representatives of each of Cooley and Homburger in attendance, to discuss the open items and status of negotiations of the Transaction Agreement and the other transaction agreements. The Transaction Committee of the Board then had a subsequent meeting with the Company’s management and representatives of each of Cooley, Homburger and Centerview in attendance, to discuss the open items and status of negotiations of the Transaction Agreement and the other transaction agreements.

On May 19, 2023, Cooley sent Latham a revised draft of the Transaction Agreement.

Over the course of the following days until the finalization of the Transaction Agreement and the other transaction agreements, Centerview, at the direction of the Company’s management, on one hand, and Ironwood senior management, on the other hand, and Cooley and Latham, discussed and agreed upon key open issues and Cooley and Latham exchanged drafts of the Transaction Agreement and the other transaction agreements to reflect such agreements of the Company and Ironwood. The parties agreed to a Minimum Condition of 80%, (i) a termination fee payable by the Company to Ironwood of $23,680,000, (ii) a reverse termination fee payable by Ironwood to the Company of $59,200,000 and (iii) an expense reimbursement break fee payable by the Company to Ironwood of up to $18,000,000, in each case pursuant to the terms and subject to the conditions set forth in the Transaction Agreement. During the weekend, Ironwood and Latham completed their confirmatory due diligence review of the Company.

On May 21, 2023, the Company engaged BofA Securities, Inc. (“BofA”) as a financial advisor in connection with the Offer and the engagement letter was signed on the same day. BofA’s services were general and advisory in nature.

On May 21, 2023, the Board had a telephone call with the Company’s senior management and representatives of each of Cooley and Homburger. The Board then held a meeting, with the Company’s senior management and representatives of each of Cooley, Homburger and Centerview in attendance. The Company’s senior management and Centerview updated the Board on the discussions with Ironwood, and representatives of Cooley and Homburger reported to the Board how the key open issues in the transaction agreements were resolved. The meeting participants also further discussed Company management’s forecast, including the related methodology, the underlying assumptions and related risks, and the Projections (as defined and set forth below in “—Certain Financial Projections”), prepared based on such forecasts. Following discussion of these matters, the Board approved the Projections for use by Centerview in its financial analysis. Representatives of Centerview then reviewed with the Board Centerview’s financial analyses of the Offer Price, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of the same date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price to be paid to the holders of Shares (other than Shares held in the treasury of the Company or any of its subsidiaries (“Excluded Shares”)) pursuant to the Transaction Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the section captioned “—Opinion of Centerview Partners LLC.” After carefully considering the proposed terms of the Transaction Agreement, and taking into consideration the matters

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discussed during that meeting and prior meetings of the Board (for additional detail, see below under the section captioned “—Reasons for Recommendation”), the Board unanimously (i) determined that the Transaction Agreement and the Offer are advisable and fair to, and to the benefit and in the best interest of, VectivBio and its shareholders, (ii) authorized and approved the execution, delivery and performance by VectivBio, of the Transaction Agreement and the consummation of the Offer and (iii) resolved to recommend that that the holders of Shares accept the Offer and tender their Shares to Ironwood pursuant to the Offer.

On May 21, 2023, after the Board meeting, a representative of the Company’s management and a representative of Ironwood’s management held a telephone call to discuss the disclosure letter to the Transaction Agreement.

Later that day, the Company and Ironwood entered into the Transaction Agreement, and contemporaneously therewith, the Support Agreements were executed and delivered by the parties thereto.

Before the opening of trading of the stock markets on May 22, 2023, the Company and Ironwood issued a joint press release announcing the execution of the Transaction Agreement and the forthcoming commencement of the Offer by Ironwood to acquire all of the Shares at the Offer Price.

On May 31, 2023, Ironwood commenced the Offer and the Company subsequently filed this Schedule 14D-9.

(b) Reasons for Recommendation

The Board carefully considered the Offer, consulted with the Company’s management and outside legal and financial advisors at various times, and took into account the reasons enumerated below.

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The Board also considered a variety of risks and other potentially negative reasons in determining whether to approve the Transaction Agreement, including the following:

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In light of these various factors and having weighed the risks, uncertainties, restrictions and potentially negative factors associated with the Offer with the potential benefits of the Offer, the Board unanimously (i) determined that the Transaction Agreement is advisable and fair to, and to the benefit and in the best interest of, VectivBio and its shareholders, (ii) authorized and approved the execution, delivery and performance by VectivBio of the Transaction Agreement, and (iii) resolved to recommend that the shareholders of VectivBio accept the Offer and tender their Shares to Ironwood pursuant to the Offer for the foregoing reasons.

The foregoing discussion of the Board’s reasons for its recommendation that VectivBio’s shareholders tender their Shares to Ironwood pursuant to the Offer addresses the information and reasons considered by the Board in connection with its recommendation. In view of the wide variety of factors considered by the Board in connection with the evaluation of the Offer and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, VectivBio’s directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of the Board may have been influenced to a greater or lesser degree by different reasons. In arriving at their respective recommendations, the members of the Board considered the interests of VectivBio’s executive officers and directors as described under “Item 3. Past Contacts, Transactions, Negotiations and Agreements— (a) Arrangements between VectivBio and its Executive Officers, Directors and Affiliates.”

(c) Certain Financial Projections

VectivBio does not, as a matter of course, regularly prepare long-range projections or publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in connection with VectivBio’s exploration of strategic opportunities as described in more detail in the section “—Background of the Offer” above, VectivBio’s management prepared certain non-public, unaudited prospective financial projections (the “Projections”) which were provided to and discussed with the VectivBio Board in connection with its evaluation of the Offer.

The Projections were provided to Centerview, and the Board directed Centerview to use and rely on the Projections, which the Board viewed to be reasonably prepared on bases reflecting the best then-currently available estimates and good faith judgments of the Company’s senior management as to future financial performance of VectivBio on a risk-adjusted standalone basis. The Projections were relied upon by Centerview in connection with the rendering of Centerview’s fairness opinion to the Board and in performing the related financial analyses as described in “Opinion of Centerview Partners LLC” and were the only financial projections with respect to VectivBio used by Centerview in performing such financial analyses. The Projections were not provided to Ironwood.

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The Projections reflect estimates and assumptions made by VectivBio’s senior management with respect to product launch years, peak sales, and loss of exclusivity for Apraglutide, general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond VectivBio’s control. In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each and every circumstance that could have an effect on VectivBio’s business and its results of operations. The Projections were developed solely using the information available to VectivBio’s senior management at the time they were created and reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results or that may result in the Projections not being achieved include the ability to generate revenue for Apraglutide, the ability to obtain regulatory approval and the effect of regulatory actions, including the impact on product launch years, the effectiveness of VectivBio’s commercial execution, the decisions of third-party partners and potential third-party partners, the ability to partner and terms of any such partnering transactions in ex-US jurisdictions, the success of clinical testing and development, manufacturing and supply availability, patent life and other exclusivity, the effect of global economic conditions, and increases in regulatory oversight and other risk factors described in VectivBio’s annual report on Form 20-F for the fiscal year ended December 31, 2022 and current reports on Form 6-K. The Projections also reflect assumptions as to certain business decisions that are subject to change. Modeling and forecasting the future in the biopharmaceutical industry, in particular, is a highly speculative endeavor.

None of VectivBio, Ironwood or any of their respective affiliates, advisors or other representatives makes any representation to any shareholder regarding the validity, reasonableness, accuracy or completeness of the Projections or the ultimate performance of VectivBio relative to the Projections. The Projections were not prepared with a view toward public disclosure or toward complying with U.S. GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither VectivBio’s independent registered public accounting firm, nor any other independent accountants, has audited, reviewed, compiled or performed any procedures with respect to the Projections or expressed any opinion or any form of assurance related thereto. The inclusion of the Projections in this Schedule 14D-9 does not constitute an admission or representation of VectivBio that the Projections or the information contained therein is material. Except as required by applicable law, neither VectivBio nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Projections, which were prepared as of an earlier date.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding VectivBio in its public filings with the SEC. The Projections were developed by VectivBio’s senior management on a standalone basis without giving effect to the Offer, and therefore the Projections do not give effect to the Offer or any changes to VectivBio’s operations or strategy that may be implemented after the consummation of the Offer, including any costs incurred in connection with the Offer. Furthermore, the Projections do not take into account the effect of any failure of the Offer to be completed and should not be viewed as accurate or continuing in that context.

The Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Projections should not be regarded as an indication that VectivBio or anyone who received the Projections then considered, or now considers, the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. VectivBio’s senior management views the Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

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The risk-adjusted EBIT, gross profit, net revenue, and unlevered free cash flow contained in the Projections set forth below are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed Merger if the disclosure is included in a document such as this Schedule 14D-9. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board or Centerview in connection with the Offer. Accordingly, VectivBio has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. The Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Offer.

In light of the foregoing factors and uncertainties inherent in the Projections, holders of Shares are cautioned not to place undue, if any, reliance on the summary of the Projections set forth below. The information and tables set forth below are included solely to give VectivBio shareholders access to a summary of the Projections.

The following table provides a summary of the risk-adjusted Management Projections on a non-GAAP basis.

Projections

(dollars in millions)

The following is a summary of the unlevered free cash flows for the periods presented, which were calculated based on the Management Projections and other projected financial information provided by the Company’s management.

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The values in the table below do not take into account the effect of estimated net operating loss usage or the cost of future capital raises.

(d) Opinion of Centerview Partners LLC

VectivBio retained Centerview as financial advisor to the Board in connection with the Offer. In connection with this engagement, the VectivBio Board requested that Centerview evaluate the fairness, from a financial point of view, to the holders of Shares (other than the Excluded Shares) of the Consideration proposed to be paid to such holders pursuant to the Transaction Agreement. On May 21, 2023, Centerview rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Consideration proposed to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Transaction Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated May 21, 2023, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex I and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex I. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Offer and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Shares (other than Excluded Shares) of the Consideration to be paid to such holders pursuant to the Transaction Agreement. Centerview’s opinion did not address any other term or aspect of the Transaction Agreement or the Offer and does not constitute a recommendation to any stockholder of VectivBio as to whether or not such holder should tender Shares in connection with the Offer or otherwise act with respect to the Offer or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

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Centerview also participated in discussions with members of the senior management and representatives of VectivBio regarding their assessment of the Internal Data. Centerview also conducted such financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with VectivBio’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at VectivBio’s direction, that the Internal Data (including, without limitation, the Management Projections) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of VectivBio as to the matters covered thereby and Centerview relied, at VectivBio’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at VectivBio’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of VectivBio, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of VectivBio. Centerview assumed, at VectivBio’s direction, that the final executed Transaction Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Transaction Agreement reviewed by Centerview. Centerview also assumed, at VectivBio’s direction, that the Transaction will be consummated on the terms set forth in the Transaction Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of VectivBio, or the ability of VectivBio to pay its obligations when they come due, or as to the impact of the Offer on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, VectivBio’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to VectivBio or in which VectivBio might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the Shares (other than Excluded Shares) of the Consideration to be paid to such holders pursuant to the Transaction Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Transaction Agreement or the Offer, including, without limitation, the structure or form of the Offer, or any other agreements or arrangements contemplated by the Transaction Agreement or entered into in connection with or otherwise contemplated by the Offer, including, without limitation, the fairness of the Offer or any other term or aspect of the Offer to, or any consideration to be received in connection therewith by, or the impact of the Offer on creditors or other constituencies of VectivBio or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of VectivBio or any party, or class of such persons in connection with the Offer, whether relative to the Consideration to be paid to the holders of

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the Shares (other than Excluded Shares) pursuant to the Transaction Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of VectivBio as to whether or not such holder should tender Shares in connection with the Offer, or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the VectivBio Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the VectivBio Board in connection with Centerview’s opinion, dated May 21, 2023. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of VectivBio. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of VectivBio or any other parties to the Offer. None of VectivBio, Ironwood, or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of VectivBio do not purport to be appraisals or reflect the prices at which VectivBio may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 19, 2023 (the last trading day before the public announcement of the Offer) and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of VectivBio based on the Management Projections. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of equity values for the Shares by (a) discounting to present value as of June 30, 2023 using discount rates ranging from 12.0% to 14.0% and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of VectivBio over the period beginning on June 30, 2023 and ending on December 31, 2041, utilized by Centerview based on the Management Projections, (ii) an implied terminal value of VectivBio, calculated by Centerview by assuming that unlevered free cash flows would decline in perpetuity after December 31, 2041 at a rate of free cash flow decline of 50% year over

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year, as directed by VectivBio’s management and (iii) tax savings from usage of VectivBio’s estimated net operating losses of $157 million as of December 31, 2022 and future losses as provided by VectivBio’s management and (b) adding to the foregoing results (i) VectivBio’s estimated net cash of $159 million as of June 30, 2023 and (ii) the impact of assumed equity raises in 2023, 2024 and 2025 as set forth in the Projections. Centerview divided the result of the foregoing calculations by the number of fully-diluted outstanding Shares (determined using the treasury stock method and taking into account outstanding in-the-money options) as of May 17, 2023, as set forth in the Internal Data, taking into account the dilution associated with the assumed equity raises, resulting in a range of implied equity values per Share of $12.55 to $15.00, rounded to the nearest $0.05. Centerview then compared the results of the above analysis to the Consideration of $17.00 per Share to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Transaction Agreement.

Other Factors

Centerview noted for the Board certain additional factors solely for reference and informational purposes only, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the VectivBio Board in its evaluation of the Offer. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or management of VectivBio with respect to the Offer Price or as to whether the Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between VectivBio and Ironwood and was approved by the Board. Centerview provided advice to VectivBio during these negotiations. Centerview did not, however recommend any specific amount of consideration to VectivBio or the Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

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Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for Centerview’s current engagement, Centerview had not been engaged to provide financial advisory or other services to the Company, and Centerview did not receive any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Ironwood, and Centerview did not receive any compensation from Ironwood during such period. Centerview may provide financial advisory and other services to or with respect to the Company, Ironwood or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Ironwood, or any of their respective affiliates, or any other party that may be involved in the Offer.

The VectivBio Board selected Centerview as its financial advisor in connection with the Offer based on Centerview’s reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Offer.

In connection with Centerview’s services as the financial advisor to the VectivBio Board, VectivBio has agreed to pay Centerview an aggregate fee of approximately $26 million, $1 million of which was payable upon the rendering of Centerview’s opinion and approximately $25 million of which is payable contingent upon consummation of the Offer. In addition, VectivBio has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

(e) Intent to Tender

To VectivBio’s knowledge, after making reasonable inquiry, Orbimed, Forbion and Versant Ventures, and all of VectivBio’s executive officers and directors currently intend to tender (and not withdraw), or cause to be tendered (and not withdraw), pursuant to the Offer all Shares held of record and beneficially owned by such persons immediately prior to the Expiration Date, as it may be extended (other than Shares for which such holder does not have discretionary authority). The foregoing does not include any Shares over which, or with respect to which, any such executive officer or director acts in a fiduciary or representative capacity or is subject to the instructions of a third party with respect to such tender.

In addition, Ironwood entered into the Support Agreements with the Supporting Shareholders, which include certain of VectivBio’s shareholders, executive officers and members of the Board who held Shares as of May 17, 2023, to tender all of their Shares subject to the Support Agreements. As of May 17, 2023, approximately 28.6% of the outstanding Shares (excluding Shares issuable upon exercise of Options, vesting of RSU awards and the aggregate transaction consideration payable for such shares) are subject to the Support Agreements.

The Board selected Centerview as its financial advisor in connection with the Offer. Centerview’s opinion to the Board, referred to above under “Item 4. The Solicitation or Recommendation,” does not constitute a recommendation to any shareholder of VectivBio as to whether or not that shareholder should tender Shares in connection with the Offer or otherwise act with respect to the Offer or any other matter. In connection with Centerview’s services as a financial advisor to the Board, VectivBio has agreed to pay Centerview an aggregate fee of approximately $26 million, $1 million of which was payable upon the rendering of Centerview’s opinion and approximately $25 million of which is payable contingent upon consummation of the Offer. In addition, VectivBio has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

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The Board also retained BofA as a financial advisor in connection with the Offer and has agreed to pay BofA a fee equal to $2.4 million contingent upon consummation of the Offer.

Neither VectivBio nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the shareholders of VectivBio on its behalf with respect to the Offer.

No transactions with respect to the Shares have been effected by VectivBio, or, to VectivBio’s knowledge after making reasonable inquiry, any of the directors, executive officers or affiliates of VectivBio, during the 60 days prior to the date of this Schedule 14D-9.

Except as indicated in this Schedule 14D-9 or as incorporated by reference herein (including the exhibits hereto), VectivBio is not undertaking or engaging in any negotiations in response to the Offer that relate to (i) any tender offer for or other acquisition of VectivBio’s securities by VectivBio, VectivBio’s affiliates or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving VectivBio or VectivBio’s affiliates, (iii) any purchase, sale or transfer of a material amount of assets of VectivBio or any affiliate of VectivBio, or (iv) any material change in the present dividend rate or policy, indebtedness or capitalization of VectivBio.

As described in the Transaction Agreement, the Board, in connection with the exercise of its fiduciary duties, is permitted under certain conditions to engage in negotiations in response to an unsolicited acquisition proposal, as described in more detail in Section 10 (Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with VectivBio) of the Offer to Purchase.

The information set forth in Section 11 (The Transaction Agreement; Other Agreements) and Section 12 (Purpose of the Offer; Plans for VectivBio) of the Offer to Purchase is incorporated herein by reference.

Conditions to the Offer

The information set forth in Section 1 (Terms of the Offer) of the Offer to Purchase is incorporated herein by reference.

Shareholder Approval Not Required; Extraordinary General Meeting

The entering into the Transaction Agreement and the Offer as such do not require approval by VectivBio’s shareholders. However, the following conditions to the Offer require shareholder approval: (i) the removal of the restrictions on registration and exercise of voting rights from the Company’s articles of association, subject to the occurrence of, and only becoming effective upon, the Acceptance Time, which resolution requires approval by a qualified majority of two thirds of the votes of the shares represented at the general meeting of shareholders; and (ii) the conditional election of new members of the Board, a new chairperson of the Board, and new members of the compensation committee of the Board, all as nominated by Ironwood and subject to the occurrence of, and only becoming effective upon, the Acceptance Time, which elections require approval by a majority of the votes of the shares represented at the general meeting of shareholders (collectively, the “Approval Condition”). In addition, the Company agreed to propose to VectivBio’s shareholders to approve the delisting of the ordinary shares of the VectivBio from Nasdaq, subject to the occurrence of the Acceptance Time and satisfaction of the requirements under the listing rules of the Nasdaq Stock Market, LLC, which resolution requires approval by a qualified majority of two thirds of the votes of the shares represented at the general meeting of shareholders (together with the Approval Condition, the “EGM Matters”).

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For purposes of submitting the EGM Matters for shareholder approval, in accordance with the terms of the Transaction Agreement, the Board will convene an extraordinary general meeting of shareholders (the “EGM”), which is scheduled to be held at 11:00 a.m. CEST on June 26, 2023 at Memox (meeting room “small space”), Elisabethenstrasse 15, Basel, Switzerland. Shareholders of VectivBio who hold Shares on the record date for the meeting, which is May 22, 2023, will be entitled to attend the EGM and vote on the EGM Matters. The Board unanimously recommends that shareholders vote in favor of all these proposals.

Legal Proceedings

There are currently no legal proceedings relating to the Offer.

Antitrust Compliance

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the rules and regulations that have been promulgated thereunder, certain transactions, including Ironwood’s purchase of Shares pursuant to the Offer, may not be consummated unless certain information and documentary materials have been filed with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the applicable HSR Act waiting period requirements have been satisfied.

The purchase of Shares pursuant to the Offer is subject to the provisions of the HSR Act and therefore cannot be completed until the applicable waiting period (and any extension thereof) has expired or been terminated. Under the HSR Act, the initial waiting period for a cash tender offer is 15 days, but this period may be restarted if the acquiring person voluntarily withdraws and refiles to allow a second 15 day waiting period, or extended if the reviewing agency issues a request for additional information and documentary material. The parties may also agree with the DOJ or FTC to not consummate Ironwood’s purchase of Shares pursuant to the Offer for a specified period of time. If any waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59 p.m., Eastern time, on the next day that is not a Saturday, Sunday or federal holiday.

Pursuant to the Transaction Agreement, each of Ironwood and VectivBio will promptly, but in no event later than seven business days after the date of the Transaction Agreement unless otherwise agreed between the parties, file a Premerger Notification and Report Form under the HSR Act with respect to the purchase of Shares pursuant to the Offer with the Antitrust Division and the FTC.

At any time before or after Ironwood’s purchase of Shares pursuant to the Offer, and notwithstanding the termination or expiration of the waiting period under the HSR Act, the Antitrust Division, the FTC, state attorneys general or non-U.S. authorities could take such action under antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to preliminarily or permanently enjoin Ironwood’s purchase of Shares pursuant to the Offer, seeking divestiture of substantial assets of Ironwood or the Company, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the Antitrust Laws under certain circumstances, including by seeking to intervene in the regulatory process, to litigate to enjoin or overturn regulatory approvals or to bring private actions to enjoin Ironwood’s purchase of Shares pursuant to the Offer. While the Company believes that consummation of Ironwood’s purchase of Shares pursuant to the Offer would not violate antitrust or competition law, there can be no assurance that regulatory clearances and approvals will be timely obtained or obtained at all, or that a challenge on antitrust or competition law grounds will not be made and, if so, what the result will be.

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Pursuant to the Transaction Agreement, Ironwood’s purchase of Shares pursuant to the Offer is further conditioned on the absence of (i) there having been issued by any court of competent jurisdiction and remain in effect any order, injunction, decision, directive or decree preventing the consummation of the Offer, (ii) any Law being enacted or deemed applicable to the Offer by any government body that prohibits or makes illegal the consummation of the Offer, or (iii) any instituted and pending litigation by any government body seeking certain remedies.

Annual Reports

For additional information regarding the business and the financial results of VectivBio, please see VectivBio’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on April 19, 2023, which is incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this Schedule 14D-9 constitute forward-looking statements within the meaning of the federal securities laws. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, including, but not limited to statements related to VectivBio’s business in general and the timing of completion of the transactions contemplated by the Transaction Agreement by and between VectivBio and Ironwood, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Transaction Agreement and the possibility of any termination of the Transaction Agreement. Words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on VectivBio’s current plans, objectives, estimates, expectations and intentions, involve assumptions that may never materialize or may prove to be incorrect and inherently involve significant risks and uncertainties, including factors beyond VectivBio’s control, that could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the statements, including, without limitation: uncertainties with respect to the timing of the Offer; uncertainties as to the number of shares of VectivBio’s common stock that will be tendered in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer at all or on acceptable terms or within expected timing; the risk that shareholder litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; the effects of disruption from the transactions contemplated by the Transaction Agreement on VectivBio’s business and the fact that the announcement and pendency of such transactions may make it more difficult to establish or maintain relationships with employees and business partners; the possibility that VectivBio’s clinical trials may not demonstrate acceptable safety and efficacy of VectivBio’s product candidates; the possibility that VectivBio’s expectations may not be met as to the timing, progress and/or results of clinical trials of its product candidates or its research and development programs; the possibility that VectivBio’s expectations may not be met as to the timing, scope and/or likelihood of regulatory filings and approvals; the possibility that VectivBio may not obtain marketing approvals of its product candidates and/or meet existing or future regulatory standards or comply with post-approval requirements; the possibility that VectivBio’s expectations may not be met as to its ability to fund its operating expenses and/or capital expenditure requirements with its cash and cash equivalents; the possibility that VectivBio’s expectations may not be met as to future milestone or royalty payments to or from VectivBio’s licensing partners or other third-parties, and the timing of such payments; the possibility that VectivBio’s expectations may not be met as to the potential market size and/or the size of the patient populations for its product candidates, if approved for commercial use; the possibility that VectivBio’s expectations may not be met as to the potential advantages of

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Apraglutide over existing therapies for short bowel syndrome with intestinal failure and/or the potential uses of Apraglutide to treat other indications; the possibility that VectivBio’s expectations may not be met as to the developments and/or projections relating to its competitors or its industry, including competing therapies; the possibility that VectivBio may not be able to enter into new collaborations; the possibility that VectivBio’s expectations may not be met as to its ability to develop additional product candidates or leverage its current product candidates for other indications, and/or its ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with its commercial objectives; the possibility that VectivBio’s expectations may not be met as to its ability to develop, acquire and/or advance additional product candidates into, and successfully complete, clinical trials; the possibility that the commercialization and market acceptance of its product candidates may not occur; the sufficiency of VectivBio’s marketing and manufacturing capabilities or those of the third parties with which it contracts; VectivBio’s ability to operate its business without infringing the intellectual property rights and/or proprietary technology of third parties; the possibility that the anticipated scope of protection VectivBio is able to establish and maintain for intellectual property rights covering its product candidates may not materialize; VectivBio’s ability to comply with applicable data privacy and security laws; the possibility that VectivBio’s estimates of its expenses, future revenue, capital requirements and/or its needs for or ability to obtain additional capital may not be accurate; the possibility of adverse regulatory development in the United States, Europe and other jurisdictions; the possibility that VectivBio’s expectations may not be met as to its ability to effectively manage its anticipated growth; the possibility that VectivBio’s expectations may not be met as to its ability to attract and retain qualified employees and key personnel; and a variety of other risks set forth from time to time in Ironwood’s or VectivBio’s filings with the SEC, including but not limited to the risks discussed in Ironwood’s Annual Report on Form 10-K for the year ended December 31, 2022 and in other filings with the SEC and the risks discussed in VectivBio’s Annual Report on Form 20-F for the year ended December 31, 2022 and in its other filings with the SEC. The reader is cautioned not to unduly rely on these forward-looking statements. Ironwood and VectivBio expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2023

Annex I

Fairness Opinion

The Board of Directors

VectivBio Holding AG

Aeschenvorstadt 36, 4051 Basel, Switzerland

The Board of Directors:

You have requested our opinion as to the fairness, from a financial point of view, to the holders of ordinary shares, nominal value of CHF 0.05 per share (the “Shares”) (other than Excluded Shares, as defined below), of VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (the “Company”), of the $17.00 per Share in cash, without interest, proposed to be paid to such holders pursuant to the Transaction Agreement proposed to be entered into (the “Agreement”) among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”) and the Company. The Agreement provides (i) for Parent to commence a tender offer to purchase all of the Shares (the “Tender Offer”) at a price of $17.00 per Share, net to the seller in cash without interest, for each Share accepted and (ii) that, following completion of the Tender Offer, the Company will be merged with and into Ironwood Pharmaceuticals GmbH, a limited liability company organized under the laws of Switzerland (“Merger Sub”) and a subsidiary of Parent (the “Merger” and, collectively with the Tender Offer and the other transactions contemplated by the Agreement, the “Transaction”), as a result of which Merger Sub will become a subsidiary of Parent and each issued and outstanding Share immediately prior to the effective time of the Merger (other than Shares held in the treasury of the Company or any of its subsidiaries (“Excluded Shares”)) will be converted into the right to receive $17.00 per Share in cash, without interest, (the $17.00 per Share consideration to be paid in the Tender Offer and the Merger, the “Consideration”). The terms and conditions of the Transaction are more fully set forth in the Agreement.

We have acted as financial advisor to the Board of Directors of the Company in connection with the Transaction. We will receive a fee for our services in connection with the Transaction, a portion of which is payable upon the rendering of this opinion and a substantial portion of which is contingent upon the consummation of the Transaction. In addition, the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement.

I-1

The Board of Directors

VectivBio Holding AG

May 21, 2023

Page 2

We are a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the past two years, except for our current engagement, we have not been engaged to provide financial advisory or other services to the Company, and we have not received any compensation from the Company during such period. In the past two years, we have not been engaged to provide financial advisory or other services to Parent or Merger Sub, and we have not received any compensation from Parent during such period. We may provide financial advisory and other services to or with respect to the Company, Parent or their respective affiliates in the future, for which we may receive compensation. Certain (i) of our and our affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of our affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Parent, or any of their respective affiliates, or any other party that may be involved in the Transaction.

In connection with this opinion, we have reviewed, among other things: (i) a draft of the Agreement dated May 20, 2023 (the “Draft Agreement”); (ii) Annual Reports on Form 20-F of the Company for the years ended December 31, 2022 and December 31, 2021; (iii) certain interim reports to stockholders on Form 6-K of the Company; (iv) certain publicly available research analyst reports for the Company; (v) certain other communications from the Company to its stockholders; and (vi) certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of the Company, including certain financial forecasts, analyses and projections relating to the Company prepared by management of the Company and furnished to us by the Company for purposes of our analysis (the “Forecasts”) (collectively, the “Internal Data”). We have also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, we reviewed publicly available financial and stock market data for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that we deemed relevant.

We have assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by us for purposes of this opinion and have, with your consent, relied upon such information as being complete and accurate. In that regard, we have assumed, at your direction, that the Internal Data (including, without limitation, the Forecasts) has been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and we have relied, at your direction, on the Internal Data for purposes of our analysis and this opinion. We express no view or opinion as to the Internal Data or the assumptions on which it is based. In addition, at your direction, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor have we been furnished with any such evaluation or appraisal, and we have not been asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. We have

The Board of Directors

VectivBio Holding AG

May 21, 2023

Page 3

assumed, at your direction, that the final executed Agreement will not differ in any respect material to our analysis or this opinion from the Draft Agreement reviewed by us. We have also assumed, at your direction, that the Transaction will be consummated on the terms set forth in the Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to our analysis or this opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to our analysis or this opinion. We have not evaluated and do not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. We are not legal, regulatory, tax or accounting advisors, and we express no opinion as to any legal, regulatory, tax or accounting matters.

We express no view as to, and our opinion does not address, the Company’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. This opinion is limited to and addresses only the fairness, from a financial point of view, as of the date hereof, to the holders of the Shares (other than Excluded Shares) of the Consideration to be paid to such holders pursuant to the Agreement. We have not been asked to, nor do we express any view on, and our opinion does not address, any other term or aspect of the Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, we express no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transaction, whether relative to the Consideration to be paid to the holders of the Shares pursuant to the Agreement or otherwise. Our opinion is necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof, and we do not have any obligation or responsibility to update, revise or reaffirm this opinion based on circumstances, developments or events occurring after the date hereof. Our opinion does not constitute a recommendation to any stockholder of the Company as to whether or not such holder should tender Shares in connection with the Tender Offer, or otherwise act with respect to the Transaction or any other matter.

The Board of Directors

VectivBio Holding AG

May 21, 2023

Page 4

Our financial advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of this opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Based upon and subject to the foregoing, including the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth herein, we are of the opinion, as of the date hereof, that the Consideration to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Agreement is fair, from a financial point of view, to such holders.

Very truly yours,

CENTERVIEW PARTNERS LLC

Exhibit (e)(2)

Confidentiality Agreement

VECTIVBIO HOLDING AG

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is entered into between VectivBio Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the “Company”) and Ironwood Pharmaceuticals, Inc. (the “Recipient”) as of March 29, 2023 (the “Effective Date”), to protect the confidentiality of certain confidential information of the Company to be disclosed to the Recipient solely for use in evaluating, pursuing and, if applicable, consummating a business relationship with the Company (the “Permitted Use”).

1. As used in this Agreement, “Confidential Information” will mean any and all technical and nontechnical information provided by the Company to the Recipient, on or after the date hereof, which may include without limitation information regarding: (a) patent and patent applications; (b) trade secrets, (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Company, including without limitation the Company’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties; and (d) all other information that the Recipient knew was confidential information of the Company.

2. Subject to Section 3, the Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information, except (a) to its directors, officers, employees, affiliates, advisors, financing sources, and agents (those who receive the Confidential Information, collectively “Representatives”) who need to know such information for the Permitted Use and are bound by confidentiality obligations at least as restrictive as those contained in this Agreement, or (b) as approved in writing by the Company, and will use the Confidential Information for no purpose other than the Permitted Use. The Recipient will also protect such Confidential Information with at least the same degree of care that the Recipient uses to protect its own Confidential Information, but in no case, less than reasonable care. The Recipient will be responsible for any breach of this Agreement by its Representatives.

3. The Recipient will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information that:

(a) was in the public domain at the time it was disclosed to the Recipient;

(b) entered the public domain subsequent to the time it was disclosed to the Recipient, through no breach of this Agreement by the Recipient;

(c) was, is or comes into the Recipient’s possession on a non-confidential basis, provided that the disclosing source is not known by Recipient to be subject to an agreement of confidentiality or similar non-disclosure agreement; or

(d) was independently developed by the Recipient or its Representatives without violating any of its obligations under this Agreement.

4. Notwithstanding the above, the Recipient may disclose certain Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by law, regulation or legal process including a valid order of a court or other governmental body having jurisdiction, provided that the Recipient provides the Company, to the extent legally permissible, with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Company in obtaining, in either case, at the Company’s sole expense, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Except as required by applicable law, regulation or legal process, without the Recipient’s prior written consent, the Company and its Representatives shall not identify the Recipient by name or by identifiable description in connection with a possible transaction between the parties, entering into this Agreement or being involved in discussions or negotiations concerning a possible transaction (“Transaction Information”) to any person other than a Representative who reasonably requires access to such information. For the avoidance of doubt, all Transaction information shall constitute Confidential Information hereunder.

5. Upon written request of the Company, the Recipient will, as promptly as practicable, return to the Company or destroy, at the Recipient’s option, all documents and other tangible materials representing any Confidential Information and all copies and summaries thereof and notes related thereto. Notwithstanding the foregoing, (i) any return or destruction is subject to applicable law and regulation, and (ii) nothing shall require the alteration, modification, deletion or destruction of back-up tapes or other back-up media made in the ordinary course of business (provided that any Confidential Information contained in such back-up tapes or other back-up media shall remain subject to the Recipient’s confidentiality obligations hereunder).

6. Confidential Information is and will remain the sole property of the Company. The Recipient recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Recipient will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information under this Agreement will result in any obligation on the part of either party to enter into any further agreement with the other, license any products or services to the other, or to require the Company to disclose any particular Confidential Information. Nothing in this Agreement creates or will be deemed to create any employment, joint venture, or agency between the parties.

7. Confidential Information will not be reproduced in any form except as reasonably required in connection with the Permitted Use and to accomplish the intent of this Agreement. Any reproduction of any Confidential Information will remain the property of the Company and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Company.

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8. In consideration of the Confidential Information being furnished by the Company to the Recipient, the Recipient hereby agrees that, for a period of one (1) year from the date hereof the Recipient will not, directly or indirectly, solicit to employ or hire any of the current executive officers, senior-level managers or other employees of the Company with whom Recipient came in contact in connection with its evaluation of a possible transaction with the Company (the individuals described in the foregoing, “Restricted Individuals”) or induce or attempt to induce any such Restricted Individual to terminate his or her employment relationship with the Company; provided, however, that the foregoing shall not prohibit the Recipient or any of its Representatives from: (i) soliciting employees through general job advertisements or similar notices that are not directed at Restricted Individuals (or from hiring those who respond); (ii) engaging any recruiting firm or similar organization to identify or solicit persons for employment on the Recipient’s behalf, or soliciting the employment of or hiring any employee who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target Restricted Individuals; (iii) soliciting or hiring any such person who is no longer employed by the Company; or (iv) hiring any person who approaches the Recipient on his or her own initiative without any encouragement from the Recipient.

9. In consideration of the Confidential Information being furnished by the Company to the Recipient, the Recipient hereby agrees that, for a period of one (1) year from the date hereof, unless the Recipient shall have been specifically invited in advance in writing by the board of directors of the Company or an authorized committee thereof, neither the Recipient nor any of its controlled affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) or Representatives acting on its behalf will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way assist, knowingly facilitate or knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (i) the acquisition of, or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities or indebtedness of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities measured by the price or value of any securities of the Company), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the 1934 Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities or otherwise; (ii) any tender or exchange offer, merger, consolidation, business combination involving the Company or acquisition or disposition of assets of the Company; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (iv) any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the 1934 Act), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 of the 1934 Act), or initiate, propose, encourage or otherwise solicit shareholders of the Company for the approval of any shareholder proposals with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (b) form, join or in any way participate in a “group” (as such term is used in Rule 13d-5(b)(1) of the 1934 Act) with respect to the ordinary shares or any other voting securities of the Company or any securities convertible into ordinary shares or any other voting securities of the Company or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek to control the management, board of directors or policies of the Company or to obtain representation on the board of directors of the Company; (d) take any action which would reasonably be expected to result in the Company being obligated to make a public announcement regarding any of the types of matters set forth in this paragraph; (e) enter into any discussions, arrangements, understandings or contracts with any third party with respect to any of the foregoing; (f) publicly disclose any intention, plan or arrangement regarding any of the matters referred to in this paragraph; or (g) request the Company to amend or waive any provision of this paragraph (including this clause (g)). Notwithstanding anything set forth in this Agreement, nothing shall prohibit Recipient or its Representatives at any time from making any proposal or offer regarding a possible

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transaction between the parties directly to the Company’s Chief Executive Officer on a confidential basis that would not reasonably be expected to require the Company to make any public disclosure with respect thereto. The provisions of this paragraph shall be inoperative and of no force or effect if a Competing Transaction occurs with respect to the Company. “Competing Transaction” shall mean that a person, other than the Recipient or its controlled affiliates: (i) enters into an agreement providing for the merger or consolidation, or any similar transaction, involving the Company in which, following consummation of such transaction, substantially all of the persons who, immediately prior to such transaction, had beneficial ownership of 50% or more of the voting power of the Company do not continue to beneficially own at least 50% of the voting power of the combined entity and do not have the ability to elect a majority of the directors of the combined entity, (ii) enters into an agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, more than 50% of the assets of the Company, (iii) enters into an agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, beneficial ownership of securities representing 50% or more of the voting power of the Company or (iv) commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company.

10. Each party acknowledges and agrees that it is aware (and that its Representatives are aware or, prior to receipt of any Confidential Information, the Recipient will advise its Representatives) that (a) the Confidential Information being furnished hereunder may contain material, non-public information regarding the Company or the Recipient and (b) the United States securities laws prohibit any persons who have material, non-public information concerning the matters which are the subject of this letter agreement from purchasing or selling securities of a company which may be a party to a transaction of the type contemplated by this letter agreement or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. The Recipient hereby represents that, as of the date hereof, neither it nor any of its controlled affiliates, directly or indirectly, (i) owns of record or beneficially any securities of the Company or (ii) possesses or has the right to possess (whether upon the occurrence of an event, lapse of time or otherwise) any economic interest, voting right or other right with respect to any security of the Company or any of its affiliates.

11. Except as set forth in Section 8 and Section 9, this Agreement and all obligations hereunder will terminate three years after the Effective Date.

12. THE COMPANY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS

FOR USE BY THE RECIPIENT AT ITS OWN RISK. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN AS MAY BE SET FORTH IN A DEFINITIVE AGREEMENT BETWEEN THE PARTIES.

13. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under this Agreement may be brought in the state courts and the Federal courts for the county in which Company’s principal place of business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. This Agreement may not be amended except by a writing signed by both parties.

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14. The parties hereby acknowledge that a breach of this Agreement will cause irreparable damage for which recovery of damages would be inadequate, and that the non-breaching party will be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

15. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17. All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.

18. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.

19. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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The parties have executed this Non-Disclosure Agreement as of the Effective Date.

Exhibit (e)(11)

HIGHLY CONFIDENTIAL

April 29, 2023

Luca Santarelli, M.D.

Chief Executive Officer

VectivBio Holding AG

Aeschenvorstadt 36

4501 Basel, Switzerland

Dear Mr. Santarelli,

This letter confirms our agreement with respect to the matters set forth below in connection with a potential negotiated transaction (the “Transaction”) between VectivBio Holding AG (the “Company”) and Ironwood Pharmaceuticals, Inc. (“Buyer”).

In order to induce Buyer to continue to engage in the substantial efforts necessary in connection with its review and negotiation of the proposed Transaction, during the Exclusivity Period the Company shall negotiate exclusively with Buyer with respect to a Transaction and the Company shall not, and shall cause its and its affiliates’ shareholders, directors, officers, employees, financial and legal advisors and other representatives (collectively, “Representatives”) not to, directly or indirectly, (a) initiate, solicit, or respond to any offer or proposal from, or engage in any discussions, negotiations or other communications with any person or group other than Buyer (and its Representatives acting on its behalf) concerning or relating to (i) the acquisition, in a single transaction or a series of related transactions, of any of the outstanding equity securities of the Company or its subsidiaries; (ii) the acquisition, in a single transaction or a series of related transactions, of any material portion of the assets or properties of the Company or its subsidiaries; (iii) the merger, consolidation or combination of the Company or any of its subsidiaries; or (iv) the recapitalization, restructuring, reorganization or other extraordinary transaction with respect to the Company or any of its subsidiaries (each of the foregoing in clauses (i) through (iv), an “Alternative Transaction”), (b) provide any person or group other than Buyer (and its Representatives acting on its behalf) with any information relating to the Company or any of its subsidiaries or their respective assets in furtherance of any Alternative Transaction, (c) enter into any agreement, arrangement or understanding with any person or group other than Buyer relating to, or consummate, any Alternative Transaction, or (d) otherwise cooperate in any way, assist or participate in, or take any action knowingly to facilitate or encourage any effort or attempt by any person or group (other than Buyer) to make an offer or proposal with respect to, or otherwise seek to effect, an Alternative Transaction; provided, however, that (A) the grant of stock options or restricted stock units by the Company to its employees and contractors in the ordinary course of business shall not be deemed to be an “Alternative Transaction” if such grant is made pursuant to the Company’s existing stock option plans and is consistent with the Company’s past practices, and (B) the issuance of stock by the Company to its employees and contractors upon the exercise of outstanding stock options shall not be deemed to be an “Alternative Transaction”.

The Company shall, and it shall cause each of its Representatives to, immediately terminate any and all discussions or negotiations with any person or group (other than Buyer and its Representatives acting on its behalf) with respect to, or that could reasonably be expected to lead to, an Alternative Transaction. As used herein, “Exclusivity Period” means the period beginning on the date first written above and ending at 11:59 p.m. Eastern Time on May 21, 2023.

It is expressly understood that neither Buyer nor the Company is obligated to proceed with the Transaction and that no binding agreement with respect to the Transaction (except as expressly set forth herein, with respect to which this letter agreement will be a valid and binding agreement) will exist unless and until such time as a definitive agreement has been executed by the parties.

The existence of this letter agreement, its contents and any discussions regarding the Transaction constitute “Confidential Information” covered by the Non-Disclosure Agreement dated as of March 29, 2023 between the Company and Buyer.

This letter agreement may be signed in counterparts, all of which taken together shall constitute one instrument, and the parties hereto may execute this letter agreement by signing any such counterpart. This letter agreement shall become effective upon execution by all parties hereto. An electronic copy of an executed signature page hereof will be deemed an original. This letter agreement will be governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof. The parties hereto acknowledge and agree that irreparable damage would occur in the event that any provision of this letter agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof (without the need to post any bond), in addition to any other remedy at law or in equity. This letter agreement (i) may not be assigned by either party hereto without the express written consent of the other party, and (ii) may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

Please confirm your agreement with the foregoing by signing and returning to the undersigned a counterpart of this letter agreement.

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Exhibit (e)(12)

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 11, 2023, by and between VectivBio US, Inc. (the “Company”), and Kevin Harris (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive as Chief Commercial Officer of the VectivBio group, comprising VectivBio Holding AG and its subsidiaries (the “VectivBio Group”), and to enter into an agreement embodying the terms of such employment;

WHEREAS, Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

1. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Executive will serve as Chief Commercial Officer of the VectivBio Group, and report to the Chief Executive Officer of the VectivBio Group. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company and the VectivBio Group, as shall reasonably be assigned to Executive by the Chief Executive Officer of the VectivBio Group. Executive shall work in the Company’s NY/NJ headquarters at least three (3) full days per week, and is permitted to work from home for the balance of Executive’s working time.

(b) Term. The Executive’s first day of work was November 18, 2019 (the “Effective Date”). The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

(c) Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company’s Chief Executive Officer.

2. At-Will Employment. The Parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause, for any reason or no reason, subject to compliance with the notice period set forth below. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company.

(a) Notice Period. The Parties agree that they have to provide each other with at least six (6) months of prior written notice of termination or resignation, as applicable, unless such termination is by the Company for Cause or Executive resigns for Good Reason. If the Company terminates Executive’s employment for Cause, the notice of termination shall state that fact, describe the basis for Cause on or before the termination of employment and specify an effective termination date at the Company’s sole discretion (including termination with immediate effect). In case of resignation by Executive for Good Reason, the notice of termination shall specify an effective termination date as elected by Executive, but not

later than the date which is six (6) months after the date of such notice of termination. In the event of a resignation without Good Reason, the Company is entitled to accelerate the termination date and such acceleration of the termination date shall be treated as a termination with Cause. The Parties are permitted to reduce any contractual notice period as mutually agreed in writing. For avoidance of doubt, in the event that a basis for a termination for Cause arises during a notice period, the Company shall be entitled to immediately terminate Executive’s employment without further notice. For further avoidance of doubt, Executive shall remain an employee of the Company subject to the terms set forth herein during any actual notice period, except as modified by the Parties in writing.

(i) The Company shall retain the right to modify, reduce, eliminate, or otherwise alter Executive’s duties, position and/or responsibilities during any notice period (in such case, the “Garden Leave Period”). Should the Company fully release Executive from any duty to work during the Garden Leave Period, the Annual Incentive Bonus shall be paid pro rata temporis and be calculated as follows: (x) the portion of Executive’s Annual Incentive Bonus that is based on individual goals (if any) shall be calculated assuming Executive’s achievement of the individual goals at target level (i.e., 100%); and (y) the portion of Executive’s Annual Incentive Bonus that is based on corporate (i.e., non-individual) goals (if any) shall be calculated based on actual achievement of the corporate goals, with such amount paid when bonuses are otherwise scheduled to be paid under the annual bonus program. Upon a termination of employment by the Company without Cause or by Executive for Good Reason, then, if Executive timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay Executive’s premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, for the maximum period permissible under applicable law, but no longer than the earlier of eighteen (18) months or such earlier date on which Executive becomes eligible for health coverage from another employer (the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period. Notwithstanding the foregoing, if Executive timely elects continued group health plan continuation coverage under COBRA and at any time thereafter the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring penalties under applicable law, then in lieu of paying the COBRA premiums on Executive’s behalf, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding (such amount, the “COBRA Payments”). Such COBRA Payments shall end upon expiration of the COBRA Payment Period.

(ii) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful failure to substantially perform the material duties and obligations under this Agreement (for reasons other than death or disability), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Executive’s failure or refusal to comply with the policies, standards and regulations established by the Company or the VectivBio Group (to the extent applicable to Executive) from time to time which results in a material loss, damage, or injury directly to the Company, and, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Executive that benefits Executive at the expense of the Company or the VectivBio Group; (iv) the Executive’s violation of a federal or state law or regulation applicable to the Company’s or the VectivBio Group’s business; (v) the Executive’s violation of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; (vi) the Executive’s material breach of the terms of this Agreement or the Confidential Information Agreement (defined below); (vii) the Company’s severe financial distress, whereby the Company is in the process of winding down its business and Executive’s employment is terminated in connection with such winding down; or (viii) Executive’s refusal to perform lawful duties and tasks assigned by the Company during any notice period.

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(iii) For purposes of this Agreement, “Good Reason” shall mean Executive’s written notice of Executive’s intent to resign for Good Reason with a reasonable description of the grounds therefor within 30 days after the occurrence of one or more of the following without Executive’s consent, and subsequent resignation within 30 days following the expiration of any Company cure period (discussed below): (i) a material reduction of Executive’s duties, position or responsibilities; (ii) a reduction in Executive’s Base Salary (other than a reduction of not more than 10% that is applicable to similarly situated executives of the Company or if the General Meeting does not approve the aggregate compensation of the executive committee of the Group); (iii) a material breach of this Agreement by the Company; or (iv) the company requirement of a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than 50 miles from Executive’s then present location will not be considered a material change in geographic location. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 30 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice if such act or omission is capable of cure. For avoidance of doubt, no reduction or elimination of Executive’s duties, position or responsibilities, or other changes to Executive’s compensation as permitted under this Agreement, shall constitute Good Reason hereunder during any Garden Leave Period.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary at a rate of $425,000.00 annualized, as modified from time to time at the discretion of the Chief Executive Officer and the Board of Directors of VectivBio Holding AG (the “Board”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then-existing Base Salary) shall serve as the “Base Salary” for purposes of this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.

(b) Annual Bonus. Executive will also be eligible to earn an annual incentive bonus, which shall be targeted at 40% of the Base Salary (the “Annual Incentive Bonus”). The bonus payment shall be based on the achievement of pre-determined annual corporate and | or individual performance goals, as determined by the Company. Annual Incentive Bonuses are not earned until the respective goals have been fully achieved and are paid generally during the first calendar quarter of the subsequent year, but no later than December 31 of such subsequent year (subject to required withholding).

4. Employee Benefits. During the Employment Term, Executive will be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending accounting plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Business Expenses. During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

6. Tax Advice Reimbursement. Executive shall be eligible to a tax reimbursement payment to cover the Executive’s expenses in connection with the preparation and filing of the Executive’s tax return in the amount of the actual cost incurred and as documented, but in no event higher than $5,000 per annum, which shall be paid annually (the “Tax Advice Reimbursement”). The gross Tax Advice Reimbursement payments are subject to deductions.

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7. Shareholder Approval. Any compensation (including allowances and fringe benefits) to be paid under this Employment Agreement is, to the extent required by applicable Swiss law and the articles of association of VectivBio Holding AG, subject to approval by the general meeting of shareholders of VectivBio Holding AG (the “General Meeting”). The Executive agrees that in case the General Meeting does not approve the aggregate compensation of the executive committee of the Group (or a relevant portion thereof) and the Company pays out an interim compensation, any such compensation is paid or granted on a conditional basis only and will, upon first request by the Company, be deemed forfeited or have to be paid back if the General Meeting later only approves an amount that is lower than what has been paid out already on an ad interim basis.

8. Paid Time Off. Executive will be eligible to accrue a maximum of twenty (20) days of paid time off per year, in accordance with the Company’s paid time off policy, which shall be taken subject to the demands of the Company’s business and Executive’s obligations as an employee of the Company with a substantial degree of responsibility.

9. Company Matters.

(a) Proprietary Information and Inventions. Executive agrees to comply with the Amended and Restated Employee Confidential Information and Inventions Assignment Agreement (the “Confidential Information Agreement”) Executive executed on the date hereof.

(b) Notification of New Employer. In the event that Executive leaves the employ of the Company, Executive grants consent to notification by the Company to Executive’s new employer about Executive’s rights and obligations under this Agreement and the Confidential Information Agreement.

10. Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Confidential Information Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York, New York by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment or discrimination claims to the extent prohibited by applicable law that is not preempted by the Federal Arbitration Act. A hard copy of the rules will be provided to Executive upon request. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement, if challenged by either Party, shall be decided by a federal court located in the state of New York. However, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company

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would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modified in the Confidential Information Agreement, each Party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment or discrimination claims that is not preempted by the Federal Arbitration Act, in the event Executive intends to bring multiple claims, including a sexual harassment or discrimination claim, the sexual harassment or discrimination may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

11. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

12. Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company.

13. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

14. Integration. This Agreement, together with the Annexes, plans and agreements referred to herein represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including, but not limited to, the Executive Employment Agreement between the Parties dated August 3, 2021. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

This Agreement supersedes and replaces the previous employment agreement dated as of August 3, 2021 as amended, in its entirety, with effect as of January 1, 2023.

15. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

16. Waiver. No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver. The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach

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17. Governing Law. This Agreement will be governed by the laws of the State of New York (with the exception of its conflict of laws provisions).

18. Conflicts with Swiss Mandatory Law. In the event of any conflict between this Agreement and applicable mandatory Swiss law, the Company shall have the right to unilaterally modify this Agreement to the extent necessary to comply with Swiss law.

19. Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

20. Counterparts. This Agreement may be executed in counterparts that may be executed, exchanged, and delivered by facsimile, photo, e-mail PDF, Docusign/Echosign or a similarly accredited secure signature service, or other electronic transmission or signature. Each counterpart will be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

21. Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

22. Construction of Agreement. This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party.

23. Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, no pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any other guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A to the extent such payments or benefits are conditioned on termination of employment.

(b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above.

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(d) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

(e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

[Remainder of page is intentionally blank; Signature page follows]

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

VECTIVBIO

EXECUTIVE EMPLOYMENT AGREEMENT

SIGNATURE PAGE

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Exhibit (e)(13)

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 11, 2023, by and between VectivBio US, Inc. (the “Company”), and Scott Applebaum (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive as Chief Legal Officer and Corporate Secretary of the VectivBio group, comprising VectivBio Holding AG and its subsidiaries (the “VectivBio Group”), and to enter into an agreement embodying the terms of such employment;

WHEREAS, Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

1. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Executive will serve as Chief Legal Officer and Corporate Secretary of the VectivBio Group, and report to the Chief Executive Officer of the VectivBio Group in his capacity as Chief Legal Officer and to the Board of Directors of VectivBio Holding AG in his capacity as Corporate Secretary. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company and the VectivBio Group, as shall reasonably be assigned to Executive by the Chief Executive Officer of the VectivBio Group or the Board of Directors of VectivBio Holding AG, as applicable. Executive shall work currently at Executive’s residence and otherwise in accordance with the Company’s policies governing work location and as agreed between Executive and the Chief Executive Officer of the VectivBio Group.

(b) Term. The Executive’s first day of work was August 31, 2021 (the “Effective Date”). The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

(c) Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company’s Chief Executive Officer.

2. At-Will Employment. The Parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause, for any reason or no reason, subject to compliance with the notice period set forth below. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company.

(a) Notice Period. The Parties agree that they have to provide each other with at least six (6) months of prior written notice of termination or resignation, as applicable, unless such termination is by the Company for Cause or Executive resigns for Good Reason. If the Company terminates Executive’s employment for Cause, the notice of termination shall state that fact, describe the basis for Cause on or before the termination of employment and specify an effective termination date at the Company’s sole discretion (including termination with immediate effect). In case of resignation by Executive for Good Reason, the notice of termination shall specify an effective termination date as elected by Executive, but not later than the date which is six (6) months after the date of such notice of termination. In the event of a resignation without Good Reason, the Company is entitled to accelerate the termination date and such acceleration of the termination date shall be treated as a termination with Cause. The Parties are permitted to reduce any contractual notice period as mutually agreed in writing. For avoidance of doubt, in the event that a basis for a termination for Cause arises during a notice period, the Company shall be entitled to immediately terminate Executive’s employment without further notice. For further avoidance of doubt, Executive shall remain an employee of the Company subject to the terms set forth herein during any actual notice period, except as modified by the Parties in writing

(i) The Company shall retain the right to modify, reduce, eliminate, or otherwise alter Executive’s duties, position and/or responsibilities during any notice period (in such case, the “Garden Leave Period”). Should the Company fully release Executive from any duty to work during the Garden Leave Period, the Annual Incentive Bonus shall be paid pro rata temporis and be calculated as follows: (x) the portion of Executive’s Annual Incentive Bonus that is based on individual goals (if any) shall be calculated assuming Executive’s achievement of the individual goals at target level (i.e., 100%); and (y) the portion of Executive’s Annual Incentive Bonus that is based on corporate (i.e., non-individual) goals (if any) shall be calculated based on actual achievement of the corporate goals, with such amount paid when bonuses are otherwise scheduled to be paid under the annual bonus program. Upon a termination of employment by the Company without Cause or by Executive for Good Reason, then, if Executive timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay Executive’s premiums on behalf of Executive for Executive’s continued coverage under the Company’s group health plans, including coverage for Executive’s eligible dependents, for the maximum period permissible under applicable law, but no longer than the earlier of eighteen (18) months or such earlier date on which Executive becomes eligible for health coverage from another employer (the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period. Notwithstanding the foregoing, if Executive timely elects continued group health plan continuation coverage under COBRA and at any time thereafter the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring penalties under applicable law, then in lieu of paying the COBRA premiums on Executive’s behalf, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding (such amount, the “COBRA Payments”). Such COBRA Payments shall end upon expiration of the COBRA Payment Period.

(ii) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful failure to substantially perform the material duties and obligations under this Agreement (for reasons other than death or disability), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Executive’s failure or refusal to comply with the policies, standards and regulations established by the Company or the VectivBio Group (to the extent applicable to Executive) from time to time which results in a material loss, damage, or injury directly to the Company, and, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Executive that benefits Executive at the expense of the Company or the VectivBio

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Group; (iv) the Executive’s violation of a federal or state law or regulation applicable to the Company’s or the VectivBio Group’s business; (v) the Executive’s violation of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; (vi) the Executive’s material breach of the terms of this Agreement or the Confidential Information Agreement (defined below); (vii) the Company’s severe financial distress, whereby the Company is in the process of winding down its business and Executive’s employment is terminated in connection with such winding down; or (viii) Executive’s refusal to perform lawful duties and tasks assigned by the Company during any notice period.

(iii) For purposes of this Agreement, “Good Reason” shall mean Executive’s written notice of Executive’s intent to resign for Good Reason with a reasonable description of the grounds therefor within 30 days after the occurrence of one or more of the following without Executive’s consent, and subsequent resignation within 30 days following the expiration of any Company cure period (discussed below): (i) a material reduction of Executive’s duties, position or responsibilities; (ii) a reduction in Executive’s Base Salary (other than a reduction of not more than 10% that is applicable to similarly situated executives of the Company or if the General Meeting does not approve the aggregate compensation of the executive committee of the Group); (iii) a material breach of this Agreement by the Company; or (iv) the company requirement of a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than 50 miles from Executive’s then present location will not be considered a material change in geographic location. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 30 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice if such act or omission is capable of cure. For avoidance of doubt, no reduction or elimination of Executive’s duties, position or responsibilities, or other changes to Executive’s compensation as permitted under this Agreement, shall constitute Good Reason hereunder during any Garden Leave Period.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary at a rate of $420,000.00 annualized, as modified from time to time at the discretion of the Chief Executive Officer and the Board of Directors of VectivBio Holding AG (the “Board”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then-existing Base Salary) shall serve as the “Base Salary” for purposes of this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.

(b) Annual Bonus. Executive will also be eligible to earn an annual incentive bonus, which shall be targeted at 40% of the Base Salary (the “Annual Incentive Bonus”). The bonus payment shall be based on the achievement of pre-determined annual corporate and | or individual performance goals, as determined by the Company. Annual Incentive Bonuses are not earned until the respective goals have been fully achieved and are paid generally during the first calendar quarter of the subsequent year, but no later than December 31 of such subsequent year (subject to required withholding). For the financial year 2023, the Annual Incentive Bonus will be targeted at 80% of the Base Salary.

(c) New Hire Equity Award. Pursuant to the terms and subject to the conditions of the VectivBio Holding AG 2021 Equity Incentive Plan (the “Equity Incentive Plan”) and of an award agreement entered into between the Executive and VectivBio Holding AG (the “Stock Option Agreement” and, together with the Equity Incentive Plan, the “Equity Incentive Regulations”), the Executive received 160,000 stock options. This grant was subject to approval by the board of directors of VectivBio Holding AG. The Equity Incentive Regulations constitute the entire agreement with respect to the Executive’s entitlement to the equity award pursuant to this clause. The grant shall not provide a right to future grants. The grant of stock options, their vesting or the sale of underlying shares may be subject to taxation and deductions. Executive will be eligible for additional grants based on market benchmarking, subject to the discretion of the Board.

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(d) Sign-on Bonus: Subject to the below conditions, Executive was granted a one-time sign-on bonus in the amount of $120,000.00 (the “Sign-on Bonus”). The Sign-on Bonus was paid in two equal installments as follows: the first payment of $60,000.00 was made within thirty days (30) after the date Executive commences employment with the Company; the second payment of $60,000.00 was made on or about Executive’s one year anniversary of the date Executive commences employment with the Company and, in each case, subject to Executive’s continued employment with the Company. If Executive’s employment with the Company is terminated for Cause or Executive resigns without Good Reason before (i) the second anniversary date of the date Executive commences employment with the Company, Executive shall repay the Company all of the installments of the Sign-on Bonus paid to date, on a pro-rata basis, to Executive’s termination date with the Company. Should there be a Change in Control (as defined in the Company’s equity agreements) and Executive’s position is eliminated as part of the Change in Control, Executive will not be required to repay any paid installment(s) and any installment not yet paid will be paid in accordance with the above payment schedule. Executive further acknowledges and agrees that the Sign-on Bonus is a special allowance, which is granted to Executive at the sole discretion of the Company and does not create any entitlement to future bonus. The Sign-on Bonus is subject to applicable withholdings.

(e) Retention Payment. Executive shall receive a retention payment in the amount of his Base Salary of $420,000 (the “Retention Payment”), subject to him not giving notice of resignation (other than for Good Reason), and not receiving a notice of termination for Cause, in either case during the Retention Period. The “Retention Period” shall be the period beginning on the date hereof and ending on the earlier of (a) the closing of a public tender offer by “Stone” for all the outstanding shares of the Company, or (b) October 31, 2023. The Retention Payment shall be payable within three business days following the last day of the Retention Period.

4. Employee Benefits. During the Employment Term, Executive will be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending accounting plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Business Expenses. During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

6. Tax Advice Reimbursement. Executive shall be eligible to a tax reimbursement payment to cover the Executive’s expenses in connection with the preparation and filing of the Executive’s tax return in the amount of the actual cost incurred and as documented, but in no event higher than $5,000 per annum, which shall be paid annually (the “Tax Advice Reimbursement”). The gross Tax Advice Reimbursement payments are subject to deductions.

7. Shareholder Approval. Any compensation (including allowances and fringe benefits) to be paid under this Employment Agreement is, to the extent required by applicable Swiss law and the articles of association of VectivBio Holding AG, subject to approval by the general meeting of shareholders of VectivBio Holding AG (the “General Meeting”). The Executive agrees that in case the General Meeting does not approve the aggregate compensation of the executive committee of the Group (or a relevant portion thereof) and the Company pays out an interim compensation, any such compensation is paid or granted on a conditional basis only and will, upon first request by the Company, be deemed forfeited or have to be paid back if the General Meeting later only approves an amount that is lower than what has been paid out already on an ad interim basis.

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8. Paid Time Off. Executive will be eligible to accrue a maximum of twenty (20) days of paid time off per year, in accordance with the Company’s paid time off policy, which shall be taken subject to the demands of the Company’s business and Executive’s obligations as an employee of the Company with a substantial degree of responsibility.

9. Company Matters.

(a) Proprietary Information and Inventions. Executive agrees to comply with the Amended and Restated Employee Confidential Information and Inventions Assignment Agreement (the “Confidential Information Agreement”) Executive executed on the date hereof.

(b) Notification of New Employer. In the event that Executive leaves the employ of the Company, Executive grants consent to notification by the Company to Executive’s new employer about Executive’s rights and obligations under this Agreement and the Confidential Information Agreement.

10. Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Confidential Information Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York, New York by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment or discrimination claims to the extent prohibited by applicable law that is not preempted by the Federal Arbitration Act. A hard copy of the rules will be provided to Executive upon request. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement, if challenged by either Party, shall be decided by a federal court located in the state of New York. However, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modified in the Confidential Information Agreement, each Party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may

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be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment or discrimination claims that is not preempted by the Federal Arbitration Act, in the event Executive intends to bring multiple claims, including a sexual harassment or discrimination claim, the sexual harassment or discrimination may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

11. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

12. Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company.

13. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

14. Integration. This Agreement, together with the Annexes, plans and agreements referred to herein represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including, but not limited to, the Executive Employment Agreement between the Parties dated August 16, 2021. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

This Agreement supersedes and replaces the previous employment agreement dated as of August 16, 2021, as amended, in its entirety, with effect as of January 1, 2023.

15. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

16. Waiver. No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver. The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach

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17. Governing Law. This Agreement will be governed by the laws of the State of New York (with the exception of its conflict of laws provisions).

18. Conflicts with Swiss Mandatory Law. In the event of any conflict between this Agreement and applicable mandatory Swiss law, the Company shall have the right to unilaterally modify this Agreement to the extent necessary to comply with Swiss law.

19. Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

20. Counterparts. This Agreement may be executed in counterparts that may be executed, exchanged, and delivered by facsimile, photo, e-mail PDF, Docusign/Echosign or a similarly accredited secure signature service, or other electronic transmission or signature. Each counterpart will be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

21. Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

22. Construction of Agreement. This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party.

23. Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, no pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any other guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A to the extent such payments or benefits are conditioned on termination of employment.

(b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above.

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(d) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

(e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

[Remainder of page is intentionally blank; Signature page follows]

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

VECTIVBIO

EXECUTIVE EMPLOYMENT AGREEMENT

SIGNATURE PAGE

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Exhibit (e)(14)

Confidential

Table of Contents

The Manager is hereby employed by the Company and is directly subordinated and shall report to the Chief Executive Officer of the Company and of the VectivBio Group (the Group). The Manager will be expected to assume the position of Chief Medical Officer and perform all duties commonly associated with such position. The Manager’s duties and responsibilities shall be those periodically assigned to the Manager and those set forth below as well as those set forth in the organizational regulations of the board of directors of VectivBio Holding, a corporation with its registered office in Basel (VectivBio Holding), (the Board) and the board of directors of the Company as periodically amended and the directives, policies and regulations periodically issued by the Company or VectivBio Holding.

Subject to the direction and supervision of the Company, specific responsibilities of the Manager will include, but shall not be limited to:

The place of work of the Manager will primarily be at the premises of the Company currently located in Basel. The Manager is aware of and accepts that he will be required to travel frequently.

The Manager’s first day of work was May 15, 2021 (the Effective Date).

The term of employment shall be for an unlimited period. The employment ends as result of termination by either Party in accordance with the terms of this Employment Agreement or applicable law. This Employment Agreement will be terminated without further notice at the end of the month during which the Manager reaches the statutory retirement age.

The work quota of the Manager shall be 100% of his business time and the Manager engages to devote his entire working time, attention, interest, abilities and energies to the performance of his duties and obligations under this Employment Agreement. The minimum working time is 42 hours per week.

During the term of this Employment Agreement and without the explicit approval by the Company, the Manager is not allowed to carry out any paid or unpaid work (neither full time nor part time) for another employer or principal. In any case, the Manager shall not engage in any activities which might lead to a conflict of interest in accordance with Clause 19.

The Manager agrees to perform the work assigned to him carefully and efficiently and to loyally safeguard the Company’s and the Group’s legitimate interests as well as to comply with all relevant general directives and instructions of the Company and the Group.

The Manager is required to conduct in an honest, lawful and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships, and adhere to a high standard of business ethics.

The Manager’s annual salary will be CHF 450,000 gross for a 100% work quota per annum (the Base Salary). The Manager will be paid monthly on the Company’s regular paydays. The Base Salary will be reviewed periodically by the CEO and the Board, whereby the Manager is not entitled to a salary increase.

In consideration of the position of the Manager, the Base Salary will cover any over-hours (Überstunden) and no additional compensation, neither by time off nor by additional salary payment, shall be due for any such over-hours. If the Manager is subject to the Swiss Labor Law Act, the Company has the right to require that overtime work (Überzeit) be compensated by leisure time of the same duration. The Manager hereby expressly declares to accept such request, including during the notice period.

The following deductions (i.e., the Manager’s share respective portion) shall be made from the gross monthly Base Salary payments: social security contributions, non-work related accident insurance, compulsory unemployment insurance, source tax (if applicable) and any other legally required deductions (collectively, the Deductions).

The Manager shall be eligible to:

The gross Benefits payments are subject to Deductions.

The Manager is eligible for an annual incentive bonus, which shall be targeted at 40% of the Base Salary (the Annual Incentive Bonus). The bonus payment shall be based on the achievement of pre-determined annual corporate and / or individual performance goals, as determined by the Company. Annual Incentive Bonuses are not earned until the respective goals have been fully achieved and are paid generally during the first calendar quarter of the subsequent year. Annual Incentive Bonuses are subject to Deductions.

The Company will reimburse the Manager for authorized business expenses necessarily and reasonably incurred by the Manager on behalf of the Company and in the ordinary course of the performance of his duties, which are documented in accordance with the applicable Company and / or Group expense reimbursement policies and procedures in effect from time to time.

The details of the pension fund insurance are described in the applicable regulations of the Company’s pension fund institution, a copy of which has been handed out to the Manager separately.

Any compensation (including allowances and fringe benefits) to be paid under this Employment Agreement is, to the extent required by applicable Swiss law and the articles of association of VectivBio Holding, subject to approval by the general meeting of shareholders of VectivBio Holding (General Meeting).

The Manager agrees that in case the General Meeting does not approve the aggregate compensation of the Executive Committee of the Group (or a relevant portion thereof) and the Company pays out an interim compensation, any such compensation is paid or granted on a conditional basis only and will, upon first request by the Company, be deemed forfeited or have to be paid back if the General Meeting later only approves an amount that is lower than what has been paid out already on an ad interim basis.

The Manager is insured against occupational and non-occupational accidents and against occupational diseases in accordance with the statutory provisions. In case of temporary or permanent inability to work due to an accident, the Base Salary will be covered by any compulsory and additional accident insurance (UVG) the Company has in place. The coverage will be subject to any applicable laws, rules and regulations related to the policy at any time. The costs of work related accident insurance are borne by the Company; those for non-work related accident insurance are shared equally between the Company and the Manager.

The Company may (but is not obliged to) establish a long-term disability plan (Krankentaggeldversicherung), which guarantees reimbursement of at least 80% of the Manager’s salary after a respective waiting period for a maximum of 720 days. Should the insurance, for what reason whatsoever, not pay such insurance benefits, article 324a of the CO shall apply. In any case, the insurance cover ends at the end of employment. The premiums for the long-term disability plan shall be borne equally by the Company and the Manager.

The terms and conditions of all insurances are described in the respective policies, a copy of which has been handed out to the Manager separately.

If the Manager is unable to attend work due to sickness or accident or any other reason, the Manager must immediately notify the Company indicating the reason for being absent at that time and the likely duration of the absence. The Manager must keep the Company informed as to the continuation and likely duration of the absence. If the Manager is unable to work due to illness or an accident, which exceeds three working days, a medical certificate from the Manager’s doctor must be provided to the Company. In any event, the Company has the right to have the Manager examined by a doctor of its choice and shall bear such expense.

The Manager is being granted four weeks of vacation per calendar year. Timing of vacation days is to be agreed upon ahead of time between the Manager and the Company, in order to guarantee the smooth running of the Company’s operations.

The employment may be terminated by either Party upon six months’ written notice with effect as per the end of any calendar month.

Termination may be given by either Party at any time for cause.

The Company shall be entitled to release the Manager from his duty to work (the Garden Leave) at any time. During the period of garden leave (the Garden Leave Period), the Manager undertakes not to pursue any employment or other assignment without obtaining prior written consent from the Company. If such written consent is given and the Manager takes up new employment during the Garden Leave Period, the resulting income shall be deducted from his compensation due under this Employment Agreement.

If the Company has granted the Manager Garden Leave:

Upon termination of the employment, and in no case later than at the date on which the employment is terminated, the Manager shall – without any request from the Company – return to the Company all work products related to the Company or any Group company and the like regardless of the form in which they exist (including computer files, source codes and documentation).

The Manager further acknowledges that it shall be strictly forbidden to make any records or copies of such work products, of products and documents pertaining to the Company or any Group company, of contracts and correspondence for his private use or purposes unrelated to the performance of this Employment Agreement.

The Manager shall comply with the Company’s standard Proprietary Information and Inventions Agreement attached hereto as Annex A, which prohibits unauthorized use or disclosure of the Company’s or its Affiliates’ (as defined below) proprietary information as well as any inventions or other work results.

The Manager shall not use or disclose any confidential information, including trade secrets, of any former employer or other person to whom he has an obligation of confidentiality and shall use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company or its Affiliates. The Manager represents and warrants that he has the capacity to perform his obligations under this Employment Agreement, including but not limited to his professional duties as discussed between the Parties, within the limitations set forth under this Clause 17.

For all the duration of the Employment Agreement and after its termination for whatsoever cause, the Manager will undertake to keep the utmost confidentiality towards any third party and not to make use in any manner, to his own benefit or to the benefit of third parties, and not to divulge or to allow the access of third parties to the information of any nature inherent to the Company, VectivBio Holding or any of its affiliates, subsidiaries or joint ventures currently existing or which shall be established during the Manager’s employment by the Company or any Group company (collectively Affiliates), such as scientific, business, commercial or financial information, and any other information of secret nature relating to the said companies with regard to all the information of scientific, business, commercial, technical and financial character related to the Company or any Affiliate the Manager may become aware of while carrying on his duties, recognizing that said information constitutes a business secret.

This confidentiality undertaking includes but is not limited to all information concerning the strategy, politics and any plans of the Company or any of the Affiliates, the names of the customers and of the suppliers, the investment and development plans and any other information relating to the activity of the Company or the Affiliates.

Corporate and technical documents, papers, hardware and software of any type, including all documents or information regarding plans, production processes, methods, technical and product bulletins, researches, correspondence, list of customers, sales reports, personal notes on acts or facts relating to the Manager’s activity under this Employment Agreement, shall be kept with the utmost care and confidentiality.

The Manager agrees that, except as approved from time to time in accordance with Clause 4 above, during the term of this Employment Agreement and for a period of twelve (12) months thereafter, he shall refrain from engaging in any activity directly or indirectly (including through any companies or related persons) competing with the Company or its Affiliates, world-wide, in the field of short bowel syndrome (SBS). In particular, the Manager agrees that he will not:

The Company retains the right to request the Manager to cease immediately any breach of these non-compete and non-solicitation covenants and may seek court orders, including interim orders, prohibiting such breaches.

As a consideration for the Manager’s compliance with the post-contractual non-compete and non-solicitation covenants, the Company undertakes to pay to the Manager an amount of CHF 630,000 (the Non-Compete Compensation), payable in two equal installments on the first day of the post-contractual non-compete period and nine months thereafter. If the sum of (i) the Non-Compete Compensation and (ii) any income the Manager earns from any of his professional activities in respect of the eighteen-months period from the Termination Date exceeds CHF 1,843,004 (such excess amount, the Excess Amount), then the Company shall be entitled to deduct from the Non-Compete Compensation the Excess Amount or, if already paid, the Manager shall repay the Excess Amount to the Company. Upon request of the Company, and in any event at the end of each quarter during the post-contractual non-compete and non-solicitation period, the Manager shall inform the Company of any such income.

Should the Manager breach the post-contractual non-compete and non-solicitation covenants, the obligation of the Company to pay the Non-Compete Compensation shall lapse.

The Manager agrees that in addition to all other remedies that may otherwise be available to the Company in any specific case, he shall be required to pay liquidated damages in an amount equal to the Non-Compete Compensation for a violation of the undertakings set out in this Clause 18 Notwithstanding the payment of liquidated damages, the Manager shall be liable to the Company for any losses and damages incurred by the Company or any of its Affiliates in excess of its entitlement to the liquidated damages, and (ii) shall continue to be bound by the terms of the violated provision, for which the Company may continue to seek specific enforcement and / or injunctive relief as may be granted by any court of competent jurisdiction.

The post-contractual non-compete and non-solicitation covenants shall remain in effect irrespective of the reason for a termination by the Company or the Manager, as applicable, as long as the other Party agrees to the termination.

The Company processes personal data pertaining to the Manager in accordance with all applicable data protection laws. The Manager acknowledges that the Company may transfer to its Affiliates or any other third party (including, but not limited to, service providers, courts and public authorities) in Switzerland and / or abroad the Manager’s data for processing purposes.

This Employment Agreement, together with the Annexes, plans and agreements referred to herein forms the complete and exclusive statement of the terms of the Manager’s employment with the Company. The employment terms in this Employment Agreement supersede any other agreements or promises made to the Manager by anyone, whether oral or written.

This Employment Agreement supersedes and replaces the previous employment agreement dated as of April 12, 2021, as well as consultancy agreement dated as of May 22, 2021, as amended, in its entirety, with effect as of January 1, 2023.

This Employment Agreement and its terms may not be waived, changed, discharged or terminated orally or by any course of dealing between the Parties. This Employment Agreement (including this Clause 21) shall only be modified or amended in a written instrument signed by both Parties.

The Company reserves the right to unilaterally change, modify or amend the organizational regulations, directives, policies and regulations referred to herein at any time.

In case any one or more of the provisions contained in this Employment Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Employment Agreement, and this Employment Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Employment Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

This Employment Agreement is concluded under the condition that all required permissions according to applicable foreigner and immigration law provisions are obtained by the Manager as at the Effective Date.

In the event of any conflict between this Employment Agreement and applicable mandatory Swiss law, the Company shall have the right to unilaterally modify this Employment Agreement to the extent necessary to comply with Swiss law.

This Employment Agreement, including its existence, validity, interpretation, performance, breach or termination, shall in all respects be governed by, and construed in accordance with, the substantive laws of Switzerland, without giving effect to its conflict of laws provisions.

All disputes, claims or controversy arising under, out of or in connection with this Employment Agreement (or subsequent amendments thereof) shall be subject to the jurisdiction of the courts of the domicile or seat of the defendant, or the Manager’s ordinary place of work.

[Signatures on next page]

Exhibit (e)(15)

The Manager is hereby employed by the Company and is directly subordinated and shall report to the board of directors of the Company and of the VectivBio Group (the Group). The Manager will be expected to assume the position of Chief Executive Officer and head of the management team and perform all duties commonly associated with such position. The Manager’s duties and responsibilities shall be those periodically assigned to the Manager and those set forth in the organizational regulations of the board of directors of VectivBio Holding, a corporation with its registered office in Basel (VectivBio Holding), (the Board) and the board of directors of the Company as periodically amended and the directives, policies and regulations periodically issued by the Company or VectivBio Holding.

The place of work of the Manager will primarily be at the premises of the Company currently located in Basel. The Manager is aware of and accepts that he will be required to travel frequently.

The term of employment shall be for an unlimited period. The employment ends as result of termination by either Party in accordance with the terms of this Employment Agreement or applicable law. This Employment Agreement will be terminated without further notice at the end of the month during which the Manager reaches the statutory retirement age.

For the purposes of any provision where the Manager’s years of service are relevant, his start date with Therachon on January 1, 2016 shall be taken into account.

The work quota of the Manager shall be 100% of his business time and the Manager engages to devote his entire working time, attention, interest, abilities and energies to the performance of his duties and obligations under this Employment Agreement. The minimum working time is 42 hours per week.

During the term of this Employment Agreement and without the explicit approval by the Company, the Manager is not allowed to carry out any paid or unpaid work (neither full time nor part time) for another employer or principal. In any case, the Manager shall not engage in any activities which might lead to a conflict of interest in accordance with Clause 18.

The Manager agrees to perform the work assigned to him carefully and efficiently and to loyally safeguard the Company’s and the Group’s legitimate interests as well as to comply with all relevant general directives and instructions of the Company and the Group.

The Manager is required to conduct in an honest, lawful and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships, and adhere to a high standard of business ethics.

The Manager’s annual salary will be CHF 560,000.00 gross for a 100% work quota per annum (the Base Salary). The Manager will be paid monthly on the Company’s regular paydays. The Base Salary will be reviewed periodically by the Board, whereby the Manager is not entitled to a salary increase.

In consideration of the position of the Manager, the Base Salary will cover any over-hours (Überstunden) and no additional compensation, neither by time off nor by additional salary payment, shall be due for any such over-hours. If the Manager is subject to the Swiss Labor Law Act, the Company has the right to require that overtime work (Überzeit) be compensated by leisure time of the same duration. The Manager hereby expressly declares to accept such request, including during the notice period.

The following deductions (i.e., the Manager’s respective portion) shall be made from the gross monthly Base Salary payments: social security contributions, non-work related accident insurance, compulsory unemployment insurance, source tax (if applicable) and any other legally required deductions (collectively, the Deductions).

The Manager shall be eligible to:

The gross Benefits payments are subject to Deductions.

The Manager is eligible for an annual incentive bonus, which shall be targeted at 55% of the Base Salary (the Annual Incentive Bonus). The bonus payment shall be based on the achievement of pre-determined annual corporate and / or individual performance goals, as determined by the Company. Annual Incentive Bonuses are not earned until the respective goals have been fully achieved and are paid generally during the first calendar quarter of the subsequent year. Annual Incentive Bonuses are subject to Deductions.

The Company will reimburse the Manager for authorized business expenses necessarily and reasonably incurred by the Manager on behalf of the Company and in the ordinary course of the performance of his duties, which are documented in accordance with the applicable Company and / or Group expense reimbursement policies and procedures in effect from time to time.

The details of the pension fund insurance are described in the applicable regulations of the Company’s pension fund institution, a copy of which has been handed out to the Manager separately.

Any compensation (including allowances and fringe benefits) to be paid under this Employment Agreement is, to the extent required by applicable Swiss law and the articles of association of VectivBio Holding, subject to approval by the general meeting of shareholders of VectivBio Holding (General Meeting).

The Manager agrees that in case the General Meeting does not approve the aggregate compensation of the Executive Committee of the Group (or a relevant portion thereof) and the Company pays out an interim compensation, any such compensation is paid or granted on a conditional basis only and will, upon first request by the Company, be deemed forfeited or have to be paid back if the General Meeting later only approves an amount that is lower than what has been paid out already on an ad interim basis.

The Manager is insured against occupational and non-occupational accidents and against occupational diseases in accordance with the statutory provisions. In case of temporary or permanent inability to work due to an accident, the Base Salary will be covered by any compulsory and additional accident insurance (UVG) the Company has in place. The coverage will be subject to any applicable laws, rules and regulations related to the policy at any time. The costs of work related accident insurance are borne by the Company; those for non-work related accident insurance are shared equally between the Company and the Manager.

The Company may (but is not obliged to) establish a long-term disability plan (Krankentaggeldversicherung), which guarantees reimbursement of at least 80% of the Manager’s salary after a respective waiting period for a maximum of 720 days. Should the insurance, for what reason whatsoever, not pay such insurance benefits, article 324a of the CO shall apply. In any case, the insurance cover ends at the end of employment. The premiums for the long-term disability plan shall be borne equally by the Company and the Manager.

The terms and conditions of all insurances are described in the respective policies, a copy of which has been handed out to the Manager separately.

If the Manager is unable to attend work due to sickness or accident or any other reason, the Manager must immediately notify the Company indicating the reason for being absent at that time and the likely duration of the absence. The Manager must keep the Company informed as to the continuation and likely duration of the absence. If the Manager is unable to work due to illness or an accident, which exceeds three working days, a medical certificate from the Manager’s doctor must be provided to the Company. In any event, the Company has the right to have the Manager examined by a doctor of its choice and shall bear such expense.

The Manager is being granted four weeks of vacation per calendar year.

The employment may be terminated by either Party upon six (6) months’ written notice with effect as per the end of any calendar month.

Termination may be given by either Party at any time for cause.

The Company shall be entitled to release the Manager from his duty to work (the Garden Leave) at any time.

If the Company has granted the Manager Garden Leave:

If the Manager takes up a new employment during the Garden Leave period, the resulting income shall be deducted from his compensation due under this Employment Agreement.

Upon termination of the employment, and in no case later than at the date on which the employment is terminated, the Manager shall – without any request from the Company – return to the Company all work products related to the Company or any Group company and the like regardless of the form in which they exist (including computer files, source codes and documentation).

The Manager further acknowledges that it shall be strictly forbidden to make any records or copies of such work products, of products and documents pertaining to the Company or any Group company, of contracts and correspondence for his private use or purposes unrelated to the performance of this Employment Agreement.

The Manager shall comply with the Company’s standard Proprietary Information and Inventions Agreement attached hereto as Annex A, which prohibits unauthorized use or disclosure of the Company’s or its affiliates’ proprietary information as well as any inventions or other work results.

The Manager shall not use or disclose any confidential information, including trade secrets, of any former employer or other person to whom he has an obligation of confidentiality and shall use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company or its affiliates. The Manager represents and warrants that he has the capacity to perform his obligations under this Employment Agreement, including but not limited to his professional duties as discussed between the Parties, within the limitations set forth under this Clause 16.

For all the duration of the Employment Agreement and after its termination for whatsoever cause, the Manager will undertake to keep the utmost confidentiality towards any third party and not to make use in any manner, to his own benefit or to the benefit of third parties, and not to divulge or to allow the access of third parties to the information of any nature inherent to the Company, VectivBio Holding or any of its affiliates, subsidiaries or joint ventures currently existing or which shall be established during the Manager’s employment by the Company or any of its affiliates, such as scientific, business, commercial or financial information, and any other information of secret nature relating to the said companies with regard to all the information of scientific, business, commercial, technical and financial character related to the Company or any Affiliate the Manager may become aware of while carrying on his duties, recognizing that said information constitutes a business secret.

This confidentiality undertaking includes but is not limited to all information concerning the strategy, politics and any plans of the Company or any of the affiliates, the names of the customers and of the suppliers, the investment and development plans and any other information relating to the activity of the Company or the affiliates.

Corporate and technical documents, papers, hardware and software of any type, including all documents or information regarding plans, production processes, methods, technical and product bulletins, researches, correspondence, list of customers, sales reports, personal notes on acts or facts relating to the Manager’s activity under this Employment Agreement, shall be kept with the utmost care and confidentiality.

The Manager agrees that, except as approved from time to time in accordance with Clause 4 above, during the term of this Employment Agreement and for a period of eighteen (18) months thereafter, he shall refrain from engaging in any activity directly or indirectly (including through any companies or related persons) competing with the Company or its affiliates, world-wide, in the field of short bowel syndrome (SBS). In particular, the Manager agrees that he will not: