DEPOSIT AGREEMENTDeposit Agreement • March 7th, 2023 • Citibank,N.A./ADR • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of May 2, 2017, by and among (i) Verona Pharma 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).
VERONA PHARMA PLCLetter Agreement • March 7th, 2023 • Citibank,N.A./ADR • Pharmaceutical preparations
Reference is made to the Deposit Agreement, dated as of May 2, 2017, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Verona Pharma plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
Exhibit (b)(ii)Restricted Ads Letter Agreement • March 7th, 2023 • Citibank,N.A./ADR • Pharmaceutical preparations • New York
Reference is made to the Deposit Agreement, dated as of dated as of May 2, 2017, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Verona Pharma plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
Exhibit (b)(i) VERONA PHARMA PLCLetter Agreement • March 7th, 2023 • Citibank,N.A./ADR • Pharmaceutical preparations
*¨ Sale Pursuant to Resale Registration Statement: (x) the Sale pursuant to which the Restricted ADSs are being sold is covered by a registration statement under the Securities Act that has been declared effective by the Commission and is currently in effect, (y) the ADSs to be delivered upon such sale are not “Restricted Securities” (as defined in Rule 144(a)(3) under the Securities Act), and (z) the undersigned has satisfied all applicable prospectus delivery requirements under the Securities Act,
