DEPOSIT AGREEMENTDeposit Agreement • March 22nd, 2019 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of November 2, 2018, by and among (i) Orchard Therapeutics 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).
ORCHARD THERAPEUTICS PLC [●] American Depositary Shares, representing [●] Ordinary Shares Underwriting AgreementOrchard Therapeutics PLC • June 3rd, 2019 • Biological products, (no disgnostic substances) • New York
Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] American Depositary Shares (“ADSs”), representing [●] ordinary shares, nominal value £0.10 per share (the “Ordinary Shares”), of the Company (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [●] ADSs, representing [●] Ordinary Shares (the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered ADSs.” The Ordinary Shares represented by the
ORCHARD THERAPEUTICS PLC AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE (NOMINAL VALUE £0.10 PER SHARE) SALES AGREEMENTSales Agreement • February 28th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
DEPOSIT AGREEMENT by and among ORCHARD THERAPEUTICS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●], 2018Deposit Agreement • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Orchard Therapeutics 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).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2022 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made by and between Orchard Therapeutics plc (the “Parent”), Orchard Therapeutics North America (the “U.S. Subsidiary”), and Frank Thomas (the “Executive”), and is effective as of October 4, 2022 (the “Effective Date”). The Parent, the U.S. Subsidiary, and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth in this Agreement may be discharged by any entity within that definition.
ORCHARD THERAPEUTICS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF November 2, 2018 Amendment No. 1 to the Deposit Agreement...The Deposit Agreement • March 14th, 2023 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF...Licence Agreement • October 4th, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • California
NOW, THEREFORE, the Parties, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration including the share subscription by UCLB (for and on behalf of both UCLB and UCLA), intending to be legally bound, HEREBY AGREE as follows:
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF...Licence and Development Agreement • October 4th, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • England
DATED JANUARY 19, 2018 NEW CONNECT INVESTMENTS LIMITED AND ORCHARD THERAPEUTICS LIMITED LEASE OF 2nd and 3rd FLOOR, 108 CANNON STREET, LONDON Lewis Silkin LLP Clifford’s Inn London EC4A 1BL (Ref: EMH8296/112671.14)Lease • October 4th, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Collaboration and License Agreement • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • England
This RESEARCH, DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of October 15th, 2010 (the “Effective Date”) by and between (a) Fondazione Telethon, having a registered office at via Carlo Spinola, 16, 00154, Rome, Italy (“F. Telethon”), and Fondazione Centro San Raffaele del Monte Tabor, having a registered office at Via Olgettina 60 20132 Milano (“F. San Raffaele”), each entity, a not-for-profit corporation incorporated under the laws of Italy, (F. Telethon and F. San Raffaele are hereinafter referred to jointly as “TELETHON-HSR”) on the one hand; and, (b) on the other hand, Glaxo Group Limited, a company incorporated under the laws of England and Wales with registered number 00305979, whose registered office is Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). TELETHON-HSR and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made by and between Orchard Therapeutics plc (the “Parent”), Orchard Therapeutics North America, a California corporation (the “U.S. Subsidiary”), and Frank Thomas (the “Executive”), and is effective upon the date it is fully executed (the “Effective Date”). The Parent, the U.S. Subsidiary, and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth in this Agreement may be discharged by any entity within that definition. Except with respect to the Equity Documents and subject to Section 10 below, this Agreement fully supersedes and replaces in all respects all prior agreements between the parties regarding the subject matter herein, including without limitation (i) the offer letter between Orchard Therapeutics Limited (a subsidiary of the Parent) and the Executive dated January 12, 2018 and (ii) any other offer letter, employment agreement or severance ag
INCENTIVE SHARE OPTION AGREEMENT UNDER THE ORCHARD THERAPEUTICS PLC 2018 SHARE OPTION AND INCENTIVE PLANNon-Qualified Share Option Agreement • February 27th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances)
Pursuant to the Orchard Therapeutics plc 2018 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Orchard Therapeutics plc (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
Re: First Amendment to the Transitional Services AgreementTransitional Services Agreement • March 30th, 2022 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Massachusetts
As we have discussed, this First Amendment to the Transitional Services Agreement (the “Amendment”) confirms the agreement between you, Orchard Therapeutics plc (the “Parent”) and Orchard Therapeutics North America (the “U.S. Subsidiary”, and together with the Parent, the “Company”), to amend the Transitional Services Agreement dated November 3, 2021 (the “Agreement”) to reflect, among other terms, that the mutually agreeable effective date of your resignation without Good Reason from the Company is December 31, 2022 (or such other date consistent with the terms of the Agreement as revised herein). The Agreement is attached hereto as Exhibit A to this Amendment. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. For good and valuable consideration, the receipt of which is hereby acknowledged, you and the Company hereby agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2023 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2023 (the “Effective Date”), among Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).
ORCHARD THERAPEUTICS PLC [●] American Depositary Shares, representing [●] Ordinary Shares Underwriting AgreementCowen and Company • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances) • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the date hereof, among the Company, Citibank, N.A. as depositary (the “Depositary”), and the owners and beneficial owners from time to time of the ADSs. Each Offered ADS will initially represent the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement.
MANUFACTURING AND TECHNOLOGY DEVELOPMENT master AGREEMENT July 2nd, 2020 Between Orchard Therapeutics (Europe) Limited and MolMed S.p.A.Manufacturing and Technology Development Master Agreement • August 6th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances)
THIS MANUFACTURING AND TECHNOLOGY DEVELOPMENT MASTER AGREEMENT (the “Agreement”) is entered into and made effective as of July 2nd, 2020 (the “Effective Date”)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Employment Agreement (this “Amendment”) is entered into and effective as of March 18, 2020 (the “Effective Date”), by and between Orchard Therapeutics plc (the “Parent”), Orchard Therapeutics North America, a California corporation (the “U.S. Subsidiary”) and Frank Thomas (the “Executive”). The Parent, the U.S. Subsidiary and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the duties of the Company as set forth in this Amendment may be discharged by any entity within that definition.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances)
THIS DIRECTOR NOMINATION AGREEMENT is dated as of October 18, 2018 (this “Agreement”), by and between Orchard Rx Limited (which will re-named and re-registered as a public limited company prior to the IPO (as defined below) at which point the company will be named Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Glaxo Group Limited, a company incorporated under the laws of England (“GSK”), and is effective as of, and conditioned upon, the closing of the Company’s initial public offering (“IPO”) of American Depository Shares (“ADSs”), each ADS representing one ordinary share of the Company, on the Nasdaq Stock Market (the “Effective Date”).
Offer for Orchard Therapeutics plc (the “Company”)Orchard Therapeutics PLC • October 5th, 2023 • Biological products, (no disgnostic substances)
I, the undersigned, understand that the Purchaser is considering the Acquisition substantially on the terms and conditions set out or referred to in a draft of the transaction agreement, a copy of which is annexed hereto (the “Transaction Agreement”), and/or on such other terms and conditions as may be required any relevant securities exchange or as may be agreed in writing between the Purchaser and the Company. Capitalized terms used but not defined herein shall have the meaning set forth in the Transaction Agreement.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF...Asset Purchase and Licence • October 23rd, 2018 • Orchard Rx LTD • Biological products, (no disgnostic substances)
each a “party” and, together, the “parties”. Save as where otherwise provided, Glaxo Group and GSK IPD shall be jointly referred to as the “Seller”.
Re:Transitional Services AgreementOrchard Therapeutics PLC • November 4th, 2021 • Biological products, (no disgnostic substances) • Massachusetts
This letter confirms that you have resigned without Good Reason your employment with Orchard Therapeutics plc (the “Parent”) and Orchard Therapeutics North America (the “U.S. Subsidiary”, and together with the Parent, the “Company”), and that the Company has accepted such resignation, with a mutually agreeable effective date of April 1, 2022 (or such other date consistent with the terms set forth below). The Company appreciates your service and would like to make this transition as smooth as possible. To that end, this letter reflects the arrangement (the “Agreement”) discussed by you and the Company that allows you to remain employed by the Company until April 1, 2022 (unless your employment ends on an earlier date which can only happen if it is consistent with the terms set forth below or if you and the Company agree in writing to extend it to a later date), after which you will be eligible for the Health Benefits, the 2022 Prorated Bonus and the Extended Exercise Period set forth in
CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Master Agreement • March 14th, 2023 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances)
This amendment is effective as of the date the last signature is made ("Effective Date") between Orchard Therapeutics (Europe) Limited, with registered offices 245 Hammersmith Road, 3rd Floor, London, W6 8PW, United Kingdom England, company number 09759506, (OTL) and AGC Biologics S.p.A. with registered offices at via Meucci 3, Bresso (MI) Italy (AGC)
CONTRACT OF EMPLOYMENTOrchard Therapeutics PLC • February 27th, 2020 • Biological products, (no disgnostic substances) • England and Wales
This Contract of Employment (“the Contract”) includes the particulars of employment required under Section 1 of the Employment Rights Act 1996 (as amended).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2021 (the “Effective Date”), among Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).
DATED 17 MARCH 2020Settlement Agreement • March 20th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • England and Wales
ORCHARD THERAPEUTICS PLC AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE (NOMINAL VALUE £0.10 PER SHARE) SALES AGREEMENTSales Agreement • October 6th, 2022 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”), as follows:
Amendment LetterLetter • May 7th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances)
FIFTH AMENDMENT OF THE LICENCE AND DEVELOPMENT AGREEMENT BETWEENLicence and Development Agreement • May 7th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • England
This fifth amendment of the licence and development agreement (the "Fifth Amendment") is made this 3rd day of May 2019 (the "Fifth Amendment Effective Date")
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 20th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement and Release (“Agreement”) is made between Orchard Therapeutics plc (the “Parent”), Orchard Therapeutics North America, a California corporation (the “U.S. Subsidiary”) and Mark Rothera (the “Executive”). The Parent, the U.S. Subsidiary and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the obligations of the Company set forth in this Agreement may be discharged by any entity within that definition. The Parent, the U.S. Subsidiary and the Executive are collectively referred to as the “Parties.”
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • January 24th, 2024 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 15, 2023 (this “Agreement”), is entered into by and between Kyowa Kirin Co., Ltd., a Japanese joint stock company (kabushiki kaisha) (“Purchaser”), and Wilmington Savings Fund Society, FSB (the “Rights Agent”).
TRANSACTION AGREEMENT by and between KYOWA KIRIN CO., LTD. and ORCHARD THERAPEUTICS PLC Dated as of October 5, 2023Transaction Agreement • October 5th, 2023 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of October 5, 2023, is by and between Kyowa Kirin Co., Ltd., a Japanese joint stock company (kabushiki kaisha) (“Purchaser”) and Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales with registered number 11494381 (“Apple” and, together with Purchaser the “Parties”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
