DATE: 6 DECEMBER 2019 DEED OF TERMINATION OF A RELATIONSHIP AGREEMENT DATED 14 DECEMBER 2018 Between SUMMIT THERAPEUTICS PLC ROBERT W. DUGGAN and CAIRN FINANCIAL ADVISERS LLP CMS Cameron McKenna Nabarro Olswang LLP Cannon Place London EC4N 6AF T +44...
Exhibit 4.3
DATE: 6 DECEMBER 2019
DEED OF TERMINATION OF A RELATIONSHIP AGREEMENT
DATED 14 DECEMBER 2018
Between
XXXXXX X. XXXXXX
and
CAIRN FINANCIAL ADVISERS LLP
CMS Xxxxxxx XxXxxxx Nabarro Olswang LLP
Xxxxxx Place
00 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
T x00 00 0000 0000
F x00 00 0000 0000
xxx.xxx
TABLE OF CONTENTS
| 1. |
Definitions and Interpretation | 1 | ||||
| 2. |
Condition | 1 | ||||
| 3. |
Mutual release and waiver of rights | 2 | ||||
| 4. |
Miscellaneous | 2 |
THIS DEED is made on 6 December 2019
BETWEEN:
| (1) | SUMMIT THERAPEUTICS PLC (incorporated and registered in England and Wales under registration number 05197494), the registered office of which is at 000x Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Abingdon, Xxxxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx (the “Company”); |
| (2) | XXXXXX X. XXXXXX, of 000 Xxxxx Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, United States (the “Investor”); and |
| (3) | CAIRN FINANCIAL ADVISERS LLP (incorporated and registered in England and Wales under registration number OC351689), the registered office of which is at Cheyne House, Crown Court, 00-00 Xxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx (the “Nomad”). |
RECITALS
| (A) | The Company, the Investor and the Nomad entered into a relationship agreement dated 14 December 2018, relating to the Investor’s shareholding in the Company (the “Relationship Agreement”). |
| (B) | Each of the parties has agreed to enter into this deed in order, subject to satisfaction of the Condition (as defined below), to terminate the continuing provisions of the Relationship Agreement and waive any past breaches of it. |
Operative Provisions
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | In this deed: |
| 1.1.1 | “AIM Delisting” means the proposed cancellation of the Company’s ordinary shares of £0.01 each from admission to trading on the AIM market of the LSE. |
| 1.1.2 | “LSE” means the London Stock Exchange Plc. |
| 1.1.3 | The headings and sub-headings are for convenience only and shall not affect the construction of this deed. |
| 1.1.4 | References to “the parties” or to a “party” are to parties (or a party) to this deed and include the parties’ successors. |
| 1.1.5 | Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. |
| 2. | CONDITION |
| 2.1 | The provisions of this deed shall be conditional on, and shall take effect upon, the AIM Delisting becoming effective by way of the issue by the LSE of a dealing notice (as such term is defined in the AIM Rules for Companies) (the “Condition”). |
| 2.2 | If satisfaction of the Condition has not taken place on or before 30 April 2020 this deed shall lapse and the Relationship Agreement shall continue to have full force and effect. |
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| 3. | MUTUAL RELEASE AND WAIVER OF RIGHTS |
| 3.1 | With effect from the satisfaction of the Condition, each of the parties: |
| 3.1.1 | agrees that each of the other parties shall be released from all of its continuing obligations (if any) under the Relationship Agreement, to the intent that with effect from that time the Relationship Agreement shall be terminated and be of no further force or effect; and |
| 3.1.2 | except in the case of fraud, irrevocably waives and releases all rights it presently has or which, in the absence of this deed, it might otherwise have had to bring a claim against any one or more of the other parties pursuant to, or in respect of the subject matter of, the Relationship Agreement, whether in relation to past, present or future circumstances, and regardless of whether it presently knows or could know of the grounds or legal basis for any such claim. |
| 4. | MISCELLANEOUS |
| 4.1 | This deed may be executed in counterparts and by the parties on different counterparts. Each counterpart shall constitute an original of this deed but all the counterparts shall together constitute one and the same deed. |
| 4.2 | Nothing in this deed is intended to confer on any person any right to enforce any term of this deed which that person would not have had but for the Contracts (Rights of Third Parties) Xxx 0000. |
| 4.3 | Each party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this deed. |
| 4.4 | This deed, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and each of the parties agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this deed or its subject matter |
IN WITNESS of which the parties have signed this instrument as a deed and have delivered it upon dating it.
| Executed as a deed by | ) | |||
| SUMMIT THEREPEUTICS PLC | ) | |||
| on being signed by | ) | /s/ Xxxx Xxxxxxx | ||
| /s/ Xxxx Xxxxxxx | ) | Director | ||
| in the presence of: | ) |
| Signature of witness: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Address: | ||
| Occupation: | Accountant | |
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| Signed as a deed by | ) | |||
| XXXXXX X. XXXXXX | ) | /s/ Xxxxxx X. Xxxxxx | ||
| in the presence of: | ) |
| Name of witness: | Xxxxxxxxx Xxxx | |
| Signature of witness: | /s/ Xxxxxxxxx Xxxx | |
| Address: | ||
| Occupation: | Executive Assistant | |
| Executed as a deed by | ) | |||
| CAIRN FINANCIAL ADVISERS LLP | ) | /s/ Xxxxxxx Xxxxxxxxx | ||
| acting by | ) | Member | ||
| Xxxxxxx Xxxxxxxxx | ) | |||
| and | ) | |||
| Xxxx Xxxxxx | ) | /s/ Xxxx Xxxxxx | ||
| each a member, in the presence of: | ) | Member |
| Signature of witness: | /s/ Ludovico Xxxxxxxxxxx Xxxxxxxxxx | |
| Name: | Ludovico Xxxxxxxxxxx Xxxxxxxxxx | |
| Address: | ||
| Occupation: | Executive |
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