DEPOSIT AGREEMENTDeposit Agreement • May 13th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Bicycle Therapeutics 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).
BICYCLE THERAPEUTICS PLC and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ Bicycle Therapeutics plc Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • May 26th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2024 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of April 18, 2024 by and between Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
Underwriting AgreementUnderwriting Agreement • May 13th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations
Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), and in the manner contemplated by the Agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [·] American Depositary Shares representing [·] Ordinary Shares nominal value £0.01 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [·] additional American Depositary Shares representing [·] Ordinary Shares. The aggregate of [·] American Depositary Shares representing [·] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [·] American Depositary Shares representing [·] additional Ordinary Shares to be sold by the Company is called the “Optional ADSs”. The Firm ADSs and the Optional
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2020 and is entered into by and among BICYCLE THERAPEUTICS PLC, a public limited company organized under the laws of England and Wales (“Parent”), BICYCLETX LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleTx”), BICYCLERD LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleRD”), BICYCLE THERAPEUTICS INC., a Delaware corporation (“Bicycle US”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (hereinafter collectively referred to as “Borrowers” and each, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in suc
SERVICE AGREEMENTService Agreement • August 6th, 2024 • Bicycle Therapeutics PLC • Pharmaceutical preparations • England and Wales
(1)BICYCLETX LIMITED a company incorporated under the laws of England and Wales (Company Number 11036101) whose registered office is at Blocks A & B, Portway Building Granta Park, Great Abington, Cambridge CB21 6GS, United Kingdom (the “Company”); and
BICYCLE THERAPEUTICS PLCDeposit Agreement • November 5th, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
Reference is made to the Deposit Agreement, dated as of May 28, 2019, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Bicycle Therapeutics 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.
BICYCLE THERAPEUTICS PLC and _____________, As Warrant Agent Form of Ordinary Shares Warrant Agreement Dated As Of __________ Bicycle Therapeutics plc Form of Ordinary Shares Warrant AgreementOrdinary Shares Warrant Agreement • May 26th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Ordinary Shares Warrant Agreement (this “Agreement”), dated as of [●], between Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Bicycle Therapeutics plc and _____________, As Warrant Agent Form of Preference Shares Warrant Agreement Dated As Of __________ Bicycle Therapeutics plc Form of preference Shares Warrant AgreementPreference Shares Warrant Agreement • May 26th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Preference Shares Warrant Agreement (this “Agreement”), dated as of [●], between Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into effective as of June 22, 2023_____ (the “Effective Date”), by and between Alethia Young (“Executive”) and Bicycle Therapeutics Inc. (the “Company”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 4th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of July 9, 2021 (the “Effective Date”) by and between BicycleTx Limited, a company incorporated in England and Wales with a place of business at Building 900, Babraham Research Campus, Cambridge CB22 3AT, UK (“BicycleTx”), and Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010, USA (“Ionis”). BicycleTx and Ionis are referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Bicycle Therapeutics, Inc., a Delaware corporation (the “Company”), and Nicholas Keen (the “Executive” and collectively with the Company the “Parties”) and is effective as of (and is conditioned upon) the closing of the first underwritten public offering of the equity securities of Bicycle Therapeutics Limited pursuant to an effective registration statement under the Securities Act of 1933, as amended, occurring on or before June 30, 2019 (the “Effective Date”). This Agreement amends, restates and supersedes the terms of the January 3, 2017, Employment Agreement (the “Prior Agreement”) between the Company and the Executive, except that the Parties acknowledge and agree that Sections 4.3 through 4.15 of the Prior Agreement are not altered by the terms of this Agreement, shall remain in full force and effect and are reproduced for reference in Section 8 herein. Except with respect to Sections 4.3 through 4.15 of the Prior Agreement
SHARE OPTION CONTRACTShare Option Contract • April 26th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • England
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of September 26th, 2019 (the “Effective Date”), by and between Nicholas Keen (“Executive”) and Bicycle Therapeutics Inc. (the “Company”).
SHARE OPTION CONTRACTShare Option Contract • April 26th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • England
SERVICE AGREEMENTService Agreement • May 15th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • England and Wales
AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 3rd, 2022 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENT (“Second Amendment”) is made and entered into effective as of July 28, 2022 (“Second Amendment Effective Date”) by and between BicycleTx Limited, a company incorporated in England and Wales with a place of business at Blocks A & B Portway Building, Granta Park, Great Abington, Cambridge, CB21 6GS (“BicycleTx”), and Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010, USA (“Ionis”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 11th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 10, 2021, is entered into by and among BICYCLE THERAPEUTICS PLC, a public limited company organized under the laws of England and Wales (“Parent”), BICYCLETX LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleTx”), BICYCLERD LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleRD”), BICYCLE THERAPEUTICS INC., a Delaware corporation (“Bicycle US”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan Agreement (hereinafter collectively referred to as “Borrowers” and each, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and col
AMENDMENT NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 1st, 2022 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
This Amendment No. 1 to Collaboration and License Agreement (“First Amendment”) is made and entered into effective as of December 17, 2021 (“First Amendment Effective Date”) by and between BicycleTx Limited, a company incorporated in England and Wales with a place of business at Building 900, Babraham Research Campus, Cambridge CB22 3AT, UK (“BicycleTx”), and Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010, USA (“Ionis”). BicycleTx and Ionis are referred to herein individually as a “Party” and collectively as the “Parties”.
Bicycle Therapeutics plc 4,705,884 American Depositary Shares representing 4,705,884 Ordinary Shares, nominal value £0.01 per share 4,705,882 Non-Voting Ordinary Shares, nominal value £0.01 per share Underwriting AgreementUnderwriting Agreement • July 13th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of May 28, 2019, among the Company, Citibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued thereunder by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Ordinary Share with a nominal value of £0.01 per share, deposited pursuant to the Deposit Agreement.
Bicycle Therapeutics plc American Depositary Shares Each Representing One Ordinary Share (Nominal Value £0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 5th, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales with company number 11036004 and having its registered office at Building 900 Babraham Research Campus, Babraham, Cambridgeshire, CB22 3AT, United Kingdom (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (collectively, the “Agents,” and each individually, an “Agent”), as follows:
Amendment No. 1 to Service AgreementService Agreement • May 4th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) to Service Agreement dated 5 January 2022 (the “Employment Agreement”) is entered into by the following Parties: BicycleTX Limited (the “Company”) and Alistair Milnes (“you”) (collectively the “Parties”), to provide clarity and define new terms agreed to by the Parties.
DATED 15 May 2019 BicycleTX Ltd and Dr Kevin LeeStatement of Main Terms and Conditions of Employment • May 15th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • England and Wales
CONSULTING AGREEMENTConsulting Agreement • April 18th, 2024 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made by and between Bicycle Therapeutics Inc. (“Company”) and Veronica Jordan (“Consultant”), effective as of April 17, 2024 (the “Effective Date”).
DISCOVERY COLLABORATION AND LICENSE AGREEMENT between BICYCLETX LIMITED and GENENTECH, INC. Dated as of February 21, 2020Discovery Collaboration and License Agreement • March 10th, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This Discovery Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of February 21, 2020 (the “Effective Date”) by and between BicycleTx Limited, a company incorporated in England and Wales (“BicycleTx”), and Genentech, Inc., a Delaware corporation (“Genentech”). BicycleTx and Genentech are referred to herein individually as a “Party” and collectively as the “Parties”.
ContractSettlement Agreement • March 11th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • England and Wales
[***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
THIS DEED is made BETWEEN:Service Agreement • May 7th, 2020 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
ContractCollaboration and Licence Agreement • May 4th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
THIS DEED is made BETWEEN:Service Agreement • March 11th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
(1)BICYCLETX LIMITED a company incorporated under the laws of England and Wales with company number 11036101 and its registered office at Building 900, Babraham Research Campus, Babraham, Cambridgeshire, CB22 3AT, United Kingdom (the “BicycleTX”); and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 4th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”) is entered into as of July 9, 2021 (the “Execution Date”), by and between Bicycle Therapeutics plc, a company incorporated under the laws of England and Wales having an office at Building 900, Babraham Research Campus, Cambridge, United Kingdom CB22 3AT (the “Company”), and Ionis Pharmaceuticals, Inc. a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010, USA (the “Purchaser”). The capitalized terms used herein and not otherwise defined have the meanings given to them in Appendix 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2024 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2024, by and among Bicycle Therapeutics 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”).
AMENDMENT to letter agreementLetter Agreement • August 5th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
This Amendment to Letter Agreement (this “Amendment”) is effective as of May 24, 2021, by and between Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank” and, together with the Company, the “Parties” and each a “Party”). All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement (as defined below).
Amendment No. 2 to Service AgreementService Agreement • May 4th, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”) to Service Agreement dated 26 September 2019, as amended on 5 January 2022 (the “Employment Agreement”) is entered into by the following Parties: BicycleTX Limited (the “Company”) and Dr. Michael Skynner (“you”) (collectively the “Parties”), to provide clarity and define new terms agreed to by the Parties.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2023 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • California
of May 15, 2023, is entered into by and among BICYCLE THERAPEUTICS PLC, a public limited company organized under the laws of England and Wales (“Parent”), BICYCLETX LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleTx”), BICYCLERD LIMITED, a private company limited by shares organized under the laws of England and Wales (“BicycleRD”), BICYCLE THERAPEUTICS INC., a Delaware corporation (“Bicycle US”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan Agreement (hereinafter collectively referred to as “Borrowers” and each, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
ContractSettlement and Licence Agreement • March 11th, 2021 • BICYCLE THERAPEUTICS PLC • Pharmaceutical preparations • England and Wales
[***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
