0001047469-04-023295 Sample Contracts

CYCLACEL GROUP plc and THE BANK OF NEW YORK As Depositary and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2004
Deposit Agreement • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT dated as of , 2004 among CYCLACEL GROUP plc, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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SERVICE AGREEMENT DATED 1 July, 2004 CYCLACEL GROUP PLC and PAUL McBARRON London
Service Agreement • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations
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REGISTRATION RIGHTS AGREEMENT July, 2004 CYCLACEL GROUP PLC and THE PERSONS NAMED IN SCHEDULE 1
Registration Rights Agreement • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations • England

This Registration Rights Agreement (this Agreement) is made as of the July, 2004, between Cyclacel Group plc (registered number 5090795) whose registered office is 6-8 Underwood Street, London N1 7JQ (the Company) and the current holders of its ordinary shares (par value 1p) as set out in Schedule 1 (the Shareholders).

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Licensing Agreement • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations • England

[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED

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Patent License • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations

[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED

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REORGANISATION AND SHARE EXCHANGE AGREEMENT DATED 30th June , 2004 THE PERSONS NAMED IN SCHEDULE 1 SPIRO ROMBOTIS PAUL MCBARRON DR ROBERT JACKSON CYCLACEL GROUP LIMITED and CYCLACEL LIMITED for the sale and purchase of Cyclacel Limited, the...
Reorganisation and Share Exchange Agreement • July 14th, 2004 • Cyclacel Group PLC • Pharmaceutical preparations • England
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