Exhibit 1.1 ASTRAZENECA PLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2004 • Astrazeneca PLC • Pharmaceutical preparations • New York
ANDIndenture • April 2nd, 2004 • Astrazeneca PLC • Pharmaceutical preparations • New York
ASTRAZENECA PLC Debt Securities FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2019 • Astrazeneca PLC • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2020 among ASTRAZENECA PLC, DELTA OMEGA SUB HOLDINGS INC., DELTA OMEGA SUB HOLDINGS INC. 1, DELTA OMEGA SUB HOLDINGS LLC 2 and ALEXION PHARMACEUTICALS, INC.Merger Agreement • February 16th, 2021 • Astrazeneca PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, is by and among AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), Delta Omega Sub Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Bidco”), Delta Omega Sub Holdings Inc. 1, a Delaware corporation and a direct, wholly owned Subsidiary of Bidco (“Merger Sub I”), Delta Omega Sub Holdings LLC 2, a Delaware limited liability company and a direct, wholly owned Subsidiary of Bidco (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AstraZeneca PLC, as Issuer and The Bank of New York Mellon, as Trustee Indenture Dated as of May 28, 2021 ASTRAZENECA PLC Reconciliation and tie between Trust Indenture Act of 1939, as amended including by the Trust Indenture Reform Act of 1990, and...Indenture • May 28th, 2021 • Astrazeneca PLC • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of May 28, 2021, between AstraZeneca PLC, an English public limited company, as issuer (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),
ASTRAZENECA FINANCE LLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2024 • Astrazeneca PLC • Pharmaceutical preparations
This Agreement supersedes all prior agreements and understanding (whether written or oral) among the Issuer and the Underwriters, or any Underwriter, with respect to the subject matter hereof.
ASTRAZENECA PLC Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2020 • Astrazeneca PLC • Pharmaceutical preparations • New York
This Agreement supersedes all prior agreements and understanding (whether written or oral) between the Company and the Underwriters, or any Underwriter, with respect to the subject matter hereof.
AGREEMENT AND PLAN OF MERGER by and among MEDIMMUNE, INC., ASTRAZENECA PLC and ASTRAZENECA BIOPHARMACEUTICALS INC. Dated as of April 22, 2007Merger Agreement • April 26th, 2007 • Astrazeneca PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 22, 2007, by and among MedImmune, Inc., a Delaware corporation (the “Company”), AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), and AstraZeneca Biopharmaceuticals Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Buyer Parties”).
Employment AgreementEmployment Agreement • March 7th, 2017 • Astrazeneca PLC • Pharmaceutical preparations
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • December 27th, 2023 • Astrazeneca PLC • Pharmaceutical preparations
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between Icosavax, Inc., a Delaware corporation (“Company”), and the other party named on the signature page hereto (“Other Party”) as of 21-July-2022 (the “Effective Date”), to protect the confidentiality of certain confidential information of Company or of Other Party to be disclosed under this Agreement solely for use in evaluating or pursuing a business relationship between the parties (the “Permitted Use”). Company and Other Party may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECIPROCAL CONFIDENTIALITY AGREEMENTReciprocal Confidentiality Agreement • January 23rd, 2023 • Astrazeneca PLC • Pharmaceutical preparations • Delaware
This Reciprocal Confidentiality Agreement (this “Agreement”) is made effective as of May 10, 2021 (the “Effective Date”), by and between AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”) and CinCor Pharma, Inc, a corporation with offices at 5375 Medpace Way, Cincinnati OH 45227 (the “Company”), (each a “Party”) (collectively, the “Parties”)
AMENDMENT NO. 1 TO RECIPROCAL CONFIDENTIALITY AGREEMENTReciprocal Confidentiality Agreement • January 23rd, 2023 • Astrazeneca PLC • Pharmaceutical preparations
This Amendment No. 1 to Reciprocal Confidentiality Agreement (this “Amendment”) is being entered into as of September 27, 2022, between CinCor Pharma, Inc., a corporation with offices at 230 Third Avenue, 6th floor, Waltham, Massachusetts 02451 (the “Company”), and AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”), and is hereby incorporated into the Reciprocal Confidentiality Agreement between the Parties, effective as of May 10, 2021 (the “Confidentiality Agreement”). All capitalized terms used but not expressly defined in this Amendment shall have the meanings given to them in the Confidentiality Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2021 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common shares, par value CHF 0.08 per share, of ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is in accurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Pricing AgreementPricing Agreement • November 16th, 2015 • Astrazeneca PLC • Pharmaceutical preparations • New York
for any Floating Rate Interest Period (as defined below) will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread.
Pricing AgreementPricing Agreement • June 12th, 2017 • Astrazeneca PLC • Pharmaceutical preparations • New York
Indenture, dated as of April 1, 2004, between the Company and The Bank of New York Mellon, as successor Trustee to JPMorgan Chase Bank, as supplemented from time to time
AstraZeneca PLC THE ASTRAZENECA SHARE OPTION PLANAstrazeneca Share Option Plan • August 5th, 2008 • Astrazeneca PLC • Pharmaceutical preparations • England
SERVICE AGREEMENTService Agreement • March 23rd, 2006 • Astrazeneca PLC • Pharmaceutical preparations
Acquisition to access global rights to baxdrostat, a novel aldosterone synthase inhibitor in development for blood pressure loweringAcquisition Agreement • January 9th, 2023 • Astrazeneca PLC • Pharmaceutical preparations
AstraZeneca has entered into a definitive agreement to acquire CinCor Pharma, Inc. (CinCor), a US-based clinical-stage biopharmaceutical company, focused on developing novel treatments for resistant and uncontrolled hypertension as well as chronic kidney disease.
JOINT FILING AGREEMENTJoint Filing Agreement • May 1st, 2012 • Astrazeneca PLC • Pharmaceutical preparations
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D and any amendments thereto jointly on behalf of each such party.
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2021 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.001 par value per share, of Pieris Pharmaceuticals, Inc., a Nevada corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2019 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Moderna, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is in accurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Pricing AgreementPricing Agreement • March 3rd, 2023 • Astrazeneca PLC • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • June 13th, 2007 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share (including the associated preferred stock purchase rights), of MedImmune, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
AMENDMENT No. 6License Agreement • March 20th, 2014 • Astrazeneca PLC • Pharmaceutical preparations
WHEREAS, there existed differences between Shionogi and AstraZeneca on the interpretation of the definition of NET SALES under the License Agreement, and on 20 July 2012, Shionogi started ICC arbitration proceedings against AstraZeneca relating to such differences (the “Arbitration Proceedings”);
AMENDMENT No. 3Licence Agreement • September 21st, 2012 • Astrazeneca PLC • Pharmaceutical preparations
Pricing AgreementPricing Agreement • May 28th, 2021 • Astrazeneca PLC • Pharmaceutical preparations
AstraZeneca Finance LLC (the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated May 25, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes specified in Schedule II hereto, guaranteed by AstraZeneca PLC, a company organized under the laws of England (the “Company,” such guarantee, the “Guarantee” and together with the Notes, the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prosp
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2021 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Moderna, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is in accurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • November 9th, 2023 • Astrazeneca PLC • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
DEED OF INDEMNITYDeed of Indemnity • March 20th, 2014 • Astrazeneca PLC • Pharmaceutical preparations • England and Wales
LICENSE AGREEMENTLicense Agreement • September 21st, 2012 • Astrazeneca PLC • Pharmaceutical preparations
This Agreement made and entered into this 20th day of April, 1998 by and between SHIONOGI & CO., LTD., a Japanese corporation having its principal place of business at 1-8 Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan (hereinafter referred to as “SHIONOGI”) and ZENECA LIMITED, a U.K. corporation with its registered office at 15 Stanhope Gate, London, W1Y 6LN, England (hereinafter referred to as “ZENECA”)
Pricing AgreementPricing Agreement • February 26th, 2024 • Astrazeneca PLC • Pharmaceutical preparations
AMENDMENTLicense Agreement • September 21st, 2012 • Astrazeneca PLC • Pharmaceutical preparations
This AMENDMENT (hereinafter called the “AMENDMENT”) is made and entered into this 14th day of May, 2002 by and between Shionogi & Co.,Ltd., 1-8 Doshomachi 3-chome, Chuo-ku, Osaka, Japan (hereinafter called “SHIONOGI”) and AstraZeneca UK Limited, a U.K. corporation with its registered office at 15 Stanhope Gate, London, W1K 1LN, England (hereinafter referred to as “ASTRAZENECA”) concerning the LICENSE AGREEMENT dated April 20, 1998 by and between SHIONOGI and ASTRAZENECA (formerly Zeneca Limited) (hereinafter called the “AGREEMENT”).
Second AMENDMENT to MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • December 27th, 2023 • Astrazeneca PLC • Pharmaceutical preparations
This Second Amendment to Mutual Non-Disclosure Agreement (this “Amendment”) is entered into as of November 26, 2023, by and between Icosavax, Inc., a Delaware corporation (“Icosavax”), and AstraZeneca UK Limited, a company incorporated in England under No. 3674842 whose registered office is at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, England on its behalf and on behalf of its Affiliates (as defined in the Agreement) (“Company”).
Pricing AgreementPricing Agreement • August 17th, 2018 • Astrazeneca PLC • Pharmaceutical preparations • London
AstraZeneca PLC (the “Company”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated August 14, 2018, a copy of which is attached hereto as Annex A (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of
JOINT FILING AGREEMENTJoint Filing Agreement • July 27th, 2021 • Astrazeneca PLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Aridis Pharmaceuticals, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is in accurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
