ORPHAZYME A/S (a Danish public limited liability company) [•] Ordinary Shares (nominal value DKK 1 per share) and [•] American Depositary Shares each Representing One Ordinary Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Orphazyme a/S • Pharmaceutical preparations • New York
The Underlying Shares will, following subscription by the Underwriters, be deposited pursuant to the terms of a deposit agreement (the “Deposit Agreement”), to be dated as of [•], 2020, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADSs. Upon deposit of any Ordinary Shares, the Depositary will issue ADSs representing the Ordinary Shares so deposited, which ADSs may be evidenced by American Depositary Receipts (“ADRs”) registered in book-entry form on the Direct Registration System (“DRS”) administered by the Depository Trust Company (“DTC”). Unless the context otherwise requires, references to the “Initial ADSs,” the “Option ADSs” and the “Securities” shall be deemed to include the ADRs evidencing the same and the Underlying Shares represented thereby.
