ORPHAZYME A/S AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement September 28, 2020Deposit Agreement • March 2nd, 2021 • Orphazyme a/S • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of September 28, 2020 among ORPHAZYME A/S, a public limited liability company (Aktieselskab) organized and existing under the laws of Denmark (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
ORPHAZYME A/S AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE SALES AGREEMENTSales Agreement • November 4th, 2021 • Orphazyme a/S • Pharmaceutical preparations • New York
Orphazyme A/S, a public limited liability company (Aktieselskab) organized and existing under the laws of the Kingdom of Denmark (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ORPHAZYME A/S (a Danish public limited liability company) [•] Ordinary Shares (nominal value DKK 1 per share) and [•] American Depositary Shares each Representing One Ordinary Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Orphazyme a/S • Pharmaceutical preparations • New York
The Underlying Shares will, following subscription by the Underwriters, be deposited pursuant to the terms of a deposit agreement (the “Deposit Agreement”), to be dated as of [•], 2020, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADSs. Upon deposit of any Ordinary Shares, the Depositary will issue ADSs representing the Ordinary Shares so deposited, which ADSs may be evidenced by American Depositary Receipts (“ADRs”) registered in book-entry form on the Direct Registration System (“DRS”) administered by the Depository Trust Company (“DTC”). Unless the context otherwise requires, references to the “Initial ADSs,” the “Option ADSs” and the “Securities” shall be deemed to include the ADRs evidencing the same and the Underlying Shares represented thereby.
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO €18,000,000 Dated 27th August 2019 BetweenLoan Agreement • September 4th, 2020 • Orphazyme a/S • Pharmaceutical preparations • England
KREOS CAPITAL VI (UK) LIMITED, a company incorporated in England and Wales under registration number 11535385 whose registered office is at Amf Building, 25 Old Burlington Street, London W1S 3AN (the “Lender”, which expression shall include its successors and assigns);
ASSET PURCHASE AGREEMENT by and between CytRx Corporation, as Seller, and Orphazyme ApS, as Buyer May 13, 2011Asset Purchase Agreement • September 4th, 2020 • Orphazyme a/S • Pharmaceutical preparations
This Asset Purchase Agreement (this “Agreement”) is made as of May 13, 2011, by and between CytRx Corporation, a Delaware corporation (“Seller”), and Orphazyme ApS, a company organized under the laws of Denmark (“Buyer”). Seller and Buyer are each referred to individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT dated October 31 2017 between Orphazyme A/S and KU Center for Technology Commercialization, Inc. and University of Kansas and Kansas Life Sciences Development Company, Inc. and UCL Business PLCLicense Agreement • September 4th, 2020 • Orphazyme a/S • Pharmaceutical preparations
This License Agreement (“Agreement”) is entered into as of October 31, 2017 by and among the KU CENTER FOR TECHNOLOGY COMMERCIALIZATION, INC. d/b/a KU Innovation and Collaboration, having its principal place of business at 2029 Becker Drive, Suite 142, Lawrence, KS 66047, hereinafter referred to as “KUCTC,” UNIVERSITY OF KANSAS, on behalf of University of Kansas Medical Center, having its principal place of business at 3901 Rainbow Boulevard, Kansas City, Kansas 66160, hereinafter referred to as “KUMC,” KANSAS LIFE SCIENCES DEVELOPMENT COMPANY, INC., having its principal place of business at 3901 Rainbow Boulevard, Kansas City, Kansas 66160, hereinafter referred to as “KLSDC,” and collectively, with KUCTC and KUMC, “Kansas,” UCL BUSINESS PLC, having its principal place of business at 97 Tottenham Court Road, London W1T 4TP, UK, hereinafter referred to as “UCLB,” and ORPHAZYME A/S, having its principal place of business at Ole Maaløes Vej 3, DK-2200 N, Copenhagen, Denmark, hereinafter r
UNIVERSITY OF MIAMI EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 4th, 2020 • Orphazyme a/S • Pharmaceutical preparations
This Exclusive License Agreement (this “Agreement”) is entered into and made effective as of the last dated signature below (the “Effective Date”) between University of Miami, a Florida not-for-profit corporation, having business offices at 1951 NW 7th Avenue, (C234), Miami, Florida 33136 (“UNIVERSITY”), on behalf of itself, Emory and MGH (as defined below), and Orphazyme ApS, CVR no. DK 3226 6355, a for-profit corporation organized under the laws of Denmark, having business offices at Ole Maaloes Vej 3, DK-2200 Copenhagen N, Denmark (“LICENSEE”). For purposes of this Agreement, each of UNIVERSITY and LICENSEE may be individually referred to as a “Party” and collectively referred to as the “Parties.”
