Mereo BioPharma Group plc American Depositary Shares Each Representing Five Ordinary Share (Nominal Value £0.003 per ordinary share) SALES AGREEMENTSales Agreement • October 6th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales with registered number 09481161 (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMMereo Biopharma Group PLC • August 5th, 2021 • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT by and among MEREO BIOPHARMA GROUP PLC and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2019Deposit Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2019, by and among (i) Mereo BioPharma Group 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2020, by and between MEREO BIOPHARMA GROUP PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and BOXER CAPITAL, LLC, a Delaware limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”), is entered into effective as of December 7, 2020 (the “Effective Date”), by and between Mereo BioPharma Group plc, a company incorporated in England and Wales (the “Company”) and Suba Krishnan (“Executive” and, together with the Company, the “Parties”).
THIS AMENDED AND RESTATED CONTRACT OF EMPLOYMENT dated August 2021 is madeMereo Biopharma Group PLC • March 31st, 2022 • Pharmaceutical preparations • England
This Contract sets out the terms and conditions of your employment with the Company at the date of this Contract and supersedes all previous arrangements or agreements whether oral or in writing between you and the Company in relation to the matters dealt with in it.
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. SUBLICENSE AGREEMENTSublicense Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This SUBLICENSE AGREEMENT (this “Agreement”), effective as of July 29, 2015 (the “Effective Date”), is by and between MEREO BIOPHARMA 3 LIMITED, a private limited company incorporated in England and Wales (“Buyer”) and a wholly owned subsidiary of MEREO BIOPHARMA GROUP LIMITED, a company incorporated in England and Wales (“Mereo”), and NOVARTIS PHARMA AG, a Swiss company (“Novartis”).
EXCLUSIVE LICENSE AND OPTION AGREEMENTExclusive License and Option Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AND OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of 28 October 2017 (the “Effective Date”) by and between ASTRAZENECA AB, a company incorporated in Sweden under no. 556011-7482 with its registered office at SE-151 85 Sodertalje, Sweden (“AstraZeneca”), and MEREO BIOPHARMA 4 LIMITED, a company incorporated in England and Wales under no. 11029583 with its registered office at 4th Floor, One, Cavendish Place, London, W1G 0QF (“Mereo”). AstraZeneca and Mereo are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. BCT197 ASSET PURCHASE AGREEMENT by and between...Bct197 Asset Purchase Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This BCT197 ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (“Novartis”), and Mereo BioPharma 1 Limited, a private limited company incorporated in England and Wales (“Buyer”) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (“Mereo”). Hereinafter, “Parties” shall mean Novartis and Buyer together, and “Party” shall mean either Novartis or Buyer, as the context requires.
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. BGS649 ASSET PURCHASE AGREEMENT by and between...Bgs649 Asset Purchase Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This BGS649 ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (“Novartis”), and Mereo BioPharma 2 Limited, a private limited company incorporated in England and Wales (“Buyer”) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (“Mereo”). Hereinafter, “Parties” shall mean Novartis and Buyer together, and “Party” shall mean either Novartis or Buyer, as the context requires.
MEREO BIOPHARMA GROUP PLC AND JOHN RICHARD AND JOHN RICHARD & ASSOCIATES, LLC CONSULTANCY AGREEMENTConsultancy Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations
This consultancy agreement (this “Agreement”) has been entered into this 23rd day of January 2019 and shall replace the agreement between the Parties dated 1 February 2018.
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. BPS804 ASSET PURCHASE AGREEMENT by and between...Bps804 Asset Purchase Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This BPS804 ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (“Novartis”), and Mereo BioPharma 3 Limited, a private limited company incorporated in England and Wales (“Buyer”) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (“Mereo”). Hereinafter, “Parties” shall mean Novartis and Buyer together, and “Party” shall mean either Novartis or Buyer, as the context requires.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • Illinois
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2020, by and between MEREO BIOPHARMA GROUP PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2020, by and among Mereo BioPharma Group plc, a company incorporated under the laws of England and Wales (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
THIS AMENDMENT AGREEMENT for BCT197 is dated October 19, 2018 (the Agreement) and made between:Amendment Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
COOPERATION AGREEMENTCooperation Agreement • October 28th, 2022 • Mereo Biopharma Group PLC • Pharmaceutical preparations
This cooperation agreement, dated October 28, 2022 (this “Agreement”), is by and between Mereo BioPharma Group plc, a company incorporated under the laws of England and Wales with registered number 09481161 and having its registered office at 4th Floor, One, Cavendish Place, London, England, W1G 0QF (the “Company”) and Rubric Capital Management L.P., a limited partnership formed under the laws of the state of Delaware with its principal office at 155 East 44th St, Suite 1630, New York, NY 10017 (collectively with its Affiliates and Associates, “Rubric”). The Company and Rubric are each herein referred to as a “party” and, collectively, the “parties.” In consideration of, and reliance upon, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Mereo Biopharma Group PLC • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 1, 2019 (the “Effective Date”) by and between Mereo BioPharma Group Plc, a company incorporated in England and Wales (the “Company”), and John Richard (“Employee”).
DEED OF CONSENT AND AMENDMENT TO WARRANT INSTRUMENTSDeposit Agreement • August 5th, 2021 • Mereo Biopharma Group PLC • Pharmaceutical preparations
(the Aspire Transaction, Novartis Convertible Note, Novartis Warrant, Boxer Transaction and PIPE Transaction together, the “2020 Adjustment Events”).
MEREO BIOPHARMA GROUP PLC RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 24th, 2023 • Mereo Biopharma Group PLC • Pharmaceutical preparations • England and Wales
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and its Exhibit A below (the Grant Letter and Exhibit A constituting this “Agreement”), Mereo BioPharma Group plc (the “Company”) has granted you (an employee of the Company) as of the Grant Date set forth below an Award of Restricted Stock Units (“RSUs”), whereby each RSU represents the conditional right to receive one ADS further to vesting. The RSUs are granted under and is subject to the Mereo BioPharma Group plc 2019 Equity Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall prevail in the event of a conflict with this Agreement and any descriptive materials provided to you.
Mereo BioPharma Group plc and Deed of IndemnityMereo Biopharma Group PLC • January 25th, 2019 • Pharmaceutical preparations • England
Mereo BioPharma Group plc and Deed of IndemnityMereo Biopharma Group PLC • March 23rd, 2018 • Pharmaceutical preparations • England
DEED OF CONSENT AND AMENDMENT TO WARRANT INSTRUMENTDeposit Agreement • March 31st, 2021 • Mereo Biopharma Group PLC • Pharmaceutical preparations
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.Mereo Biopharma Group PLC • January 25th, 2019 • Pharmaceutical preparations • New York
Rubric Capital Management L.P.Mereo BioPharma Group PLC • April 15th, 2024 • Pharmaceutical preparations
DATED 28 September 2018 (as Borrower) (as Guarantor) (as Lenders) (as Agent) (as Security Agent) LOAN AGREEMENT Tel: +44 (0)20 7203 5000 ● Fax: +44 (0)20 7203 0200 ● DX: 19 London/Chancery LaneLoan Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations
Capitalised terms not otherwise defined in this Agreement shall have the meanings set out in Clause 17 (Definitions) and the principles of interpretation set out in Clause 17 (Definitions) shall apply to this Agreement.
DATED 17 APRIL 2019 DEED OF CONSENT AND AMENDMENT RELATING TO A £20,455,000 LOAN AGREEMENT DATED 28 SEPTEMBER 2018Mereo Biopharma Group PLC • April 29th, 2019 • Pharmaceutical preparations • Dublin
ContractDeposit Agreement • March 31st, 2021 • Mereo Biopharma Group PLC • Pharmaceutical preparations • England and Wales
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.
DEED OF CONSENT AND AMENDMENT TO NOTE INSTRUMENTMereo Biopharma Group PLC • March 28th, 2023 • Pharmaceutical preparations
CONSULTING AND INTERIM CHIEF FINANCIAL OFFCER AGREEMENTInterim Chief Financial Offcer Agreement • June 15th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This Consulting and Interim Chief Financial Officer Agreement (“Agreement”) is effective as of the 14th day of May, 2020 by and among Mereo BioPharma Group plc, a company incorporated in England and Wales with a registered office at 1 Cavendish Place, London W1G 0QF (the “Company”), MSW Consulting Inc., a corporation with headquarters located at 49 Beacon Street, Unit 3 Boston, MA 02108 (“Consultant”), and Michael Wyzga (”Wyzga” or “Executive”).
DEED OF CONSENT AND AMENDMENT TO WARRANT INSTRUMENTWarrant Instrument • March 31st, 2021 • Mereo Biopharma Group PLC • Pharmaceutical preparations
ADDENDUM TO ASSET PURCHASE AGREEMENTAddendum to Asset Purchase Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
This Addendum to Asset Purchase Agreement (“Addendum”) is entered into as of April 12, 2016 by and between Novartis Pharma AG, a Swiss company (“Novartis”) and Mereo BioPharma 1 Limited, a private limited company incorporated in England and Wales, and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (collectively ‘‘Mereo”). Hereinafter “Parties” shall mean Novartis and Mereo Biopharma 1, and “Party” shall mean either Novartis or Mereo Biopharma l, as the context requires.
MEREO BIOPHARMA GROUP PLC PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENTStock Unit Agreement • January 24th, 2023 • Mereo Biopharma Group PLC • Pharmaceutical preparations • England and Wales
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and its Exhibit A below (the Grant Letter and Exhibit A constituting this “Agreement”), Mereo BioPharma Group plc (the “Company”) has granted you (an employee of the Company) as of the Grant Date set forth below an Award of performance based Restricted Stock Units (the “PSUs”), whereby each PSU represents the conditional right to receive one ADS further to vesting. The PSUs are granted under and is subject to the Mereo BioPharma Group plc 2019 Equity Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall prevail in the event of a conflict with this Agreement and any descriptive materials provided to you.
LICENSE AGREEMENTLicense Agreement • March 31st, 2022 • Mereo Biopharma Group PLC • Pharmaceutical preparations • Delaware
This LICENSE AGREEMENT (the “Agreement”) is entered into on January 13, 2020 (the “Effective Date”) between ONCOMED PHARMACEUTICALS, INC., a Delaware corporation with a place of business at 800 Chesapeake Dr., Redwood City, CA, 94063 (“Licensor”), a wholly-owned subsidiary of MEREO BIOPHARMA GROUP PLC with a place of business at 1 Cavendish Place, London W1G 0QF, United Kingdom (“Mereo”), and ONCOLOGIE, INC., a Delaware corporation with a place of business at 400 Totten Pond Road, Suite 120, Waltham, MA 02451 (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2020 (the “Effective Date”), by and among Mereo BioPharma Group plc, a company incorporated under the laws of England and Wales (the “Company”), with a registered office at 4th Floor, One Cavendish Place London W1G 0QF, United Kingdom, and the investors listed on Exhibit A-1 hereto (collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2020 • Mereo Biopharma Group PLC • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2020, by and between MEREO BIOPHARMA GROUP PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and Boxer Capital, LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 9 hereof.
