GYROSCOPE THERAPEUTICS HOLDINGS PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • May 3rd, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among GYROSCOPE THERAPEUTICS HOLDINGS PLC, a public limited 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.
GYROSCOPE THERAPEUTICS HOLDINGS PLC [●] AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, NOMINAL VALUE £0.005 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • New York
ASSET PURCHASE AGREEMENT BY AND AMONG JANSSEN BIOTECH, INC. AND ORBIT BIOMEDICAL LIMITED dated as of March 29, 2018Asset Purchase Agreement • April 16th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • New York
This Asset Purchase Agreement (this “Agreement”), dated as of March 29, 2018, is entered into by and between Janssen Biotech, Inc., a Pennsylvania corporation (“Seller”), Orbit Biomedical Limited, a limited company organized under the Laws of England and Wales (“Buyer”). Seller and Buyer are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.”
DEED OF INDEMNITYDeed of Indemnity • April 28th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England and Wales
ContractExclusive Patent and Non-Exclusive Know-How Licence Agreement • April 16th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
DEED OF INDEMNITYDeed of Indemnity • April 28th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England and Wales
ContractExclusive Patent Licence Agreement • January 11th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
REGISTRATION RIGHTS AGREEMENT dated as of , 2021 among GYROSCOPE THERAPEUTICS HOLDINGS PLC and THE HOLDERS NAMED HEREINRegistration Rights Agreement • May 3rd, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement dated as of , 2021 (this “Agreement”), is by and among Gyroscope Therapeutics Holdings plc (the “Company”) and the Holders listed in Schedule A hereto. Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
ContractLicense Agreement • January 11th, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
ContractExclusive Patent Licence Agreement • April 2nd, 2021 • Gyroscope Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • England
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
