Exhibit 4.4


 


REGISTRATION
RIGHTS AGREEMENT


 


July, 2004


 


CYCLACEL GROUP PLC


 


and


 


THE PERSONS NAMED IN SCHEDULE 1


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Registration
  Rights

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Request for Registration

  	
   

  
	
   

  	
  1.3

  	
  Company
  Registration

  	
   

  
	
   

  	
  1.4

  	
  Obligations of the
  Company

  	
   

  
	
   

  	
  1.5

  	
  Obligations of the
  Shareholders

  	
   

  
	
   

  	
  1.6

  	
  Furnish
  Information

  	
   

  
	
   

  	
  1.7

  	
  Expenses of Registration

  	
   

  
	
   

  	
  1.8

  	
  Underwriting Requirements

  	
   

  
	
   

  	
  1.9

  	
  Delay
  of Registration

  	
   

  
	
   

  	
  1.10

  	
  Indemnification

  	
   

  
	
   

  	
  1.11

  	
  Reports Under the
  Exchange Act

  	
   

  
	
   

  	
  1.12

  	
  Lock-up
  Agreement

  	
   

  
	
   

  	
  1.13

  	
  Termination of
  Registration Rights

  	
   

  
	
  2.

  	
  Other

  	
   

  
	
   

  	
  2.1

  	
  Several
  Liability

  	
   

  
	
   

  	
  2.2

  	
  Successors and Assigns

  	
   

  
	
   

  	
  2.3

  	
  Amendments and Waivers

  	
   

  
	
   

  	
  2.4

  	
  Notices

  	
   

  
	
   

  	
  2.5

  	
  Severability

  	
   

  
	
   

  	
  2.6

  	
  Counterparts

  	
   

  
	
   

  	
  2.7

  	
  Exclusion of Third
  Party Rights

  	
   

  
	
   

  	
  2.8

  	
  Whole
  Agreement

  	
   

  
	
   

  	
  2.9

  	
  Governing Law

  	
   

  
	
   

  	
  2.10

  	
  Titles
  and Subtitles

  	
   

  



 


2

















 


 


CYCLACEL GROUP PLC


 


REGISTRATION RIGHTS AGREEMENT


 


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).


 


RECITALS


 


WHEREAS, the Company proposes to offer ordinary shares
in the form of shares or American Depositary Receipts in connection with an
initial public offering (the IPO);


 


WHEREAS, it is anticipated that the shares offered in
the IPO will be admitted to the Official List of the London Stock Exchange plc
and approved for quotation on the Nasdaq National Market (each a Listing);


 


WHEREAS, prior to the reorganisation (the Reorganisation) of the Company in
connection with the IPO, the Company’s then-effective articles of association
(the Pre-Reorganisation Articles of
Association) required the Company upon a Listing to enter into a
registration rights agreement to provide Shareholders with certain rights to
register ordinary shares of the Company for sale by way of a public offering in
the United States; and


 


WHEREAS, the parties to this Agreement intend to
replace the registration rights granted under the Pre-Reorganisation Articles
of Association with the provisions contained herein;


 


NOW, THEREFORE, in consideration of
the mutual promises, representations, warranties, covenants and conditions set
forth in this Agreement, the parties hereto agree as follows:


 


1.                                      REGISTRATION RIGHTS


 


The
Company and the Shareholders covenant and agree as follows:


 


1.1                               Definitions


 


For
purposes of this Section 1:


 


(a)                                  the term affiliate has the meaning set forth in Rule
501(b) under the United States Securities Act of 1933, as amended (the Securities Act);


 


(b)                                 the term Exchange Act means United States Securities
Exchange Act of 1934, as amended;


 


(c)                                  the terms Form F-1, Form
F-2 and Form F-3 mean
such forms under the Securities Act as in effect on the date hereof or any
successor form under the Securities Act;


 


(d)                                 the terms register, registered,
and registration refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document;


 


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(e)                                  the term Registrable Securities means (i) the
ordinary shares of the Company held by the Shareholders immediately following
completion of the Reorganisation and (ii) any other ordinary shares of the
Company issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, the shares listed in
(i) and (ii); provided, however, that the foregoing definition shall
exclude in all cases any Registrable Securities sold by a Shareholder (other
than a sale to an affiliate in a transaction in which the Shareholder’s rights
and obligations under this Agreement have been assigned to such affiliate).


 


Notwithstanding
the foregoing, ordinary shares or other securities shall only be treated as
Registrable Securities if and so long as they have not been (i) registered
under the Securities Act, the registration statement with respect to the sale
of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of pursuant to such effective
registration statement, (ii) sold or issued in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(l) thereof (or any similar exemption) or (iii) otherwise
transferred under circumstances such that subsequent disposition of such
securities shall not require registration or qualification of such securities
under the Securities Act;


 


(f)                                    the term SEC means the United States Securities and
Exchange Commission.


 


1.2                               Request
for Registration


 


(a)                                  If the
Company shall receive at any time after the earlier of (i) the admission to
trading of the Company’s ordinary shares on any public securities market
(including a Listing) and (ii) November 19, 2006, a written request from
the Shareholders making such request that the Company file a registration
statement (other than a registration statement pursuant to Rule 415) under the
Securities Act covering the registration of Registrable Securities representing
at least 20% in nominal value of the ordinary shares of the Company then
outstanding  (an Initial  Request),
then the Company shall, subject to the terms and conditions of this Agreement,
give written notice within fourteen (14) days of receipt of an Initial Request
to all other Shareholders that such an Initial Request has been received.  Each such other Shareholder may request, by
delivery of written request (all such requests together with the Initial
Request, the Requests and each a Request) to the Company, that the Company
also register the number of such Shareholder’s Registrable Securities specified
in such notice, provided that the Company receives such Request within fourteen
(14) days of the mailing of such notice by the Company.  Any Shareholder making a Request (a Requesting Shareholder) shall specify (i)
the number of Registrable Securities to be registered, (ii) such Requesting
Shareholder’s plan of distribution, including the jurisdictions in which the
Registrable Securities are expected to be offered and (iii) whether the
Registrable Securities shall be part of an underwritten offering.  Subject to the terms and conditions of this
Agreement, including the terms described in this subsection 1.2(a) and the
limitations of subsections 1.2(b)-(e), the Company shall employ in good faith
all reasonable efforts to effect as soon as practicable, and in any event
within two hundred ten (210) days of the receipt of the Initial Request, the
registration under the Securities Act of only those Registrable Securities
covered by the Requests.


 


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(b)                                 If
marketing factors require a limitation of the number of shares to be
registered, then the number of Registrable Securities to be registered shall be
reduced pro rata among the Requesting Shareholders. If the Requesting
Shareholders making the Initial Request intend to distribute the Registrable
Securities covered by the Requests by means of an underwritten offering, the
managing underwriter shall be selected by the Company and shall be reasonably
acceptable to the Requesting Shareholders participating in such underwritten
offering holding a majority in nominal value of Registrable Securities to be
registered (a Majority Interest); provided, that, after notice of such
selection is provided by the Company to the Requesting Shareholders
participating in such underwritten offering, such selected managing underwriter
shall be deemed to have been accepted by such Requesting Shareholders unless
such Requesting Shareholders holding a Majority Interest, within fourteen (14)
days after the Company has given such notice, have notified the Company in
writing of their objection to the selection of such managing underwriter.


 


(c)                                  The
Shareholders shall be entitled to a total of two (2) F-2 or F-3 demand
registrations (or other short-form registrations) per year if the Company
qualifies for the use thereof.


 


(d)                                 Notwithstanding
the foregoing, if the Company shall furnish to the Requesting Shareholders a
certificate signed by the Chairman of the board of directors of the Company
stating that in the good faith judgement of the board of directors, it would be
materially adverse to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer such filing
for a period of not more than ninety (90) days from the date on which the
Company delivers such certificate; provided,
however, that the Company may not
utilise this right more than once in any twelve-month period.  The Shareholders hereby acknowledge that any
notice given by the Company pursuant to this Section 1.2 shall constitute
material non-public information and that the U.S. securities laws prohibit any
person who has material non-public information about a company from purchasing
or selling securities of such company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.


 


(e)                                  In
addition, the Company shall not be obligated to effect, or to take any action
to effect, any registration pursuant to this Section 1.2:


 


(i)                                     after the
Company has effected two (2) registrations (excluding any short form
registration requested pursuant to 1.2(c)) pursuant to this Section 1.2
and such registrations have been declared or ordered effective;


 


(ii)                                  during the
period starting with the date ninety (90) days prior to the Company’s good
faith estimate of the date of filing of, and ending on a date one hundred
eighty (180) days after the effective date of, a registration subject to
Section 1.3 hereof; provided that the Company is actively employing in
good faith all reasonable efforts to cause such registration statement to
become effective; or


 


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(iii)                               if the
Requesting Shareholders propose to dispose of Registrable Securities that may
be, at the time of such proposal, registered pursuant to a request made
pursuant to Section 1.3 below.


 


1.3                               Company
Registration


 


If
(but without any obligation to do so) the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Requesting Shareholders) any of its ordinary shares
under the Securities Act in connection with the public offering of such
securities solely for cash (other than (i) the IPO, (ii) a registration
relating solely to the sale of securities to participants in a employee benefit
plan approved by the board of directors of the Company, (iii) a transaction
covered by Rule 145 under the Securities Act approved by the board of directors
of the Company, (iv) a registration in which the only securities being
registered are ordinary shares of the Company issuable upon conversion of debt
securities which are also being registered or (v) any registration on any form
which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of the Registrable
Securities), the Company shall, at such time, promptly give the Shareholders
written notice of such registration.  Upon
the written request of any Shareholder given within fourteen (14) days after
mailing of such notice by the Company in accordance with Section 2.3, the
Company shall, subject to the provisions of Section 1.7, cause to be
registered under the Securities Act all of the Registrable Securities that such
Shareholder has requested to be registered; provided,
that (i) such request shall specify the number of Registrable Securities to be
registered and, in the case of an underwritten offering, contain a statement
that such Shareholder agrees to the Company’s selection of managing underwriter
and (ii) the Company will have first priority to issue ordinary shares on
Company-initiated registrations and, in the case of an underwritten offering,
if the managing underwriter advises the Company in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Company shall so advise the Shareholders, and the number of Registrable
Securities to be included by the Shareholders in such underwriting shall be
reduced pro rata among the participating Shareholders. The Company has the
right to withdraw any offering prior to the effective date thereof without
liability to a Shareholder.  If,
following delivery of notice by the Company pursuant to this Section 1.3,
any of the Shareholders decide not to include any or all of their Registrable
Securities in any registration statement filed by the Company, such
Shareholders shall nevertheless continue to have the right to include any
Registrable Securities in any subsequent registration statement or statements
as may be filed by the Company with respect to offerings of their securities,
all upon the terms and conditions set forth herein.


 


1.4                               Obligations
of the Company


 


Whenever
required under this Section 1 to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:


 


(a)                                  prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and employ in good faith all reasonable efforts to cause such
registration statement to become effective, and, upon the request of any of the
Shareholders, keep such registration statement effective for up to one hundred
twenty (120) days, or such shorter time as may be needed to complete the
distribution of such Registrable Securities. 
The Company shall not be required to file, cause to become effective or
maintain the effectiveness of any registration statement that contemplates a


 


6

















 


distribution
of securities on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act;


 


(b)                                 prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement for up to one hundred twenty (120) days, or such shorter
time as may be needed to complete the distribution of such Registrable
Securities;


 


(c)                                  furnish to
the Shareholders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by the Shareholders;


 


(d)                                 employ in
good faith all reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the
Shareholders, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions in which the Company is not already qualified
to do business or subject to service of process;


 


(e)                                  in the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the underwriter or underwriters of such offering;


 


(f)                                    notify the
Shareholders at any time when a prospectus relating thereto is required to be
delivered under the Securities Act upon the occurrence of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, such
obligation to continue for one hundred twenty (120) days after the occurrence
of any such event;


 


(g)                                 cause all
such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or over-the-counter market on which similar securities
issued by the Company are then listed, to the extent that such Registrable
Securities are not so listed;


 


(h)                                 provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP and ISIN number for all such Registrable Securities, in
each case not later than the effective date of such registration;


 


(i)                                     employ in
good faith all reasonable efforts to furnish, at the request of the Shareholders
pursuant to this Section 1, on the date that such Registrable Securities
are delivered to the underwriters for sale in connection with a registration
pursuant to this Section 1, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters,
on the date that the registration statement with respect to such securities
becomes effective, (i) such opinions, dated such date, of the counsel
representing the Company for the purposes of such


 


7

















 


registration, in form and substance as are
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and (ii) such comfort letters dated such date,
from the independent certified public accountants of the Company, in form and
substance as are customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the
underwriters, if any.


 


1.5                               Obligations
of the Shareholders


 


In
connection with the Company’s registration obligations hereunder, each
Shareholder:


 


(a)                                  Covenants
and agrees that it will not sell any Registrable Securities pursuant to a
registration statement until it has received copies of such registration
statement as then amended or supplemented and such registration statement and
any post-effective amendments thereto have become effective.


 


(b)                                 Covenants
and agrees that it and its officers, directors and affiliates will comply with
the prospectus delivery requirements of the Securities Act as applicable to
them in connection with sales of Registrable Securities pursuant to a
registration statement.


 


(c)                                  Agrees
that upon receipt of a notice from the Company of the occurrence of any event
of the kind described in Section 1.4(f), such Shareholder will forthright
discontinue disposition of Registrable Securities under a registration
statement until such Shareholder has received copies of the amendments or
supplements thereto and has been advised in writing by the Company that the use
of the applicable registration statement may be resumed.


 


1.6                               Furnish
Information


 


It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Section 1 that the Shareholders shall furnish to
the Company such information regarding themselves, the Registrable Securities
held by them, and the intended method of disposition of such securities as
shall be required to effect the registration of the Shareholders’ Registrable
Securities.  The Company shall have no
obligation to take any action pursuant to Section 1.2 of this Agreement
if, as a result of the application of the preceding sentence, the number of
shares or the anticipated aggregate offering price of the Registrable
Securities to be included in the registration does not equal or exceed the
number of shares or the anticipated aggregate offering price required to
originally trigger the Company’s obligation to initiate such registration as
specified in subsection 1.2(a).


 


1.7                               Expenses
of Registration


 


(a)                                  Demand Registration.  All
reasonable expenses other than underwriting fees, discounts and commissions
incurred in connection with registrations, filings or qualifications of
Registrable Securities pursuant to Section 1.2, including (without
limitation) all registration, filing and qualification fees, printers’ and
accounting fees, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel (appointed by Requesting
Shareholders holding a Majority Interest and reasonably acceptable to the
Company) for the Requesting Shareholders shall, to the extent lawful, be borne
by the Company.  Notwithstanding the
above, if a demand registration is not declared or ordered effective due to the


 


8

















 


action or inaction of any Shareholder or
Shareholders, then such Shareholder or Shareholders shall bear all expenses
incurred in connection with such demand registration.


 


(b)                                 Company Registration.  All
reasonable expenses other than underwriting fees,  discounts and commissions incurred in connection with any
registration, filing or qualification of Registrable Securities pursuant to
Section 1.3, including (without limitation) all registration, filing, and
qualification fees, printers’ and accounting fees, fees and disbursements of
counsel for the Company and the reasonable fees and disbursements of one
counsel (appointed by majority of the participating Shareholders holding a
Majority Interest) for the participating Shareholders shall, to the extent
lawful, be borne by the Company. 
Notwithstanding the above, if a Company-initiated registration is not
declared or ordered effective due to the action or inaction of any participating
Shareholder or Shareholders, then such participating Shareholder or
Shareholders shall bear all expenses incurred in connection with such
registration.


 


1.8                               Underwriting
Requirements


 


In
connection with any offering involving an underwriting of the Company’s
ordinary shares, the Company shall not be required to include any Registrable
Securities of a Shareholder in such underwriting unless such Shareholder
accepts the usual and customary terms of the underwriting as agreed upon
between the Company and the underwriter or underwriters selected by the
Company, and then only in such quantity as such underwriter or underwriters
determine(s) in its or their sole discretion will not jeopardise the success of
the offering by the Company.


 


1.9                               Delay
of Registration


 


No
Shareholder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any registration by the Company as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 1.


 


1.10                        Indemnification


 


In
the event any Registrable Securities are included in a registration statement
under this Section 1:


 


(a)                                  to the
extent permitted by law, the Company will indemnify and hold harmless each
Shareholder and each affiliate of such Shareholder against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (each, a Violation):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading; and the Company will pay to each Shareholder and each of its
affiliates, as incurred, any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such


 


9

















 


loss,
claim, damage, liability or action; provided,
however, that the indemnity
agreement contained in this subsection 1.10(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable to any
Shareholder or any of its affiliates for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished for use in connection with such registration by or on
behalf of any Shareholder or any of its affiliates, nor shall the Company be
liable to any Shareholder who participates in the offering or sale of
Registrable Securities or to any of its affiliates, in any such case to the
extent that any such loss, claim, damage, liability or action arises out of
such person’s failure to send or give a copy of the final prospectus, as the
same may be then supplemented or amended, to the person asserting the existence
of a Violation on or before the written confirmation of the sale of Registrable
Securities to such person if such statement or omission was corrected in the
final prospectus, unless such failure to send or give a copy of such final
prospectus was a result of the Company’s failure to provide such Shareholder
with such a final prospectus;


 


(b)                                 to the
extent permitted by law, each Shareholder will severally and not jointly
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, any other Shareholder
selling securities in such registration statement and any affiliate of the
Company or any such other Shareholder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by or on behalf of such
Shareholder for use in connection with such registration; and such Shareholder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person indemnified pursuant to this subsection 1.10(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action; provided, however,
that the liability of each Shareholder under this subsection 1.10(b) shall not
exceed an amount equal to the proceeds of the sale of the relevant Registrable
Securities by such Shareholder net of underwriting fees, discounts and
commissions incurred in connection with such registration, filing or
qualification of the relevant Registrable Securities; and provided further, that the indemnity
agreement contained in this subsection 1.10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Shareholder, which consent
shall not be unreasonably withheld.


 


(c)                                  promptly
after receipt by an indemnified party under this Section 1.10 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1.10, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defence thereof with counsel reasonably satisfactory to the
indemnified party; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing


 


10

















 


interests between such indemnified party and
any other party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnifying party under this
Section 1.10, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.10;


 


(d)                                 notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control;


 


(e)                                  the
obligations of the Company and the Shareholders under this Section 1.10
shall survive the completion of any offering of Registrable Securities in a
registration statement and the termination of this Agreement.  The provisions of this Section 1.10
shall only apply in the case of a sale of Registrable Securities pursuant to a
registration statement under Section 1 of this Agreement and not to any
sale exempt from the registration requirements of Section 5 of the
Securities Act.


 


1.11                        Reports
Under the Exchange Act


 


With
a view to making available to the Shareholders the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit the Shareholders to sell securities of the
Company to the public without registration or pursuant to a registration on
Forms F-1, F-2 or F-3 the Company agrees to:


 


(a)                                  make and
keep public information available, as those terms are understood and defined in
Rule 144 under the Securities Act, at all times after one hundred twenty (120)
days after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public so long as the
Company remains subject to the periodic reporting requirements under Sections
13 or 15(d) of the Exchange Act;


 


(b)                                 file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and


 


(c)                                  furnish to
the Shareholders, so long as the Shareholders own any Registrable Securities,
forthwith upon written request a written statement by the Company that in its
reasonable belief it has complied with the current public information reporting
requirements of Rule 144 under the Securities Act (at any time after one
hundred twenty (120) days after the effective date of the first registration
statement filed by the Company).


 


1.12                        Lock-up Agreement


 


The
Shareholders hereby agree that they will execute an agreement in the form
attached to this Agreement (“Lock-up
Agreement”) as Schedule 2 hereto.  The rights of the Shareholders under this agreement shall at all
times be subject to the terms of the lock-up agreement executed by each of them
pursuant to this clause.


 


11

















 


1.13                        Termination
of Registration Rights


 


A
Shareholder shall not be entitled to exercise any right provided for in this
Section 1 after such time all of such Shareholder’s Registrable Securities
have been (a) registered under the Securities Act, the registration statement
with respect to the sale of such Registrable Securities shall have become
effective under the Securities Act and such Registrable Securities shall have
been disposed of pursuant to such effective registration statement, (b) sold or
issued in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act under Section 4(l) thereof (or any
similar exemption) or (c) otherwise transferred under circumstances such that
subsequent disposition of such securities shall not require registration or
qualification of such securities under the Securities Act. Notwithstanding the
foregoing sentence, such Shareholder shall nevertheless be subject to the
obligations of Section 1.12 above


 


2.                                      OTHER


 


2.1                               Several Liability


 


The
rights and obligations of the Shareholders are several and, accordingly for the
avoidance of doubt, no Shareholder shall be liable for the default of any other
Shareholder.


 


2.2                               Successors
and Assigns


 


Except
as otherwise provided in this Agreement, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties (including transferees of any
of the ordinary shares issued upon conversion thereof).  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


2.3                               Amendments
and Waivers


 


Any
variation of this Agreement shall not be binding on the parties unless set out
in writing, expressed to vary this Agreement, and signed by authorised
representatives of the Company and the Shareholders.


 


A
waiver of any term of this agreement shall not be binding on the parties unless
set out in writing, expressed to waive a specific term of this Agreement, and
signed by authorised representatives of the Company and the Shareholders. A
waiver by one of the parties of any of the provisions of this Agreement or of
any breach of or default by the other party in performing any of those
provisions shall not constitute a continuing waiver and that waiver shall not
prevent the waiving party from subsequently enforcing any of the provisions of
this Agreement not waived or from acting on any subsequent breach of or default
by the other party under any of the provisions of this deed.


 


No
consent of any underwriter (as referred to in section 1.9 above) is
necessary for any variation (including any release or compromise in whole or in
part of any liability) or waiver or termination of this agreement or any part
of it.


 


12

















 


2.4                               Notices


 


Unless
otherwise provided, any notice required or permitted by this Agreement shall be
in writing (which, for the purposes of this clause, includes facsimile but not
electronic mail) and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by telegram or facsimile, or
forty-eight (48) hours after being deposited in the Royal Mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be
notified at such party’s address or fax number as set forth below or as
subsequently modified by written notice.


 


If to the Shareholders:


 


The addresses and fax number as set out against
the name of each Shareholder in Schedule 1.


 


If to the Company:


 


Cyclacel Group plc


Dundee Technopole


James Lindsay Place


Dundee DD1 5JJ


United Kingdom


 


Attention: 
Secretary


Facsimile: 
+44.1382.206.067


 


2.5                               Severability


 


If
one or more provisions of this Agreement are held to be invalid, illegal or
unenforceable in whole or in part under any enactment or rule of law, the
parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a)
such provision shall be excluded from this Agreement, (b) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of this Agreement shall be enforceable in accordance with its terms.


 


2.6                               Counterparts


 


This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


2.7                               Exclusion
of Third Party Rights


 


Except
as expressly stated in this Agreement, a person who is not a party to this
Agreement may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999.


 


2.8                               Whole Agreement


 


This
Agreement and the documents referred to in it contains the whole agreement
between the parties relating to the transactions contemplated by this agreement
and supersedes all previous agreements between the parties relating to these
transactions. Each of the parties acknowledges that in agreeing to enter into
this Agreement it has not relied on any


 


13

















 


representation,
warranty or other assurance except any which are expressly set out in this
Agreement


 


In
entering into this Agreement no party may rely on any representation, warranty,
collateral contract or other assurance (except any which are expressly set out
in this Agreement) made by or on behalf of any other party before the signature
of this Agreement and each of the parties waives all rights and remedies which,
but for this clause, might otherwise be available to him in respect of any such
representation, warranty, collateral contract or other assurance; provided that
nothing in this clause shall limit or exclude any liability for fraud.


 


2.9                               Governing Law


 


This
agreement shall be governed by and construed in accordance with English law.
The English courts have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement and the parties submit to the
exclusive jurisdiction of the English courts. 
The Shareholders (excluding those whose registered office or principle
residence is in the United Kingdom) shall within 10 business days appoint an
agent in England for service of process and shall not notify the Company of the
full details of such agent within 5 business days of their appointment. Each
party waives any objection to the English courts having jurisdiction to settle
any disputes arising out of or in connection with this agreement on grounds
that they are an inconvenient or inappropriate forum to settle any dispute.
Each party waives any right it may have to a jury trial of any claim or cause
of action in connection with this agreement. This Agreement may be filed as a
written consent to trial by court.


 


2.10                        Titles
and Subtitles


 


The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.


 


The
parties have executed this Registration Rights Agreement as of the date first
above written.


 


14

















 


SCHEDULE 1


 


SHAREHOLDERS


 


	
   

  	
   

  	
  Name and address of
  Shareholder

  
	
  1.

  	
   

  	
  Dr
  Allan Balmain, Comprehensive Cancer Centre, University of California, San
  Francisco, 2340 Sutter Street S227, Box 0128, San Francisco, CA 94143, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +1
  415 502 6779

  Email:  abalmain@cc.ucsf.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  BankInvest
  Biomedical Venture III, Sundkrogsgade 7, P.O. Box 2672, DK-2100, Copenhagen,
  Denmark

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:
  +45 33 41 9035

  Email:  chs@bankinvest.dk

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The
  Bank of New York (Nominees) Limited. Beneficial owner: Finsbury Life Sciences
  Investment Trust, One Canada Square, London E14 4AL, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  964 6030

  Email:  tracey.lago@closefinsbury.co.uk

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Michael
  Le Barbera, 185 Park Street, Montclaer NJ07042, USA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Biomedical
  Sciences Investment Fund Pte Limited, EDB Investment Fund Pte Limited, 250
  North Bridge Road, #27-04 Raffles City Tower, Singapore 179101

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:  juilim@edb.gov.sg

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Cancer
  Research Technology Limited, Sardinia House, Sardinia Street, London WC2A
  3NL, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:
  0207 269 3641

  E-mail: hkumar@cancertechnology.co.uk

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Carnegie
  Fund II, Biotech bridge sub-fund, Vastra Tradgardsgatan 15, SE-103 38
  Stockholm, Stockholm, Sweden

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +46
  8 58 86 92 08

  Email:  ulftos@carnegie.se

  



 


15

















 


	
  8.

  	
   

  	
  Chancellor
  V, L.P.  (acting by its general
  partner IPC Direct Associates V LLC and by its managing member INVESCO
  Private Capital Inc),  1166 Avenue of
  the Americas, New York, NY 10036, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +1
  212 278 9821

  Email: parag_saxena@invesco.com;

  ben_gruder@invesco.com

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Chancellor
  V-A, L.P.  (acting by its general
  partner IPC Direct Associates V LLC and by its managing member INVESCO
  Private Capital Inc), 1166 Avenue of the Americas, New York, NY 10036, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +1
  212 278 9821

  Email: parag_saxena@invesco.com;

  ben_gruder@invesco.com

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Citiventure
  2000 L.P (acting by its general partner IPC Direct Associates V LLC and by
  its managing member INVESCO Private Capital Inc), 1166 Avenue of the
  Americas, New York, NY 10036, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +1
  212 278 9821

  Email: parag_saxena@invesco.com;

  ben_gruder@invesco.com

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Dresdner
  Kleinwort Wasserstein Limited, Riverbank House, 2 Swan Lane, London EC4R 3UX,
  U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:    Company
  Secretary (copied to Elaine Robertson)

  Fax:     +44 20 74757250

  Email:  elaine.robertson@drkw.com

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  The
  Equitable Life Assurance Society, c/o Paul Howell, Insight Investment
  Management, 33 Old Broad Street, London EC2N 1HZ, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: paul.howell@insightinvestment.com

  rhonda.ryan@insightinvestment.com

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Professor
  Sir Christopher Evans, c/o Merlin Biosciences Limited, 33 King Street, St
  James’s, London SW1Y 6RJ, U.K.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Dr
  Robin Fahraeus, 9 Rue Toussaint Feron, 75013 Paris, France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: robinfahraeus@yahoo.co.uk

  



 


16

















 


	
  15.

  	
   

  	
  GeneChem
  Therapeutics Venture Fund L.P, Genechem Management Inc, 1001 Maisonneuve
  Boulevard West, Suite 920, Montreal QUE H3A 3C8, Canada

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +1
  514 849 5191

  Email:  ines@genechem.com

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Dr
  Athos Gianella-Borradori M.D., c/o Cyclacel Limited, Dundee Technopole, James
  Lindsay Place, Dundee DD1 5JJ, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: agianellaborradori@cyclacel.com

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Highland
  and Universal Investments Limited, c/o Ramsay Gillies, Highland and Universal,
  Unit B9, Highland House, St. Catherines Road, Perth PH1 5RY, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01738
  636662

  Email:  hu-office@lineone.net

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Highland
  and Universal Securities Limited, c/o Ramsay Gillies, Highland and Universal,
  Unit B9, Highland House, St. Catherines Road, Perth PH1 5RY, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01738
  636662

  Email:  hu-office@lineone.net

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  International
  Life Science Partners LP, 15 East North Street, City of Dover, County of
  Kent, State of Delaware 19901, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  681 9129

  Email: daniel.green@hbmpartners.com

  justin.duckworth@hbmpartners.com

  
	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Investment
  Enterprise Partnership “NIF 21-ONE(1)”, 1-2-1, Kyobashi, Chuo-ku, Tokyo,
  104-0031, Japan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     81-3-5210-1518

  Email:  takeda@nif.co.jp;

  yoshinaga@nif.co.jp

  
	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Dr
  Eberhard Krausz, Neukircher Strasse 5, D-01324 Dresden, Germany 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     00
  44 351 210 2000

  Email:  Krausz@mpi.cbg.de

  
	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Professor
  Sir David Lane, c/o Cyclacel Limited, Dundee Technopole, James Lindsay Place,
  Dundee DD1 5JJ, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01382
  206067

  Email:  dlane@cyclacel.com

  



 


17

















 


	
  23.

  	
   

  	
  LDC
  Co-Investment Plan 2001 “A”, 45 Old Bond Street, London W15 4QT, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  647 2000

  Email:  slicudi@ldc.co.uk

  
	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  LDC
  Co-Investment Plan 2001 “B”, 45 Old Bond Street, London W15 4QT, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  647 2000

  Email:  slicudi@ldc.co.uk

  
	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Lloyds
  TSB Development Capital Ltd, 45 Old Bond Street, London W15 4QT, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  647 2000

  Email:  rmacarthur@ldc.co.uk

  
	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Dr
  Howard Marriage, c/o Cyclacel Limited, Dundee Technopole, James Lindsay
  Place, Dundee DD1 5JJ, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01382
  330782

  Email: hmarriage@cyclacel.com

  
	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Merifin
  Capital N.V, c/o Finabel SA, 254 Route de Lausanne, CH-1292 Geneva -
  Chambesy, Switzerland.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +
  32 2 646 3036; + 41 22 770 0089

  Email: martinedemeyer@merifin.com;

  guillaumederham@merifin.com;

  rhamcurzon@merifin.com;

  coenteulings@merifin.com

  
	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Merlin
  Equity Limited, 33 King Street, St James’s, London SW1Y 6RJ

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0207
  811 4001

  Email:  mdocherty@merlin-biosciences.com

  
	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  Merlin
  General Partner II Limited (as general partner of the Merlin Biosciences Fund
  L.P.), La Motte Chambers, La Motte Street, St. Helier, Jersey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01534
  602433

  Email:  denzil.boschat@abacusglobal.com

  
	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  Merlin
  General Partner II Limited (as managing partner of the Merlin Biosciences
  Fund GBR), La Motte Chambers, La Motte Street, St. Helier,  Jersey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01534
  602433

  Email: denzil.boschat@abacusglobal.com

  



 


18

















 


	
  31.

  	
   

  	
  Merlin
  General Partner Limited (as general partner of the Merlin Fund L.P.), La
  Motte Chambers, La Motte Street, St. Helier, Jersey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:      01534
  602433

  Email: denzil.boschat@abacusglobal.com

  
	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  NIF
  Ventures Co Limited, 1-2-1, Kyobashi, Chuo-ku, Tokyo, 104-0031, Japan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     81-3-5210-1518

  Email:  takeda@nif.co.jp;

  yoshinaga@nif.co.jp

  
	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  Noble
  Grossart Investments Ltd, 48 Queen Street, Edinburgh EH2 3NR, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     0131
  226 3332

  Email: john.waddell@noblegrossart.co.uk

  
	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  Northern
  Investors Company PLC, Northumberland House, Princess Square, Newcastle upon
  Tyne NE1 8ER, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 0191
  244 6001

  E-mail: chris.mellor@nvm.co.uk

  
	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Northern
  Venture Trust PLC, Northumberland House, Princess Square, Newcastle upon Tyne
  NE1 8ER, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 0191
  244 6001

  E-mail: chris.mellor@nvm.co.uk

  
	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Quest
  for Growth, Lei 19, Box 2, B-3000, Leuven, Belgium

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: quest@questforgrowth.com

  
	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  Quester
  Capital Management Ltd (acting as manager for and on behalf of Quester VCT 3
  plc), 29 Queen Anne’s Gate, London SW1H 9BU, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:iain.wilcock@questor.co.uk

  
	
  38.

  	
   

  	
  Quester
  Capital Management Ltd (acting as manager for and on behalf of Quester VCT 4
  plc), 29 Queen Anne’s Gate, London SW1H 9BU, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:iain.wilcock@questor.co.uk

  



 


19

















 


	
  39.

  	
   

  	
  Quester
  Capital Management Ltd (acting as manager for and on behalf of Quester VCT 5
  plc), 29 Queen Anne’s Gate, London SW1H 9BU, U.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:iain.wilcock@questor.co.uk

  
	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  Rombotis
  Family Trust, Kissack Court, 29 Parliament Street, Ramsey, Isle of Man IM8
  1AT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     01382
  206067

  Email: srombotis@cyclacel.com

  
	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  Scottish
  Equity Partnership, c/o Scottish Equity Partners Limited, 17 Blythswood
  Square, Glasgow G2 4AD, Scotland  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:  brian.kerr@sepl.co.uk

  
	
   

  	
   

  	
   

  
	
  42.

  	
   

  	
  SEP
  II, c/o Scottish Equity Partners Limited, 17 Blythswood Square, Glasgow G2
  4AD, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:  brian.kerr@sepl.co.uk

  
	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  SEP
  II B, c/o Scottish Equity Partners Limited, 17 Blythswood Square, Glasgow G2
  4AD, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:  brian.kerr@sepl.co.uk

  
	
   

  	
   

  	
   

  
	
  44.

  	
   

  	
  SOGE
  Innovation 5, 2 Place de la Couple, 92078 Paris, La Defense, France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:
  +33 156 37 8647

  Email: midori.yokoyama@sgam.com

  
	
   

  	
   

  	
   

  
	
  45.

  	
   

  	
  SOGE
  Innovation 6, 2 Place de la Couple, 92078 Paris, La Defense, France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +33
  156 37 8647

  Email: midori.yokoyama@sgam.com

  
	
   

  	
   

  	
   

  
	
  46.

  	
   

  	
  SOGE
  Innovation 7, 2 Place de la Couple, 92078 Paris, La Defense, France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +33
  156 37 8647

  Email: midori.yokoyama@sgam.com

  
	
   

  	
   

  	
   

  
	
  47.

  	
   

  	
  D
  C Thomson & Company Limited, 22 Meadowside, Dundee DD1 1LN, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email:  chwt@dcthomson.co.uk

  



 


20

















 


	
  48.

  	
   

  	
  University
  of Dundee, Perth Road, Dundee DD1 4HN, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: sbrymer@thomtonsws.co.uk

  
	
   

  	
   

  	
   

  
	
  49.

  	
   

  	
  The
  University Court of the University of Edinburgh, Technology Transfer Centre,
  1-7 Roxborough Street, Edinburgh EH8 9TA, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: derek.waddell@ed.ac.uk

  
	
   

  	
   

  	
   

  
	
  50.

  	
   

  	
  The
  University Court of the University of Glasgow, 2 The Square, University
  Avenue, Glasgow G12 8QQ, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: kcullen@enterprise.gla.ac.uk

  
	
   

  	
   

  	
   

  
	
  51.

  	
   

  	
  UOB
  Venture Technology Investments Ltd, 80 Raffles Place, #30-20 UOB Plaza 2,
  Singapore 048624

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:     +65
  6538 2569

  Email:  jeanthoh@uobvm.com.sg

  
	
   

  	
   

  	
   

  
	
  52.

  	
   

  	
  Venture
  Capital Investment Limited Partnership NIF Japan - USA – Europe Bridge Fund,
  1-2-1, Kyobashi, Chuo-ku, Tokyo, 104-0031, Japan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:    81-3-5210-1518

  Email: takeda@nif.co.jp;

  yoshinaga@nif.co.jp

  
	
   

  	
   

  	
   

  
	
  53.

  	
   

  	
  V-Sciences
  Investments Pte Ltd, 60B Orchard Road, #06-18 Tower 12, The Atrium@Orchard,
  Singapore 238891

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email: dawnchan@temasek.com.sg

  
	
   

  	
   

  	
   

  
	
  54.

  	
   

  	
  Nikolai
  Zhelev, 28 West Acres Drive, Newport-on-Tay, Fife DD6 8NR, Scotland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  Email

  



 


21

















 


SCHEDULE 2


 


FORM OF LOCK-UP AGREEMENT


 


22

















 


Signatories


 


	
  Signed
  by

  	
   

  	
  )

  
	
  Cyclacel
  Group plc

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Dr Allan Balmain

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  BankInvest
  Biomedical Venture III

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Bank
  of New York (Nominees) Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Michael Le Barbera

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Biomedical
  Sciences Investment Fund Pte Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Cancer
  Research Technology Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Carnegie
  Fund II, Biotech bridge sub-fund

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Chancellor
  V, L.P.  (acting by its general
  partner IPC

  	
   

  	
  )

  
	
  Direct
  Associates V LLC and by its managing member

  	
   

  	
  )

  
	
  INVESCO
  Private Capital Inc)

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Chancellor
  V-A, L.P.  (acting by its general
  partner IPC

  	
   

  	
  )

  
	
  Direct
  Associates V LLC and by its managing member

  	
   

  	
  )

  
	
  INVESCO
  Private Capital Inc)

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Citiventure
  2000 L.P (acting by its general partner IPC

  	
   

  	
  )

  
	
  Direct
  Associates V LLC and by its managing member

  	
   

  	
  )

  
	
  INVESCO
  Private Capital Inc)

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Dresdner
  Kleinwort Wasserstein Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  



 


23

















 


	
  Signed
  by

  	
   

  	
  )

  
	
  The
  Equitable Life Assurance Society

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  by Professor Sir Christopher Evans

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Dr Robin Fahraeus

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  GeneChem
  Therapeutics Venture Fund L.P

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Dr Athos Gianella-Borradori M.D.

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Highland
  and Universal Investments Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  for
  Highland and Universal Securities Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  International
  Life Science Partners LP

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Investment
  Enterprise Partnership “NIF 21-ONE(1)”

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  by Dr Eberhard Krausz

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Professor Sir David Lane

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Lloyds
  TSB Development Capital Ltd

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  LDC
  Co-Investment Plan 2001 “A”

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  LDC
  Co-Investment Plan 2001 “B”

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Dr Howard Marriage

  	
   

  	
  )

  



 


24

















 


	
  Signed
  by

  	
   

  	
  )

  
	
  Merifin
  Capital N.V.

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Merlin
  Equity Limited (as general partner of the Merlin

  	
   

  	
  )

  
	
  Fund
  L.P)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Merlin
  General Partner Limited (as general partner of the

  	
   

  	
  )

  
	
  Merlin
  Fund L.P.)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Merlin
  General Partner II Limited (as managing partner

  	
   

  	
  )

  
	
  of
  the Merlin Biosciences Fund L.P)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Merlin
  General Partner II Limited (as managing partner

  	
   

  	
  )

  
	
  of
  the Merlin Biosciences Fund GBR)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  for
  NIF Ventures Co Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Noble
  Grossart Investments Ltd

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Northern
  Investors Company PLC

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Northern
  Venture Trust PLC

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Quester
  Capital Management Ltd (acting as manager for

  	
   

  	
  )

  
	
  and
  on behalf of Quester VCT 3 plc)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Quester
  Capital Management Ltd (acting as manager for

  	
   

  	
  )

  
	
  and
  on behalf of Quester VCT 4 plc)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  



 


25

















 


	
  Signed
  by

  	
   

  	
  )

  
	
  Quester
  Capital Management Ltd (acting as manager for

  	
   

  	
  )

  
	
  and
  on behalf of Quester VCT 5 plc)

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Quest
  for Growth

  acting by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by two Trustees for and on behalf of Rombotis

  	
   

  	
  )

  
	
  Family
  Trust

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Scottish
  Equity Partnership

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  SEP
  II

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  SEP
  II B

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  The
  University of Dundee

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  SOGE
  Innovation 5

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  SOGE
  Innovation 6

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  SOGE
  Innovation 7

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  D
  C Thomson & Company Limited

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  The
  University Court of the University of Edinburgh

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  



 


26

















 


	
  Signed
  by

  	
   

  	
  )

  
	
  The
  University Court of the University of Glasgow acting by

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  UOB
  Venture Technology Investments Ltd acting by

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  Venture
  Capital Investment Limited Partnership NIF

  	
   

  	
  )

  
	
  Japan
  - USA – Europe Bridge Fund

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by

  	
   

  	
  )

  
	
  V-Sciences
  Investments Pte Ltd

  	
   

  	
  )

  
	
  acting
  by

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  Signed
  by Nikolai Zhelev

  	
   

  	
  )

  



 


27