VACCITECH PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement April 29, 2021Deposit Agreement • June 22nd, 2022 • Vaccitech PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of April 29, 2021 among VACCITECH PLC, a company incorporated under the laws of England and Wales (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.
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations • Delaware
This Employment Agreement (“Agreement”) is made by and between Vaccitech Limited (which is anticipated to be reorganized into Vaccitech plc, “Parent”), Vaccitech USA, Inc., a Delaware corporation (the “U.S. Subsidiary”), and Thomas G. Evans, MD (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Parent, the U.S. Subsidiary, and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth in this Agreement may be discharged by any entity within that definition. In the interest of clarity, any intercompany transfer shall not be deemed a termination of the employment relationship unless otherwise specified at the time of the transfer.
DATED 2021 SERVICE AGREEMENTService Agreement • April 26th, 2021 • Vaccitech PLC • Pharmaceutical preparations
OXFORD SCIENCES INNOVATION PLC - and - VACCITECH LIMITED LEASE Part of Second Floor, The Schrödinger Building The Oxford Science Park Sandford-on-Thames Oxford 71 Queen Victoria Street London EC4V 4AY Direct Dial +44 (0)20 7395 3047 Direct Fax +44...Lease • March 23rd, 2021 • Vaccitech LTD • Pharmaceutical preparations
LR2. Title Number(s) LR2.1 Landlord’s title number(s) Title number(s) out of which this lease is granted. Leave blank if not registered. LR2.2 Other title numbers Existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made.
LICENCE AGREEMENTLicense Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations • England and Wales
Each of Vaccitech, Oxford and OUI is referred to as a “Party” and together as the “Parties”; save that OUI shall only be a Party to this Agreement for the purposes of clause 3.
Clinical Development Partnerships Clinical Trial and Option Agreement Vaccitech Oncology Limited and Cancer Research Technology Limited and Cancer Research UKClinical Trial and Option Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations • England and Wales
Company VACCITECH ONCOLOGY LIMITED (“VOLT”), a company registered in England and Wales under number 11655405 with registered office at The Schrodinger Building 2nd Floor, Heatley Road, Oxford Science Park, Oxford, Oxfordshire, England, OX4 4GE
ContractLicence Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.
CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Funding Agreement • March 20th, 2024 • Barinthus Biotherapeutics Plc. • Pharmaceutical preparations • England and Wales
PARTNER INFORMATION Names: The Chancellors, Masters and Scholars of the University of Oxford(“Oxford”); andBarinthus Biotherapeutics (UK) Limited, a private limited company incorporated in England and Wales with company number 09973585 (“Barinthus Bio”),(each of Oxford and Barinthus Bio a “Partner” and together the “Partners”) Mailing Address: For Oxford: University Offices, Wellington Square, Oxford, OX1 2JDFor Barinthus Bio: Barinthus Biotherapeutics (UK) Limited, Units 6 to 10 Zeus Building, Rutherford Avenue, Harwell, Oxfordshire, Didcot OX11 0DF Project Lead: For Oxford: [***]For Barinthus Bio: [***] Management Contact: For Oxford: [***]For Barinthus Bio: [***] Bank Account Details: For OxfordAccount Name: University of Oxford Account Number: [***]IBAN Number: [***]Bank Sort Code Number: [***] Swift Code: [***]Bank: [***]Bank Address: [***] For Barinthus BioAccount Name: Barinthus Biotherapeutics (UK) Limited Account Number: [***]
DATED 8 September 2017License Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations
Dated 21 February 2024 BARINTHUS BIOTHERAPEUTICS PLCandLEON HOOFTMAN SERVICE AGREEMENTService Agreement • November 6th, 2024 • Barinthus Biotherapeutics Plc. • Pharmaceutical preparations
Employment Agreement dated 23 January, 2023 by and between /s/ William EnrightEmployment Agreement • May 12th, 2023 • Vaccitech PLC • Pharmaceutical preparations
The Parties acknowledge that the Company has been incorporated on 18 January 2023. The newly incorporated Company hereby explicitly takes over the former employment agreement concluded between the Company (in formation) and the Employee on 26/28 September 2022 with all its liabilities.
DATED 3rd September 2021 LEASE relating to Units 6, 7, 8, 9 and 10 Zeus Building Harwell Science and Innovation Campus Harwell Didcot Oxfordshire OX11 0RL (1)THE HARWELL SCIENCE AND INNOVATION CAMPUS LIMITED PARTNERSHIP A LIMITED PARTNERSHIP ACTING BY...Lease Agreement • November 12th, 2021 • Vaccitech PLC • Pharmaceutical preparations • England and Wales
LR11. Easements LR11.1 Easements granted by this lease for the benefit of the PropertyThe easements as specified in clause 4 of this leaseLR11.2 Easements granted or reserved by this lease over the Property for the benefit of other propertyThe easements as specified in clause 5 of this lease LR12. Estate rentcharge burdening the Property None LR13. Application for standard form of restriction. None LR14. Declaration of trust where there is more than one person comprising the Tenant Not applicable
VACCITECH PLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2022 • Vaccitech PLC • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 28th day of March 2022, by and among VACCITECH PLC (the “Company”) (Company no. 13282620) and Benjamin Eisler (the “Securityholder Agent”) acting on behalf of the investors listed on Exhibit A hereto (together with their permitted assigns, the “Investors”), pursuant to Section 4.10 of the Merger Agreement (as defined herein).
OXFORD SCIENCES INNOVATION PLC - and - VACCITECH LIMITED LEASE Part of Second Floor, The Schrödinger Building The Oxford Science Park Sandford-on-Thames Oxford 71 Queen Victoria Street London EC4V 4AY Direct Dial +44 (0)20 7395 3047 Direct Fax +44...Lease Agreement • April 9th, 2021 • Vaccitech PLC • Pharmaceutical preparations
LR2. Title Number(s) LR2.1 Landlord’s title number(s) Title number(s) out of which this lease is granted. Leave blank if not registered. LR2.2 Other title numbers Existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Agreement and Plan of Merger and Reorganization • December 14th, 2021 • Vaccitech PLC • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of December 9, 2021 (the “Agreement Date”), by and among Vaccitech PLC, a corporation organized under the laws of England and Wales (“Acquirer”), VA Merger Sub 1 Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub 1”), VA Merger Sub 2 Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), Avidea Technologies, Inc., a Delaware corporation (the “Company”), and Benjamin Eisler, an individual, as the Securityholder Agent (as defined below). Certain other terms used herein are defined in Exhibit A.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Agreement and Plan of Merger and Reorganization • March 25th, 2022 • Vaccitech PLC • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made as of this 11th day of March, 2022 (the “Amendment Effective Date”) by and between Vaccitech PLC, a corporation organized under the laws of England and Wales (“Acquirer”), and Benjamin Eisler, an individual (the “Securityholder Agent”), in his capacity as the Securityholder Agent under the Merger Agreement (as defined below), to amend that certain Agreement and Plan of Merger and Reorganization, dated as of December 9, 2021, by and among Acquirer, VA Merger Sub 1 Inc., VA Merger Sub 2 Inc., Avidea Technologies, Inc. and the Securityholder Agent (the “Merger Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
VACCITECH PLC [●] American Depositary Shares Representing [●] ORDINARY SHARES, NOMINAL VALUE £[●] PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2021 • Vaccitech PLC • Pharmaceutical preparations • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [●], 2021, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The ADSs will initially represent the right to receive the Ordinary Shares deposited pursuant to the Deposit Agreement.
