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).
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.”
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.
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”).
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”.
