0001193125-19-016112 Sample Contracts

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], 2019
Deposit 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).

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THIS CONTRACT OF EMPLOYMENT dated 26 February 2018 is made BETWEEN:
Mereo Biopharma Group PLC • January 25th, 2019 • 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.

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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.

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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.

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MEREO BIOPHARMA GROUP PLC AND JOHN RICHARD AND JOHN RICHARD & ASSOCIATES, LLC CONSULTANCY AGREEMENT
Consultancy 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.

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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.

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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 AGREEMENT
Sublicense 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”).

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EXCLUSIVE LICENSE AND OPTION AGREEMENT
Exclusive 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.”

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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
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Mereo BioPharma Group plc and Deed of Indemnity
Mereo Biopharma Group PLC • January 25th, 2019 • Pharmaceutical preparations • England
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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
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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 Lane
Loan 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.

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ADDENDUM TO ASSET PURCHASE AGREEMENT
Addendum 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.

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ADDENDUM TO ASSET PURCHASE AGREEMENT
Addendum 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 October 4, 2017 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 l, and “Party” shall mean either Novartis or Mereo Biopharma l , as the context requires.

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ADDENDUM TO ASSET PURCHASE AGREEMENT
Addendum to Asset Purchase Agreement • January 25th, 2019 • Mereo Biopharma Group PLC • Pharmaceutical preparations

This Addendum to Asset Purchase Agreement (“Addendum”) is entered into as of August 17, 2017 by and between Novartis Pharma AG, a Swiss company (“Novartis”) and Mereo BioPharma 2 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 2, and “Party” shall mean either Novartis or Mereo Biopharma 2, as the context requires.

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ADDENDUM TO ASSET PURCHASE AGREEMENT
Addendum 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 December 21, 2016 by and between Novartis Pharma AG, a Swiss company (“Novartis”) and Mereo BioPharma 3 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 3, and “Party” shall mean either Novartis or Mereo Biopharma 3, as the context requires.

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