Verona Pharma plc 12,400,000 American Depositary Shares Each Representing Eight Ordinary Shares (Nominal value £0.05 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2022 • Verona Pharma PLC • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • March 7th, 2023 • Verona Pharma PLC • Pharmaceutical preparations • New York
ContractDeposit Agreement • February 27th, 2018 • Verona Pharma PLC • Pharmaceutical preparations • England
VIVO VENTURES FUND VII, L.P. and VIVO VENTURES VII AFFILIATES FUND, L.P. and VIVO VENTURES FUND VI, L.P. and VIVO VENTURES VI AFFILIATES FUND, L.P. and VERONA PHARMA PLC and NPLUS1 SINGER ADVISORY LLP RELATIONSHIP AGREEMENT relating to VERONA PHARMA PLCRelationship Agreement • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations • England and Wales
REGISTRATION RIGHTS AGREEMENT dated as of July 29, 2016 among VERONA PHARMA PLC and THE INVESTORS PARTY HERETORegistration Rights Agreement • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT dated as of July 29, 2016 (this “Agreement”) by and among Verona Pharma plc, a company incorporated under the laws of England and Wales (registered number 05375156) (the “Company”), and the investors listed on the signature pages hereto, as well as any Permitted Transferees (as defined below).
WARRANT INSTRUMENTWarrant Instrument • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations • London
This warrant instrument (this “Warrant Instrument”) has been entered into by the Company by way of deed poll relating to the Warrants to subscribe for the Shares (as such terms are defined herein), subject to the Company’s articles of association.
DIRECTOR DEED OF INDEMNITYDirector Deed of Indemnity • April 18th, 2017 • Verona Pharma PLC • Pharmaceutical preparations • England and Wales
INTELLECTUAL PROPERTY ASSIGNMENT AND LICENCE AGREEMENT DATED 7TH FEBRUARY, 2005 VERNALIS DEVELOPMENT LIMITED and RHINOPHARMA LTD.Intellectual Property Assignment and License Agreement • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations
December 15, 2014 Kenneth B. Newman, M.D., M.B.A Katonah, NY 10236Offer of Employment • April 3rd, 2017 • Verona Pharma PLC • Pharmaceutical preparations • New York
On behalf of Verona Pharma, Inc. (the “Company”), I am pleased to offer you the position of Chief Medical Officer. This offer letter agreement (the “Agreement”) sets forth the terms of employment the Company is offering you. If you accept this offer, we anticipate that your first day of employment will be January 1, 2015.
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Execution Version...Revenue Interest Purchase and Sale Agreement • August 8th, 2024 • Verona Pharma PLC • Pharmaceutical preparations • New York
OFFICER DEED OF INDEMNITYOfficer Deed of Indemnity • April 18th, 2017 • Verona Pharma PLC • Pharmaceutical preparations • England and Wales
January 28, 2020 Mark Hahn XXXXXXXXX XXXXXXXXXEmployment Agreement • August 17th, 2020 • Verona Pharma PLC • Pharmaceutical preparations • North Carolina
On behalf of Verona Pharma Inc. (the “Company” or “Verona Pharma”), I am pleased to offer you employment with the Company. This offer letter agreement, together with Exhibit A hereto (together, the “Agreement”) sets forth the terms of employment the Company is offering you. If you accept this offer, we anticipate that your first day of employment will be February 1, 2020 (“Commencement Date”) and you will be appointed to the position of Chief Financial Officer effective on March 1, 2020 (the “Appointment Date”). The term of this Agreement (the “Term”) shall commence on the Commencement Date and end on the date this Agreement is terminated under Section 5.
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN VERONA PHARMA PLC AND NUANCE PHARMA LIMITED AND NUANCE (SHANGHAI) PHARMA CO LTDCollaboration and License Agreement • August 5th, 2021 • Verona Pharma PLC • Pharmaceutical preparations • England and Wales
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is deemed by the parties to be effective on June 9, 2021 (“Effective Date”) between Verona Pharma plc, with a principal place of business at 3 More London Riverside, London, SE1 2RE, United Kingdom (“Verona”), and Nuance Pharma Limited, with a principal place of business at Room 639, East Tower, Shanghai Centre, 1376 West Nanjing Road, Shanghai, the PRC (“Nuance”) and Nuance (Shanghai) Pharma Co Ltd, with a principal place of business at Room 639, East Tower, Shanghai Centre, 1376 West Nanjing Road, Shanghai, the PRC (“Nuance Shanghai”).
297684974.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of March, 2022, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”)...Loan and Security Agreement • May 3rd, 2022 • Verona Pharma PLC • Pharmaceutical preparations
ContractSublease Agreement • September 1st, 2023 • Verona Pharma PLC • Pharmaceutical preparations
THIS AGREEMENT OF SUBLEASE (“Sublease”) made as of the 28th day of August, 2023, by and between insightsoftware, LLC (“Sublandlord”) and Verona Pharma, Inc. (“Subtenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2022 • Verona Pharma PLC • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this [●] day of March, 2022, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”) and (b) VERONA PHARMA PLC., a company registered under the laws of England and Wales with company number 05375156 (“Parent” or “UK Borrower”) and VERONA PHARMA, INC., a Delaware corporation (“US Borrower” and together with UK Borrower, each a “Co-Borrower” and collectively “Co-Borrowers”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. COMMERCIAL SUPPLY...Commercial Supply Agreement • February 29th, 2024 • Verona Pharma PLC • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LOAN AND...Loan and Security Agreement • January 2nd, 2024 • Verona Pharma PLC • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified, this “Agreement”) dated as of December 27, 2023 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender, OXFORD FINANCE CREDIT FUND II, LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF II”), OXFORD FINANCE CREDIT FUND III, LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF III”) and HERCULES CAPITAL, INC., a Maryland corporation, with an office located at 4
BRIER CREEK OFFICE PARK WAKE COUNTY, NORTH CAROLINA LEASE BETWEEN BRIER CREEK OFFICE #4, LLC Landlord, AND VERONA PHARMA INC., Tenant DATED _______________, 2020Lease Agreement • March 3rd, 2022 • Verona Pharma PLC • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2020 • Verona Pharma PLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2020 by and among Verona Pharma plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Verona Pharma, Inc. E-mail: info@veronapharma.com Website: www.veronapharma.com EXECUTION COPY May 1, 2017 Armi Desiree Elisabeth Luthman 306 Windy Run Road Doylestown, Pennsylvania 18901 USA Re: Offer of Employment Dear Desiree: On behalf of Verona...Employment Agreement • February 27th, 2018 • Verona Pharma PLC • Pharmaceutical preparations • New York
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. EXECUTION VERSION...Credit Agreement and Guaranty • May 10th, 2024 • Verona Pharma PLC • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 24th, 2020 • Verona Pharma PLC • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of November 19, 2020 (the “Effective Date”), by and among SILICON VALLEY BANK, a California corporation (“Bank”), VERONA PHARMA PLC., A COMPANY REGISTERED UNDER THE LAWS OF England and Wales with company number 05375156 (“Parent” or “UK Borrower”) and VERONA PHARMA, INC., a Delaware corporation (“US Borrower” and together with UK Borrower, each a “Co-Borrower” and collectively “Co-Borrowers”), provides the terms on which Bank shall lend to Co-Borrowers and Co-Borrowers shall repay Bank. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2020 • Verona Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2020 by and among Verona Pharma plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 16, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractAccommodation Agreement • March 19th, 2019 • Verona Pharma PLC • Pharmaceutical preparations
Amendment AgreementAmendment Agreement • March 30th, 2022 • Verona Pharma PLC • Pharmaceutical preparations
December 13, 2018 Kathleen Rickard, MD 7012 Wildlife Trail, Raleigh, NC 27613 Re: Offer of Employment Dear Kathy: On behalf of Verona Pharma, Inc. (the “Company” or “Verona Pharma”), I am pleased to offer you the position of Chief Medical Officer of...Employment Agreement • March 19th, 2019 • Verona Pharma PLC • Pharmaceutical preparations • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of January, 2021, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and VERONA...Loan and Security Agreement • February 25th, 2021 • Verona Pharma PLC • Pharmaceutical preparations
