Dated 23 January 2021 APCINTEX LIMITED AND THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DATED 2015 CAMBRIDGE ENTERPRISE LIMITED (1) (“CE”) and Z FACTOR LIMITED (2)...Licence Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • England
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENT by and between WYETH, acting through its WYETH PHARMACEUTICALS...License Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This License Agreement (this “Agreement”) is entered into this 15th day of March, 2004 (the “Effective Date”), by and between Wyeth, a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at Five Giralda Farms, Madison, New Jersey 07940, acting through its Wyeth Pharmaceuticals Division, (“Wyeth”), and Cardiokine, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3701 Market St, 4th Floor, Philadelphia, PA 19104 (“Cardiokine”). Wyeth and Cardiokine may each be referred to herein individually as a “Party” and collectively as the “Parties”.
JANPIX LIMITED ANDContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will and transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
Dated 23 January 2021 Z FACTOR LIMITED AND THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
EXHIBIT C Contingent Value Rights AgreementContingent Value Rights Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 23, 2021 (this “Agreement”), is entered into by and among Palladio Biosciences, Inc., a Delaware corporation ( “Palladio”), Srini Akkaraju, solely in his capacity as the representative of the holders of the CVRs (the “Holder Representative”), and United Medicines Biopharma Limited, a private company limited by shares incorporated in England (“UM”).
Dated 23 January 2021 THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED IN THE PRESENCE OF PEGA-ONE S.A.S. CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
DATED 2016 CAMBRIDGE ENTERPRISE LIMITED (1) (“CE”) and APCINTEX LIMITED (2) (“Licensee”) EXCLUSIVE PATENT AND NON-EXCLUSIVE KNOW-HOW LICENCE AGREEMENT Case No: [####]Patent And • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • England
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.License Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
WHEREAS, Roche has discovered and has conducted certain research and development related to, and possesses certain intellectual property with respect to the glycoengineered anti-EGFR mAB Imgatuzumab (RO5083945) also referred to as GA201 (“Compound” as further defined below); and
LOCKBODY THERAPEUTICS LTD ANDContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
