As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of July 7, 1992 Amended and Restated as of August 5, 1996 Amended and Restated as of December 16, 2002Deposit Agreement • June 4th, 2007 • Vernalis PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of July 7, 1992, amended and restated as of August 5, 1996, and as amended and restated as of December 16, 2002 among BRITISH BIOTECH plc2002, and as further amended and restated as of June 4, 2007 among VERNALIS PLC, an English public limited company, and its successors (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation, as depositary hereunder and any successor as depositary hereunder (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
THE RIGHTS OF OWNERS OF RECEIPTS TO DIRECT THE VOTING OF SHARES MAY BE RESTRICTED AS DESCRIBED IN ARTICLES 16 AND 23 BELOW Exhibit A to Deposit AgreementDeposit Agreement • June 4th, 2007 • Vernalis PLC • Pharmaceutical preparations
The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that ____________________________________________________ _____________________________________, or registered assigns IS THE OWNER OF ____________________________________ AMERICAN DEPOSITARY SHARES representing deposited Ordinary Shares of 5p nominal value per share (herein called "Shares") of British Biotech plcVernalis PLC, an English public limited company (herein called the "Company"). At the date hereof, each American Depositary Share represents fortytwo (2) Shares deposited or subject to deposit under the deposit agreement at the London office of The Bank of New York, as custodian (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
