DB1/ 147697253.1 1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made by and between Centessa Pharmaceuticals LLC (the “Company”) and John Crowley, C.P.A. (the “Executive”) and is effective as of June 5, 2024 (the “Effective...Employment Agreement • August 13th, 2024 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations • Massachusetts
CENTESSA PHARMACEUTICALS PLC $125,000,000 American Depositary Shares Representing $125,000,000 Ordinary Shares, Nominal Value £0.002 Per Share SALES AGREEMENTSales Agreement • January 27th, 2023 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations • New York
Centessa Pharmaceuticals plc, a public limited company incorporated under the laws of England and Wales with registered number 12973576 (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
Dated 23 January 2021 APCINTEX LIMITED AND THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
Dated 1 October, 2021 Centessa Pharmaceuticals plc and David Grainger, PhD. SERVICE AGREEMENTService Agreement • March 28th, 2024 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations
(1)[Centessa Limited a company incorporated and registered in England and Wales with company number 13040752 and whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the "Company"); and]
AGREEMENT AND PLAN OF MERGER by and among CORNERSTONE THERAPEUTICS INC., COHESION MERGER SUB, INC., CARDIOKINE, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 28, 2011Merger Agreement • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 28, 2011, by and among Cornerstone Therapeutics Inc., a Delaware corporation (the “Buyer”), Cohesion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), Cardiokine, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Indemnification Representative.
LEASE ONE FEDERAL, L.P., a Delaware Limited Partnership Landlord and CENTESSA PHARMACEUTICALS, INC., a Delaware corporation Tenant for Premises on 38th Floor One Federal Street Boston, Massachusetts February 7, 2022Lease Agreement • March 30th, 2022 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations • Massachusetts
THIS LEASE is made as of the ___ day of January, 2022 (“Effective Date”), between ONE FEDERAL, L.P. (“Landlord”), a Delaware limited partnership, and CENTESSA PHARMACEUTICALS, INC. (“Tenant”), a Delaware corporation.
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DATED 2015 CAMBRIDGE ENTERPRISE LIMITED (1) (“CE”) and Z FACTOR LIMITED (2)...Licence Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • England
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 29 day of January, 2021, by and among United Medicines Biopharma Limited, a private company limited by shares incorporated in England with company number 12973576 and with its registered office at The Dorothy Hodgkin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement (as defined below).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of November 7, 2017, by and among Healthcare Ventures VII, L.P. (the “Assignor’’), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
STOCK PURCHASE AGREEMENT BY AND AMONG CHIESI USA, INC., PALLADIO ACQUISITION SUB, INC. and PALLADIO BIOSCIENCES, INC. July 26, 2016Stock Purchase Agreement • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 26, 2016, by and among Chiesi USA, Inc., a Delaware corporation (“Seller”), Palladio Biosciences, Inc., a Delaware corporation (“Parent”) and Palladio Acquisition Sub, Inc, a Delaware corporation and wholly-owned subsidiary of Buyer (“Buyer” and together with Parent, the “Parent Parties”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENT by and between WYETH, acting through its WYETH PHARMACEUTICALS...License Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This License Agreement (this “Agreement”) is entered into this 15th day of March, 2004 (the “Effective Date”), by and between Wyeth, a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at Five Giralda Farms, Madison, New Jersey 07940, acting through its Wyeth Pharmaceuticals Division, (“Wyeth”), and Cardiokine, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3701 Market St, 4th Floor, Philadelphia, PA 19104 (“Cardiokine”). Wyeth and Cardiokine may each be referred to herein individually as a “Party” and collectively as the “Parties”.
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of June_, 2017, by and among Perseus-Soros BioPharmaceutical Fund Liquidating Trust (the “Assignor”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 30th, 2023 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment No. 2 to the Note Purchase Agreement (as defined below) (this “Amendment”) is entered into by and among Centessa Pharmaceuticals plc, a public company incorporated under the laws of England & Wales (“Issuer”), the undersigned Guarantors (together with Issuer, the “Obligors”), Three Peaks Capital Solutions Aggregator Fund (“Purchaser”) and Cocoon SA LLC, as agent for the Purchasers (“Purchaser Agent”), effective as of November 7, 2022.
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of December 20, 2017, by and among Advent Private Equity Fund III A, Advent Private Equity Fund III B, Advent Private Equity Fund III C, Advent Private Equity Fund III D, Advent Private Equity Fund III & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership (collectively, the “Assignors”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • May 12th, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • New Jersey
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made as of February 24, 2017, by and among Care Capital Investments II, LP and Care Capital Offshore Investments II, LP (collectively, the “Assignors”), and Palladio Biosciences, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement (defined below).
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2023 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations
This Amendment No. 3 to Note Purchase Agreement (this “Amendment”) is entered into by and among Centessa Pharmaceuticals plc, a public company incorporated under the laws of England & Wales (“Issuer”), the undersigned Guarantors (together with Issuer, the “Obligors”), Three Peaks Capital Solutions Aggregator Fund (“Purchaser”) and Cocoon SA LLC, as agent for the Purchasers (“Purchaser Agent”, and together with the Obligors and Purchaser, the “Parties” and each, a “Party”), effective as of June 23, 2023.
JANPIX LIMITED ANDContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will and transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
DB1/ 147675912.1 Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement In consideration and as a condition of the commencement of my employment by Centessa Pharmaceuticals LLC (the “Company”), I enter into this Employee...Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement • August 13th, 2024 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations
Dated 23 January 2021 Z FACTOR LIMITED AND THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
EXHIBIT C Contingent Value Rights AgreementContingent Value Rights Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 23, 2021 (this “Agreement”), is entered into by and among Palladio Biosciences, Inc., a Delaware corporation ( “Palladio”), Srini Akkaraju, solely in his capacity as the representative of the holders of the CVRs (the “Holder Representative”), and United Medicines Biopharma Limited, a private company limited by shares incorporated in England (“UM”).
Dated 23 January 2021 THE SELLERS AND UNITED MEDICINES BIOPHARMA LIMITED IN THE PRESENCE OF PEGA-ONE S.A.S. CONTRIBUTION AGREEMENTContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
DATED 2016 CAMBRIDGE ENTERPRISE LIMITED (1) (“CE”) and APCINTEX LIMITED (2) (“Licensee”) EXCLUSIVE PATENT AND NON-EXCLUSIVE KNOW-HOW LICENCE AGREEMENT Case No: [####]Exclusive Patent and Non-Exclusive Know-How Licence Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations • England
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.License Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
WHEREAS, Roche has discovered and has conducted certain research and development related to, and possesses certain intellectual property with respect to the glycoengineered anti-EGFR mAB Imgatuzumab (RO5083945) also referred to as GA201 (“Compound” as further defined below); and
LOCKBODY THERAPEUTICS LTD ANDContribution Agreement • April 21st, 2021 • Centessa Pharmaceuticals LTD • Pharmaceutical preparations
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
AMENDMENT TO NOTE PURCHASE AGREEMENT AND WAIVERNote Purchase Agreement • March 30th, 2022 • Centessa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amendment to the Note Purchase Agreement (as defined below) and Waiver (this “Amendment”) is entered into by and among Centessa Pharmaceuticals plc, a public company incorporated under the laws of England & Wales (“Issuer”), the undersigned Guarantors (together with Issuer, the “Obligors”), Three Peaks Capital Solutions Aggregator Fund (“Purchaser”) and Cocoon SA LLC, as agent for the Purchasers (“Purchaser Agent”), effective as of February 11, 2022.
