Depositary Notice of ExchangeExchange Agency Agreement • April 18th, 2019
Contract Type FiledApril 18th, 2019Exchange Agency Agreement: Exchange Agency Agreement, dated as of April 23, 2019, between Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (“Mereo”) and Citibank, N.A., in its capacity as exchange agent (the “Exchange Agent”). Exchange Ratio: 0.127694 Mereo ADSs per share of OncoMed Common Stock held as of the Effective Time, which is the ADS portion of the Merger Consideration (as defined below) and one (1) Contingent Value Rights (“CVRs”) issued pursuant to the Contingent Value Rights Agreement, dated as of April 23, 2019 (the “CVR Agreement”), by and among the Company and a rights agent (the “Mereo Rights Agent”). No fractional Mereo ADSs or CVRs will be issued in connection with the Merger. Any fractional Mereo ADSs or CVRs will be rounded down to the nearest whole Mereo ADS or CVR, as applicable, with no cash being paid to compensate for such rounding. OncoMed Common Stock: Common Stock of OncoMed Pharmaceuticals, Inc. (“OncoMed”