Exhibit 4.9

Promissory Notes (Schuldscheindarlehen)

The five promissory note loan agreements (collectively, the “Promissory Notes”) each govern an unsecured promissory note loan among Evotec SE, as borrower (the “Borrower”), Deutsche Bank AG and Landesbank Baden-Württemberg (“LBBW,” and, together with the Borrower and Deutsche Bank AG, the “Parties”), as arrangers and LBBW as the original lender.

The following table provides an overview of the financial terms of the Promissory Notes:

Number

Borrower

Arranger

Original
Lender

Principal
(in
millions of EUR)

Interest

Funding
Date

Maturity
Date

617548102

Evotec SE

Deutsche Bank AG, LBBW

LBBW

58.5

0.9% p.a.

24 June 2019

24 June 2024

617548129

Evotec SE

Deutsche Bank AG, LBBW

LBBW

38.0

1.122% p.a.

24 June 2019

24 June 2026

617548145

Evotec SE

Deutsche Bank AG, LBBW

LBBW

54.0

2.00% p.a.

24 June 2019

25 June 2029

617548110

Evotec SE

Deutsche Bank AG, LBBW

LBBW

50.0

EURIBOR + 0.9% p.a.

24 June 2019

24 June 2024

617548137

Evotec SE

Deutsche Bank AG, LBBW

LBBW

14.5

EURIBOR + 1.1% p.a.

24 June 2019

24 June 2026

The Promissory Notes are each materially similar to one-another with the exception of principal amount, maturity and interest rate. The following provides a summary of the material terms:

Interest on each Promissory Note is payable on June 24 annually until the Maturity Date, except for the floating rate Promissory Notes, for which interest is payable semi-annually on June 24 and December 24 of each year, until the Maturity Date.

The principal amount under each Promissory Note becomes due and payable on the applicable Maturity Date. However, the relevant lender may, in its capacity as original lender, accelerate repayment in the event of a change of control. The Borrower is obligated to reimburse the relevant lender for any loss, damage and cost arising from an early repayment.

The Borrower may terminate the promissory loan note in its entirety, upon thirty days’ notice, at the end of each calendar half-year if the relevant lender has not agreed to an amendment of such Promissory Note requested later than three years after the Promissory Note loan was granted. In the case of such early termination, the repayment amount (calculated as the higher of (i) the outstanding principle amount or (ii) the discounted market value of the promissory note loan) and any accrued and unpaid interest. The floating rate Promissory Notes do not contain such termination rights, but are, by operation of mandatory German law, repayable at the end of each interest period (subject to at least one months’ prior notice).

The Promissory Notes contain certain restrictive covenants preventing the the Borrower and its material subsidiaries from pledging current and future assets as security for other financial liabilities unless security of an equal ranking priority is granted to the relevant lender, subject to certain exemptions such as security granted in the ordinary course of business. The Borrower guarantees that the claims under the Promissory Notes rank at least equal in priority to all other unsecured and unsubordinated liabilities of the Borrower. Further restrictions apply to the entering into of financial liabilities and the transfer of assets to third parties (in each case, subject to certain exemptions).

At the end of each financial year, the Borrower must confirm that it is in compliance with the financial covenant (leverage covenant) provided for in each Promissory Note. A breach of this covenant may lead to an increase of interest, but does not itself constitute an event of default.