COLLABORATION, OPTION AND LICENSE AGREEMENT BY AND BETWEEN JANSSEN PHARMACEUTICALS, INC., MEIRAGTX UK II LIMITED AND MEIRAGTX HOLDINGS PLCCollaboration, Option and License Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
This Collaboration, Option and License Agreement (this “Agreement”) is made as of January 30, 2019 (the “Execution Date”), by and between Janssen Pharmaceuticals, Inc., a Pennsylvania corporation located at 1125 Trenton-Harbourton Road, Titusville, NJ 08560, United States of America (“Janssen”), on the one hand, and MeiraGTx UK II Limited, a company organized and existing under the laws of England, located at 25 Provost Street, London N1 7NH, United Kingdom and MeiraGTx Holdings plc, a Cayman Islands corporation located at 430 East 29th Street, 10th Floor, New York, NY 10016, United States of America (MeiraGTx UK II Limited and MeiraGTx Holdings plc, individually or collectively, “MeiraGTx”), on the other hand. Janssen and MeiraGTx are each referred to individually as a “Party” and together as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2018, by and between MeiraGTx Holdings plc, a company incorporated in the Cayman Islands (the “Company”) with offices at 450 East 29th Street, 15th Floor, New York, NY 10016, Vector Consulting LLC, a limited liability company organized in New York with a mailing address at 62 N. Livingston Avenue, Livingston, NJ 07039 (the “Consulting Entity”), Michael G. Kaplitt, an individual residing at 1113 York Avenue, Apt. 26E, New York, NY 10065 , Matthew During, an individual residing at 8 Nearwater Road, Rowayton, CT 06853, and Stephen B. Kaplitt, an individual residing at 62 N. Livingston Avenue, Livingston, NJ 07039 (each such individual, a “Consultant” and collectively, the “Consultants”). The Company, the Consulting Entity and the Consultants are collectively referred to as the “Parties” and each a “Party”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 5, 2018, by and among MeiraGTx Holdings plc, a company incorporated in the Cayman Islands (the “Buyer”), VN Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub 1”), VN Acquisition 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub 2”), Vector Neurosciences Inc., a Delaware corporation, the Company Stockholders named on the signature pages hereto and Stephen B. Kaplitt, as the representative of the Company Stockholders (in such capacity, the “Company Stockholder Representative” and, collectively with the Buyer, Merger Sub 1, Merger Sub 2, the Company and the Company Stockholders, the “Parties”). “Company Stockholders” means each stockholder of the Company as of immediately prior to the Merger 1 Effective Time.
Confidential Treatment Requested by MeiraGTx Holdings plc AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 26th, 2019 • MeiraGTx Holdings PLC • Biological products, (no disgnostic substances)
This AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), effective as of January 29, 2019 (“Amendment Effective Date”), is entered into by and between MeiraGTx Limited (registered number 9501998), having a place of business located at 92 Britannia Walk, London, United Kingdom, N1 7NQ United Kingdom (“MeiraGTx”) and UCL Business PLC (registered number 02776963), whose registered office is The Network Building, 97 Tottenham Court Road, London W1T 4TP United Kingdom (“UCLB”). MeiraGTx and UCLB are each sometimes referred to herein as a “Party” and collectively referred to herein as the “Parties”.
