GW PHARMACEUTICALS PLC, as Company and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of [ ] DEBT SECURITIESIndenture • April 17th, 2017 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
EFFECTIVE DATE 21 JULY 2015 SERVICE AGREEMENTService Agreement • December 7th, 2015 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Representing 12 Ordinary Shares (Par Value £0.001 Per Share) GW PHARMACEUTICALS PLC UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2018 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
Introduction. GW Pharmaceuticals plc, a company incorporated in England and Wales (the “Company”) proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,900,000 American Depositary Shares (“ADSs” and, such ADSs, the “Firm ADSs”), each representing 12 ordinary shares, par value £0.001 per share, of the Company (the “Ordinary Shares”). The ADSs may be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement dated May 7, 2013 (the “Deposit Agreement”), by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Ordinary Shares to be issued in connection with, and represented by, the Offered ADSs (as defined below) are hereinafter referred to as the “Underlying Securities.”
Greenwich Biosciences, Inc. Change in Control and Severance Benefit Plan Participation AgreementChange in Control and Severance Benefit Plan Participation Agreement • December 4th, 2017 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
DATED the 1st day of August 2013 Tetricus Limited and GW Pharma LimitedTenancy Agreement • November 25th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
The Landlord’s Property The land demised to the Landlord by the Superior Lease or such greater or lesser area on the Estate as is from time to time managed by the Landlord
BAYER AG and GW PHARMA LTDSupply Agreement • April 18th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • England
THIS SUPPLY AGREEMENT (“Agreement”) is made the 20th day of May 2003 between BAYER AG, Bayer HealthCare, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”) and GW PHARMA LIMITED having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ (“GW”).
LeaseLease • March 19th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
MANUFACTURING AND SUPPLY AGREEMENT effective as of this 9 day of November, 2011 (the “Effective Date”), by and between NOVARTIS PHARMA AG Lichtstr. 35 CH-4056 Basel Switzerland (hereinafter “NOVARTIS”) and GW Pharma Ltd Porton Down Science Park...Manufacturing and Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
WHEREAS, GW is a company engaged in the processing and supply of pharmaceutical products holding the necessary manufacturing licenses and permits in this respect;
DEVELOPMENT AND LICENSE AGREEMENT between GW PHARMA LTD and GW PHARMACEUTICALS PLC and OTSUKA PHARMACEUTICAL CO., LTD dated as of February 14, 2007Development and License Agreement • April 18th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of February 14, 2007, by and among GW PHARMA LTD, a company organized under the laws of England, having offices at Porton Down Science Park, Salisbury, Wiltshire, SP4 0JQ, United Kingdom, on behalf of itself and its Affiliates (collectively, “GW Pharma”), GW PHARMACEUTICALS PLC, a company organized under the laws of England, having offices at Porton Down Science Park, Salisbury, Wiltshire, SP4 0JQ, United Kingdom and OTSUKA PHARMACEUTICAL CO., LTD., a Japan corporation, having offices at 2-9, Kanda-Tsukasamachi, Chiyoda-ku, Tokyo, 101-8535, Japan (“Otsuka”). GW Pharma and Otsuka may be referred to herein individually as a “Party” or collectively as the “Parties.”
PRODUCT COMMERCIALISATION AND SUPPLY CONSOLIDATED AGREEMENTProduct Commercialisation and Supply Agreement • April 18th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • England
DISTRIBUTION AND LICENSE AGREEMENT BY AND BETWEEN GW PHARMA LTD AND NOVARTIS PHARMA AGDistribution and License Agreement • April 18th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Distribution Agreement (“Agreement”) is entered into as of 8th April 2011 (“Effective Date”) by and between GW Pharma Ltd, a company incorporated under the laws of England and Wales (Company No. 03704998), whose registered office is at Porton Down Science Park, Wiltshire SP4 03Q (hereinafter referred to as “GW”) and Novartis Pharma AG, a company incorporated under the laws of Switzerland, with a place of business at Lichtstrasse 35, Basel, CH-4002 Switzerland, (hereinafter referred to as “Novartis”). GW and Novartis may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
AMENDMENT NUMBER 2 TO THE LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
BOTANIX LIMITED - and - G W PHARMA LIMITEDLease • January 8th, 2014 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Premises on the Ground Floor of the Building (shown edged red on the plan annexed hereto and as more particularly described in the First Schedule hereto)
AMENDMENT NUMBER 4 TO THE LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
GW PHARMA LTD and OTSUKA PHARMACEUTICAL CO., LTD AMENDMENT NO.2 TO RESEARCH COLLABORATION AND LICENCE AGREEMENT DATED JULY 9, 2007Research Collaboration and License Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Amended and Restated Change in Control and Severance Benefit Plan Participation Agreement Tier 2 (EVP)Change in Control and Severance Benefit Plan Participation Agreement • February 26th, 2021 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Dated 7 March 2007 G W Pharma Limited - and - *** Limited PRODUCTION AND SUPPLY AGREEMENT MORRISON FOERSTER A MULTINATIONAL PARTNERSHIP CityPoint, One Ropemaker Street London EC2Y 9AW Tel: +44 20 7920 4000 Fax: +44 20 7496 8500 www.mofo.comProduction and Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • England
DATED 1ST NOVEMBER 2000 SERVICE AGREEMENT ROWE & MAW London EC4V 6HD Tel: 020 7248 4282 Fax: 020 7248 2009Service Agreement • December 14th, 2012 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Dated July 23, 2010Product Commercialisation and Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Amendment # 5License and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
to the License and Distribution Agreement by and between Bayer Schering Pharma AG (formerly “Bayer AG, Bayer HealthCare, Division Pharma”) and GW Pharma Limited dated May 20, 2003 — hereinafter referred to as “Distribution Agreement” —
GW PHARMA LTD and LABORATORIOS ALMIRALL, S.A. AMENDMENT NO.1 TO THE PRODUCT COMMERCIALISATION AND SUPPLY CONSOLIDATED AGREEMENT DATED 6TH JUNE, 2006Product Commercialisation and Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
AMENDMENT NUMBER 3 TO THE LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 OJQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
and - GW PHARMA LIMITED TENANCY AGREEMENT - relating to - Hogan Lovells Ref: CM1 /SRlMFS/2523758 Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FGTenancy Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
GW PHARMA LTD and OTSUKA PHARMACEUTICAL CO., LTD AMENDMENT NO.1 TO RESEARCH COLLABORATION AND LICENCE AGREEMENT DATED JULY 9, 2007Research Collaboration and License Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
BAYER AG and GW PHARMA LTD LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
THIS LICENSE AND DISTRIBUTION AGREEMENT (hereinafter “Agreement”), is made as of the 20th day of May 2003, between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ and BAYER AG, Bayer HealthCare, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”).
GW PHARMA LTD and ALMIRALL, S.A. AMENDMENT AND SUPPLEMENTARY AGREEMENT TO THE PRODUCT COMMERCIALISATION AND SUPPLY CONSOLIDATED AGREEMENT DATED A LIMITED LIABILITY PARTNERSHIP CityPoint, One Ropemaker Street | London EC2Y 9AW Tel: +44 20 7920 4000 |...Product Commercialisation and Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Amendment # 3Supply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
to the Supply Agreement by and between Bayer Schering Pharma AG (formerly “Bayer AG, Bayer HealthCare, Division Pharma”) and GW Pharma Limited dated May 20, 2003 — hereinafter referred to as “Supply Agreement” —
AMENDMENT NUMBER 1 TO THE LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
AMENDMENT NO. 1 TO THE DEVELOPMENT AND LICENSE AGREEMENT between GW PHARMA LTD and OTSUKA PHARMACEUTICAL CO., LTD and GW PHARMACEUTICALS PLCDevelopment and License Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (“Amendment”) to that certain Development and License Agreement dated February 14, 2007 by and among the parties hereto (“Agreement”), is made and entered into as of November 1, 2008 (“Amendment Effective Date”), by and among GW Pharma Ltd a corporation organized and existing under the laws of England having offices at Porton Down Science Park, Salisbury, Wiltshire, SP4 OJQ, United Kingdom on behalf of itself and its Affiliates (collectively “GW Pharma”), GW Pharmaceuticals Plc, a company organized under the laws of England, having offices at Porton Down Science Park, Salisbury, Wiltshire, SP4 OJQ, United Kingdom and Otsuka Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan, having a principal place of business at 2-9, Kanda Tsukasamachi, Chiyoda-ku, Tokyo, 101-8535 Japan (“Otsuka”).
GW PHARMA LTD and ALMIRALL, S.A. SUPPLEMENTARY AGREEMENT TO THE PRODUCT COMMERCIALISATION AND SUPPLY CONSOLIDATED AGREEMENT DATED 6TH JUNE, 2006Supplementary Agreement to the Product Commercialisation and Supply Consolidated Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
AMENDMENT NUMBER 1 TO THE SUPPLY AGREEMENTSupply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 0JQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
AMENDMENT NUMBER 2 TO THE SUPPLY AGREEMENTSupply Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 OJQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Bayerwerk, 51368 Leverkusen, Germany (“Bayer”)
and *** - and - GW RESEARCH LIMITED - and - GW PHARMACEUTICALS PLC AGREEMENT FOR LEASE - relating to -Lease Agreement • March 26th, 2013 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • England
GW UK CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN (GW PHARMA LIMITED / GW RESEARCH LIMITED)Participation Agreement • February 26th, 2021 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Transition Incentive Bonus OpportunityTransition Incentive Bonus Opportunity • February 26th, 2021 • Gw Pharmaceuticals PLC • Pharmaceutical preparations
Reference is made to the Transition Agreement, dated as of February 3, 2021 (the “Transition Agreement”), by and among Jazz Pharmaceuticals UK Holdings Limited, Jazz Pharmaceuticals plc (“Jazz”) and GW Pharmaceuticals plc (the “Company”), pursuant to which the Company will be acquired by Jazz.
