NuCana PLC Sample Contracts
DEPOSIT AGREEMENTDeposit Agreement • March 22nd, 2018 • NuCana PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 19th, 2021 • NuCana PLC • Pharmaceutical preparations • New York
NUCANA PLC AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE (NOMINAL VALUE £0.04 PER SHARE) SALES AGREEMENTSales Agreement • October 1st, 2018 • NuCana PLC • Pharmaceutical preparations • New York
NuCana plc, a public limited company incorporated under the laws of England and Wales with registered number 03308778 (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2025 • NuCana PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [•], 2025, between NuCana plc, a public limited company organized under the laws of the England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED DEPOSIT AGREEMENT by and among NUCANA PLC and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•], 2025Deposit Agreement • April 24th, 2025 • NuCana PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2025, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2025 • NuCana PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [•], 2025, between NuCana plc, a public limited company organized under the laws of the England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NuCana plc 15,555,556 American Depositary Shares Representing an Aggregate of 15,555,556 Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 18th, 2020 • NuCana PLC • Pharmaceutical preparations • New York
The ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement, dated as of October 2, 2017 (the “Deposit Agreement”), by and among the Company, Citibank, N.A. as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Offered Securities pursuant to this Agreement, deposit, on behalf of the Underwriters, the Shares being delivered in the form of the Offered Securities with Citibank, N.A., London Branch as custodian (the “Custodian”) for the Depositary, which shall deliver the Offered Securities to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
NuCana plc [●] American Depositary Shares Representing An Aggregate of [●] Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations • New York
The ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement dated [●], 2017 (the “Deposit Agreement”), by and among the Company, Citibank, N.A. as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Offered Securities pursuant to this Agreement, deposit, on behalf of the Underwriters, the Shares being delivered in the form of the Offered Securities with Citibank, N.A., London Branch as custodian (the “Custodian”) for the Depositary, which shall deliver the Offered Securities to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT by and among NUCANA PLC AND CITIBANK, N.A., as Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 16, 2024Deposit Agreement • August 15th, 2024 • NuCana PLC • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of April 16, 2024 (“Amendment No. 1”), by and among (i) NuCana plc, a public limited company incorporated under the laws of the England and Wales, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares outstanding under the Deposit Agreement (as hereinafter defined).
NUCANA PLC AMERICAN DEPOSITARY SHARES SALES AGREEMENTSales Agreement • June 30th, 2025 • NuCana PLC • Pharmaceutical preparations • New York
NuCana plc, a public limited company organized under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. (collectively, the “Sales Agent”), as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 2nd, 2025 • NuCana PLC • Pharmaceutical preparations • New York
and - VARIATION AGREEMENT Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment...Variation Agreement • September 1st, 2017 • NuCana PLC • Pharmaceutical preparations • England
Conformed Copy as amended pursuant to a Variation Agreement between the parties dated 15th March 2012. ASSIGNMENT, LICENCE AND COLLABORATION AGREEMENT between NUCANA BIOMED LIMITED and CARDIFF PROTIDES LIMITED Dated: 13th October 2009Assignment, Licence and Collaboration Agreement • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations • England
NUCANA BIOMED LIMITED, a company incorporated in England under the Companies Acts (Registered No. 03308778) and having its registered office at Butler & Co Accountants, 5 Southwell Park Road, Camberley, Surrey GU15 3PU (“BioMed”);
PATENT ASSIGNMENT between CARDIFF PROTIDES LIMITED and NUCANA BIOMED LIMITED Dated: 15th March 2012 Ref: [***] Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange...Patent Assignment • September 1st, 2017 • NuCana PLC • Pharmaceutical preparations • Cardiff
Pursuant to the Assignment, Licence and Collaboration Agreement (as defined below), the Assignor has agreed to assign to the Assignee, and the Assignee is willing to accept the assignment of the Assignor’s entire right, title and interest in and to the Patents (as defined below) on the terms and conditions set out in this Assignment.
Research, Collaboration and Licence Agreement THIS AGREEMENT is made this 21st day of August 2009 BETWEEN:Research, Collaboration and Licence Agreement • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations
PRE-FUNDED ADS PURCHASE WARRANT NUCANA PLCPre-Funded Ads Purchase Warrant • April 29th, 2025 • NuCana PLC • Pharmaceutical preparations
THIS PRE-FUNDED ADS PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from NuCana plc, a public limited company organized under the laws of England and Wales (the “Company”), up to ______ American Depositary Shares (“ADSs”), each representing 25 ordinary shares of the Company, nominal value £0.0004 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENT dated as of among NUCANA PLC and THE INVESTORS PARTY HERETORegistration Rights Agreement • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 2017, by and among NuCana plc, a company incorporated under the laws of England and Wales (the “Company”), each of the shareholders listed on Schedule A hereto (the “Major Investors”) and each of the shareholders listed on Schedule B hereto (the “Original Investors”) who become party hereto prior to the Effectiveness Date (as defined below). The Major Investors and the Original Investors are collectively referred to herein as the “Investors” and each is referred to herein as an “Investor”.
LEASELease • March 22nd, 2018 • NuCana PLC • Pharmaceutical preparations
June 17, 2025 NuCana plcLetter Agreement • June 27th, 2025 • NuCana PLC • Pharmaceutical preparations
SERIES B WARRANT LEAK-OUT AGREEMENTSeries B Warrant Leak-Out Agreement • April 29th, 2025 • NuCana PLC • Pharmaceutical preparations
This Series B Warrant Leak-Out Agreement (this “Agreement”) is dated as of April [ ], 2025, between NuCana plc, a public limited company organized under the laws of the England and Wales (the “Company”), and you, as the purchaser identified on the signature page hereto (including its successors and assigns, a “Holder”. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Series B Warrants (as defined below).
AMENDED AND RESTATED DEPOSIT AGREEMENT by and among NUCANA PLC and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of May 7, 2025Deposit Agreement • June 18th, 2025 • NuCana PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of May 7, 2025, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
LEASE between DRUM INCOME PLUS LIMITED and NUCANA BIOMED LIMITED Subjects: Suite 2 (East), Second Floor, Lochside House, 3 Lochside Way, Edinburgh Park, Brodies LLPLease • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations
Research, Collaboration and Licence AgreementResearch, Collaboration and Licence Agreement • March 22nd, 2018 • NuCana PLC • Pharmaceutical preparations
SERIES B WARRANT LOCK-UP AGREEMENTSeries B Warrant Lock-Up Agreement • May 2nd, 2025 • NuCana PLC • Pharmaceutical preparations
This Series B Warrant Lock-Up Agreement (this “Agreement”) is dated as of April [ ], 2025, between NuCana plc, a public limited company organized under the laws of the England and Wales (the “Company”), and you, as the purchaser identified on the signature page hereto (including its successors and assigns, a “Holder”. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Series B Warrants (as defined below).
REGISTRATION RIGHTS AGREEMENT dated as of September 20, 2017 among NUCANA PLC and THE INVESTORS PARTY HERETORegistration Rights Agreement • March 22nd, 2018 • NuCana PLC • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of September, 2017, by and among NuCana plc, a company incorporated under the laws of England and Wales (the “Company”), each of the shareholders listed on Schedule A hereto (the “Major Investors”) and each of the shareholders listed on Schedule B hereto (the “Original Investors”) who become party hereto prior to the Effectiveness Date (as defined below). The Major Investors and the Original Investors are collectively referred to herein as the “Investors” and each is referred to herein as an “Investor”.
DEED OF INDEMNITYDeed of Indemnity • September 18th, 2017 • NuCana PLC • Pharmaceutical preparations