EX-10.22





 [####] Certain information in this document has been omitted from this exhibit because it is both (i) not
material and (ii) would be competitively harmful if publicly disclosed. 
 Exhibit 10.22 

Deed Roll No. 662/2020 M 
  





 
 Recorded 

31 December 2020  

at Frankfurt am Main 
 before the
undersigning Notary 
 Dr Christiane Mühe 

with her offices at 
 Frankfmi am
Main, Germany, 
 appeared today 
  

	 	1.	 [####] 


  

	 	a)	 in his own name, and 



 

	 	b)	 as managing director with the power to represent the company solely and being exempted from the restrictions of
Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) for and on behalf of 














 PearIRiver Bio GmbH, being registered with the commercial register (Han-delsregister) of the local court (Amtsgericht) of Dortmund under HRB 30673, having its registered seat at Dortmund, Germany, and business address at Otto-Hahn-Straße 15, 44227 Dortmund; and

  

	 	c)	 with power of attorney for and on behalf of 



[####] 
 [####] 

[####] ; 
 [####] 

[####] 
  

	 	2.	 [####] who is not acting in her own name but with power of attorney for and on behalf of 



[####] ; and 
  

	 	3.	 [####] who is not acting in her own name but with power of attorney for and on behalf of 



[####] 













	 	4.	 [####] who is not acting in his own name but with power of attorney for and on behalf of



 [####] 
 The persons
appearing identified themselves by presentation of their official photo identification card. 
 The persons appearing requested the notarization of the
following agreement contained in this Deed in the English language and where referred to in the German language. The Notary, who has a good and sufficient command of the German and English language, confirmed that the persons appearing also have a
good and sufficient command of the German and English language. The parties were advised by the Notary of their right to be provided with a written translation of this Deed to be attached hereto, but expressly waived any such right. 

Upon enquiry, it was concluded by all parties that no prior involvement of the Notary exists within the meaning of Section 3 para. 1 no. 7 German
Notarization Act (Beurkun-dungsgesetz). The Notary advised the person appearing on their disclosure obligation under the German Money Laundering Act (Geldwäschegesetz). They declared to act as described in this Deed and not for
any third party. 
 Each person appearing declared that he/she does not assume any personal liability in connection with his/her acting as attorney in fact,
in particular with respect to the validity of the powers of attorney presented to the officiating Notary, and all other parties accept such declaration. In case a certified copy of the relevant power of attorney is attached to this Deed, the
original was presented to the Notary during notarisation. I, the undersigned Notary, herewith certify that the attached certified copies of the powers of attorney are true and complete copies of the respective original powers of attorney presented
to me. 
 According to the inspection of the German Electronic Commercial Register yesterday, I, the Notary certify that (i) PearlRiver Bio GmbH
is registered in the Electronic Commercial Register of the Local Court of Dortmund under HRB 30673 as a limited liability company (Gesellschaft mit beschränkter Haftung) with registered seat in Dortmund, Germany and business address
at Otto-Hahn-Straße 15, 44227 Dortmund, and (ii) [####] as managing director is authorized to represent PearlRiver Bio GmbH solely and is exempted from the restrictions of Section 181 of the German Civil Code (Bürgerliches
Gesetzbuch .  












 According to the inspection of the German Electronic Commercial Register yesterday, I, the Notary certify
that (i) [####] (ii) [####] as managing director is authorized to represent [####] solely and is exempted from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch).  

According to the inspection of the German Electronic Commercial Register yesterday, I, the Notary certify that (i) [####] (ii) [####] as managing director is
authorized to represent solely. 
 According to the inspection of the Luxembourg business register yesterday, I, the Notary certify that (i) [####], and
(ii) [####]. 












 The persons appearing then declared the following which they requested to be recorded in a notarial Deed:













 Private & Confidential  

Dated 31 December 2020 

PEARLRIVER BIO GMBH 

AND 
 THE SELLERS

 AND 
 UNITED
MEDICINES BIOPHARMA LIMITED 
 CONTRIBUTION AGREEMENT 
  





 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 1.
	 	DEFINITIONS AND INTERPRETATION	  	 	2	 
			
	 2.
	 	CONTRIBUTION	  	 	9	 
			
	 3.
	 	COMPLETION	  	 	9	 
			
	 4.
	 	CONDITION	  	 	10	 
			
	 5.
	 	UM WARRANTIES	  	 	11	 
			
	 6.
	 	FUNDAMENTAL WARRANTIES	  	 	12	 
			
	 7.
	 	WARRANTIES AND LIABILITY	  	 	14	 
			
	 8.
	 	LIMITATIONS ON CLAIMS	  	 	14	 
			
	 9.
	 	TAX	  	 	16	 
			
	 10.
	 	CONFIDENTIALITY	  	 	17	 
			
	 11.
	 	ANNOUNCEMENTS	  	 	18	 
			
	 12.
	 	FURTHER ASSURANCE	  	 	18	 
			
	 13.
	 	EFFECT OF COMPLETION	  	 	18	 
			
	 14.
	 	COSTS	  	 	19	 
			
	 15.
	 	CUMULATIVE REMEDIES	  	 	19	 
			
	 16.
	 	WAIVER	  	 	19	 
			
	 17.
	 	ENTIRE AGREEMENT	  	 	19	 
			
	 18.
	 	VARIATION AND TERMINATION	  	 	20	 
			
	 19.
	 	NO PARTNERSHIP	  	 	20	 
			
	 20.
	 	ASSIGNMENT AND TRANSFER	  	 	20	 
			
	 21.
	 	RIGHTS OF THIRD PARTIES	  	 	20	 
			
	 22.
	 	COUNTERPARTS; NO ORIGINALS	  	 	Fehler! Textmarke nicht definiert.	 
			
	 23.
	 	NOTICES	  	 	20	 
			
	 24.
	 	SEVERANCE	  	 	21	 
			
	 25.
	 	GOVERNING LAW	  	 	21	 
			
	 26.
	 	JURISDICTION	  	 	21	 


					
		
	 SCHEDULE 1 : SELLERS
	 	 	22	 
		
	 SCHEDULE 2 : COMPLETION OBLIGATIONS
	 	 	24	 
		
	 SCHEDULE 3 : WARRANTIES
	 	 	26	 
		
	 SCHEDULE 4 : SHARE TRANSFER AGREEMENT
	 	 	42	 
		
	 SCHEDULE 5 : FRAMEWORK AGREEMENT
	 	 	43	 
		
	 SCHEDULE 6 : PORTFOLIO COMPANY AGREEMENT
	 	 	44	 
		
	 SCHEDULE 7 : INCENTIVISATION AGREEMENT
	 	 	45	 
		
	 SCHEDULE 8 : CAPITALIZATION TABLE
	 			
		
	 SCHEDULE 9 : DISCLOSURE LETTER
	 			


  
 -i- 













 THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made on 31 December 2020 

BETWEEN: 
  

	(1)	 PEARLRIVER BIO GMBH, a limited liability company incorporated in Germany, registered with the commercial
register of the local court of Dortmund under HRB 30673, having its registered office at Otto-Hahn-Str. 15, 44227 Dortmund, Germany (the “Company”);  



 

	(2)	 THE SELLERS whose names and addresses are set out in columns and (1) of (2) Schedule 1 the (together
“Sellers”, and each a “Seller”); and 


  

	(3)	 UNITED MEDICINES BIOPHARMA LIMITED, a private company limited by shares incorporated in England with
company number 12973576 and with its registered office at The Dorothy Hodgkin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH (“UM”),  



(each a “Party” and together, the “Parties”).  

WHEREAS: 
 In accordance with the terms of
this Agreement the Parties agree that the Sellers will each transfer to UM the Contribution Shares set opposite each Seller’s name in column of (4) Schedule 1, and UM shall purchase from the Sellers, all such Contribution Shares, which together
constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares defined (as below) to each Seller in such number as set out opposite their respective names in column of (5) Schedule 1. 

IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 The following words and expressions used in this Agreement have the meanings given to them below:



  

			
	Act	  	means the Companies Act 2006, as amended and/or superseded from time to time;
		
	Affiliate	  	means, in relation to a Person, any Person or other business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person or any venture capital
fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management or advisory company with, such Person. For purposes of this definition, the term
“control” (including, the correlative meanings, “controlled by” and “under common control with”) means:
		
		  	 (a)   the direct or indirect ownership of more than 50% of the stock having the
right to vote for directors thereof (or general partnership interests); or

		
		  	 (b)   the ability to otherwise control the decisions of the board of directors
or equivalent governing body thereof;

		
	Applicable Law(s)	  	means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or
tribunal and all codes of practice having force of law, statutory guidance and policy notes;














			
	Applicable Value	  	means the lower of: (a) the fair market value of the UM Shares as determined in accordance with the UM Articles; and (b) the deemed value of the UM Shares as at the date of Completion as set out in the Capitalisation
Table;
		
	Board	  	means the board of directors of UM;
		
	Business	  	means the business operation of the Company, namely the development of small molecule inhibitors of ERBB for the treatment of cancer, as more fully described in the Business Plan;
		
	Business Day	  	means a day (which is not a Saturday, Sunday or a public or bank holiday in any of the following locations) on which banks generally are open in the City of London (England) and Frankfurt am Main (Germany);
		
	Business Plan	  	means the business plan of the Company in the form agreed between the Parties as at Completion;
		
	Capitalisation Table	  	means the capitalisation table of UM to be delivered by UM to the Sellers prior to Completion. The current version of the Capitalisation Table as of the date hereof is attached hereto as Schedule 8;
		
	Claim	  	means any claim for any breach of Warranty;
		
	Completion	  	means the completion of the sale and purchase of the Contribution Shares in accordance with clauses 2 and 3;
		
	Completion Date	  	means the date on which Completion occurs; 
		
	Conditions	  	means:
		
		  	 (a)   the Transaction Documents, the VSOP Arrangements and any other document
required to be “in the agreed form” being in agreed form between the Parties;

		
		  	 (b)   UM’s written confirmation to the Company of the satisfaction (or waiver
or deferral in whole or in part by UM to the extent permitted by Applicable Law) of all conditions under the Transaction Documents required to be satisfied prior to Completion; and

 
 (c)   there being no judgments,
orders, injunctions or decrees of any Governmental Authority outstanding or threatened that would frustrate the contribution and acquisition of the Contribution Shares;

		
	 Confidential
 Information
	  	means all information (whether oral or recorded in any medium) relating to the Business, financial or other affairs (including future plans and targets of any Group Company) which is treated as confidential by any Group Company or
is by its nature confidential or which is not in the public domain;
		
	Constitution	  	means the articles of association of the Company in effect as at the date of this Agreement;
		
	Constitution	  	has the meaning given in clause 2.1;
		
	 Contribution
 Shares
	  	 means those shares in the Company set out in column (4) of Schedule 1;

		
	CTA 2010	  	means the Corporation Tax Act 2010;














			
	 Deed of
 Termination
	  	means the deed of termination (in the agreed form) terminating the Existing Agreements;
		
	 Director Deed of

Indemnity
	  	means the deed of indemnity (in the agreed form) to be entered into at Completion by the Company with each New Director;
		
	Disclosed	  	means fairly disclosed to UM in the Disclosure Letter, with sufficient explanation and detail to enable UM to identify the nature, scope and implications of the matters disclosed;
		
	Disclosure Letter	  	means the letter from the Warrantors to UM disclosing certain matters relating to certain of the Warranties dated on or before Completion, the draft front-end template of which as at the date
of this Agreement is set out in Schedule 9 (and which for clarity does not yet contain any specific disclosures);
		
	Encumbrance	  	means any mortgage, charge, security interest, lien, pledge, assignment by way of security, equity, claim, right of pre-emption, option, covenant, restriction, reservation, lease, trust,
order, decree, judgment, title defect (including retention of title claim), conflicting claim of ownership or any other encumbrance of any nature whatsoever (whether or not perfected other than liens arising by operation of law);
		
	ERBB	  	 [####]

		
	 Existing
 Agreements
	  	means the investment agreement and the shareholders’ agreement relating to the Company dated 13 March 2019 (Agreement no. 23/2019 of the notary public Dr. Karsten Müller-Eising, Frankfurt am Main);
		
	Financing	  	means a bona fide equity financing round occurring on or about the date of Completion in which UM raises an amount equal to at least USD 200 million in newly committed capital;
		
	 Framework
 Agreement
	  	means the framework agreement to be entered into on or around the date of Completion between, inter alia, the Company and UM in the agreed form, the current draft of which as at the date of this Agreement is set out in Schedule
5;
		
	 Fully Diluted Share

Capital
	  	means the aggregate at the time of (in each case on an as converted basis): (a) the issued share capital of UM; and (b) all shares capable of being issued by UM pursuant to any outstanding rights to subscribe for, or convert
any security into, shares as if all those outstanding rights had been exercised in full (including, without limitation, all shares capable of being issued by UM in respect of unallocated and/or unvested options;
		
	 Fundamental
 Warranty
	  	means:
		
		  	 (a)   in respect of the Sellers (including, for the avoidance of doubt, the
Warrantors), the warranties set forth in clause 6.1 other than clause 6.1(j);

		
		  	 (b)   in respect of those Sellers who are Warrantors, in addition to
(a) above, the warranty set forth in clause 6.1(j); and

		
		  	 (c)   in respect of UM, the warranties set forth in clause 5;















			
	 Fundamental
 Warranty
Claim
	  	means any claim for breach of any Fundamental Warranty;
		
	 Governmental
 Authority
	  	means any foreign or domestic national, supranational, state, federal, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission, or any court, agency or other body,
organisation, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government;
		
	Group Companies	  	means the Company and each and any of its subsidiaries from time to time, and “Group Company” shall mean any one of them;
		
	HMRC	  	means HM Revenue & Customs;
		
	 lncentivisation

Agreement
	  	means the agreement awarding certain key managers in the Company an incentivisation plan which enables them to receive a cash payment in the event of a sale of the Company and/or one of its lead assets, or in circumstances where
marketing approval is obtained for one or both of its lead assets, to be entered into at Completion by UM, the Company and the key managers, the current draft of which as at the date of this Agreement is set out in Schedule 7;
		
	IPO	  	means the admission of (or in the case of admission to NASDAQ, the offering or the initial public offering of) all or any of the UM Shares or securities representing those shares (including without limitation depositary interests,
American depositary receipts, American depositary shares and/or other instruments) on NASDAQ or the New York Stock Exchange or the Official List of the United Kingdom Listing Authority or the AIM Market operated by the London Stock Exchange or any
other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000 of the United Kingdom);
		
	Key Persons	  	[####]
		
	Longstop Date	  	means 31 January 2021;
		
	Material Contract	  	means any written contract which a Group Company needs to remain in force in order that it can carry on its business in a manner that is not adverse to the current or future prospects of its business, an exhaustive list of such
contracts being appended to the Disclosure Letter;
		
	NASDAQ	  	means the NASDAQ Stock Market of the NASDAQ OMX Group Inc.;
		
	New Articles	  	means the articles of association of the Company (in the agreed form) to be adopted on or before Completion;
		
	New Directors	  	means such persons notified by UM to the Company prior to Completion;
		
	Ordinary Shares	  	means the B ordinary shares in the share capital of UM having the rights given to them in the articles of association of UM;
		
	Permitted Assignee	  	has the meaning given in clause 20.2;
		
	Person	  	has the meaning given in clause 1.2(a);














			
	 Portfolio Company

Agreement
	  	means the agreement relating to the Company to be entered into at Completion by UM, the Company and the Key Persons in the agreed form, the current draft of which as at the date of this Agreement is set out in Schedule 6;
		
	Power of Attorney	  	means an irrevocable power of attorney (in the agreed form) in favour of the directors of UM in respect of the performance by the principal of its obligations under the articles of association of UM in connection with or otherwise
ancillary to an IPO;
		
	Preference Seller	  	means any Seller whose Contribution Shares include A-shares of €1,00 each in the share capital of the Company;
		
	Relevant Claim	  	means a Claim or Fundamental Warranty Claim;
		
	Relevant Persons	  	[####]
		
	Sellers’ Majority	  	means:
		
		  	 (a)   prior to Completion, Sellers [####] representing not less than 50,1% of
such Sellers’ voting rights in the Company as at date of this Agreement; and

		
		  	 (b)   after Completion, Sellers representing not less than 75% of the
Sellers‘ voting rights in the Company as at the date of this Agreement;

		
	 Share Transfer
 Agreement
	  	means the share transfer agreement in the agreed form, the current draft of which as at the date of this Agreement is set out in Schedule 4;
		
	Taxation	  	means all forms of taxation, duties, rates, levies, contributions, withholdings, deductions, liabilities to account, charges and imposts whether imposed in the United Kingdom or elsewhere in the world;
		
	Tax Authority	  	means HMRC and any other governmental state, federal, provincial, local governmental or municipal authority, body or official whether of the United Kingdom or elsewhere in the world, which is competent to impose or collect
Taxation;
		
	 Transaction
 Documents
	  	means this Agreement, the Framework Agreement, the Portfolio Company Agreement, the Incentivisation Agreement and those other documents referred to herein which are to be entered into on or before Completion in connection with the
sale and purchase of the Contribution Shares;
		
	UM Articles	  	means the articles of association of UM (in the agreed form) to be adopted by UM in connection with the Financing on or about Completion;
		
	UM Resolutions	  	means the resolutions in the agreed form to be passed by the members of UM by written resolution in order to (amongst others):
		
		  	(a) authorise the allotment of the UM Shares; and
		
		  	(b) waive pre-emption rights in respect of the allotment and issue of the UM Shares;
		
	 UM Shareholders’

Agreement
	  	means the shareholders’ agreement relating to UM to be entered into on or about Completion;














			
	UM Shares	  	means those Ordinary Shares set out in column (5) of Schedule 1;
		
	 VSOP
 Arrangements
	  	means amendments to the current virtual share option plan entitlements held by certain members of the Company’s management team which are currently being negotiated between the recipients, UM and the Company and
whereby:
		
		  	 (a)   vested VSOPs shall be cancelled in exchange for newly issued shares in
UM;

		
		  	 (b)   unvested VSOPs may be cancelled or exchanged for share options in UM
subject to vesting; or

		
		  	 (c)   unvested VSOPs may be
re-established as a liability of the Company with such amendments as may be agreed;

		
		  	provided that in each case the Parties shall consider in good faith granting coverage for taxes to the respective recipients (to be repaid from any net proceeds (as in clause 9.4 below) by the latter);
		
	Warranties	  	means the warranties given pursuant to clause 7 (references to a particular “Warranty“ being, unless otherwise specified, to a statement set out in Schedule 3); and
		
	Warrantors	  	means each of the Key Persons, but, for the avoidance of doubt, excluding any other Seller.

  

	1.2	 In this Agreement, unless expressly stated otherwise or the context otherwise requires: 



 

	 	(a)	 references to a “Person” shall include any natural person, individual, company, unincorporated
association, firm, corporation, partnership, limited liability company, trust, joint venture or consortium, government, state or agency of a state, and any undertaking (in each case, whether or not having separate legal personality and irrespective
of the jurisdiction in or under the laws of which it was incorporated or exists); 


  

	 	(b)	 references to a “company” shall include any company, corporation or any body corporate (in
each case, irrespective of the jurisdiction in or under the laws of which it was incorporated or exists); 


  

	 	(c)	 references to one gender shall include all genders and references to the singular shall include the plural and
vice versa; 


  

	 	(d)	 a Person shall be deemed to be connected with another if that Person is connected with such other within the
meaning of section 1122 of CTA 2010; 


  

	 	(e)	 the words subsidiary, holding company, subsidiary undertaking, parent undertaking, undertaking and group shall
have the same meaning in this Agreement as in the Act; 


  

	 	(f)	 references to a statute or statutory provision shall include: 



 

	 	(i)	 that statute or provision as from time to time amended, modified,
re-enacted or consolidated whether before or after the date of this Agreement; 


  

	 	(ii)	 any past statute or statutory provision as from time to time amended, modified,
re-enacted or consolidated which that statute or provision has directly or indirectly replaced; and 















	 	(iii)	 any subordinate legislation made from time to time under that statute or statutory provision;



  

	 	(g)	 references to any English legal term (including any statute, regulation,
by-law or other requirement of English law) shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;



  

	 	(h)	 where a German term has been inserted in italics in this Agreement, it alone and the meaning ascribed to it
under German law (and not the English (legal) term to which it relates or the English law concept) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement; 



 

	 	(i)	 references to any time of day or date shall be construed as references to the time or date prevailing in
London, England; 


  

	 	(j)	 references to this Agreement shall include the Schedules (and the Schedules form part of the operative
provisions of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement); 


  

	 	(k)	 references herein to clauses, Schedules, paragraphs or Parts are (unless otherwise stated) to clauses of and
schedules to this Agreement and to paragraphs and parts of the Schedules; 


  

	 	(l)	 the table of contents and the clause and paragraph headings in this Agreement are for convenience only and
shall not affect its meaning; 


  

	 	(m)	 references to documents “in the agreed form” are documents in the form to be agreed by the
Company, UM and/or the Key Persons on or prior to Completion and which are to be signed by the parties to each of them at Completion (or in the case of documents that need not be signed, such forms that have been agreed for and on behalf of the
Company and UM), provided that all Parties acknowledge that the documents in Schedule 4 to Schedule 7 and Schedule 9 are not in agreed form yet, are in their entirety subject to further changes and / or amendments and that respective parties to each
of them have inter alia discussed the issues as raised in the latest drafts exchanged between the law firms Goodwin Procter (UK) LLP and Orrick, Herrington & Sutcliffe LLP prior to the date hereof; 



 

	 	(n)	 references to a document are to that document as varied or novated (in each case, other than in breach of the
provisions of this Agreement) at any time; 


  

	 	(o)	 any phrase introduced by the terms “including”, “include”, in particular or any
similar expression shall be construed as illustrative and shall not limit the sense of the words introduced by those terms; 


  

	 	(p)	 references to “writing” and “written” include any
non-transitory form of visible reproduction of words, unless a stricter form is required by law; 


  

	 	(q)	 references to “shall” and “will” are to be interpreted the same;



  

	 	(r)	 “€” or “euros” denotes the lawful currency of certain members of the European Union,
including the Republic of Ireland; and 


  

	 	(s)	 “£” or “pounds sterling” denotes the lawful currency of Great Britain and Northern
Ireland. 


  

	1.3	 The Schedules referred to in this Agreement and named with Arabic numbers and/or Latin letters are the same
Schedules named with the same Arabic numbers and/or Latin letters notarized on 30/31 December 2020, roll of deeds 661/2020 M of the notary Dr. Christiane Mühe, Frankfurt am Main, (“Reference Deed“). The original
(Urschrift) of the Reference Deed was 















	 	
present at the today’s notarization and provided to the appearing persons for their review. After having been notified about § 13a German Notarization Act (Beurkundungsgeselz)
the persons appearing confirm that they are aware of the content of the Reference Deed and that they grant their consent—also on behalf of the persons presented by them—to the declarations made therein and that the declarations made in
the Reference Deed will become a part of this Deed. They waived—also on behalf of the persons represented by them—their right to have the Reference Deed read loud again by the Notary, to attach it to this Deed and to issue it
(Mitausfertigung). 

  

	2.	 CONTRIBUTION 


  


	2.1	 Subject to the terms of this Agreement, each Seller (in respect of itself only) hereby contributes, free from
all Encumbrances (save for those which arise pursuant to the Constitution) and with full title guarantee, together with all rights and benefits (Nebenrechte), including voting rights, subscription rights and the right to receive dividends
(Gewinnbezugsrecht) of the Company, now or hereafter attaching thereto, the Contribution Shares set out opposite such Seller’s name in column (4) of the table in Schedule 1 and UM acquires such Contribution Shares with all rights
attaching to them accordingly, in accordance with clause 2.3 (the “Contribution”). Sec. 101 German Civil Code (BGB) is hereby explicitly excluded. Following the Contribution, the entire issued share capital of the Company
will be owned by UM, it being understood that nothing contained in this Agreement shall constitute or be construed to constitute any statement, warranty or other undertaking of any of the Sellers, any of the Warrantors or the Company relating to UM
and, in particular, UM’s ability to acquire and own the Contribution Shares. 


  

	2.2	 Each Seller hereby waives any pre-emption rights or other restrictions
on transfer in respect of the Contribution Shares, whether conferred by the Constitution, the Existing Agreements or otherwise and consents for all purposes to such transfer and all transactions contemplated by the Transaction Documents for the
purpose of the Existing Agreements and for all other purposes whatsoever. 


  

	2.3	 In consideration for each of the Sellers‘ obligations in this clause 2, UM shall allot and issue the UM
Shares to the Sellers (credited as fully paid) in such number as set out opposite their respective names in column (5) of the table in Schedule 1. Each Seller (in respect of itself only) acknowledges and agrees that it is only entitled to the
UM Shares set out opposite its name in column (5) of the table in Schedule 1 in connection with the Contribution and no other shares in UM. The foregoing acknowledgement and agreement and the warranty at clause 6.1(i) are given by each Seller
in reliance on the accuracy of the warranty given by UM pursuant to clause 5.1(h). If the warranty given by UM pursuant to clause 5.1(h) is untrue or inaccurate, nothing in this clause 2.3 or clause 6.1(i) shall: (i) prevent a Seller from
bringing a claim for damages against UM in respect of such breach; (ii) reduce or otherwise affect UM’s liability in respect of such claim; and/or (iii) give rise to any liability on the part of the Sellers under this clause 2.3 or
clause 6.1(i). 


  

	2.4	 The UM Shares referred to in clause 2.3 shall be issued subject to, and having the rights set out in, UM’s
constitution from time to time, including the right to receive all dividends, distributions or any return of capital declared, made or paid after the date of Completion with respect to such UM Shares. 



 

	3.	 COMPLETION 


  

	3.1	 Subject to the satisfaction of the Condition, Completion shall take place on the Completion Date by the
electronic exchange of signatures, unless notarization is required in which case the relevant Completion measures shall be taken on the Completion Date and comply with the relevant notarization requirements under Applicable Laws. The Parties agree
that Completion shall take place on a date determined by the Board which shall be no later than the fifth Business Day following the satisfaction of the Condition. 



 

	3.2	 For the avoidance of doubt, Completion shall occur simultaneously in respect of all Contribution ” Shares
and, for the avoidance of doubt, shall not occur (and the Sellers shall not be required to transfer and UM shall not be required to complete the purchase of any Contribution Shares) unless the entire issued share capital of the Company is
transferred to UM. 















	3.3	 Prior to or at Completion (as applicable) each Seller, the Company and UM shall comply with their respective
obligations as set out in Schedule 2, including the obligation (acting reasonably and in good faith) to agree the final form versions of the Transaction Documents and the VSOP Arrangements. 



 

	3.4	 If: 


  

	 	(a)	 any of the Sellers or the Company fail to comply with any obligation in Schedule 2, UM shall; or



  

	 	(b)	 UM fails to comply with any obligation in Schedule 2, a Sellers’ Majority shall: 



be entitled (in addition and without prejudice to all other rights and remedies available) by written notice on or before the date Completion
would otherwise be due to take place: 
  

	 	(i)	 to require Completion to take place so far as practicable having regard to the defaults which have occurred;



  

	 	(ii)	 to fix a new date for Completion (being not more than twenty (20) Business Days after the original date
for Completion) in which case the provisions of Schedule 2 shall apply to Completion as so deferred but on the basis that such deferral may only occur once; or 



 

	 	(iii)	 terminate this Agreement. 



 

	4.	 CONDITION 


  

	4.1	 Completion shall take place conditional on the Condition being satisfied. 



 

	4.2	 If the Condition is not fully satisfied by the Longstop Date, this Agreement shall automatically terminate with
immediate effect, except as provided by clause 4.3, 


  

	4.3	 If this Agreement terminates in accordance with clause 4.2, it shall immediately cease to have any further
force and effect except for: 


  

	 	(a)	 any provision of this Agreement that expressly or by implication is intended to come into or continue in force
on or after termination of this Agreement each of which shall remain in full force and effect (including clause 11 (Confidentiality) and clause 12 (Announcements)); and 



 

	 	(b)	 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of
termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination. 


  

	4.4	 The Sellers and UM shall each use their respective commercially reasonable efforts to procure (to the extent it
lies within their respective powers to do so) that the Condition can be satisfied as soon as reasonably practicable and, in any event, by no later than the Longstop Date, including using commercially reasonable efforts to: 



 

	 	(a)	 take, or cause to be taken, all necessary action, and do, or cause to be done, all things necessary under
Applicable Law to consummate and make effective the transactions contemplated by this Agreement; and 


  

	 	(b)	 obtain all authorisations, consents, orders and approvals of, and give all notices to and make all filings
with, all Governmental Authorities and other third parties that are necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement. 















	4.5	 Notwithstanding any provision of any Transaction Document, no Party (including, without limitation, the
managing director of the Company) shall be liable to any other Party under this Agreement or any other Transaction Document for any act or omission with respect to the requirements, including any notification, filing, approval and/or consent
requirements, of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any breach of such requirements by any Party in relation to transactions contemplated by this Agreement or any other Transaction Document, provided
that reliance on this clause 4.5 by the Sellers shall be conditional on none of them making or attempting to make a notification under the German Foreign Trade Regulation (Außenwirtschaftsverordnung) without consulting in good faith
with UM before making such notification. 


  

	4.6	 UM shall notify the Sellers promptly upon becoming aware that the Condition has been fulfilled (or the
Condition becoming incapable of being fulfilled). 


  

	5.	 UM WARRANTIES 



 

	5.1	 UM warrants to each Seller that each of the following warranties in this clause is true and accurate as at the
date of Completion: 


  

	 	(a)	 it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of
incorporation and has full power to conduct its business as conducted at the date of this Agreement; 


  

	 	(b)	 it has the legal right and full power and authority to enter into and perform this Agreement and each other
Transaction Document; 


  

	 	(c)	 this Agreement and each other Transaction Document will, when executed, constitute valid and binding
obligations on it, in accordance with its terms; 


  

	 	(d)	 it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or
exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; 



 

	 	(e)	 there are no: 


  

	 	(i)	 judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or any of
its respective Affiliates; 


  

	 	(ii)	 law suits, actions or proceedings pending or, to the knowledge of UM, threatened against it or any of its
respective Affiliates; or 


  

	 	(iii)	 investigations by any Governmental Authority which are pending or threatened against it or any of its
respective Affiliates, 


 and which, in any such case, will have a material adverse effect on the ability of it to
lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; 
  

	 	(f)	 the execution, delivery and performance by it of this Agreement and each other Transaction Document will not:



  

	 	(i)	 result in a breach of, or constitute a default under its constitution; 



 

	 	(ii)	 result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by
which it is bound; or 















	 	(iii)	 result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or
decree of any Governmental Authority in any relevant jurisdiction, 


 in each case, other than any such breaches or
defaults that individually or in the aggregate would not impair in any material respect the ability of UM to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions
contemplated hereunder; 
  

	 	(g)	 it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to
become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them)
could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are
current, pending or threatened; 


  

	 	(h)	 the UM Shares are new duly issued shares (not already existing treasury shares or shares held by third parties)
and free of all Encumbrances (save for those set out in the UM Articles (e.g. pre-emption rights on transfer and drag along rights requiring the holders of the UM Shares to transfer the UM Shares to a bona
fide purchaser or similar rights)) and with full title guarantee and each of the Sellers will following Completion receive full legal title to the relevant UM Shares with all rights attaching thereto; and 



 

	 	(i)	 the Fully Diluted Share Capital of UM immediately following the consummation of the Financing is set out in the
Capitalisation Table. 


  

	6.	 FUNDAMENTAL WARRANTIES 



 

	6.1	 Each Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is
true and accurate as at the date of Completion: 


  

	 	(a)	 in respect of each Seller which is a body corporate, it is validly incorporated, in existence and duly
registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement; 


  

	 	(b)	 it has the legal right and full power and authority to enter into and perform this Agreement and each other
Transaction Document to which it is party; 


  

	 	(c)	 this Agreement and each other Transaction Document will, when executed, constitute valid and binding
obligations on it, in accordance with its terms; 


  

	 	(d)	 it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or
exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; 



 

	 	(e)	 there are no: 


  

	 	(i)	 judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in
respect of each Seller which is a body corporate (other than [####] any of its respective Affiliates; 


  

	 	(ii)	 law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in
respect of each Seller which is a body corporate (other than [####] any of its respective Affiliates; or 















	 	(iii)	 investigations by any Governmental Authority which are pending or threatened against it or in respect of each
Seller which is a body corporate (other than [####] any of its respective Affiliates, 


 and which, in any such case, will
have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; 

 

	 	(f)	 the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it
is party will not: 


  

	 	(i)	 result in a breach of, or constitute a default under its constitution; 



 

	 	(ii)	 result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a
party or by which it is bound; or 


  

	 	(iii)	 result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or
decree of any Governmental Authority in any relevant jurisdiction, 


 in each case, other than any such breaches or
defaults that individually or in the aggregate would not impair in any material respect the ability of the Seller to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the
transactions contemplated hereunder; 
  

	 	(g)	 it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to
become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them)
could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are
current, pending or threatened; 


  

	 	(h)	 the Contribution Shares set out opposite its name in column (4) of the table in Schedule 1: (i) comprise
all of the shares it owns in the Company; and (ii) have been properly and validly allotted and issued and are each fully paid up and other than such Sale Shares, it does not own any other equity, debt or hybrid securities, including any
debentures, warrants, options, rights of conversion, exchange or subscription, or any other interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date; 



 

	 	(i)	 it is only entitled to the UM Shares set out opposite its name in column (5) of the table in Schedule 1 in
connection with the Contribution and no other Ordinary Shares; and 


  

	 	(j)	 other than the Contribution Shares, the Company has not issued any other equity, debt or hybrid securities,
including any debentures, warrants, options (excluding the virtual option plan existing at the Company dated 1 August 2019 and any options granted under or in connection therewith), rights of conversion, exchange or subscription, or any other
interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date. For the avoidance of doubt, the virtual shares granted under the Company’s existing virtual option plan dated 1
August 2019, as amended from time to time (including the individual allocation letters issued from time to time thereunder, irrespective of whether or not they reference or deviate from the terms of such plan) do not form part of the issued share
capital of the Company. 















	7.	 WARRANTIES AND LIABILITY 



 

	7.1	 Each of the Warrantors severally warrants (in respect of themselves only) to UM that each of the Warranties
(other than the Fundamental Warranties) is true and accurate as at the date of Completion. Each of the Warranties (other than the Fundamental Warranties) shall be deemed to be made in respect of each Warrantor to the knowledge and belief of such
respective Warrantor, which knowledge and belief shall be interpreted to extend (only) to those facts, matters and circumstances of which such respective Warrantor is actually aware as at the date of Completion and also such knowledge which such
Warrantor would have had if he had made reasonable enquiry of the Relevant Persons. 


  

	7.2	 Each Warranty is given subject to the matters Disclosed and any limitations, exceptions or exclusions expressly
provided for in this Agreement. 


  

	7.3	 Each of the Warranties shall be construed as separate and independent, and (unless expressly provided to the
contrary) shall not be limited by the terms of any other Warranties or by any other term of this Agreement or the Disclosure Letter. 


  

	7.4	 Without limitation to the rights of UM under this Agreement, in the case of a Claim against any Warrantor, no
counterclaim or right of contribution or indemnity shall lie against the Company and/or any of the other Sellers. 


  

	7.5	 The Warranties shall continue in full force and effect, notwithstanding Completion and the rights and remedies
of UM in respect of any breach of any of the Warranties or any of the Fundamental Warranties shall not be affected by Completion, any investigation made by or on behalf of UM into the affairs of the Company or any other event or matter whatsoever
which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release. 


  

	7.6	 Any information supplied by the Company, its officers, employees or agents to the other Warrantors or their
agents, representatives or advisers in connection with, or which forms the basis of, any of the Warranties or any matter covered in the Disclosure Letter or otherwise in relation to the business and affairs of the Company (whether before or after
the date hereof) shall be deemed not to include or have included a representation, warranty or guarantee of its accuracy by the Company to the other Warrantors and shall not constitute a defence to any Claim by UM. The Warrantors hereby irrevocably
waive any and all claims against the Company, its officers, employees or agents in respect of any information so supplied. 


  

	7.7	 Each of the Warrantors confirms that, as at the date of Completion, save for the matters being Disclosed, the
Warrantor is not actually aware of any fact, matter and/or circumstance which would constitute a breach of any Warranty. For the purposes of this confirmation each Warrantor’s awareness shall be deemed to include those facts, matters and
circumstances of which such Warrantor is actually aware as at the date of Completion and also such knowledge which such respective Warrantor would have had if he had made reasonable enquiry of the Relevant Persons. 



 

	8.	 LIMITATIONS ON CLAIMS 



 

	8.1	 The limitations set out in this Agreement (including this clause 8) shall not apply to any Relevant Claim which
is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable). 



 

	8.2	 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor
giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the date of Completion. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly
under this Agreement. 















	8.3	 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no
new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with
clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 



 

	8.4	 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any
Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty
Claim by no later than the date falling three (3) years from the date of Completion. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental
Warranty Claim otherwise made properly under this Agreement. 


  

	8.5	 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled
or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date
falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.3. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been
“issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 


  

	8.6	 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the
case of the Company and each of the other Warrantors, £1.00. 


  

	8.7	 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this
Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 


  

	8.8	 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this
Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 


  

	8.9	 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained
provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.3 (as applicable) and (ii) no Warrantor
or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 



 

	8.10	 No Party nor any other member of its group shall be entitled to recover damages or obtain payment,
reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 



 

	8.11	 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or
special loss. 


  

	8.12	 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or
liability which is the subject of a Relevant Claim. 


  

	8.13	 Notwithstanding any provision herein, UM agrees that, prior to the occurrence of an IPO of UM, [####] shall at
all times be entitled to discharge its respective liability under this Agreement or any other Transaction Document in full by transferring all or such number of UM Shares to UM or a third party designated by UM as is equal to such liability, in each
case with the UM Shares being treated as having the Applicable Value. 















	9.	 TAX 


  

	9.1	 Irrespective of, and superseding, any deviating provisions under the Framework Agreement, UM shall pay to each
Seller the Tax Indemnification Amount (as defined below) in respect of: 


  

	 	(a)	 any German corporate income, income, trade and church tax and any solidarity surcharge (including interest on
any such tax or surcharge) to which such Seller (or its tax group parent) is liable and which is attracted or increased by (A) a gain to the extent that such gain is (i) derived from a value not higher than the fair market value of his or
its Contribution Shares (such fair market value as underlying the relevant tax assessment) as at the time of their contribution to UM referenced in clauses 2.1 through 2.3 and (ii) triggered as a consequence of such contribution mentioned in
(i) or (B) in case of the church tax or the solidarity surcharge: corporate income tax or income tax accruing on a gain mentioned under (A), except if and to the extent any such tax could have been reduced or mitigated had the respective Seller
exercised an existing election right to apply for contribution of his or its Contribution Shares to UM at their German tax book value (Buchwert) (section 21(2) sent. 3 German Transformation Tax Act (Umwandlungssteuergesetz - UmwStG);
and 


  

	 	(b)	 any German corporate income, income, trade and church tax and any solidarity surcharge (including interest on
any such tax or surcharge) to which such Seller (or its tax group parent) is liable and which is attracted or increased by (A) a gain (Einbringungsgewinn //) retroactively accruing upon the contribution of his or its Contribution Shares
to UM referenced in clauses 2.1 through 2.3 according to section 22 Umwandlungssteuergesetz because of any event or omission occurring after said contribution or (B) in case of the church tax or the solidarity surcharge: corporate income
tax or income tax accruing on a gain mentioned under (A), except if and to the extent such tax could have been reduced or mitigated had the respective Seller not failed to: 



 

	 	(i)	 specify and request from UM relevant information required under section 22 para. 3 Umwandlungssteuergesetz
until 15 April of the relevant calendar year; or 


  

	 	(ii)	 pass relevant information required under section 22 para. 3 Umwandlungssteuergesetz to the competent tax
authority within four (4) weeks after receiving such information from UM; 


 and any tax accruing at the level of a
Seller under Applicable Laws which is attracted by a reduction of the nominal value of the Ordinary Shares (by way of a capital reduction) or the re-designation of the Ordinary Shares. 

 

	9.2	 The “Tax Indemnification Amount” is such amount (in EUR) which, after deduction of taxes
accruing to the relevant Seller because of the payment obligation, or payment, by UM under clause 9.1 itself, equals the amount of the German tax or German taxes or in case of any tax accruing at the level of a Seller under Applicable Laws which is
attracted by a reduction of the nominal value of the Ordinary Shares (by way of a capital reduction) or the re-designation of the Ordinary Shares, any such taxes (including interest on any aforementioned tax
or taxes or a surcharge thereon) in respect of which a payment is owed by UM under clauses 9.1(a) or 9.1(b) (Gross-Up). 


  

	9.3	 A payment under clause 9.1 shall become due ten (10) Business Days prior to the date on which a respective
German tax referenced in clause 9.1 or a tax accruing because of the payment obligation, or payment, under clause 9.1 itself is due to be paid by the Seller to a Tax Authority (whichever occurs earlier) but not earlier than ten (10) Business
Days after the respective Seller has notified UM of the existence of a respective claim, its volume and its due date under clause 9.1 by providing a copy of the respective tax assessment notice (which may be redacted to the extent not relevant for
the claim in question). The claim volume can be amended by the respective Seller at any time up to the Tax Indemnification Amount provided that such amendment can be based on, and is evidenced by, a tax assessment notice which may be redacted to the
extent not relevant for the claim in question). 















	9.4	 After having received a payment from UM pursuant to clause 9.1(a) or clause 9.1(b), the respective Seller shall
promptly pay to UM an amount equal to: 


  

	 	(a)	 any later refund of taxes (including interest on such tax) by the German Tax Authority to him or it in respect
of which UM has made the payment according to clause 9.1(a) or clause 9.1(b); and 


  

	 	(b)	 such Seller’s net proceeds from the sale of UM Shares and from a profit distribution from UM, provided
that net proceeds shall in each case be reduced by taxes and other costs accruing to the relevant Seller because of such sale or profit distribution, and 



provided further that a payment by the respective Seller under this clause 9.4 shall be limited in aggregate to the payment received by the
respective Seller according to clause 9.1(a) or clause 9.1(b) and any Gross-Up amount pursuant to clause 9.2. No other payment shall be owed by the Seller to UM in respect of payments received by such Seller
according to clause 9,1(a) or clause 9.1(b) or the Gross-Up amount pursuant to clause 9.2. 
  

	9.5	 UM shall bear the cost of all UK stamp duty and stamp duty reserve tax payable as a result of the transactions
contemplated by this Agreement. UM shall arrange the payment of such stamp duty and stamp duty reserve tax. 


  

	9.6	 Each party undertakes not to waive any value added tax exemption applicable to any supply referenced in this
Agreement. 


  

	10.	 CONFIDENTIALITY 



 

	10.1	 Each Seller shall (and shall procure, where relevant, that each other member of its group and their respective
officers, employees, agents and advisers shall) in all respects keep confidential and not at any time disclose or make known in any way to any Person or use for its own or any other Person’s benefit or to the detriment of another Party to this
Agreement: 


  

	 	(a)	 any Confidential Information; and 



 

	 	(b)	 the terms of this Agreement and each of the Transaction Documents. 



 

	10.2	 Provided that in respect of the obligations set out in clause 10.1: 



 

	 	(a)	 such obligation shall not apply to information which becomes publicly available (other than through a breach of
this clause 10); 


  

	 	(b)	 each Seller shall be entitled at all times to disclose such information as may be required by law, for the
purpose of any judicial or arbitral proceedings or by any competent judicial or regulatory authority (including any Tax Authority) or by any relevant investment or stock exchange to whose rules such Seller or any of its Affiliates is subject,
provided that such Seller shall consult with UM prior to such Party making any such disclosure under this clause 10.2(b); 


  

	 	(c)	 any Preference Seller and [####] shall be entitled to disclose the terms of this Agreement and each of the
Transaction Documents to their investment committees, direct and indirect shareholders and their current and prospective limited partners (including venture partners) and other current and future investors in their respective funds (conditional upon
any such Person being subject to an obligation to keep such information confidential on the same basis as the Preference Seller for as long as such Preference Seller is obliged to do so in accordance with this clause 10), 















	 	(d)	 each Seller shall be entitled to disclose to its officers, employees, agents or advisers ” (including
auditors) such information as may be necessary to enable them to carry out their duties (conditional upon any such Person being subject to an obligation to keep such information confidential on the same basis as such Seller for as long as such
Seller is obliged to do so in accordance with this clause 10); and 


  

	 	(e)	 each Seller may disclose or use information if and to the extent that such disclosure or use is to a Tax
Authority or is otherwise in connection with the Taxation affairs of the disclosing Seller. 


  

	10.3	 The restrictions contained in this clause 10 shall continue to apply after Completion for a period of five
(5) years from the Completion Date. 


  

	11.	 ANNOUNCEMENTS 



 

	11.1	 Except in accordance with clause 11.3, the Company and the Sellers shall not make any public announcement or
issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter (including but not limited to the Sellers’ investment in the Company) or any ancillary matter without
the prior written consent of the Board. 


  

	11.2	 UM shall not make any public announcement or issue a press release or respond to any enquiry from the press or
other media concerning or relating to [####] without the prior written consent of [####] 


  

	11.3	 Notwithstanding clause 11.1, any Seller may: 



 

	 	(a)	 make any press release to the effect that it has made an investment in the Company and/or that it is a
shareholder in the Company without obtaining the prior approval of the Board; 


  

	 	(b)	 make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any
ancillary matter with the prior written approval of the Board or if and to the extent required by: 


  

	 	(i)	 applicable law; 


  

	 	(ii)	 any securities exchange on which such Seller’s securities are listed or traded; 



 

	 	(iii)	 any regulatory or governmental or other authority with relevant powers to which such Seller is subject or
submits, whether or not the requirement has the force of law; or 


  

	 	(iv)	 any court order. 


  

	12.	 FURTHER ASSURANCE 



 

	12.1	 The Parties shall at their own cost use all reasonable endeavors from time to time on or following Completion,
on being required to do so by any other Party, to do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the other Party for giving full effect to this Agreement
and securing to the other Parties the full benefit of the rights, powers, privileges and remedies conferred upon any Party in this Agreement. 


  

	12.2	 Each of the Sellers and UM shall procure that their respective Affiliates comply with all obligations under
this Agreement which are expressed to apply to such Affiliates. 















	13.	 EFFECT OF COMPLETION 



The Warranties, the Fundamental Warranties and the warranties given by UM pursuant to clause 5 (and the remedies of any Party in respect of any
breach of the Warranties, the Fundamental Warranties, any warranties given by UM pursuant to clause 5 or for fraud, dishonesty or deliberate concealment) and all other provisions of this Agreement, to the extent that they have not been performed by
Completion, shall continue in force after and notwithstanding Completion and shall not be extinguished or affected by Completion or by any other event or matter except by a specific and duly authorised written waiver or release given under and in
accordance with clause 16. 
  

	14.	 COSTS 


  

	14.1	 Subject to clauses 14.2 and 14.3, the Parties shall bear their own costs and disbursements incurred in the
negotiations leading up to and in the preparation of this Agreement and of makers incidental to this Agreement. 


  

	14.2	 Any notary fees and other charges and costs resulting from, or in connection with, the execution of this
Agreement and its implementation, in particular the transactions contemplated herein, shall be borne by UM. 


  

	14.3	 UM shall pay at Completion all reasonable legal fees of the Warrantors up to a maximum amount agreed in writing
by UM and the Warrantors. 


  

	15.	 CUMULATIVE REMEDIES 



The rights, powers, privileges and remedies conferred upon the Parties in this Agreement are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law. 
  

	16.	 WAIVER 



The express or implied waiver by any Party of any of its rights or remedies arising under this Agreement or by law shall not constitute a
continuing waiver of the right or remedy waived or a waiver of any other right or remedy. 
  

	17.	 ENTIRE AGREEMENT 



 

	17.1	 This Agreement (including all the Schedules thereto) and the other Transaction Documents supersede and
extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between any or all of the Parties in relation to the subject matter of this Agreement,
including the proposal letter between UM and the Company dated 4 November 2020. 


  

	17.2	 Each of the Parties acknowledges and agrees that it has not entered into this Agreement and will not enter into
the Transaction Documents in reliance on any statement or representation of any Person (whether a Party or not) other than as expressly incorporated in this Agreement and/or any other Transaction Document. 



 

	17.3	 Without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally waives
any right or remedy it may have to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any Person (whether Party or not) and upon which it has relied
in entering into this Agreement. 


  

	17.4	 Each of the Parties acknowledges and agrees that the only cause of action available to it under the terms of
this Agreement and the documents referred to or incorporated in this Agreement in respect of a Claim or in respect of a Fundamental Warranty Claim against UM shall be for breach of contract. 



 

	17.5	 Save as set out in clause 17.4 above, each of the Parties acknowledges and agrees that damages alone may not be
an adequate remedy for the breach of any of the undertakings or obligations as set out in this Agreement. Accordingly, without prejudice to any other rights and remedies the Parties may have, the Parties shall be entitled to seek the remedies of
injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement. 















	17.6	 Nothing contained in this Agreement or in any other document referred to or incorporated in it shall be read or
construed as excluding any liability or remedy as a result of fraud, dishonesty or deliberate concealment. 


  

	18.	 VARIATION 



Any variation of this Agreement is valid only if it is in writing (unless a stricter form (e.g. notarization) is required by law) and
signed by UM, the Company and a Sellers’ Majority. 
  

	19.	 NO PARTNERSHIP 



Nothing in this Agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the Parties.

  

	20.	 ASSIGNMENT AND TRANSFER 



 

	20.1	 Except as permitted by this clause 20, unless explicitly agreed in writing by UM, neither the Company nor any
Seller shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it. 



 

	20.2	 UM may assign its rights and obligations under this Agreement to, and it may be enforced by, any Permitted
Assignee as if it were UM under this Agreement. Any Permitted Assignee to whom an assignment is made in accordance with the provisions of this clause 20.2 may itself make an assignment as if it were UM under this clause 20.2. For the purposes of
this clause 20.2, a “Permitted Assignee“ means each and any of UM’s subsidiaries from time to time. 


  

	20.3	 Notwithstanding clause 20.2, no assignment by UM or a Permitted Assignee shall increase the liability of any
Seller to any Person by reference to the liability that any such Seller would otherwise have had the relevant assignment not taken place. 


  

	21.	 RIGHTS OF THIRD PARTIES 



 

	21.1	 Subject to clause 21.2, this Agreement does not confer any rights on any person or party (other than the
Parties) pursuant to the Contracts (Rights of Third Parties) Act 1999 of England and Wales. 


  

	21.2	 The general partner of a Seller or the management company authorised from time to time to act on behalf of that
Seller or another person or persons nominated by that Seller, shall be entitled to enforce all of the rights and benefits under this Agreement at all times as if a Party. 



 

	22.	 [Intentionally left blank] 



 

	23.	 NOTICES 


  

	23.1	 To be valid, any communication and/or information to be given in connection with this Agreement must be in
writing in English and either be delivered by hand or sent by first class post, email or other electronic form: 


  

	 	(a)	 to any body corporate which is a Party at its registered office; or 



 

	 	(b)	 to any Seller the address of that Seller set out in column (2) of Schedule 1, 



or in each such case such other address as the recipient may notify to the other Parties for such purpose in accordance with this clause 23.

  

	23.2	 A communication sent according to clause 23.1 shall be deemed to have been received: 















	 	(a)	 if delivered by hand, at the time of delivery; 



 

	 	(b)	 if sent by pre-paid first class post, on the second day after posting;
or 


  

	 	(c)	 if sent by email or other electronic form, at the time of completion of transmission by the sender,



 except that if a communication is received between 17:30 on a Business Day and 09:30 on the next Business Day, it shall
be deemed to have been received at 09:30 on the second of such Business Days. 
  

	24.	 SEVERANCE 


  

	24.1	 If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent
authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired. 


  

	24.2	 If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if
some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable. If such adjustment requires written or notarial form the Parties are obliged to agree on such
provision in proper form. 


  

	25.	 GOVERNING LAW 



This Agreement (and any dispute or claim relating to it or its subject matter (including non-contractual claims)) is governed by and is to be
construed in accordance with English law. 
  

	26.	 JURISDICTION 



The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or issue
(including non-contractual claims) which may arise out of or in connection with this Agreement. 

[Intentionally left blank, the schedules and signature pages follow.] 












 SCHEDULE 1 : SELLERS 

 

											
	 (1) 

Seller
	  	(2)
Address	  	(3)
Email Address	  	(4) 
Serial nos. of
Contribution Shares
(total number of
Contribution
Shares)	  	(5)
Number of UM
Shares	  	(6)
Maximum
Aggregate Liability
(€)
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]














											
		  		  		  	[####]	  		  	
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]













 SCHEDULE 2 : COMPLETION OBLIGATIONS 

 

	1.	 PRE-COMPLETION OBLIGATIONS 



Prior to Completion: 
  

	 	(a)	 the Parties shall (acting reasonably and in good faith) agree the agreed form versions of the Transaction
Documents; 


  

	 	(b)	 the Company and UM shall (acting reasonably and in good faith) finalise the VSOP Arrangements of the respective
option holders under the virtual option plan of the Company dated 1 August 2019; and 


  

	 	(c)	 the UM Resolutions shall be passed by the relevant members of UM. 



 

	2.	 AT COMPLETION 



At Completion: 
  

	 	(a)	 a shareholders’ meeting of the Company shall be held with all shareholders being present or duly
represented, and the Sellers shall — waiving all requirements as to form and notice periods for convocation — resolve unanimously and with all votes upon: 



 

	 	(i)	 the approval of the Contribution, the execution of this Agreement and the other Transaction Documents and the
implementation of the transactions contemplated hereunder and thereunder; 


  

	 	(ii)	 the Sellers waiving their pre-emption rights (Vorkaufsrechte)
with respect to the Contribution Shares existing under Company’s Constitution or the shareholders’ agreement relating to the Company dated 13 March 2019 (Agreement no. 23/2019 of the notary public Dr. Karsten
Müller-Eising, Frankfurt am Main) as amended from time to time; 


  

	 	(iii)	 the adoption of the New Articles; and 



 

	 	(iv)	 the revocation of the existing advisory board members of the Company; 



 

	 	(b)	 each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;



  

	 	(c)	 each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;



  

	 	(d)	 the Parties shall execute the Share Transfer Agreement for the in rem transfer of the Contribution
Shares to UM substantially in the form as attached hereto as Schedule 4 in front of a notary public and the Sellers shall instruct the notary to immediately submit an amended shareholder’s list of the Company to the competent commercial
register showing UM as sole shareholder of the Company; 


  

	 	(e)	 a meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the
meeting (or written resolutions of the Board shall be entered into by each director) pursuant to which UM shall: 


  

	 	(i)	 ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote
on each; 


  

	 	(ii)	 ratify the terms of and entry into this Agreement and the Disclosure Letter; 















	 	(v)	 approve the terms of and entry into this Agreement and each of the documents to be entered into by UM which are
referred to herein as being in the agreed form; 


  

	 	(iii)	 issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column
(5) of the table in Schedule 1, and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);



  

	 	(iv)	 execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its
name in column (5) of the table in Schedule 1; and 


  

	 	(vi)	 pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;



  

	 	(f)	 each Preference Seller shall enter into and deliver the UM Shareholders’ Agreement to each of the parties
to the UM Shareholders’ Agreement; 


  

	 	(g)	 the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that
each New Director shall sign and deliver the same to the Company; 


  

	 	(h)	 UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM
Shares pursuant to this Agreement; and 


  

	 	(i)	 all necessary tax filings and elections shall be made. 














 SCHEDULE 3 : WARRANTIES 

 

	1.	 Definitions 



For the purposes of this Schedule: 
  

			
	409 A Plan	  	means a nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the Code, as amended and the guidance thereunder) under which the Company or any of its Subsidiaries makes, is obligated to
make or promises to make, payments;
		
	Accounts	  	means the financial statements of the Company for the twelve (12) month period ended on the Accounts Date in the agreed form, consisting of an unaudited balance sheet of the Company as at the Accounts Date and the notes
thereto;
		
	Accounts Date	  	means 31 December 2019;
		
	Code	  	means the Internal Revenue Code of 1986 of the United States of America, as amended;
		
	Data Protection Legislation	  	means the Data Protection Act 2018 of the United Kingdom, the General Data Protection Regulation 2016/679 of the European Union, the Privacy and Electronic Communications Directive 2002/58/EC (as amended), the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (as amended), the Regulation of Investigatory Powers Act 2000 of the United Kingdom, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 of the United
Kingdom and all applicable laws and regulations relating to processing of personal data, including where applicable the guidance and codes issued by the Information Commissioner or other appropriate supervisory authority;
		
	Data Protection Principles	  	has the same meaning as the term “Data Protection Principles” under the Data Protection Legislation;
		
	Disclosure Bundle DPA	  	 has the meaning as set out in the Disclosure Letter;

means the Defense Product Act of 1950 of the United States of America, as amended;

		
	Employee	  	means an individual who is employed by, or who provides consultancy services to, the Company or any Group Company;
		
	FDA	  	means the U.S. Food and Drug Administration;
		
	FDA Application Integrity Policy	  	means the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991);
		
	Grant Funding	  	means any funding or other aid or assistance from any central, state or local government body or authority, any statutory undertaking, any other public body or authority, or any other body funded by public
money;














			
	Information Commissioner Intellectual Property	  	has the meaning as set out in the Data Protection Legislation; means copyrights, trade and service marks, including the trade marks, trade names, rights in logos and get-up, inventions,
confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all
rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for
registration in respect of any of the same;
		
	ITEPA	  	means the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom;
		
	Management Accounts	  	means the management accounts of the Company for the period starting on Accounts Date and ending on the Management Accounts Date, in the agreed form;
		
	Management Accounts Date	  	means 30 November 2020;
		
	Personal Data	  	has the same meaning as the term ‘ personal data” under the Data Protection Legislation;
		
	Properties	  	means, in respect of the Company or a Subsidiary, the properties set out in the Disclosure Letter;
		
	Securities Act	  	means the United States Securities Act of 1933, as amended;
		
	Social Obligations	  	means:
		
		  	 (a)   any common or statutory law, regulation, directive, code of practice or
other law in any jurisdiction relating to (i) the relationship between any Group Company and its employees (and/or Workers), any potential employee (and/or Worker) and/or any trade unions and/or (ii) the health and safety of its employees;
and

		
		  	 (b)   any agreements or arrangements between any Group Company and its employees
and/or any trade union or other organisation which represents some or all of its employees;

		
	VAT	  	means value added tax chargeable under the VATA or under any legislation replacing it or under any legislation which the VATA replaced and further means value added tax at the rate in force when the relevant supply is made and any
tax of a similar nature which is introduced in substitution for such value added tax;
		
	VATA	  	means the Value Added Tax Act 1994 of the United Kingdom; and
		
	Workers	  	has the meaning set out in Chapter 8, section 88(3) of the Pensions Act 2008 of the United Kingdom.

  

	2.	 Share capital and authority 



 

	2.1	 All of the shares set out in column 4 of the table in Schedule 1 are fully paid and comprise the entire issued
share capital of the Company. None of the share capital of the Company is under option or subject to any Encumbrance or other third party right (including rights of pre-emption), no options, warrants or other
rights to subscribe for new shares in the Company have been granted or agreed to, and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. All issued share capital of the Company
has been duly authorised and issued in compliance with applicable securities law. 















	2.2	 The execution and delivery by the Company of this Agreement and the documents referred to in it, and
performance of its obligations and compliance with their respective terms, shall not breach, conflict with or constitute a default under (with or without notice or lapse of time, or both), or give rise to a right of notice or termination,
cancellation, modification or acceleration of any right or obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any Encumbrance on the Company’s assets
pursuant to, the Company’s articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other
restriction applicable to any Warrantor. The Disclosure Letter sets out and describes all necessary consents, waivers and approvals of parties to any contracts to which the Company is a party or by which the Company’s properties or assets may
be bound as are required thereunder in connection with the transactions contemplated hereby, or for any such contract to remain in full force and effect without limitation, modification or alteration after Completion so as to preserve all rights of,
and benefits to, the Company under such contracts from and after Completion. Except as set out and described in the Disclosure Letter, following Completion, the Company will continue to be permitted to exercise all of its rights under all contracts
to which the Company is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which they would otherwise be required to pay pursuant to the terms of such contracts had the transactions
contemplated hereunder not occurred. No consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company
in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the New Articles, which will have been filed as of Completion, and (ii) filings pursuant to applicable securities laws,
which have been made or will be made in a timely manner. 


  

	2.3	 Except as set forth in the New Articles, the Company has no obligation (contingent or otherwise) to purchase or
redeem any of its share capital. 


  

	2.4	 The Company believes in good faith that any 409A Plan complies in all material respects, in both form and
operation, with the requirements of Section 409 A of the Code and the guidance thereunder. To the knowledge of the Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the
Code. 


  

	2.5	 Except as provided in the Existing Agreements, the Company is not under any obligation to register under the
Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Existing Agreements, no
shareholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company. 


  

	3.	 Information 


  

	3.1	 The information contained or referred to in the Schedule 1 is true, complete and accurate and not misleading.



  

	4.	 Business Plan 



 

	4.1	 The Business Plan has been diligently prepared and each of the Warrantors, believes that, as at the date of
this Agreement, it represents a realistic plan in relation to the future progress, expansion and development of the Business. 


  

	4.2	 All factual information contained in the Business Plan was when given and is at the date of this agreement
true, complete and accurate in all material respects and not misleading. 


  

	4.3	 The financial forecasts, projections or estimates contained in the Business Plan have been ” diligently
prepared, are fair, valid and reasonable nor have they been disproved in the light of any events or circumstances which have arisen subsequent to the preparation of the Business Plan up to the date of this Agreement. 















	4.4	 The assumptions upon which the Business Plan has been prepared have been carefully considered and are honestly
believed to be reasonable, having regard to the information available and to the market conditions prevailing at the time of their preparation. 


  

	4.5	 Each statement of opinion in the Business Plan is believed by each of the Warrantors to be fair and reasonable,
accurately to represent the opinion held by him and not to be misleading. 


  

	4.6	 So far as the Warrantors are aware, all matters within management control which could materially and adversely
affect the achievement of the financial forecasts in the Business Plan (other than general economic factors) are referred to in the Business Plan and have been taken into account in the preparation of such forecasts. 



 

	5.	 Accounts 


  

	5.1	 The Accounts have been prepared in accordance with accounting principles, standards and practices which are
generally accepted in the applicable jurisdiction in which such Accounts were prepared and on the same basis and in accordance with the same accounting policies as the corresponding accounts for the preceding three financial years, comply with the
requirements of applicable law and give a true and fair view of the state of affairs of the Company at the Accounts Date and of the profits and losses for the period concerned. UM has been provided with a complete copy of the Accounts.



  

	5.2	 The Accounts make proper provision or reserve for or, in the case of actual liabilities, properly disclose,
note or take into account as at the Accounts Date: 


  

	 	(a)	 all liabilities whether actual contingent or disputed; 



 

	 	(b)	 all capital commitments whether actual or contingent; 



 

	 	(c)	 all bad and doubtful debts; and 



 

	 	(d)	 all Taxation. 


  

	5.3	 The profits (or losses) shown in the Accounts have not to a material extent been affected (except as disclosed
therein) by any extraordinary or exceptional event or circumstance or by any other factor rendering such profits unusually high or low. 


  

	6.	 Management Accounts 



 

	6.1	 The Management Accounts: 



 

	 	(a)	 have been prepared in accordance with good accounting practice on a basis consistent with that upon which the
management accounts of the Company for the period to the Accounts Date were prepared; 


  

	 	(b)	 reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its
results for the period covered by the Management Accounts; and 


  

	 	(c)	 are not inaccurate or misleading in any material respect. 



 

	6.2	 UM has been provided with a complete copy of the Management Accounts. 















	7.	 Events since the Accounts Date 



Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the
Contributions): 
  

	 	(a)	 its business has been carried on in the ordinary course and so as to maintain the same as a going concern;



  

	 	(b)	 it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other
than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); 


  


	 	(c)	 no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan
capital or other debenture; 


  

	 	(d)	 no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its
employees who are in receipt of remuneration in excess of £75,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; 



 

	 	(e)	 it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers
under agreed loan facilities); 


  

	 	(f)	 there has not been any material deterioration in the financial position or prospects of the Business (whether
in consequence of normal trading or otherwise); 


  

	 	(g)	 neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book,
expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; 


  

	 	(h)	 no part of the Business has been affected to a material extent by the loss of any important customer, or of any
source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; 



 

	 	(i)	 no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which
would entitle any employee to claim that he has been constructively dismissed; 


  

	 	(j)	 no resignation or termination of employment of any officer or key employee of the Company;



  

	 	(k)	 no material change to a material contract or agreement by which the Company or any of its assets is bound or
subject; and 


  

	 	(l)	 there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than
those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company. 



 

	8.	 Taxation 


  

	8.1	 The Company has duly and punctually made all returns and given or delivered all notices, accounts and
information which ought to have been made to and is not and has not been involved in any dispute with any Tax Authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of it to Taxation and the
Warrantors are not aware of any matter which may lead to such dispute. 


  

	8.2	 The Company has duly paid or fully provided for all Taxation (including deferred tax) for which it is liable
and there are no circumstances in which interest or penalties in respect of Taxation not duly paid could be charged against it in respect of any period prior to Completion. 















	8.3	 All Taxation due in respect of payments made by the Company to any person, which ought to have been made under
deduction or reduction of Taxation, has been properly deducted and accounted for to the appropriate Tax Authority from all such payments made. 


  

	8.4	 All documents to which the Company is a party or which form part of the Company’s title to any asset owned
or possessed by it or which the Company may need to enforce or produce in evidence in the courts of the United Kingdom have been duly stamped and (where appropriate) adjudicated. 



 

	8.5	 No claim has been received by the Company from a jurisdiction in which tax returns have not been filed by the
Company that the Company is or may be subject to taxation by such jurisdiction. 


  

	8.6	 The Company has not agreed to any waiver of any statute of limitations in respect of Taxes or has agreed to, or
is subject to, any extension of time with respect to a Tax assessment or deficiency. 


  

	8.7	 The Company has not ever been a member of an affiliated, consolidated, combined, unitary or aggregate group or
filed any tax return as a member of such group (other than with respect to the combined, consolidated, affiliated or unitary group for Tax purposes for which the Company is the common parent). 



 

	8.8	 The Company does not have any liability for Taxes of any other Person (i) as a result of having been a
member of an affiliated, consolidated, combined, unitary or aggregate group, (ii) under any Tax sharing, allocation, indemnification or similar agreement or (iii) as a transferee or successor or as a result of contractual obligations.



  

	8.9	 The Company has complied in all material respects with applicable transfer pricing laws, has prepared all
necessary transfer pricing documentation as required by Applicable Law and filed all applicable tax returns with respect thereto. 


  

	8.10	 The taxable year of the Company is, and always has been, the calendar year ending December



  

	31.	 The Company and each of its Subsidiaries is, and always has been, an accrual method taxpayer.



  

	8.11	 The Company is not the beneficiary of any Tax exemption, Tax holiday or other Tax reduction agreement or order.



  

	8.12	 The Company has never requested or received a ruling from any Tax authority or signed a closing or other
agreement with any Tax authority. 


  

	8.13	 The Company does not have and has never had any interest in any partnership, limited liability company or other
arrangement classified as a partnership for income tax purposes. 


  

	8.14	 No directors, officers or employees of the Company have received any securities, interests in securities or
securities options as defined in Part 7 of ITEPA. 


  

	8.15	 No directors, employees or officers of the Company have received any securities or interests in securities in a
form which is or could be treated as a “readily convertible asset” as defined in section 702 of ITEPA. 


  

	8.16	 All directors, officers or employees of the Company who have received any securities or interests in securities
falling within Chapter 2 of Part 7 of ITEPA have entered into elections jointly with the Company under section 431(1) of ITEPA within the statutory time limit and a list of any such directors, officers or employees and the elections entered into is
included in the Disclosure Bundle. To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals who have acquired Ordinary Shares that are or were subject to
vesting upon the grant thereof by the Company. 















	8.17	 The Company is a close company as defined in section 439 of the CTA 2010 and is not and has never been a close
investment-holding company as defined in section 34 of the CTA 2010. 


  

	8.18	 No distribution within section 1064 of the CTA 2010 has been made by the Company and no loan or advance within
sections 455, 459 and 460 of the CTA 2010 has been made (and remains outstanding) or agreed to, by the Company, and the Company has not, since the Accounts Date, released or written off the whole or part of the debt in respect of any such loan or
advance. 


  

	8.19	 All acquisitions or disposals of assets by the Company and all supplies of services by and to the Company have
occurred at arm’s length between unconnected persons and for a consideration in cash at market value. 


  

	8.20	 The Company is registered for the purposes of the VATA (and has not at any time been treated as a member of a
group of companies for such purpose). The Company has complied with all statutory provisions, regulations and notices relating to VAT and has duly and punctually accounted for and/or paid HMRC all amounts of VAT which it ought to have so accounted
for and/or paid. 


  

	9.	 Litigation 


  

	9.1	 Neither the Company nor, so far as the Warrantors are aware, any person for whose acts and defaults it may be
vicariously liable, is at present engaged whether as claimant, defendant or otherwise in any legal action, proceeding or arbitration which is either in progress or is threatened or, so far as the Warrantors are aware, is pending (other than as
claimant in the collection of debts arising in the ordinary course of the business carried on by it none of which exceeds £10,000 and which do not exceed £100,000 in aggregate) or is being prosecuted for any criminal offence and no
governmental, regulatory or official investigation or inquiry concerning the Company is threatened or in progress or so far as the Warrantors are aware, pending. 



 

	9.2	 There is no legal action, proceeding or arbitration currently threatened, so far as the Warrantors are aware,
that questions the validity of this Agreement or that would reasonably be expected to have, either individually or in the aggregate, a material adverse change in the financial or trading position of the Company. 



 

	9.3	 There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to
initiate. 


  

	9.4	 There are no circumstances known to any of the Warrantors likely to lead to any such claim or legal action,
proceeding or arbitration, prosecution, investigation or inquiry. 


  

	9.5	 Neither the Company nor any of the Key Persons nor, so far as the Warrantors are aware, any person acting for
or on behalf of the Company is being prosecuted for an offence, nor are they or have they been the subject of any investigation, or inquiry by, or on behalf of, any governmental, administrative or regulatory authority, in respect of any offence or
alleged offence, under the Bribery Act 2010 of the United Kingdom or under applicable anti-corruption laws or regulations of any other jurisdiction, and there are no circumstances known to any of the Warrantors likely to give rise to any such
prosecution, investigation or inquiry. 


  

	10.	 Properties 


  

	10.1	 The Properties (and the interest held by the Company) are identified in the Disclosure Letter and they are the
only properties in which the Company has an interest or occupies. 


  

	10.2	 The details in the Disclosure Letter are entirely accurate and incorporate all adverse rights (including,
without limitation, charges, leases, contracts, title and planning restrictions and Encumbrances) affecting the Properties. 















	10.3	 The Company has duly complied with the obligations affecting the Properties and no termination notice has been
given (by the landlord or the tenant) in relation to any lease relating to any of the Properties. 


  

	10.4	 There are no outstanding liabilities (actual, anticipated or contingent) in relation to any of the Properties
(including, without limitation, outstanding rent reviews and future duties to reinstate alterations) or in relation to any property formerly owned or occupied by the Company. 



 

	10.5	 The Properties are fully insured and the Company has appropriate rights to ensure any damage by an insured risk
is reinstated. 


  

	11.	 Intellectual Property 



 

	11.1	 The Company has taken reasonable and appropriate steps for protection of all Intellectual Property and know-how used by it and the Company has not itself granted any rights to third parties in relation to any of its Intellectual Property. 



 

	11.2	 So far as the Warrantors are aware, neither (i) the use, commercialisation or development of any product
as presently contemplated by the Company, nor (ii) the manufacture of any product as presently manufactured or presently contemplated to be manufactured by or on behalf of the Company infringes any Intellectual Property right of any third party
and the Warrantors are not aware of any claims or applications for registration of Intellectual Property which might be material for disclosure to UM as the acquirer of the Company. 



 

	11.3	 So far as the Warrantors are aware, all Intellectual Property, which is or is likely to be material to the
business of the Company: 


  

	 	(a)	 is (or in the case of applications will be) legally and beneficially vested exclusively in the Company; or



  

	 	(b)	 is licensed to the Company by third parties by way of an agreement and/or licence which enable the Company to
use the Intellectual Property as it requires in the ordinary course of its business. 


  

	11.4	 Details of all licences (true, current and complete copies of each of which are included in the Disclosure
Bundle) entered into by the Company in relation to Intellectual Property, and in respect of which the Company is a licensor, licensee or otherwise a party, are set out in the Disclosure Letter. 



 

	11.5	 So far as the Warrantors are aware, no Intellectual Property in which the Company has any interest and which
is, or is likely to be, material to the business of the Company is: 


  

	 	(a)	 being (or has been) infringed, misappropriated or used without permission by any other person; or



  

	 	(b)	 subject to any licence, estoppel or authority or similar right in favour of any other person, except as set out
in the agreements listed in the Disclosure Letter. 


  

	11.6	 All Intellectual Property which is registered in the name of the Company, or in respect of which the Company
has made application for registration, is: 


  

	 	(a)	 listed and briefly described in the Disclosure Letter; 



 

	 	(b)	 legally and beneficially vested in the Company; and 



 

	 	(c)	 so far as the Warrantors are aware, valid and enforceable and not subject to any claims of opposition from any
third party. 















	11.7	 All renewal fees in respect of the Intellectual Property registered by the Company have been duly paid, and all
other steps required for the maintenance and protection of such registered Intellectual Property have been taken, in any jurisdiction in which they are registered. 



 

	11.8	 Nothing has been done or omitted to be done whereby any of the Intellectual Property owned or used by the
Company have ceased or might cease to be valid and enforceable or whereby any person is or will be able to seek cancellation, rectification or any other modification of any registration of any such Intellectual Property. 



 

	11.9	 No other person has registered or applied to register in any country any invention, topography, copyright work,
design, trade or service mark or name, trade secret or know-how or other Intellectual Property made, or claimed to be owned, by the Company. 



 

	11.10	 All licences, agreements and arrangements entered into by the Company in respect of which the Company is a
licensor, a licensee or otherwise a party have been entered into in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any of them and no amendment made or accepted to their terms
since they were first entered into; and, so far as the Warrantors are aware, the obligations of all parties under each of the same have been fully complied with and no disputes exist or are anticipated in respect of any of them.



  

	11.11	 The Company has not knowingly disclosed or permitted to be disclosed to any person (other than to UM and to its
agents, employees or professional advisers) any of its know-how, trade secrets, confidential information or lists of customers or suppliers other than where the recipient is subject to an obligation owed to
the Company to keep any such information confidential pursuant to a confidentiality agreement or similar. 


  

	11.12	 Each employee has assigned to the Company all intellectual property rights he or she owns that are related to
the Company’s business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its
employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the Company’s business as then conducted or as then
proposed to be conducted, (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for the
Company. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees (or Persons it currently intends to hire) made prior to their employment by the Company, including prior employees or consultants, or
academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. 


  

	12.	 Assets, debts and stock 



 

	12.1	 None of the book debts included in the Accounts, the Management Accounts or which have subsequently arisen have
been outstanding for more than two months from their due dates for payment and all such debts have realised or will realise in the normal course of collection their full value save as provided in the Accounts, the Management Accounts or in the books
of the Company. 


  

	12.2	 The Company has not granted any security over any part of its undertaking or assets. 



 

	12.3	 All assets used by and all debts due to the Company or which have otherwise been represented as being its
property or due to it or used or held for the purposes of its business are at the date of Completion its absolute property and none is the subject of any Encumbrance (save in respect of liens arising in the normal course of trading) or the subject
of any factoring arrangement, hire-purchase, retention of title, conditional sale or credit sale agreement. 















	13.	 Contracts with connected persons 



 

	13.1	 There are no loans made by the Company to any of its directors, officers, employees or shareholders and/or any
person connected with any of them and no debts or liabilities owing by the Company to any of its directors, officers, employees or shareholders and/or any person connected with them as aforesaid other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. 



 

	13.2	 There are no existing contracts or arrangements to which the Company is a party and in which any of its
directors, officers, employees or shareholders and/or any person connected with any of them is interested. 


  

	13.3	 None of the Company’s directors, officers, employees or employees or shareholders and/or any person
connected with any of them have any direct or indirect ownership interest in any firm or corporation with which the Company is connected or with which the Company has a business relationship, or any firm or corporation which competes with the
Company except that directors, officers, employees or shareholders of the Company may own stock in (but not exceeding three percent (3%) of the outstanding share capital of) publicly traded companies that may compete with the Company.



  

	13.4	 There are no agreements between any of the Key Persons or between any of the Key Persons and the Company other
than this Agreement and the Existing Agreements. 


  

	13.5	 No Key Person nor any person connected with a Key Person owns any property used by the Company.



  

	14.	 Employment and consultancy arrangements 



 

	14.1	 Full details of all contracts of service or for services and other arrangements (including, without limitation,
compensation, length of service, details of notice periods, confidentiality obligations, intellectual property rights and obligations and all remuneration) of all officers, employees, workers and consultants of the Company (such contracts, the
“Employment Agreements”) are Disclosed. 


  

	14.2	 There are no agreements or other arrangements (binding or otherwise) or outstanding or anticipated claims or
disputes between the Company and any trade union or other body representing all or any of the employees of the Company. 


  

	14.3	 The Company does not owe any amount to, nor does it have any outstanding obligations in respect of, any of its
present or former directors, employees or shareholders other than remuneration accrued during the month in which this Agreement has been entered into. 


  

	14.4	 Save as Disclosed, there is not in existence nor is it proposed to introduce any share incentive, share option,
profit sharing, bonus or other incentive arrangements (the “Incentive Plans”) for or affecting any employees, consultants or former employees or former consultants. 



 

	14.5	 No gratuitous payment has been made or promised in connection with the actual or proposed termination or
suspension of employment or variation of any contract of employment or of any contract for services of any present or former director, employee, worker or consultant of the Company. 



 

	14.6	 No person has been or is employed by the Company who did not or does not have leave to enter or remain in the
United Kingdom or otherwise in breach of section 8 of the Asylum and Immigration Act 1996 of the United Kingdom or sections 15 to 21 (inclusive) of the Immigration, Asylum and Nationality Act 2006 of the United Kingdom (as applicable).



  

	14.7	 There are no agreements or arrangements (whether legally enforceable or not), employee benefit plans within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 of the United States of America, as amended (“ERISA”), deferred compensation arrangements, change in control plans, vacation plans, employee benefit plans
(the “Benefit Plans” and, collectively with the Employment Agreements and the Incentive Plans, the 















	 	
“Employee Plans”) in relation to which the Company has incurred, will incur or could incur any liability or responsibility for or in relation to the provision of any pensions,
allowances, lump sums gratuities or other like benefits on redundancy, retirement, withdrawal from service or on death or during periods of sickness or disablement or accident for or in respect of any director, or former director or employee or
former employee of the Company or any person who has at any time agreed to provide services to the Company or any dependants of any such persons and no proposals or announcements have been made about the introduction, continuance, variation of, or
payment of any contribution towards any such agreements or arrangements. 

  

	14.8	 There is no outstanding dispute or complaint in relation to the types of benefits described in warranty
statement 14.7 and there have been no communications with the Pensions Advisory Service, the Pensions Ombudsman, HMRC, and/or the Pensions Regulator in relation to such benefits. 



 

	14.9	 Neither the Company nor any person who is an “associate” of or “connected” with it (as such
terms apply in sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) has, at any time since 19 December 1996, contributed towards, participated in or had employees who participated in, an occupational pension scheme to which section
75 of the Pensions Act 1995 of the United Kingdom applies, has applied or can apply. 


  

	14.10	 No current or former employee or director of the Company has at any time since 30 August 1993 had his
contract of employment transferred during the present period of continuous employment as a result of a “relevant transfer” for the purposes of either the Transfer of Undertakings (Protection of Employment) Regulations 1981 of the United
Kingdom (before those Regulations were revoked) or the Transfer of Undertakings (Protection of Employment) Regulations 2006 where he had previously been a member of an occupational pension scheme that provided benefits available other than on old
age, invalidity or death. 


  

	14.11	 Each current and former employee, consultant and officer of the Company has executed an agreement with the
Company providing for customary confidentiality and proprietary information obligations or such provisions are otherwise included in their employment agreement with the Company(the “Confidential Information Agreements”). No current
or former Key Person has excluded works or inventions from his or her assignment of inventions pursuant to such Key Person’s Confidential Information Agreement. Each current and former Key Person is bound by restrictive covenants in a form
which provides suitable protection to the Company against competition and solicitation. The Warrantors are not aware that any Key Person or former Key Person is in violation of any agreement described in this paragraph 14.11. 



 

	14.12	 True, complete and correct copies of the Employee Plans and, with respect to the Benefit Plans, the following
documents, where applicable, have previously been delivered to UM: (i) all documents embodying or governing such Employee Plan (or for unwritten Employee Plans a written description of the material terms of such Employee Plan) and any funding
medium for the Employee Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description (or other
descriptions provided to employees) and all modifications thereto; (vi) the last three years of non-discrimination testing results; and (vii) all non-routine
correspondence to and from any governmental agency. 


  

	14.13	 Each Employee Plan is and has been established, operated, and administered in all material respects in
accordance with applicable laws and regulations and with its terms. 


  

	14.14	 Neither the execution and delivery of this Agreement, the shareholder approval of this Agreement, nor the
consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or
benefit to any employee, officer, director or other service provider of the Company or any of its ERISA Affiliates; (ii) further restrict any rights of the Company to amend or terminate any Employee Plan; (iii) result in any
“parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). 















	15.	 Statutory and legal requirements 



 

	15.1	 All statutory, municipal, governmental, court and other requirements applicable to the carrying on of the
business of the Company, the formation, continuance in existence, creation and issue of securities, management, property or operation of the Company have been complied with, and all permits, authorities, licences and consents have been obtained and
all conditions applicable thereto complied with and so far as the Warrantors are aware there are no circumstances which might lead to the suspension, alteration or cancellation of any such permits, authorities, licences or consents, nor is there any
agreement which materially restricts the fields within which the Company may carry on its business. Without limiting the foregoing: 


  

	 	(a)	 The Company possesses all permits, licenses, registrations, certificates, authorisations, orders and approvals
from the appropriate federal, state or foreign regulatory authorities necessary to conduct its business as now conducted, including all such permits, licenses, registrations, certificates, authorizations, orders and approvals required by any
agencies or bodies engaged in the regulation of drugs, pharmaceuticals, medical devices or biohazardous materials. The Company has not received any notice of proceedings relating to the suspension, modification, revocation or cancellation of any
such permit, license, registration, certificate, authorization, order or approval. Neither the Company nor, to the Company’s knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct that
has previously caused or would reasonably be expected to result in (i) disqualification or debarment by the FDA under 21 U.S.C. Sections 335(a) or (b), or any similar law, rule or regulation of any other governmental entities,
(ii) debarment, suspension, or exclusion under any federal healthcare programs or by the General Services Administration of the United States of America, or (iii) exclusion under 42 U.S.C.
Section 1320a-7 or any similar law, rule or regulation of any governmental entities. Neither the Company nor any of its officers, employees, or, to the Company’s knowledge, any of its contractors or
agents is the subject of any pending or threatened investigation by FDA pursuant to the FDA Application Integrity Policy and any amendments thereto, or by any other similar governmental entity pursuant to any similar policy. Neither the Company nor
any of its officers, employees, contractors, and agents has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or for any
similar governmental entity to invoke a similar policy. Neither the Company nor any of its officers, employees, or to the Company’s knowledge, any of its contractors or agents has made any materially false statements on, or material omissions
from, any notifications, applications, approvals, reports and other submissions to FDA or any similar governmental entity; 


  

	 	(b)	 The Company is and has been in compliance with all applicable laws administered or issued by the FDA or any
similar governmental entity, including the Federal Food, Drug, and Cosmetic Act of the United States of America and all other laws regarding developing, testing, manufacturing, marketing, distributing or promoting the products of the Company, or
complaint handling or adverse event reporting; and 


  

	 	(c)	 Neither the Company nor any of its directors, officers, employees or agents have, directly or indirectly, made,
offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the
“FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party
or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of
its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. Neither the Company nor any of its officers, directors or employees are the subject of any allegation, voluntary disclosure,
investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law. 















	15.2	 The Company has obtained all export licences required for all products, technology or services exported by or
on behalf of the Company to or from any part of the world. 


  

	15.3	 The Company has not committed and is not liable for any criminal, illegal, unlawful, ultra vires or
unauthorised act or breach of covenant, contract or statutory duty. 


  

	15.4	 No Key Person has: 


  

	 	(a)	 been convicted of a criminal offence (except any road traffic offence not punished by a custodial sentence);



  

	 	(b)	 been disqualified from being a company director; or 



 

	 	(c)	 given, or offered to give, a disqualification undertaking under section 1A of the Company Directors
Disqualification Act 1986 of the United Kingdom. 


  

	15.5	 No person, not being a director of the Company, has any actual or ostensible authority, whether under a power
of attorney, agency agreement or otherwise, to commit the Company to any obligation other than an obligation of a nature which it is usual for it to incur in the ordinary course of its business. 



 

	15.6	 In respect of any Personal Data processed by the Company, the Company: 



 

	 	(a)	 has made all necessary registrations and notifications of its particulars in accordance with the Data
Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom in which the Company operates; 


  

	 	(b)	 has complied with the Data Protection Legislation (including but not limited to the Data Protection Principles)
and any guidance notes or guidelines issued from time to time by the Information Commissioner (and any successor) and all other relevant authorities, or any similar applicable law in jurisdictions other than the United Kingdom for which the Company
operates; 


  

	 	(c)	 has not received any enforcement notice, information notice, special information notice, monetary penalty
notice or other notice, letter or complaint alleging a breach by it of any of the provisions of the Data Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom for which the Company operates or requesting
information as to its data protection policies or practices and no circumstances exist which may give rise to any of the above; 


  

	 	(d)	 has not awarded compensation to an individual under the Data Protection Legislation, or any similar applicable
law in jurisdictions other than the United Kingdom for which the Company operates no claim for such compensation is outstanding and so far as the Warrantors are aware there is no reason to believe that any circumstances exist which might lead to any
claim for compensation being made; 


  

	 	(e)	 is not the subject of any order made against it for the rectification, blocking, erasure or destruction of any
data under the Data Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom for which the Company operates, no application for such an order is outstanding and, so far as the Warrantors are aware there is
no reason to believe that any circumstances exist which might lead to any application for such an order being made; and 


  

	 	(f)	 has not received any warrant issued under the Data Protection Legislation authorising the Information
Commissioner or other relevant authorities to enter any premises of the Company. 















	15.7	 In respect of any Grant Funding provided to the Company full details of which are set out in the Disclosure
Letter: 


  

	 	(a)	 The Company has complied in all respects with the terms and conditions on which any Grant Funding has been
provided to the Company. 


  

	 	(b)	 The entry into this Agreement and the fulfilment of the Business Plan will not: 



 

	 	(i)	 breach any terms or conditions of any Grant Funding; and 



 

	 	(ii)	 alter or abrogate any rights of the Company under any Grant Funding. 



 

	 	(c)	 No Grant Funding will be terminated or be required to be repaid as a result of the entry into this Agreement or
the fulfilment of the Business Plan. 


  

	15.8	 The studies, tests, preclinical development and clinical trials, if any, conducted by or on behalf of the
Company are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional and scientific standards for products or product candidates comparable to those being developed
by the Company and all applicable laws and regulations. The descriptions of, protocols for, and data and other results of, the studies, tests, development and trials conducted by or on behalf of the Company that have been furnished or made available
to UM are accurate and complete. The Warrantors are not aware of any studies, tests, development or trials the results of which reasonably call into question the results of the studies, tests, development and trials conducted by or on behalf of the
Company, and the Company has not received any notices or correspondence from any relevant governmental entity or any institutional review board or comparable authority requiring the termination, suspension or material modification of any studies,
tests, preclinical development or clinical trials conducted by or on behalf of the Company. 


  

	16.	 Records and registers 



 

	16.1	 The records (including computer records), statutory books, registers, minute books and books of account of the
Company are duly entered up and maintained in accordance with all legal requirements applicable thereto and contain true, full and accurate records of all matters required to be dealt with therein and all such books and all records and documents
(including documents of title) which are its property are in its possession or under its control. 


  

	16.2	 All accounts, documents and returns required to be delivered or made to the Registrar of Companies have been
duly and correctly delivered or made. There has been no notice of any proceedings to rectify the register of members of the Company or the Company’s persons with significant control (“PSC”) register and there are no
circumstances which might lead to any application for rectification of the register of members or the PSC register. 


  

	17.	 Insurance 


  

	17.1	 The Disclosure Letter contains a summary of all insurance policies held by the Company. In respect of such
insurances: 


  

	 	(a)	 all premiums have been duly paid to date; 



 

	 	(b)	 all the policies are in full force and effect and are not voidable on account of any act, omission or non-disclosure on the part of the insured party nor could they be declared null and void or as a consequence of which any claim might be rejected; and 



 

	 	(c)	 there are no circumstances which would or might give rise to any claim and no insurance claim is outstanding.



  

	17.2	 The Company has all insurance policies that would be reasonable and customary for companies like the Company,
with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed. 















	18.	 Group structure 



 

	18.1	 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any
shares, securities or other interest in any company or other person. 


  

	19.	 Agreements and capital commitments 



 

	19.1	 The Company: 


  

	 	(a)	 has no material capital commitments; 



 

	 	(b)	 is not a party to any contract, arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of an unusual, onerous or long-term nature or which involves or could involve a material obligation or liability, including any contract, arrangement or commitment that includes milestone-based payments or royalties;



  

	 	(c)	 has not become bound and no person has become entitled (or with the giving of notice and/or the issue of a
certificate and/or the passage of time or otherwise may become entitled) to require it to repay any loan capital or other debenture, redeemable preference share capital, borrowed money or grant made to it by any governmental or other authority or
person prior to the stipulated due date; 


  

	 	(d)	 is not a party to any agreement which is or may become terminable as a result of the entry into or completion
of this Agreement; 


  

	 	(e)	 is not bound by any guarantee or contract of indemnity or suretyship under which any liability or contingent
liability is outstanding; 


  

	 	(f)	 has not entered into any agreement which requires or may require, or confers any right to require, the sale
(whether for cash or otherwise) or the transfer by it of any asset; 


  

	 	(g)	 is not a party to any joint venture, consortium, partnership, unincorporated association or profit sharing
arrangement or agreement; 


  

	 	(h)	 is not a party to or enjoys the benefit of any agreement requiring registration or notification under or by
virtue of any statute; 


  

	 	(i)	 is not a party to any contract that contains any non-competition or
similar obligations binding the Company or that otherwise prohibits the Company from entering into any line of business; 


  

	 	(j)	 is not a party to any contract in which the Company has granted exclusive marketing or distribution rights
relating to any products or territory; 


  

	 	(k)	 is not a party to any contract with any governmental authority or any academic institution;



  

	 	(l)	 is not a party to any manufacturing agreement; or 



 

	 	(m)	 is not in default of any agreement or arrangement to which it is a party which would enable the other party to
such agreement or arrangement to terminate or would give rise to material liability for the Company. 


  

	19.2	 The Company has not been and is not a party to any contract or arrangements binding upon it for the purchase or
sale of property or the supply of goods or services at a price different to that reasonably obtainable on an arm’s length basis. 















	20.	 Borrowings and facilities 



Full details of all limits on the Company’s bank overdraft facilities and all borrowings of the Company are set out in the Disclosure
Letter and the Company is not in breach of any of their terms and none of such facilities or terms of borrowing will be terminated as a result of the entry into of this Agreement. 

 

	21.	 Social obligations 



 

	21.1	 So far as the Warrantors are aware, the Company has during the three years ending on the date of this Agreement
complied with all its Social Obligations and it continues to do so. 


  

	21.2	 No person has in the last 12 months notified the Company of any alleged breach of its Social Obligations.



  

	22.	 Brokers’ and finders’ fees 



 

	22.1	 Neither the Company nor any of the Shareholders have incurred, nor will incur, directly or indirectly, any
liability for brokerage or finders‘ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement or the transactions contemplated hereby, nor will UM
or its Subsidiaries (prior to or following Completion) incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Company or any of the Shareholders. 



* * * * * 












 The Notary public informed the persons appearing as follows: 

 

	 	•	 	 The agreement notarised in this Deed is subject to English law. The Notary informed that persons appearing that
she is only familiar with German law and recommends involving English lawyers for legal advice. The persons appearing confined that on both sides English legal professionals advised the parties and drafted the agreement contained in this Deed. The
persons appearing requested to finalise the notarisation. 


  

	 	•	 	 All contractual agreements in connection with this Deed (“miteinander stehen und fallen”) are to
be notarized and side agreements outside of this Deed may entail the invalidity of the side agreements and this Deed, whereupon the parties hereto declared that there are no such other contractual agreements. 



 

	 	•	 	 There is no bona fide creation nor acquisition nor ranking of shares (i.e., the purchaser is not protected if the
shares do not exist, have been previously transferred to a third party, or have been previously encumbered for the benefit of a third party) if not otherwise provided for in sec. 16 para. 3 German Limited Liability Companies Act (GmbHG).



  

	 	•	 	 The parties hereto are, by operation of law, jointly and severally liable with respect to the payment of all
notarial fees, irrespective of any internal agreement passed in that respect. 


  

	 	•	 	 A Notary is obliged to verify the power of representation of the persons appearing and to examine the documents
presented with respect to a proof of such powers. After review and discussion of the documentation presented on the day hereof ( in particular missing originals or notarization of the provided power of attorneys and verification of the
representation of foreign companies), the persons appearing declared that they did not wish any further proof of their power of representation and requested the Notary to continue with the notarization. 



 

	 	•	 	 that the Notary has not advised on tax matters and recommends involving a third party for any tax advice. The
person appearing confirmed that tax advisers have been involved prior to the notarisation of this Agreement 


 * * * 












 This Deed was read aloud by the Notary to the persons appearing in the English and where
referred to in the German language, approved in its entirety by the persons appearing and signed by the persons appearing and the Notary in their own hands as follows: 
  





 












 Deed Roll No.42/20201 M 

 
 



 
 Recorded 

22 January 2021 
 at
Frankfurt am Main 
 before the undersigning Notary 

Dr Christiane Mühe 

with her offices at 
 Frankfurt am
Main, Germany, 
 appeared today 
  

	 	1.	 [####], not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and without
any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 


 [####], and













 PearlRiver Bio GmbH, being registered with the commercial register
(Han-delsregister) of the local court (Amtsgericht) of Dortmund under HRB 30673, having its registered seat at Dortmund, Germany, and business address at Otto-Hahn-Straße 15, 44227 Dortmund; and 

[####]; and 
 [####] and 

[####]; and 
 [####] orms; and

 [####]; and 
  

	 	2.	 [####], not acting in her own name, but without power of attorney (vollmacht-loser Vertreter) and
without any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 



United Medicines Biopharma Limited, being registered with the Companies House of the United Kingdom under company No. 12973576,
having its registered seat at Cambridge, United Kingdom, and business address at The Dorothy Hodg-kin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH; and 

 

	 	3.	 [####], not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and without
any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 


 [####] 













	 	4.	 [####] not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and without
any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 


 [####] d.

 The persons appearing are personally known to the Notary. 

The persons appearing requested the notarization of the following agreement contained in this Deed in the English language and where referred to in the German
language. The Notary, who has a good and sufficient command of the German and English language, confirmed that the persons appearing also have a good and sufficient command of the German and English language. The parties were advised by the Notary
of their right to be provided with a written translation of this Deed to be attached hereto, but expressly waived any such right. 
 Upon enquiry, it was
concluded by all parties that no prior involvement of the Notary exists within the meaning of Section 3 para. 1 no. 7 German Notarization Act (Beurkun-dungsgesetz). The Notary advised the person appearing on their disclosure obligation
under the German Money Laundering Act (Geldwäschegesetz). They declared to act as described in this Deed and not for any third party. 
 The
notary informed that this Deed becomes only valid if all parties represented without power of attorney have provided to the Notary an approval of the declarations made on their behalf in this Deed. Acting with representatives without power of
attorney and with employees of the Notary was requested by the represented parties due to the current Corona situation. 












 The persons appearing then declared the following which they requested to be recorded in a notarial Deed:













 Dated 22 January 2021 

PEARLRIVER BIO GMBH 

AND 
 THE SELLERS

 AND 
 UNITED
MEDICINES BIOPHARMA LIMITED 
 AMENDMENT DEED NO .1 

relating to the 
 CONTRIBUTION
AGREEMENT 
 dated 31 December 2020 

  

					
	 	  	    	  	  
 



















 THIS AMENDMENT DEED NO.1 TO THE CONTRIBUTION AGREMENT (the or this “Amendment
Deed”) is made on 22 January 2021 
 BETWEEN: 
  

	(1)	 PEARLRIVER BIO GMBH a limited liability company incorporated in Germany, registered with the commercial
register of the local court of Dortmund under company number HRB 30673 and with its registered office at Otto-Hahn-Sir. 15, 44227 Dortmund, Germany (the “Company”); 



 

	(2)	 THE SELLERS whose names and addresses are set out in Schedule 1 (together the
“Sellers”, and each a “Seller”); and 


  

	(3)	 UNITED MEDICINES BIOPHARMA LIMITED, a private company limited by shares incorporated in England,
registered with the Companies House of the United Kingdom with company number 12973576 and with its registered office at The Dorothy Hodgkin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH (“UM”),



 (each a “Party” and together, the “Parties”). 

WHEREAS: 
  

	(A)	 The Parties executed a contribution agreement on 31 December 2020 (notarial deed no. 662/2020 M of the
notary public Dr. Christiane Mühe, Frankfurt am Main (with reference to the reference deed notarial deed no 661/2020 M of the notary public Dr. Christiane Mühe (“Reference Deed”)), the “Contribution
Agreement”. It is noted that the Contribution Agreement forms part of a wider restructuring transaction currently being undertaken by UM (the “Restructuring”). The original ( Urschrift) of the Contribution Agreement
and the Reference Deed was present at the today’s notarization and provided to the appearing persons for their review. After having been notified about § 13a German Notarization Act (Beurkundungsgesetz) the persons appearing confirm
that they are aware of the content of the Reference Deed, waived – also on behalf of the persons represented by them – their right to have the Contribution Agreement and the Reference Deed read loud again by the Notary, to attach them to
this Deed and to issue them (Mitausfertigung).  


  

	(B)	 The Parties wish to amend certain individual terms of the Contribution Agreement in order to (amongst other
matters) accommodate certain matters reflecting the progress of the transactions contemplated by the Contribution Agreement as a whole and to align the Contribution Agreement with the Restructuring. For the avoidance of doubt, this Amendment Deed
shall in no event be interpreted or deemed to constitute a restatement of the original Contribution Agreement in its entirety but shall only amend certain individual terms thereof on the terms set out below. 



 

	(C)	 The variations to the Contribution Agreement shall be given effect by entry into this Amendment Deed by the
Parties and the Contribution Agreement shall be amended in the form set out in this Amendment Deed and this shall be binding on all the Parties. 



IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



In this Amendment Deed capitalised terms used and not expressly defined herein shall bear their respective meaning in the Contribution
Agreement. 
  

	2.	 AMENDMENTS TO THE CONTRIBUTION AGREEMENT 



In order to give effect to the changes (amongst other matters) set out in paragraph (B) above, the Parties hereby agree that the
Contribution Agreement shall be amended as follows: 
  

	2.1	 The cover page shall be amended as apparent from Schedule 2-A.




  

					
	 	  	1	  	  
 




















	2.2	 The Table of Contents shall be amended as apparent from Schedule 2-A



  

	2.3	 A new paragraph (B) shall be added to the Preamble as apparent from Schedule 2-A 


  

	2.4	 Amendments to Section 1.1: 



 

	 	(a)	 The definition of Applicable Value shall be amended as apparent from Schedule
2-A 


  

	 	(b)	 The definition of Business Plan shall be amended as apparent from Schedule
2-A 


  

	 	(c)	 The definition of Capitalization Table shall be deleted. 



 

	 	(d)	 The definition of Claim shall be amended as apparent from Schedule 2-A



  

	 	(e)	 The definition of Conditions shall be amended as apparent from Schedule
2-A 


  

	 	(f)	 The definition of Disclosure Letter shall be amended as apparent from Schedule
2-A 


  

	 	(g)	 The definition of Framework Agreement shall be amended as apparent from Schedule
2-A. 


  

	 	(h)	 The definition of Fully Diluted Share Capital shall be amended as apparent from Schedule 2-A 


  

	 	(i)	 The definition of Incentivisation Agreement shall be amended as apparent from Schedule 2-A 


  

	 	(j)	 The definition of IPO shall be amended as apparent from Schedule 2-A



  

	 	(k)	 The definition of Longstop Date shall be amended as apparent from Schedule
2-A 


  

	 	(l)	 “Loss” shall be added as new defined term as apparent from Schedule 2-A 


  

	 	(m)	 The definition of Material Contract shall be amended as apparent from Schedule
2-A 


  

	 	(n)	 The definition of Portfolio Company Agreement shall be amended as apparent from Schedule 2-A 


  

	 	(o)	 “Resigning Directors” shall be added as new defined term as apparent from Schedule 2-A 


  

	 	(p)	 The definition of Share Transfer Agreement shall be amended as apparent from Schedule 2-A 


  

	 	(q)	 The definition of Taxation shall be amended as apparent from Schedule
2-A 


  

	 	(r)	 The definition of Transaction Documents shall be amended as apparent from Schedule 2-A 


  

	 	(s)	 The definition of UM Shareholders’ Agreement shall be amended as apparent from Schedule 2-A 


  

	 	(t)	 The definition of VSOP Arrangements shall be amended as apparent from Schedule
2-A 


  

	 	(u)	 The definition of Warranties shall be amended as apparent from Schedule
2-A 


  

	 	(v)	 The definition of Warrantors shall be amended as apparent from Schedule
2-A 



  

					
	 	  	2	  	  
 




















	 	(w)	 “Warranty Date” shall be added as new defined term as apparent from Schedule 2-A. 


  

	2.5	 Section 1.2(m) shall be amended as apparent from Schedule 2-A.



  

	2.6	 Section 1.3 shall be amended as apparent from Schedule 2-A.



  

	2.7	 Section 2.2 shall be amended as apparent from Schedule 2-A.



  

	2.8	 Section 2.3 shall be amended as apparent from Schedule 2-A.



  

	2.9	 Section 2.4 shall be amended as apparent from Schedule 2-A.



  

	2.10	 Section 3.1 shall be amended as apparent from Schedule 2-A.



  

	2.11	 A new Section 3.3 shall be added and the numbering of the following Sections shall be amended accordingly
as apparent from Schedule 2-A. 


  

	2.12	 (Former) Section 3.3 shall be amended as apparent from Schedule
2-A. 


  

	2.13	 A new Section 3.4 shall be added and the numbering of the following Sections shall be amended accordingly
as apparent from Schedule 2-A. 


  

	2.14	 (Former) Section 3.4 shall be amended as apparent from Schedule
2-A. 


  

	2.15	 The heading of Section 4 shall be amended as apparent from Schedule
2-A. 


  

	2.16	 Section 4.1 shall be amended as apparent from Schedule 2-A.



  

	2.17	 Section 4.2 shall be amended as apparent from Schedule 2-A.



  

	2.18	 Section 4.4 shall be amended as apparent from Schedule 2-A.



  

	2.19	 Section 4.6 shall be amended as apparent from Schedule 2-A.



  

	2.20	 The introductory sentence of Section 5.1 shall be amended as apparent from Schedule 2-A. 


  

	2.21	 Sections 5.1 (a), (h) and (i) shall be amended as apparent from Schedule
2-A. 


  

	2.22	 A new Section 5.2 shall be added as apparent from Schedule 2-A.



  

	2.23	 The introductory sentence of Section 6.1 shall be amended as apparent from Schedule 2-A. 


  

	2.24	 Section 6.1 (a) shall be amended as apparent from Schedule 2-A.



  

	2.25	 Section 7.1 shall be amended as apparent from Schedule 2-A.



  

	2.26	 Section 7. 7 shall be amended as apparent from Schedule 2-A.



  

	2.27	 Section 8.2 shall be amended as apparent from Schedule 2-A.



  

	2.28	 Section 8.4 shall be amended as apparent from Schedule 2-A.



  

	2.29	 Section 8.5 shall be amended as apparent from Schedule 2-A.



  

	2.30	 Section 9.2 shall be amended as apparent from Schedule 2-A.



  

	2.31	 Section 10.3 shall be amended as apparent from Schedule 2-A.




  

					
	 	  	3	  	  
 




















	2.32	 Section 11.1 shall be amended as apparent from Schedule 2-A.



  

	2.33	 Section 14.3 shall be amended as apparent from Schedule 2-A.



  

	2.34	 Amendments to Schedule 1: Sellers 



The amounts stated in Column 5 (Number of UM Shares) of Schedule 1 shall be amended as apparent from Schedule
2-A. 
  

	2.35	 Amendments to Schedule 2: Completion Obligations: 



 

	 	(a)	 Section 1(a) and (b) shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 Section 2(a) shall be amended as apparent from Schedule 2-A.



  

	 	(c)	 The numbering in Section 2(e) shall be amended as apparent from Schedule
2-A. 


  

	 	(d)	 Section 2(f) shall be amended as apparent from Schedule 2-A.



  

	 	(e)	 A new Section 2(g) shall be added and the numbering of the following
Sub-Sections shall be amended accordingly as apparent from Schedule 2-A. 


  

	 	(f)	 (Former) Section 2(i) shall be deleted as apparent from Schedule
2-A. 


  

	2.36	 Amendments to Schedule 3: Warranties: 



 

	 	(a)	 The Numbering shall be revised as apparent from Schedule 2-A. 



 

	 	(b)	 The following definitions set out in Schedule 3 shall be amended as apparent from Schedule 2-A.



  

	 	(i)	 The definition of Disclosure Bundle shall be amended as apparent from Schedule
2-A. 


  

	 	(ii)	 The definition of Information Commissioner shall be amended as apparent from Schedule 2-A. 


  

	 	(iii)	 The definition of Intellectual Property shall be amended as apparent from Schedule 2-A. 


  

	 	(iv)	 The definition of “Tax Return” shall be added as new definition as apparent from Schedule 2-A.



  

	 	(c)	 A new Section 1.2 shall be added and the numbering of the subsequent Sections is amended as apparent from
Schedule 2-A. 


  

	 	(d)	 (Former) Section 2.2 shall be amended as apparent from Schedule 2-A. 



 

	 	(e)	 A new Section 1.4 shall be added and the numbering of the subsequent Sections is amended as apparent from
Schedule 2-A. 


  

	 	(f)	 A new Section 1. 7 shall be added and the numbering of the subsequent Sections shall be amended as
apparent from Schedule 2-A. 


  

	 	(g)	 (Former) Section 3 shall be amended as apparent from Schedule 2-A. 



 

	 	(h)	 (Former) Section 7(d) shall be amended as apparent from Schedule 2-A.



  

	 	(i)	 (Former) Section 8.1 shall be amended as apparent from Schedule
2-A. 



  

					
	 	  	4	  	  
 




















	 	(j)	 (Former) Sections 8.5 to 8.12 shall be amended as apparent from Schedule
2-A. 


  

	 	(k)	 The new Sections 7.21 and 7.22 shall be added as apparent from Schedule
2-A. 


  

	 	(l)	 (Former) Section 9.1 shall be amended as apparent from Schedule 2-A. 



 

	 	(m)	 (Former) Section 10.2 shall be amended as apparent from Schedule 2-A. 



 

	 	(n)	 (Former) Section 11.1 shall be amended as apparent from Schedule 2-A. 



 

	 	(o)	 The introductory sentence of (former) Section 11.3 shall be amended as apparent from Schedule 2-A.



  

	 	(p)	 The introductory sentence of (former) Section 11.5 shall be amended as apparent from Schedule 2-A. 


  

	 	(q)	 (Former) Section 11.6(c) shall be amended as apparent from Schedule
2-A. 


  

	 	(r)	 New Sections 10.13 and 10.14 shall be added as apparent from Schedule
2-A. 


  

	 	(s)	 (Former) Section 13.3 shall be amended as apparent from Schedule
2-A. 


  

	 	(t)	 (Former) Section 13.4 shall be amended as apparent from Schedule
2-A. 


  

	 	(u)	 (Former) Section 14.1 shall be amended as apparent from Schedule
2-A. 


  

	 	(v)	 (Former) Section 14.7 shall be amended as apparent from Schedule
2-A. 


  

	 	(w)	 (Former) Section 14.10 shall be amended as apparent from Schedule
2-A. 


  

	 	(x)	 (Former) Section 14.11 shall be amended as apparent from Schedule
2-A. 


  

	 	(y)	 A new Section 14.3 shall be added and the numbering of the subsequent Sections shall be amended as
apparent from Schedule 2-A. 


  

	 	(z)	 (Former) Section 22.1 shall be amended as apparent from Schedule
2-A. 


  

	2.37	 Amendments to Schedule 4: Share Transfer Agreement 



The heading of Schedule 4 shall be amended as apparent from Schedule 2-A. 

 

	2.38	 Amendments to Schedule 5 Framework Agreement: 



 

	 	(a)	 The heading of Schedule 5 shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 The Introduction shall be amended as apparent from Schedule 2-B.



  

	 	(c)	 The information regarding party no. (11) shall be amended as apparent from Schedule 2-B. 


  

	 	(d)	 Paragraph (A) of the Preamble shall be amended as apparent from Schedule
2-B. 


  

	 	(e)	 Paragraph (C) of the Preamble shall be amended as apparent from Schedule
2-B. 


  

	 	(f)	 Section 1.1 shall be amended as follows: 



 

	 	(i)	 The introductory sentence shall be amended as apparent from Schedule
2-B. 


  

	 	(ii)	 “Act” shall be added as new defined term as apparent from Schedule 2-B. 



  

					
	 	  	5	  	  
 




















	 	(iii)	 The note contained in the definition of Affiliate shall be deleted as apparent from Schedule 2-B.



  

	 	(iv)	 “Completion” shall be added as new defined term as apparent from Schedule 2-B.



  

	 	(v)	 “Completion Conditions” shall be added as new defined term as apparent from Schedule 2-B.



  

	 	(vi)	 “Contribution Deed” shall be exchanged by “Contribution Agreement” as defined
term as apparent from Schedule 2-B. 


  

	 	(vii)	 “Longstop Date” shall be added as apparent from Schedule 2-B. 



 

	 	(viii)	 The definition of “Ordinary Shares” shall be amended as apparent from Schedule 2-B.



  

	 	(g)	 The introductory sentence of Section 1.2 shall be amended as apparent from Schedule 2-B. 



 

	 	(h)	 Section 1.2(e) shall be amended as apparent from Schedule 2-B. 



 

	 	(i)	 Section 1.2(f)(i) shall be amended as apparent from Schedule 2-B. 



 

	 	(j)	 Section 1.2(i) shall be amended as apparent from Schedule 2-B. 



 

	 	(k)	 Section 1.2(j) shall be amended as apparent from Schedule 2-B. 



 

	 	(l)	 Section 2.1 shall be amended as apparent from Schedule 2-B. 



 

	 	(m)	 Section 2.2 shall be amended as apparent from Schedule 2-B. 



 

	 	(n)	 The introductory sentence of Section 3.1 shall be amended as apparent from Schedule 2-B. 



 

	 	(o)	 Section 3.1(a) shall be amended as apparent from Schedule 2-B. 



 

	 	(p)	 Section 3.1(b) shall be amended as apparent from Schedule 2-B. 



 

	 	(q)	 Section 4.1 shall be amended as apparent from Schedule 2-B. 



 

	 	(r)	 Section 5.1 shall be amended as apparent from Schedule 2-B. 



 

	 	(s)	 Section 6 to 11 shall be amended as apparent from Schedule 2-B. 



 

	 	(t)	 Sections 12.1 and 12.2 shall be amended as apparent from Schedule 2-B. 



 

	 	(u)	 Section 13 and 14 shall be amended as apparent from Schedule 2-B. 



 

	 	(v)	 The introductory sentence of Section 15.1 shall be amended as apparent from Schedule 2-B.



  

	 	(w)	 The last paragraph of Section 15.2 shall be amended as apparent from Schedule 2-B. 



 

	 	(x)	 Section 16 to 18 shall be amended as apparent from Schedule 2-B. 



 

	 	(y)	 The signature pages shall be replaced as apparent from Schedule 2-B. 



 

	2.39	 Amendments to Schedule 6: Portfolio Company Agreement 



  

					
	 	  	6	  	  
 




















	 	(a)	 The heading of Schedule 6 shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 The date 2020 on the cover page shall be replaced by 2021 as apparent from Schedule 2-C. 


  

	 	(c)	 The table of content shall be amended as apparent from Schedule 2-C.



  

	 	(d)	 The date 2020 before the section PARTIES shall be replaced by 2021 as apparent from Schedule 2-C. 


  

	 	(e)	 Paragraph (A) and (B) of the introduction shall be amended as apparent from Schedule 2-C. 


  

	 	(f)	 Section 1 shall be amended as follows: 



 

	 	(i)	 The introductory sentence shall be amended as apparent from Schedule
2-C. 


  

	 	(ii)	 The definition of Adverse Event shall be amended as apparent from Schedule 2-C. 



 

	 	(iii)	 The definition of Articles shall be amended as apparent from Schedule 2-C. 



 

	 	(iv)	 The definition of Asset 1 shall be amended as apparent from Schedule
2-C. 


  

	 	(v)	 The definition of Asset 2 shall be amended as apparent from Schedule 2-C. 



 

	 	(vi)	 The definition of Assets shall be amended as apparent from Schedule
2-C. 


  

	 	(vii)	 The definition of Asset Sale shall be amended as apparent from Schedule 2-C. 



 

	 	(viii)	 “Board” shall be added as new defined term as apparent from Schedule 2-C. 


  

	 	(ix)	 The definition of Business Plan shall be added as apparent from Schedule 2-C. 



 

	 	(x)	 The definition of Commercialisation shall be amended as apparent from Schedule
2-C. 


  

	 	(xi)	 “Completion” shall be added as new defined term as apparent from Schedule 2-C. 


  

	 	(xii)	 The definition of Development shall be amended as apparent from Schedule
2-C. 


  

	 	(xill)	 “EGFR” shall be added as new defined term as apparent from Schedule 2-C. 


  

	 	(xiv)	 The definition of Exit shall be amended as apparent from Schedule 2-C.



  

	 	(xv)	 The definition of Initial Business Plan Period shall be amended as apparent from Schedule 2-C. 


  

	 	(xvi)	 The term “Institution” and its definition shall be deleted as apparent from Schedule 2-C. 


  

	 	(xvii)	 The definition of Key Employee shall be amended as apparent from Schedule
2-C. 



  

					
	 	  	7	  	  
 




















	 	(xviii)	 The definition of Key Managers shall be amended as apparent from Schedule
2-C. 


  

	 	(xix)	 The definition of Leadership Team shall be amended as apparent from Schedule
2-C. 


  

	 	(xx)	 The definition of Listing shall be amended as apparent from Schedule
2-C. 


  

	 	(xxi)	 “Longstop Date” shall be added as new defined term as apparent from Schedule 2-C. 


  

	 	(xxii)	 The definition of Manufacture shall be amended as apparent from Schedule
2-C. 


  

	 	(xxiii)	 The definition of Marketing Approval shall be amended as apparent from Schedule
2-C. 


  

	 	(xxiv)	 The definition of Period shall be amended as apparent from Schedule
2-C. 


  

	 	(xxv)	 The definition of Regulatory Approval shall be amended as apparent from Schedule
2-C. 


  

	 	(xxvi)	 “subsidiary” shall be added as new defined term as apparent from Schedule 2-C. 


  

	 	(xxvii)	 The definition of Subsidiary shall be amended as apparent from Schedule 2-C. 



 

	 	(xxviii)	 The definition of UM Representative shall be amended as apparent from Schedule
2-C. 


  

	 	(g)	 Section 2.1 shall be amended as apparent from Schedule 2-C.



  

	 	(h)	 Section 2.2 shall be amended as apparent from Schedule 2-C.



  

	 	(i)	 Section 2.4 shall be amended as apparent from Schedule 2-C.



  

	 	(j)	 Section 2.5 shall be amended as apparent from Schedule 2-C.



  

	 	(k)	 Section 2.8 to 2.11 shall be amended as apparent from Schedule
2-C. 


  

	 	(l)	 Section 3.1 shall be amended as apparent from Schedule 2-C.



  

	 	(m)	 Section 3.2 shall be amended as apparent from Schedule 2-C.



  

	 	(n)	 Section 3.4(c) and (d) shall be amended as apparent from Schedule
2-C. 


  

	 	(o)	 The introductory sentence of Section 4.1 shall be amended as apparent from Schedule 2-C. 


  

	 	(p)	 A new Section 4.2 shall be added and the numbering of the subsequent Sections shall be amended as apparent from
Schedule-C. 


  

	 	(q)	 (Former) Section 4.2 shall be amended as apparent from Schedule 2-C.



  

	 	(r)	 (Former) Section 4.3 shall be amended as apparent from Schedule
2-C. 


  

	 	(s)	 (Former) Section 4.4 shall be amended as apparent from Schedule
2-C. 



  

					
	 	  	8	  	  
 




















	 	(t)	 (Former) Section 4.5 shall be amended as apparent from Schedule 2-C. 



 

	 	(u)	 (Former) Section 4.6 shall be amended as apparent from Schedule 2-C. 



 

	 	(v)	 The introductory sentence of Section 5.1 shall be amended as apparent from Schedule 2-C. 



 

	 	(w)	 Section 5.2 shall be amended as apparent from Schedule 2-C. 



 

	 	(x)	 Section 5.3 shall be amended as apparent from Schedule 2-C. 



 

	 	(y)	 The footnote after the first sub-heading of Section 6 shall be deleted as apparent from Schedule 2-C.



  

	 	(z)	 The brackets at the beginning of Section 6.1 and the end of 6.2 shall be removed as apparent from Schedule 2-C
and the introductory sentence of Section 6.1 shall be amended as apparent from Schedule 2-C. 


  

	 	(aa)	 Section 6.1 (b)(i) shall be amended as apparent from Schedule 2-C. 



 

	 	(bb)	 Section 6.1 (b)(v) shall be amended as apparent from Schedule 2-C. 



 

	 	(cc)	 Section 6.3 shall be amended as apparent from Schedule 2-C. 



 

	 	(dd)	 Section 7.1 shall be amended as apparent from Schedule 2-C. 



 

	 	(ee)	 Section 7.2 shall be amended as apparent from Schedule 2-C. 



 

	 	(ff)	 Section 7.4 shall be amended as apparent from Schedule 2-C. 



 

	 	(gg)	 A new Section 7.5 shall be added as apparent from Schedule 2-C. 



 

	 	(hh)	 Section 8.1 shall be amended as apparent from Schedule 2-C. 



 

	 	(ii)	 Section 8.3 shall be amended as apparent from Schedule 2-C. 



 

	 	(jj)	 Section 9.1 shall be amended as apparent from Schedule 2-C. 



 

	 	(kk)	 The introductory sentence of Section 9.2 shall be amended as apparent from Schedule 2-C. 



 

	 	(ll)	 Sections 10 to 17 shall be amended as apparent from Schedule 2-C. 



 

	 	(mm)	 Sections 18.1 and 18.3 shall be amended as apparent from Schedule 2-C. 



 

	 	(nn)	 Sections 19 and 20 shall be amended as apparent from Schedule 2-C. 



 

	 	(oo)	 Section 21.1 shall be amended as apparent from Schedule 2-C. 



 

	 	(pp)	 Sections 22 to 24 shall be amended as apparent from Schedule 2-C. 



 

	 	(qq)	 The sentence set in brackets following Schedule 24 shall be amended as apparent from Schedule 2-C.



  

	 	(rr)	 Schedule 1: The Initial Leadership Team shall be amended as apparent from Schedule 2-C. 



 

	 	(ss)	 Schedule 2: Matters Requiring Consent shall be amended as follows: 



  

					
	 	  	9	  	  
 




















	 	(i)	 Section 3 shall be amended as apparent from Schedule 2-C.



  

	 	(ii)	 Section 7 shall be amended as apparent from Schedule 2-C.



  

	 	(iii)	 Section 15 shall be amended as apparent from Schedule 2-C.



  

	 	(iv)	 Section 17 shall be amended as apparent from Schedule 2-C.



  

	 	(v)	 Section 18 shall be amended as apparent from Schedule 2-C.



  

	 	(vi)	 Section 21 shall be amended as apparent from Schedule 2-C.



  

	 	(vii)	 Section 25 shall be amended as apparent from Schedule 2-C.



  

	 	(tt)	 Schedule 3: Deed of Adherence shall be amended as apparent from Schedule
2-C. 


  

	 	(uu)	 Annex 2 shall be amended as apparent from Schedule 2-C.



  

	 	(vv)	 The signature pages shall be replaced as apparent from Schedule 2-C.



  

	2.40	 Amendments to Schedule 7: lncentivisation Agreement 



 

	 	(a)	 The heading of Schedule 7 shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 The date 2020 an the cover page shall be replaced by 2021 as apparent from Schedule 2-D. 


  

	 	(c)	 The table of content shall be amended as apparent from Schedule 2-D.



  

	 	(d)	 The date 2020 before the section PARTIES shall be replaced by 2021 as apparent from Schedule 2-D. 


  

	 	(e)	 The introduction shall be amended as apparent from Schedule 2-D.



  

	 	(f)	 Section 1 shall be amended as follows: 



 

	 	(i)	 The definition of Asset Sale shall be amended as apparent from Schedule 2-D. 



 

	 	(ii)	 “Board” shall be added as new defined term as apparent from Schedule 2-D. 


  

	 	(iii)	 The definition of Business Plan shall be added as apparent from Schedule 2-D. 



 

	 	(iv)	 “Completion” shall be added as apparent from Schedule
2-D. 


  

	 	(v)	 The definition of Disqualified Participant shall be amended as apparent from Schedule 2-D. 


  

	 	(vi)	 The definition of EGFR shall be amended as apparent from Schedule 2-D.



  

	 	(vii)	 The definition of ERBB shall be amended as apparent from Schedule 2-D.



  

	 	(viii)	 The definition of Exit Payment shall be amended as apparent from Schedule
2-D. 


  

	 	(ix)	 The definition of Good Leaver shall be amended as apparent from Schedule
2-D. 



  

					
	 	  	10	  	  
 




















	 	(x)	 The definition of Listing shall be amended as apparent from Schedule
2-D. 


  

	 	(xi)	 “Longstop Date” shall be added as new defined term as apparent from Schedule 2-D. 


  

	 	(xii)	 The definition of Major Market Countries shall be amended as apparent from Schedule 2-D. 


  

	 	(xiii)	 The definition of Marketing Approval shall be amended as apparent from Schedule
2-D. 


  

	 	(xiv)	 The definition of Milestone shall be amended as apparent from Schedule
2-D. 


  

	 	(xv)	 “Month” shall be added as new defined term as apparent from Schedule 2-D. 


  

	 	(xvi)	 The definition of Partial Asset Sale shall be amended as apparent from Schedule
2-D. 


  

	 	(xvii)	 The definition of Partial Asset Sale Payment shall be amended as apparent from Schedule 2-D. 


  

	 	(xviii)	 The definition of Personal Representative shall be amended as apparent from Schedule 2-D. 


  

	 	(xix)	 The definition of Portfolio Company Agreement shall be amended as apparent from Schedule 2-D. 


  

	 	(xx)	 The definition of Relevant Period shall be amended as apparent from Schedule
2-D. 


  

	 	(xxi)	 “subsidiary” shall be added as new defined term as apparent from Schedule 2-D. 


  

	 	(xxii)	 The definition of Subsidiary shall be amended as apparent from Schedule 2-D. 



 

	 	(xxiii)	 The definition of UM Representative shall be amended as apparent from Schedule
2-D. 


  

	 	(xxiv)	 The definition of Unallocated Pro Rata Entitlement shall be amended as apparent from Schedule 2-D. 


  

	 	(xxv)	 The definition of Upfront Proceeds shall be amended as apparent from Schedule
2-D 


  

	 	(g)	 Section 2.9 shall be amended as apparent from Schedule 2-D.



  

	 	(h)	 The last paragraph of Section 2.10 shall be amended as apparent from Schedule 2-D. 



 

	 	(i)	 Sections 3.1 to 3.4 shall be amended as apparent from Schedule 2-D.



  

	 	(j)	 Section 3.6 shall be amended as apparent from Schedule 2-D.



  

	 	(k)	 Section 3.7 shall be amended as apparent from Schedule 2-D.



  

	 	(l)	 Section 5 shall be amended as apparent from Schedule 2-D.



  

	 	(m)	 Section 8.1 shall be amended as apparent from Schedule 2-D.




  

					
	 	  	11	  	  
 




















	 	(n)	 Section 12.3 shall be amended as apparent from Schedule 2-D.



  

	 	(o)	 Section 13 shall be amended as apparent from Schedule 2-D.



  

	 	(p)	 Section 14 shall be amended as apparent from Schedule 2-D.



  

	 	(q)	 Section 21.2 shall be amended as apparent from Schedule 2-D.



  

	 	(r)	 The sentence set in brackets as apparent from Schedule 2-D shall be
added after Section 23. 


  

	 	(s)	 Schedule 2: Deed of Adherence shall be amended as apparent from Schedule
2-D. 


  

	 	(t)	 The signature pages shall be amended as apparent from Schedule 2-D.



  

	2.41	 Amendments to Schedule 8: 



 

	 	(a)	 The heading of Schedule B shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 Schedule 8 shall be replaced in its entirety by the table contained in Schedule
2-E. 


  

	2.42	 Amendments to Schedule 9 Form Front-End Disclosure Letter:



  

	 	(a)	 The heading of Schedule 9 shall be amended as apparent from Schedule
2-A. 


  

	 	(b)	 Schedule 9 shall be replaced in its entirety by the table contained in Schedule
2-F. 


  

	2.43	 A new Schedule 10 shall be added as apparent from Schedule 2-A.



  

	2.44	 A new Schedule 11 shall be added as apparent from Schedule 2-G. 



 

	3.	 REFERENCES 



References in the Contribution Agreement to: 
  

	 	(a)	 the “Agreement’, “hereof’, “hereunder” in the Contribution Agreement and
expressions of similar Import shall be deemed to be references to the Contribution Agreement as amended by this Amendment Deed; and 


  

	 	(b)	 the “date of this Agreement” and expressions of similar import shall, for the avoidance of
doubt, remain to be references to 31 December 2020. 


  

	 	(c)	 “amended as apparent” shall mean that the section or provision referred to shall be amended
and the new wording thereof shall from the date of this Amendment Deed read as referred to in Schedules 2-A to 2-G of this Amendment Deed. 



 

	4.	 CONFORMED COPY 



From the date of this Amendment Deed, the Contribution Agreement will be read and construed as amended in Clause 2 of this Amendment Deed. A
clean copy of the amended Contribution Agreement – which has not been read out – is attached as Schedule 3 to this Amendment Deed (Conformed Clean Copy Of Amended Contribution Agreement) for Information purposes. 

 

	5.	 SEPARATE SIGNING AS DEED 



On or around the date of this Amendment Deed the Parties will sign a separate copy of this Amendment Deed in the form as attached for
Information purposes only hereto as Schedule 4 as an English law deed in order to meet the legal requirements under the laws of England and Wales regarding the amendment of the Contribution Agreement. 

  

					
	 	  	12	  	  
 




















	6.	 APPLICATION AND CONTINUED VALIDITY OF THE CONTRIBUTION AGREEMENT 



Except as amended in and replaced by this Amendment Deed, all other provisions of the Contribution Agreement (including its Schedules) shall
(i) apply to this Amendment Deed and shall (ii) remain unaffected and have continued validity and binding effect on all Parties in relation to the subject matter thereof, it being understood, however, that the Contribution Agreement
(including its Schedules) so amended and replaced by this Amendment Deed shall also further remain the legal basis for the rights and obligations established thereunder between the Parties during its relevant terms and conditions. 

[Intentionally left blank, Schedules 1, Schedule 2-A to 2-G,
Schedule 3 and Schedule 4 follow.] 

  

					
	 	  	13	  	  
 



















 SCHEDULE 1 

SELLERS 
  

			
	 (1)

Seller
	  	 (2)

Address

	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]
	 [####]
	  	[####]

 ***** 

  
  

 

					
	4140-5986-0267.1	  	14	  	


















 The Notary public informed the persons appearing as follows: 

 

	 	•	 	 The agreement notarised in this Deed is subject to English law. The Notary informed that persons appearing that
she is only familiar with German law and recommends involving English lawyers for legal advice. The persons appearing confirmed that on both sides English legal professionals advised the parties and drafted the agreement contained in this Deed. The
persons appearing requested to finalise the notarisation. 


  

	 	•	 	 All contractual agreements in connection with this Deed (“miteinander stehen und fallen”) are to
be notarized and side agreements outside of this Deed may entail the invalidity of the side agreements and this Deed, whereupon the parties hereto declared that there are no such other contractual agreements. 



 

	 	•	 	 There is no bona fide creation nor acquisition nor ranking of shares (i.e., the purchaser is not protected if the
shares do not exist, have been previously transferred to a third party, or have been previously encumbered for the benefit of a third party) if not otherwise provided for in sec. 16 para. 3 German Limited Liability Companies Act (GmbHG).



  

	 	•	 	 The parties hereto are, by operation of law, jointly and severally liable with respect to the payment of all
notarial fees, irrespective of any internal agreement passed in that respect. 


  

	 	•	 	 that the Notary has not advised on tax matters and recommends involving a third party for any tax advice. The
person appearing confirmed that tax advisers have been involved prior to the notarisation of this Agreement 


 *** 












 This Deed and all its Schedules, except 

the Schedule 3 and Schedule 4 which are attached to this Deed only for information and evidence purposes, 

the sections/provisions/wording of Schedules 2-A to 2-G to which is not
explicitly referred to in clause 2 of the Amendment Deed, 
 was read aloud by the Notary to the persons appearing in the English and where referred to in
the German language, approved in its entirety by the persons appearing and signed by the persons appearing and the Notary in their own hands as follows: 
  





 












 Deed Roll No. 52/2021 M 

 
 



 
 Recorded 

29 January 2021  

at Frankfurt am Main 
 before the
undersigning Notary 
 Dr Christiane Mühe 

with her offices at 
 Frankfurt am
Main, Germany, 
 appeared today 
  

	 	1.	 [####], not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and
without any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 



[####] 












 PearlRiver Bio GmbH, being registered with the commercial register
(Han-delsregister) of the local court (Amtsgericht) of Dortmund under HRB 30673, having its registered seat at Dortmund, Germany, and business address at Otto-Hahn-Strabe 15, 44227 Dortmund;
and 
 [####] 
 [####] 

[####] 
 [####] 

[####] and 
  

	 	2.	 [####] not acting in her own name, but without power of attorney (vollmacht-loser Vertreter) and without
any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 


 United
Medicines Biopharma Limited, being registered with the Companies House of the United Kingdom under company No. 12973576, having its registered seat at Cambridge, United Kingdom, and business address at The Dorothy Hodg-kin Building,
Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH; and 
  

	 	3.	 [####], not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and without
any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 


 [####] 













	 	4.	 [####], not acting in her own name, but without power of attorney (vollmachtloser Vertreter) and
without any promise for providing the approval of this Deed by the persons represented by her, for and on behalf of 



[####] 
 The persons appearing are personally
known to the Notary. 
 The persons appearing requested the notarization of the following agreement contained in this Deed in the English language and where
referred to in the German language. The Notary, who has a good and sufficient command of the German and English language, confirmed that the persons appearing also have a good and sufficient command of the German and English language. The parties
were advised by the Notary of their right to be provided with a written translation of this Deed to be attached hereto, but expressly waived any such right. 

Upon enquiry, it was concluded by all parties that no prior involvement of the Notary exists within the meaning of Section 3 para. 1 no. 7 German
Notarization Act (Beurkun-dungsgesetz). The Notary advised the person appearing on their disclosure obligation under the German Money Laundering Act ( Geldwäschegesetz). They declared to act as described in this Deed and not for
any third party. 
 The notary informed that this Deed becomes only valid if all parties represented without power of attorney have provided to the Notary
an approval of the declarations made on their behalf in this Deed. Acting with representatives without power of attorney and with employees of the Notary was requested by the represented parties due to the current Corona situation. 

The persons appearing then declared the following which they requested to be recorded in a notarial Deed: 












 Dated 29 January 2021 

PEARLRIVER BIO GMBH 

AND 
 THE SELLERS

 AND 
 UNITED
MEDICINES BIOPHARMA LIMITED 
 AMENDMENT DEED NO .2 

relating to the 
 CONTRIBUTION
AGREEMENT 
 dated 31 December 2020 

as amended by 
 Amendment Deed
No. 1 
 (notarial deed no. 42/2021 M of the notary public Dr. Christiane Mühe, Frankfurt am Main, dated 22 

January 2021 and the English law Amendment Deed No. 1 dated 23 January 2021) 

  
  

 

					
	 4156-6405-5595. l
 48051-2
	  		  	


















 THIS AMENDMENT DEED NO. 2 TO THE CONTRIBUTION AGREEMENT (as amended) (the or this “Amendment
Deed No. 2”) is made on 29 January 2021 
 BETWEEN: 

 

	(1)	 PEARLRIVER BIO GMBH a limited liability company incorporated in Germany, registered with the commercial
register of the local court of Dortmund under company number HRB 30673 and with its registered office at Otto-Hahn-Sir. 15, 44227 Dortmund, Germany (the “Company”); 



 

	(2)	 THE SELLERS whose names and addresses are set out in Schedule 1 (together the “Sellers”,
and each a “Seller”); and 


  

	(3)	 UNITED MEDICINES BIOPHARMA LIMITED, a private company limited by shares incorporated in England,
registered with the Companies House of the United Kingdom with company number 12973576 and with its registered office at The Dorothy Hodgkin Building, Babraham Research Campus, Babraham, Cambridge, United Kingdom, CB22 3FH (“UM”), 



 (each a “Party” and together, the “Parties”).  

WHEREAS: 
  

	(A)	 The Parties executed a contribution agreement on 31 December 2020 (notarial deed no. 662/2020 M of the
notary public Dr. Christiane Mühe, Frankfurt am Main (with reference to the reference deed notarial deed no 661/2020 M of the notary public Dr. Christiane Mühe, which has been amended by the Parties by amendment deed No. 1
thereto (notarial deed no. 42/2021 M of the notary public Dr. Christiane Mühe, Frankfurt am Main, dated 22 January 2021) (together, the “Contribution Agreement”). lt is noted that the Contribution Agreement forms part
of a wider restructuring transaction currently being undertaken by UM (the “Restructuring”). The originals (Urschrift) of the above mentioned German notarial deeds (“Reference Deeds”) were present at the
today’s notarization and provided to the appearing persons for their review. After having been notified about § 13a German Notarization Act (Beurkundungsgesetz) the persons appearing confirm that they are aware of the content of the
Reference Deeds, waived - also on behalf of the persons represented by them—their right to have the Reference Deeds read loud again by the Notary, to attach them to this Deed and to issue them (Mitausfertigung).  



 

	(B)	 The Parties now wish to amend certain individual terms of the Contribution Agreement in order to (amongst other
matters) accommodate certain matters reflecting the progress of the transactions contemplated by the Contribution Agreement as a whole and to align the Contribution Agreement with the Restructuring. For the avoidance of doubt, this Amendment Deed
No. 2 shall in no event be interpreted or deemed to constitute a restatement of the original Contribution Agreement in its entirety but shall only amend certain individual terms thereof on the terms set out below. 



 

	(C)	 The variations to the Contribution Agreement shall be given effect by entry into this Amendment Deed No. 2
by the Parties and the Contribution Agreement shall be amended in the form set out in this Amendment Deed No. 2 and this shall be binding on all the Parties. 



IT 15 AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



In this Amendment Deed No. 2 capitalized terms used and not expressly defined herein shall bear their respective meaning in the
Contribution Agreement. 

  
  

 

					
	 4156-6405-5595. l
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	  	1	  	



















	2.	 AMENDMENTS TO THE CONTRIBUTION AGREEMENT 



 

	2.1	 In order to give effect to the changes (amongst other matters) set out in paragraph (B) above, the Parties
hereby agree that the Contribution Agreement shall be amended as follows: 


  

	 	(a)	 the definition of “Warranty Date” shall be amended to read as follows: 



‘”‘Warranty Date” means 23 January 2021.”; and 

 

	 	(b)	 paragraph 1(b) of Schedule 2 (Completion Obligations) is deleted in its entirety. 



 

	2.2	 Save as provided for in clause 2.1, above, no further amendments shall be made to the Contribution Agreement.



  

	3.	 REFERENCES 



References in the Contribution Agreement to: 
  

	 	(a)	 the “Agreement”, “hereof’, “hereunder” in the Contribution Agreement and
expressions of similar import shall be deemed to be references to the Contribution Agreement as amended by this Amendment Deed No. 2; and 


  

	 	(b)	 the “date of this Agreement” and expressions of similar import shall, for the avoidance of
doubt, remain to be references to 31 December 2020. 


  

	4.	 CONFORMED COPY 



From the date of this Amendment Deed No. 2, the Contribution Agreement will be read and construed as amended in Clause 2 of this Amendment
Deed No. 2. A clean copy of the amended Contribution Agreement (excluding its Schedules 4 to 9 and 11) - which has not been read out as part of the German notarisation process - is attached as Schedule 2 (Conformed Copy of the Amended
Contribution Agreement) to this Amendment Deed No. 2 for Information purposes. 
  

	5.	 SEPARATE SIGNING AS DEED 



On or around the date of this Amendment Deed No. 2 the Parties will sign a separate copy of this Amendment Deed No. 2 in the form as
attached for Information purposes only hereto as Schedule 3 (Form Amendment Deed as a English Law Deed) as an English law deed in order to meet the legal requirements under the laws of England and Wales regarding the amendment of the
Contribution Agreement. 
  

	6.	 APPLICATION AND CONTINUED VALIDITY OF THE CONTRIBUTION AGREEMENT 



Except as amended in and replaced by this Amendment Deed No. 2, all other provisions of the Contribution Agreement (including its
Schedules) shall (i) apply to this Amendment Deed No. 2 and shall (ii) remain unaffected and have continued validity and binding effect on all Parties in relation to the subject matter thereof, it being understood, however, that the
Contribution Agreement (including its Schedules) so amended and replaced by this Amendment Deed No. 2 shall also further remain the legal basis for the rights and obligations established thereunder between the Parties during its relevant terms
and conditions. 
 [Intentionally left blank, Schedule 1 to Schedule 3 follow.] 

  
  

 

					
	 4156-6405-5595. l
 48051-2
	  	2	  	


















 SCHEDULE 1 

SELLERS 
  

			
	 (1)

Seller
	 	 (2)

Address

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]

	 [####]
	 	 [####]


 ***** 

  
  

 

					
	 4156-6405-5595. l
 48051-2
	  	3	  	


















 SCHEDULE 2 

CONFORMED COPY OF THE AMENDED CONTRIBUTION AGREEMENT 

  
  

 

					
	 4156-6405-5595. l
 48051-2
	  		  	


















 SCHEDULE 1 : SELLERS 

 

											
	 (1) 

Seller
	  	(2)
Address	  	(3)
Email Address	  	(4) 
Serial nos. of
Contribution Shares
(total number of
Contribution
Shares)	  	(5)
Number of UM
Shares	  	(6)
Maximum
Aggregate Liability
(€)
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]














											
		  		  		  	[####]	  		  	
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]
	 [####]
	  	[####]	  	[####]	  	[####]	  	[####]	  	[####]













 SCHEDULE 2: COMPLETION OBLIGATIONS 

 

	1.	 PRE-COMPLETION OBLIGATIONS 



Prior to Completion: 
  

	 	(a)	 those respective Sellers shall procure that such Resigning Director appointed by such Seller shall deliver to
UM the written resignation (in the agreed form) as director of the Company, in each case to take effect on the Completion Date; and 


  

	 	(b)	 the UM Resolutions shall be passed by the relevant members of UM. 



 

	2.	 AT COMPLETION 



At Completion: 
  

	 	(a)	 a shareholders’ meeting of the Company shall be held with all shareholders being present or duly
represented, and the Sellers shall – waiving all requirements as to form and notice periods for convocation – resolve unanimously and with all votes upon: 



 

	 	(i)	 the adoption of the New Articles; 



 

	 	(ii)	 approve the resignation of the Resigning Directors as advisory board members of the Company with effect on and
from Completion; 


  

	 	(b)	 each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;



  

	 	(c)	 each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;



  

	 	(d)	 the Parties shall execute the Share Transfer Agreement for the in rem transfer of the Contribution
Shares to UM substantially in the form as attached hereto as Schedule 4 in front of a notary public and the Sellers shall instruct the notary to immediately submit an amended shareholder’s list of the Company to the competent commercial
register showing UM as sole shareholder of the Company; 


  

	 	(e)	 a meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the
meeting (or written resolutions of the Board shall be entered into by each director) pursuant to which UM shall: 


  

	 	(i)	 ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote
on each; 


  

	 	(ii)	 ratify the terms of and entry into this Agreement and the Disclosure Letter; 



 

	 	(iii)	 approve the terms of and entry into this Agreement and each of the documents to be entered into by UM which are
referred to herein as being in the agreed form; 


  

	 	(iv)	 issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of
the table in Schedule 1, and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);



  

	 	(v)	 execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its
name in column (5) of the table in Schedule 1; and 















	 	(vi)	 pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;



  

	 	(f)	 UM shall deliver to each of the relevant Sellers the share certificate for the UM Shares set out against its
name in column (5) of the table in Schedule 1; 


  

	 	(g)	 UM shall deliver to the Sellers the updated register of reflecting the Sellers as members of UM (and, in the
case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members); 


  

	 	(h)	 the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that
each New Director shall sign and deliver the same to the Company; 


  

	 	(i)	 UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM
Shares pursuant to this Agreement; and 














 SCHEDULE 3 : WARRANTIES 

Definitions 
 For the
purposes of this Schedule: 
  

			
	 409A Plan
	  	means a nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the Code, as amended and the guidance thereunder) under which the Company or any of its Subsidiaries makes, is obligated to
make or promises to make, payments;
		
	 Accounts
	  	means the financial statements of the Company for the twelve ( 12) month period ended on the Accounts Date in the agreed form, consisting of an unaudited balance sheet of the Company as at the Accounts Date and the notes
thereto;
		
	 Accounts Date
	  	means 31 December 2019;
		
	 Code
	  	means the Internal Revenue Code of 1986 of the United States of America, as amended;
		
	
Data Protection Legislation            

	  	means the Data Protection Act 2018 of the United Kingdom, the General Data Protection Regulation 2016/679 of the European Union, the Privacy and Electronic Communications Directive 2002/58/EC (as amended), the Privacy and
Electronic Communications (EC Directive) Regulations 2003 (as amended), the Regulation of investigatory Powers Act 2000 of the United Kingdom, the Telecommunications (Lawful Business Practice) (interception of Communications) Regulations 2000 of the
United Kingdom and all applicable laws and regulations relating to processing of personal data, including where applicable the guidance and codes issued by the Information Commissioner or other appropriate supervisory authority;
		
	 Data Protection Principles
	  	has the same meaning as the term “Data Protection Principles” under the Data Protection Legislation;
		
	 Disclosure Bundle
	  	has the meaning set out in the Disclosure Letter;
		
	 DPA
	  	means the Defense Product Act of 1950 of the United States of America, as amended;
		
	 Employee
	  	means an individual who is employed by, or who provides consultancy services to, the Company or any Group Company;
		
	 FDA
	  	means the U.S. Food and Drug Administration;
		
	 FDA Application Integrity Policy
	  	means the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991);
		
	 Grant Funding
	  	means any funding or other aid or assistance from any central, state or local government body or authority, any statutory undertaking, any other public body or authority, or any other body funded by public money;
		
	 Information Commissioner
	  	has the meaning set out in the Data Protection Legislation;














			
	 Intellectual Property
	  	means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and
processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, and licenses in to and under any of the foregoing, all rights of whatsoever nature in computer software
and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all
applications for registration in respect of any of the same;
		
	 ITEPA
	  	means the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom;
		
	 Management Accounts
	  	means the management accounts of the Company for the period starting on Accounts Date and ending on the Management Accounts Date, in the agreed form;
		
	
Management Accounts Date          
	  	means 30 November 2020;
		
	 Personal Data
	  	has the same meaning as the term “personal data” under the Data Protection Legislation;
		
	 Properties
	  	means, in respect of the Company or a Subsidiary, the properties set out in the Disclosure Letter;
		
	 Securities Act
	  	means the United States Securities Act of 1933, as amended;
		
	 Social Obligations
	  	means:
		
		  	 (a)   any common or statutory law, regulation, directive, code of practice or
other law in any jurisdiction relating to (i) the relationship between any Group Company and its employees (and/or Workers), any potential employee (and/or Worker) and/or any trade unions and/or (ii) the health and safety of its employees;
and

		
		  	 (b)   any agreements or arrangements between any Group Company and its
employees and/or any trade union or other organisation which represents some or all of its employees;

		
	 Tax Return
	  	means any report, return (including information return), claim for refund, election, estimated tax filing, statement or declaration filed or required to be filed with a Tax Authority, including any schedule or attachment thereto,
and including any amendments thereof;
		
	 VAT
	  	means value added tax chargeable under the VATA or under any legislation replacing it or under any legislation which the VATA replaced and further means value added tax at the rate in force when the relevant supply is made and
any tax of a similar nature which is introduced in substitution for such value added tax;
		
	 VATA
	  	means the Value Added Tax Act 1994 of the United Kingdom; and














			
	 Workers
	  	has the meaning set out in Chapter 8, section 88(3) of the Pensions Act 2008 of the United Kingdom.

  

	1.	 Share capital and authority 



 

	1.1	 All of the shares set out in column 4 of the table in Schedule 1 are fully paid and comprise the entire issued
share capital of the Company. None of the share capital of the Company is under option or subject to any Encumbrance or other third party right (including rights of pre-emption), no options, warrants or other
rights to subscribe for new shares in the Company have been granted or agreed to, and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. All issued share capital of the Company
has been duly authorised and issued in compliance with applicable securities law. 


  

	1.2	 [Intentionally left blank.] 



 

	1.3	 The execution and delivery by the Company of this Agreement and the documents referred to in it, and
performance of its obligations and compliance with their respective terms, does not breach, conflict with or constitute a default under (with or without notice or lapse of time, or both), or give rise to a right of notice or termination,
cancellation, modification or acceleration of any right or obligation or lass of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any Encumbrance on the Company’s assets
pursuant to, the Company’s articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other
restriction applicable to any Warrantor. The Disclosure Letter sets out and describes all necessary consents, waivers and approvals of parties to any contracts to which the Company is a party or by which the Company’s properties or assets may
be bound as are required thereunder in connection with the transactions contemplated hereby, or for any such contract to remain in full force and effect without limitation, modification or alteration alter Completion so as to preserve all rights of,
and benefits to, the Company under such contracts from and alter Completion. Except as set out and described in the Disclosure Letter, following Completion, the Company will continue to be permitted to exercise all of its rights under all contracts
to which the Company is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which they would otherwise be required to pay pursuant to the terms of such contracts had the transactions
contemplated hereunder not occurred. No consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company
in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the New Articles, which will have been filed as of Completion, and (ii) filings pursuant to applicable securities laws,
which have been made or will be made in a timely manner. 


  

	1.4	 [Intentionally left blank.] 



 

	1.5	 Except as set forth in the New Articles, the Company has no obligation (contingent or otherwise) to purchase or
redeem any of its share capital. 


  

	1.6	 The Company believes in good faith that any 409A Plan complies in all material respects, in both form and
operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of the Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the
Code. 


  

	1.7	 All action required to be taken by the board of directors of the Company and/or Sellers necessary for the
execution and delivery of this Agreement and the performance of all obligations of the Company under this Agreement has been taken. This Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 















	1.8	 Except as provided in the Existing Agreements, the Company is not under any obligation to register under the
Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Existing Agreements, no
shareholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company. 


  

	2.	 Information 



The information contained or referred to in columns (1) – (4) of Schedule 1 shall be true, complete and accurate and not misleading
immediately before Completion and the information contained or referred to in Schedule 10 shall be true, complete and accurate and not misleading immediately following Completion. 

 

	3.	 Business Plan 



 

	3.1	 The Business Plan has been diligently prepared and each of the Warrantors, believes !hat, as at the date of
this Agreement, it represents a realistic plan in relation to the future progress, expansion and development of the Business. 


  

	3.2	 All factual information contained in the Business Plan was when given and is at the date of this agreement
true, complete and accurate in all material respects and not misleading. 


  

	3.3	 The financial forecasts, projections or estimates contained in the Business Plan have been diligently prepared,
are fair, valid and reasonable nor have they been disproved in the light of any events or circumstances which have arisen subsequent to the preparation of the Business Plan up to the date of this Agreement. 



 

	3.4	 The assumptions upon which the Business Plan has been prepared have been carefully considered and are honestly
believed to be reasonable, having regard to the information available and to the market conditions prevailing at the time of their preparation. 


  

	3.5	 Each statement of opinion in the Business Plan is believed by each of the Warrantors to be fair and reasonable,
accurately to represent the opinion held by him and not to be misleading. 


  

	3.6	 So far as the Warrantors are aware, all matters within management control which could materially and adversely
affect the achievement of the financial forecasts in the Business Plan (other than general economic factors) are referred to in the Business Plan and have been taken into account in the preparation of such forecasts. 



 

	4.	 Accounts 


  

	4.1	 The Accounts have been prepared in accordance with accounting principles, standards and practices which are
generally accepted in the applicable jurisdiction in which such Accounts were prepared and on the same basis and in accordance with the same accounting policies as the corresponding accounts for the preceding three financial years, comply with the
requirements of applicable law and give a true and fair view of the state of affairs of the Company at the Accounts Date and of the profits and lasses for the period concerned. UM has been provided with a complete copy of the Accounts.



  

	4.2	 The Accounts make proper provision or reserve for or, in the case of actual liabilities, properly disclose,
note or take into account as at the Accounts Date: 


  

	 	(a)	 all liabilities whether actual contingent or disputed; 



 

	 	(b)	 all capital commitments whether actual or contingent; 















	 	(c)	 all bad and doubtful debts; and 



 

	 	(d)	 all Taxation. 


  

	4.3	 The profits (or lasses) shown in the Accounts have not to a material extent been affected (except as disclosed
!herein) by any extraordinary or exceptional event or circumstance or by any other factor rendering such profits unusually high or low. 


  

	5.	 Management Accounts 



 

	5.1	 The Management Accounts: 



 

	 	(a)	 have been prepared in accordance with good accounting practice an a basis consistent with !hat upon which the
management accounts of the Company for the period to the Accounts Date were prepared; 


  

	 	(b)	 reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its
results for the period covered by the Management Accounts; and 


  

	 	(c)	 are not inaccurate or misleading in any material respect. 



 

	5.2	 UM has been provided with a complete copy of the Management Accounts. 



 

	6.	 Events since the Accounts Date 



Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the
Contributions): 
  

	 	(a)	 its business has been carried on in the ordinary course and so as to maintain the same as a going concern;



  

	 	(b)	 it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other
than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); 


  


	 	(c)	 no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan
capital or other debenture; 


  

	 	(d)	 no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its
employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; 



 

	 	(e)	 it has not borrowed monies (except in the ordinary course of the business carried an by it or from its bankers
under agreed loan facilities); 


  

	 	(f)	 there has not been any material deterioration in the financial position or prospects of the Business (whether
in consequence of normal trading or otherwise); 


  

	 	(g)	 neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book,
expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; 


  

	 	(h)	 no part of the Business has been affected to a material extent by the lass of any important customer, or of any
source of supply or by the cancellation or lass of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; 















	 	(i)	 no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which
would entitle any employee to claim that he has been constructively dismissed; 


  

	 	(j)	 no resignation or termination of employment of any officer or key employee of the Company;



  

	 	(k)	 no material change to a material contract or agreement by which the Company or any of its assets is bound or
subject; and 


  

	 	(l)	 there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than
those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company. 



 

	7.	 Taxation 


  

	7.1	 The Company has duly and punctually made all Tax Returns and given or delivered all notices, accounts and
information which ought to have been made to and is not and has not been involved in any dispute with any Tax Authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of it for Taxation and
the Warrantors are not aware of any matter which may lead to such dispute. 


  

	7.2	 The Company has duly paid or fully provided for all Taxation (including deferred tax) for which it is liable
and there are no circumstances in which interest or penalties in respect of Taxation not duly paid could be charged against it in respect of any period prior to Completion. 



 

	7.3	 All Taxation due in respect of payments made by the Company to any person, which ought to have been made under
deduction or reduction of Taxation, has been properly deducted and accounted for to the appropriate Tax Authority from all such payments made. 


  

	7.4	 All documents to which the Company is a party or which form part of the Company’s title to any asset owned
or possessed by it or which the Company may need to enforce or produce in evidence in the courts of the United Kingdom have been duly stamped and (where appropriate) adjudicated. 



 

	7.5	 No claim has been received by the Company from a jurisdiction in which Tax Returns have not been filed by the
Company that the Company is or may be subject to Taxation by such jurisdiction. 


  

	7.6	 The Company has not agreed to any waiver of any statute of limitations in respect of Taxation or has agreed to,
or is subject to, any extension of time with respect to a Taxation assessment or deficiency. 


  

	7.7	 The Company has not ever been a member of an affiliated, consolidated, combined, unitary or aggregate group or
filed any Tax Return as a member of such group (other than with respect to the combined, consolidated, affiliated or unitary group for Taxation purposes for which the Company is the common parent). 



 

	7.8	 The Company does not have any liability for Taxation of any other Person (i) as a result of having been a
member of an affiliated, consolidated, combined, unitary or aggregate group, (ii) under any Taxation sharing, allocation, indemnification or similar agreement or (iii) as a transferee or successor or as a result of contractual obligations.



  

	7.9	 The Company has complied in all material respects with applicable transfer pricing laws, has prepared all
necessary transfer pricing documentation as required by Applicable Law and filed all applicable Tax Returns with respect thereto. 















	7.10	 The taxable year of the Company is, and always has been, the calendar year ending 31 December. The Company and
each of its Subsidiaries is, and always has been, an accrual method taxpayer. 


  

	7.11	 The Company is not the beneficiary of any Taxation exemption, Taxation holiday or other Taxation reduction
agreement or order. 


  

	7.12	 The Company has never requested or received a ruling from any Tax Authority or signed a closing or other
agreement with any Tax Authority. 


  

	7.13	 The Company does not have and has never had any interest in any partnership, limited liability company or other
arrangement classified as a partnership for income lax purposes. 


  

	7.14	 No directors, officers or employees of the Company have received any securities, interests in securities or
securities options as defined in Part 7 of ITEPA. 


  

	7.15	 No directors, employees or officers of the Company have received any securities or interests in securities in a
form which is or could be treated as a “readily convertible asset” as defined in section 702 of ITEPA. 


  

	7.16	 All directors, officers or employees of the Company who have received any securities or interests in securities
falling within Chapter 2 of Part 7 of ITEPA have entered into elections jointly with the Company under section 431 (1) of ITEPA within the statutory time limit and a list of any such directors, officers or employees and the elections entered into is
included in the Disclosure Bundle. To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals who have acquired Ordinary Shares that are or were subject to vesting
upon the grant thereof by the Company. 


  

	7.17	 The Company is a close company as defined in section 439 of the CTA 2010 and is not and has never been a close
investment-holding company as defined in section 34 of the CTA 2010. 


  

	7.18	 No distribution within section 1064 of the CTA 2010 has been made by the Company and no loan or advance within
sections 455, 459 and 460 of the CTA 2010 has been made (and remains outstanding) or agreed to, by the Company, and the Company has not, since the Accounts Date, released or written off the whole or part of the debt in respect of any such loan or
advance. 


  

	7.19	 All acquisitions or disposals of assets by the Company and all supplies of services by and to the Company have
occurred at arm’s length between unconnected persons and for a consideration in cash al market value. 


  

	7.20	 The Company is registered for the purposes of the VATA (and has not al any time been treated as a member of a
group of companies for such purpose). The Company has complied with all statutory provisions, regulations and notices relating to VAT and has duly and punctually accounted for and/or paid HMRC all amounts of VAT which it ought to have so accounted
for and/or paid. 


  

	7.21	 The Company does not currently have, and has not had since the time of its formation, a taxable presence in the
United States and is not subject lo United Slates federal income lax. 


  

	7.22	 Neither the Company nor any of its Subsidiaries has deferred or delayed any payment of Taxation or received any
lax credit under measures relating lo COVID-19. 


  

	8.	 Litigation 


  

	8.1	 Neither the Company nor, so far as the Warrantors are aware, any person for whose acts and defaults it may be
vicariously liable, is at present engaged whether as claimant, defendant or otherwise in any legal action, proceeding or arbitration which is either in progress or is threatened or, so far as the Warrantors are aware, is pending (other than as
claimant in the collection of debts arising in the ordinary course of the business carried on by it none of which 















	 	
exceeds £100,000 and which do not exceed £250,000 in aggregate) or is being prosecuted for any criminal offence and no governmental, regulatory or official investigation or inquiry
concerning the Company is threatened or in progress or so far as the Warrantors are aware, pending. 

  

	8.2	 There is no legal action, proceeding or arbitration currently threatened, so far as the Warrantors are aware,
that questions the validity of this Agreement or that would reasonably be expected to have, either individually or in the aggregate, a material adverse change in the financial or trading position of the Company. 



 

	8.3	 There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to
initiate. 


  

	8.4	 There are no circumstances known to any of the Warrantors likely to lead to any such claim or legal action,
proceeding or arbitration, prosecution, investigation or inquiry. 


  

	8.5	 Neither the Company nor any of the Key Persons nor, so far as the Warrantors are aware, any person acting for
or on behalf of the Company is being prosecuted for an offence, nor are they or have they been the subject of any investigation, or inquiry by, or on behalf of, any governmental, administrative or regulatory authority, in respect of any offence or
alleged offence, under the Bribery Act 2010 of the United Kingdom or under applicable anti-corruption laws or regulations of any other jurisdiction, and there are no circumstances known to any of the Warrantors likely to give rise to any such
prosecution, investigation or inquiry. 


  

	9.	 Properties 


  

	9.1	 The Properties (and the interest held by the Company) are identified in the Disclosure Letter and they are the
only properties in which the Company has an interest or occupies. 


  

	9.2	 The details of the Properties as set out in the Disclosure Letter are entirely accurate and incorporate all
adverse rights (including, without limitation, charges, leases, contracts, title and planning restrictions and Encumbrances) affecting the Properties. 


  

	9.3	 The Company has duly complied with the obligations affecting the Properties and no termination notice has been
given (by the landlord or the tenant) in relation to any lease relating to any of the Properties. 


  

	9.4	 There are no outstanding liabilities (actual, anticipated or contingent) in relation to any of the Properties
(including, without limitation, outstanding rent reviews and future duties to reinstate alterations) or in relation to any property formerly owned or occupied by the Company. 



 

	9.5	 The Properties are fully insured and the Company has appropriate rights to ensure any damage by an insured risk
is reinstated. 


  

	10.	 intellectual Property 



 

	10.1	 The Company has taken reasonable and appropriate steps to protect all intellectual Property and know-how used by it and the Company has not itself granted any rights to third parties in relation to any of its intellectual Property. 



 

	10.2	 So far as the Warrantors are aware, neither (i) the use, commercialisation or development of any product
as presently contemplated by the Company, nor (ii) the manufacture of any product as presently manufactured or presently contemplated to be manufactured by or on behalf of the Company infringes any lntellectual Property right of any third party
and the Warrantors are not aware of any claims or applications for registration of lntellectual Property which might be material for disclosure to UM as the acquirer of the Company. 



 

	10.3	 All lntellectual Property, which is or is likely to be material to the business of the Company:
















	 	(a)	 is (or in the case of applications will be) legally and beneficially vested exclusively in the Company; or



  

	 	(b)	 is licensed to the Company by third parties by way of an agreement and/or licence which enable the Company to
use the Intellectual Property as it requires in the ordinary course of its business. 


  

	10.4	 Details of all licences (true, current and complete copies of each of which are included in the Disclosure
Bundle) entered into by the Company in relation to Intellectual Property, and in respect of which the Company is a licensor, licensee or otherwise a party, are set out in the Disclosure Letter. 



 

	10.5	 No Intellectual Property in which the Company has any interest and which is, or is likely to be, material to
the business of the Company is: 


  

	 	(a)	 being (or has been) infringed, misappropriated or used without permission by any other person; or



  

	 	(b)	 subject to any licence, estoppel or authority or similar right in favour of any other person, except as set out
in the agreements listed in the Disclosure Letter. 


  

	10.6	 All Intellectual Property which is registered in the name of the Company, or in respect of which the Company
has made application for registration, is: 


  

	 	(a)	 listed and briefly described in the Disclosure Letter; 



 

	 	(b)	 legally and beneficially vested in the Company; and 



 

	 	(c)	 valid and enforceable and not subject to any claims of opposition from any third party. 



 

	10.7	 All renewal fees in respect of the Intellectual Property registered by the Company have been duly paid, and all
other steps required for the maintenance and protection of such registered Intellectual Property have been taken, in any jurisdiction in which they are registered. 



 

	10.8	 Nothing has been done or omitted to be done whereby any of the Intellectual Property owned or used by the
Company have ceased or might cease to be valid and enforceable or whereby any person is or will be able to seek cancellation, rectification or any other modification of any registration of any such Intellectual Property. 



 

	10.9	 No other person has registered or applied to register in any country any invention, topography, copyright work,
design, trade or service mark or name, trade secret or know-how or other Intellectual Property made, or claimed to be owned, by the Company. 



 

	10.10	 All licences, agreements and arrangements entered into by the Company in respect of which the Company is a
licensor, a licensee or otherwise a party have been entered into in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any of them and no amendment made or accepted to their terms
since they were first entered into; and, so far as the Warrantors are aware, the obligations of all parties under each of the same have been fully complied with and no disputes exist or are anticipated in respect of any of them.



  

	10.11	 The Company has not knowingly disclosed or permitted tobe disclosed to any person (other than to UM and to its
agents, employees or professional advisers) any of its know-how, trade secrets, confidential Information or lists of customers or suppliers other than where the recipient is subject to an obligation owed to
the Company to keep any such Information confidential pursuant to a confidentiality agreement or similar. 


  

	10.12	 Each employee has assigned to the Company all intellectual property rights he or she owns that are related to
the Company’s business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, 















	 	
reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to
practice, development, or making of such intellectual property right, to the Company’s business as then conducted or as then proposed to be conducted, (ii) were developed on any amount of the Company’s time or with the use of any of
the Company’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for the Company. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees (or
Persons it currently intends to hire) made prior to their employment by the Company, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.


  

	10.13	 Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company’s Intellectual Property to
which the Company is party, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary
rights and processes of any other Person. 


  

	10.14	 No government funding, facilities of a university, college, other educational institution or research center,
or funding from third parties was used in the development of any of the Company’s Intellectual Property. No Person who was involved in, or who contributed to, the creation or development of any of the Company’s Intellectual Property, has
performed services for the government, university, college, or other educational institution or research center in a manner that would affect the Company’s rights in its Intellectual Property. 



 

	11.	 Assets, debts and stock 



 

	11.1	 None of the book debts included in the Accounts, the Management Accounts or which have subsequently arisen have
been outstanding for more than two months from their due dates for payment and all such debts have realised or will realise in the normal course of collection their full value save as provided in the Accounts, the Management Accounts or in the books
of the Company. 


  

	11.2	 The Company has not granted any security over any part of its undertaking or assets. 



 

	11.3	 All assets used by and all debts due to the Company or which have otherwise been represented as being its
property or due to it or used or held for the purposes of its business are at the date of Completion its absolute property and none is the subject of any Encumbrance (save in respect of liens arising in the normal course of trading) or the subject
of any factoring arrangement, hire-purchase, retention of title, conditional sale or credit sale agreement. 


  

	12.	 Contracts with connected persons 



 

	12.1	 There are no loans made by the Company to any of its directors, officers, employees or shareholders and/or any
person connected with any of them and no debts or liabilities owing by the Company to any of its directors, officers, employees or shareholders and/or any person connected with them as aforesaid other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. 



 

	12.2	 There are no existing contracts or arrangements to which the Company is a party and in which any of its
directors, officers, employees or shareholders and/or any person connected with any of them is interested. 


  

	12.3	 None of the Company’s directors, officers, employees or employees or shareholders and/or any person
connected with any of them have any direct or indirect ownership interest in any firm or corporation with which the Company is connected or with which the Company has a business relationship, or any firm or corporation which competes with the
Company except that directors, officers, employees or shareholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding share capital of) publicly traded companies that may compete with the Company.
















	12.4	 There are no agreements between any of the Key Persons and/or Sellers (in relation to the Company) or between
any of the Key Persons and/or Sellers and the Company other than this Agreement and the Existing Agreements. 


  

	12.5	 No Key Person nor any person connected with a Key Person owns any property used by the Company.



  

	13.	 Employment and consultancy arrangements 



 

	13.1	 Full details of all contracts of service or for services and other arrangements (including, without limitation,
compensation, length of service, details of notice periods, confidentiality obligations, intellectual property rights and obligations and all remuneration) of all officers, employees, workers and consultants of the Company (such contracts, the
“Employment Agreements”) are included in the Disclosure Letter. 


  

	13.2	 There are no agreements or other arrangements (binding or otherwise) or outstanding or anticipated claims or
disputes between the Company and any trade union or other body representing all or any of the employees of the Company. 


  

	13.3	 The Company does not owe any amount to, nor does it have any outstanding obligations in respect of, any of its
present or former directors, employees or shareholders other than remuneration accrued during the month in which this Agreement has been entered into. 


  

	13.4	 Save as Disclosed, there is not in existence nor is it proposed to introduce any share incentive, share option,
profit sharing, bonus or other incentive arrangements (the “Incentive Plans”) for or affecting any employees, consultants or former employees or former consultants. 



 

	13.5	 No gratuitous payment has been made or promised in connection with the actual or proposed termination or
suspension of employment or variation of any contract of employment or of any contract for services of any present or former director, employee, worker or consultant of the Company. 



 

	13.6	 No person has been or is employed by the Company who did not or does not have leave to enter or remain in the
United Kingdom or otherwise in breach of section 8 of the Asylum and Immigration Act 1996 of the United Kingdom or sections 15 to 21 (inclusive) of the Immigration, Asylum and Nationality Act 2006 of the United Kingdom (as applicable).



  

	13.7	 There are no agreements or arrangements (whether legally enforceable or not), employee benefit plans within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 197 4 of the United States of America, as amended, deferred compensation arrangements, change in control plans, vacation plans, employee benefit plans (the “Benefit
Plans” and, collectively with the Employment Agreements and the Incentive Plans, the “Employee Plans”) in relation to which the Company has incurred, will incur or could incur any liability or responsibility for or in relation
to the provision of any pensions, allowances, lump sums gratuities or other like benefits on redundancy, retirement, withdrawal from service or on death or during periods of sickness or disablement or accident for or in respect of any director, or
former director or employee or former employee of the Company or any person who has at any time agreed to provide services to the Company or any dependants of any such persons and no proposals or announcements have been made about the introduction,
continuance, variation of, or payment of any contribution towards any such agreements or arrangements. 


  

	13.8	 There is no outstanding dispute or complaint in relation to the types of benefits described in warranty
statement 13.7 and there have been no communications with the Pensions Advisory Service, the Pensions Ombudsman, HMRC, and/or the Pensions Regulator in relation to such benefits. 















	13.9	 Neither the Company nor any person who is an “associate” of or “connected” with it (as such
terms apply in sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) has, at any time since 19 December 1996, contributed towards, participated in or had employees who participated in, an occupational pension scheme to which section
75 of the Pensions Act 1995 of the United Kingdom applies, has applied or can apply. 


  

	13.10	 No current or former employee or director of the Company has at any time since 30 August 1993 had his
contract of employment transferred during the present period of continuous employment as a result of a “relevant transfer” for the purposes of either the Transfer of Undertakings (Protection of Employment) Regulations 1981 of the United
Kingdom (before those regulations were revoked) or the Transfer of Undertakings (Protection of Employment) Regulations 2006 where he had previously been a member of an occupational pension scheme that provided benefits available other than on old
age, invalidity or death. 


  

	13.11	 Each current and former employee, consultant and officer of the Company has executed an ag reement with the
Company providing for customary confidentiality and proprietary information obligations or such provisions are otherwise included in their employment agreement with the Company (the “Confidential Information Agreements”). No current
or former Key Person has excluded works or inventions from his or her assignment of inventions pursuant to such Key Person’s Confidential Information Agreement. Each current and former Key Person is bound by restrictive covenants in a form
which provides suitable protection to the Company against competition and solicitation. The Warrantors are not aware that any Key Person or former Key Person is in violation of any agreement described in this paragraph 13.11. 



 

	13.12	 True, complete and correct copies of the Employee Plans and, with respect to the Benefit Plans, the following
documents, where applicable, have previously been delivered to UM: (i) all documents embodying or governing such Employee Plan (or for unwritten Employee Plans a written description of the material terms of such Employee Plan) and any funding
medium for the Employee Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description (or other
descriptions provided to employees) and all modifications thereto; (vi) the last three years of non-discrimination testing results; and (vii) all non-routine
correspondence to and from any governmental agency. 


  

	13.13	 Each Employee Plan is and has been established, operated, and administered in all material respects in
accordance with applicable laws and regulations and with its terms. 


  

	13.14	 Neither the execution and delivery of this Agreement, the shareholder approval of this Agreement, nor the
consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or
benefit to any employee, officer, director or other service provider of the Company or any of its ERISA Affiliates; (ii) further restrict any rights of the Company to amend or terminate any Employee Plan; (iii) result in any
“parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). 



 

	14.	 Statutory and legal requirements 



 

	14.1	 All statutory, municipal, governmental, court and other requirements applicable to the carrying on of the
business of the Company, the formation, continuance in existence, creation and issue of securities, management, property or operation of the Company have been complied with, and all permits, authorities, licences and consents have been obtained and
all conditions applicable thereto complied with and so far as the Warrantors are aware there are no circumstances which might lead to the suspension, alteration or cancellation of any such permits, authorities, licences or consents, nor is there any
agreement which materially restricts the fields within which the Company may carry on its business. Without limiting the foregoing: 


  

	 	(a)	 The Company possesses all permits, licenses, registrations, certificates, authorisations, orders and approvals
from the appropriate federal, state or foreign 















	 	
regulatory authorities necessary to conduct its business as now conducted, including all such permits, licenses, registrations, certificates, authorizations, orders and approvals required by any
agencies or bodies engaged in the regulation of drugs, pharmaceuticals, medical devices or biohazardous materials. The Company has not received any notice of proceedings relating to the suspension, modification, revocation or cancellation of any
such permit, license, registration, certificate, authorization, order or approval. Neither the Company nor, to the Company’s knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct that
has previously caused or would reasonably be expected to result in (i) disqualification or debarment by the FDA under 21 U.S.C. Sections 335(a) or (b), or any similar law, rule or regulation of any other governmental entities,
(ii) debarment, suspension, or exclusion under any federal healthcare programs or by the General Services Administration of the United States of America, or (iii) exclusion under 42 U.S.C.
Section 1320a-7 or any similar law, rule or regulation of any governmental entities. Neither the Company nor any of its officers, employees, or, to the Company’s knowledge, any of its contractors or
agents is the subject of any pending or threatened investigation by FDA pursuant to the FDA Application Integrity Policy and any amendments thereto, or by any other similar governmental entity pursuant to any similar policy. Neither the Company nor
any of its officers, employees, contractors, and agents has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or for any
similar governmental entity to invoke a similar policy. Neither the Company nor any of its officers, employees, or to the Company’s knowledge, any of its contractors or agents has made any materially false statements on, or material omissions
from, any notifications, applications, approvals, reports and other submissions to FDA or any similar governmental entity; 

  

	 	(b)	 The Company is and has been in compliance with all applicable laws administered or issued by the FDA or any
similar governmental entity, including the Federal Food, Drug, and Cosmetic Act of the United States of America and all other laws regarding developing, testing, manufacturing, marketing, distributing or promoting the products of the Company, or
complaint handling or adverse event reporting; and 


  

	 	(c)	 Neither the Company nor any of its directors, officers, employees or agents have, directly or indirectly, made,
offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the
“FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such
official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the
Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. Neither the Company nor any of its officers, directors or employees are the subject of any allegation,
voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law. 


  

	14.2	 The Company has obtained all export licences required for all products, technology or services exported by or
on behalf of the Company to or from any part of the world. 


  

	14.3	 The Company does not engage in (a) the design, fabrication, development, testing, production or
manufacture of one (1) or more “critical technologies” within the meaning of the DPA, as amended, including all implementing regulations thereof; (b) the ownership, operation, maintenance, supply, manufacture, or servicing of
“covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) the maintenance or collection, directly or indirectly, of
“sensitive personal data” of U.S. citizens within the meaning of the DPA. The Company has no current intention of engaging in such activities in the future. 















	14.4	 The Company has not committed and is not liable for any criminal, illegal, unlawful, ultra vires or
unauthorised act or breach of covenant, contract or statutory duty. 


  

	14.5	 No Key Person has: 


  

	 	(a)	 been convicted of a criminal offence (except any road traffic offence not punished by a custodial sentence);



  

	 	(b)	 been disqualified from being a company director; or 



 

	 	(c)	 given, or offered to give, a disqualification undertaking under section 1A of the Company Directors
Disqualification Act 1986 of the United Kingdom. 


  

	14.6	 No person, not being a director of the Company, has any actual or ostensible authority, whether under a power
of attorney, agency agreement or otherwise, to commit the Company to any obligation other than an obligation of a nature which it is usual for it to incur in the ordinary course of its business. 



 

	14.7	 In respect of any Personal Data processed by the Company, the Company: 



 

	 	(a)	 has made all necessary registrations and notifications of its particulars in accordance with the Data
Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom in which the Company operates; 


  

	 	(b)	 has complied with the Data Protection Legislation (including but not limited to the Data Protection Principles)
and any guidance notes or guidelines issued from time to time by the Information Commissioner (and any successor) and all other relevant authorities, or any similar applicable law in jurisdictions other than the United Kingdom for which the Company
operates; 


  

	 	(c)	 has not received any enforcement notice, information notice, special information notice, monetary penalty
notice or other notice, letter or complaint alleging a breach by it of any of the provisions of the Data Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom for which the Company operates or requesting
information as to its data protection policies or practices and no circumstances exist which may give rise to any of the above; 


  

	 	(d)	 has not awarded compensation to an individual under the Data Protection Legislation, or any similar applicable
law in jurisdictions other than the United Kingdom for which the Company operates no claim for such compensation is outstanding and so far as the Warrantors are aware there is no reason to believe that any circumstances exist which might lead to any
claim for compensation being made; 


  

	 	(e)	 is not the subject of any order made against it for the rectification, blocking, erasure or destruction of any
data under the Data Protection Legislation or any similar applicable law in jurisdictions other than the United Kingdom for which the Company operates, no application for such an order is outstanding and, so far as the Warrantors are aware there is
no reason to believe that any circumstances exist which might lead to any application for such an order being made; and 


  

	 	(f)	 has not received any warrant issued under the Data Protection Legislation authorising the Information
Commissioner or other relevant authorities to enter any premises of the Company. 


  

	14.8	 In respect of any Grant Funding provided to the Company full details of which are set out in the Disclosure
Letter: 















	 	(a)	 The Company has complied in all respects with the terms and conditions on which any Grant Funding has been
provided to the Company. 


  

	 	(b)	 The entry into this Agreement and the fulfilment of the Business Plan will not: 



 

	 	(i)	 breach any terms or conditions of any Grant Funding; and 



 

	 	(ii)	 alter or abrogate any rights of the Company under any Grant Funding. 



 

	 	(c)	 No Grant Funding will be terminated or be required to be repaid as a result of the entry into this Agreement or
the fulfilment of the Business Plan. 


  

	14.9	 The studies, tests, preclinical development and clinical trials, if any, conducted by or an behalf of the
Company are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional and scientific standards for products or product candidates comparable to those being developed
by the Company and all applicable laws and regulations. The descriptions of, protocols for, and data and other results of, the studies, tests, development and trials conducted by or on behalf of the Company !hat have been furnished or made available
to UM are accurate and complete. The Warrantors are not aware of any studies, tests, development or trials the results of which reasonably call into question the results of the studies, tests, development and trials conducted by or an behalf of the
Company, and the Company has not received any notices or correspondence from any relevant governmental entity or any institutional review board or comparable authority requiring the termination, suspension or material modification of any studies,
tests, preclinical development or clinical trials conducted by or on behalf of the Company. 


  

	15.	 Records and registers 



 

	15.1	 The records (including computer records), statutory books, registers, minute books and books of account of the
Company are duly entered up and maintained in accordance with all legal requirements applicable thereto and contain true, full and accurate records of all matters required to be dealt with therein and all such books and all records and documents
(including documents of title) which are its property are in its possession or under its control. 


  

	15.2	 All accounts, documents and returns required to be delivered or made to the Registrar of Companies have been
duly and correctly delivered or made. There has been no notice of any proceedings to rectify the register of members of the Company or the Company’s persons with significant control (“PSC”) register and there are no
circumstances which might lead to any application for rectification of the register of members or the PSC register. 


  

	16.	 Insurance 


  

	16.1	 The Disclosure Letter contains a summary of all insurance policies held by the Company. In respect of such
insurances: 


  

	 	(a)	 all premiums have been duly paid to date; 



 

	 	(b)	 all the policies are in full force and effect and are not voidable on account of any act, omission or non-disclosure an the part of the insured party nor could they be declared null and void or as a consequence of which any claim might be rejected; and 



 

	 	(c)	 there are no circumstances which would or might give rise to any claim and no insurance claim is outstanding.



  

	16.2	 The Company has all insurance policies !hat would be reasonable and customary for companies like the Company,
with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed. 



 

	17.	 Group structure 















	17.1	 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any
shares, securities or other interest in any company or other person. 


  

	18.	 Agreements and capital commitments 



 

	18.1	 The Company: 


  

	 	(a)	 has no material capital commitments; 



 

	 	(b)	 is not a party to any contract, arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of an unusual, onerous or long-term nature or which involves or could involve a material obligation or liability, including any contract, arrangement or commitment that includes milestone-based payments or royalties;



  

	 	(c)	 has not become bound and no person has become entitled (or with the giving of notice and/or the issue of a
certificate and/or the passage of time or otherwise may become entitled) to require it to repay any loan capital or other debenture, redeemable preference share capital, borrowed money or grant made to it by any governmental or other authority or
person prior to the stipulated due date; 


  

	 	(d)	 is not a party to any agreement which is or may become terminable as a result of the entry into or completion
of this Agreement; 


  

	 	(e)	 is not bound by any guarantee or contract of indemnity or suretyship under which any liability or contingent
liability is outstanding; 


  

	 	(f)	 has not entered into any agreement which requires or may require, or confers any right to require, the sale
(whether for cash or otherwise) or the transfer by it of any asset; 


  

	 	(g)	 is not a party to any joint venture, consortium, partnership, unincorporated association or profit sharing
arrangement or agreement; 


  

	 	(h)	 is not a party to or enjoys the benefit of any agreement requiring registration or notification under or by
virtue of any statute; 


  

	 	(i)	 is not a party to any contract that contains any non-competition or
similar obligations binding the Company or that otherwise prohibits the Company from entering into any line of business; 


  

	 	(j)	 is not a party to any contract in which the Company has granted exclusive marketing or distribution rights
relating to any products or territory; 


  

	 	(k)	 is not a party to any contract with any governmental authority or any academic institution;



  

	 	(l)	 is not a party to any manufacturing agreement; or 



 

	 	(m)	 is not in default of any agreement or arrangement to which it is a party which would enable the other party to
such agreement or arrangement to terminate or would give rise to material liability for the Company. 


  

	18.2	 The Company has not been and is not a party to any contract or arrangements binding upon it for the purchase or
sale of property or the supply of goods or services at a price different to that reasonably obtainable on an arm’s length basis. 


  

	19.	 Borrowings and facilities 



Full details of all limits on the Company’s bank overdraft facilities and all borrowings of the Company are set out in the Disclosure
Letter and the Company is not in breach of any of their terms and none of such facilities or terms of borrowing will be terminated as a result of the entry into of this Agreement. 













	20.	 Social obligations 



 

	20.1	 So far as the Warrantors are aware, the Company has during the three years ending on the date of this Agreement
compiled with all its Social Obligations and it continues to do so. 


  

	20.2	 No person has in the last 12 months notified the Company of any alleged breach of its Social Obligations.



  

	21.	 Brokers’ and finders’ fees 



 

	21.1	 Neither the Company nor any of the Sellers have incurred, nor will incur, directly or indirectly, any liability
for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement or the transactions contemplated hereby, nor will UM or its
Subsidiaries (prior to or following Completion) incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Company or any of the Sellers. 



* * * * * 












 The Notary public informed the persons appearing as follows: 

 

	 	•	 	 The agreement notarised in this Deed is subject to English law. The Notary informed that persons appearing that
she is only familiar with German law and recommends involving English lawyers for legal advice. The persons appearing confirmed that on both sides English legal professionals advised the parties and drafted the agreement contained in this Deed. The
persons appearing requested to finalise the notarisation. 


  

	 	•	 	 All contractual agreements in connection with this Deed (“miteinander stehen und fallen”) are to
be notarized and side agreements outside of this Deed may entail the invalidity of the side agreements and this Deed, whereupon the parties hereto declared that there are no such other contractual agreements. 



 

	 	•	 	 There is no bona fide creation nor acquisition nor ranking of shares (i.e., the purchaser is not protected if the
shares do not exist, have been previously transferred to a third party, or have been previously encumbered for the benefit of a third party) if not otherwise provided for in sec. 16 para. 3 German Limited Liability Companies Act (GmbHG).



  

	 	•	 	 The parties hereto are, by operation of law, jointly and severally liable with respect to the payment of all
notarial fees, irrespective of any internal agreement passed in that respect. 


  

	 	•	 	 that the Notary has not advised on tax matters and recommends involving a third party for any lax advice. The
person appearing confirmed that tax advisers have been involved prior to the notarisation of this Agreement 


 *** 












 This Deed except the Schedules 2 and 3 to the contained Second Amendment Deed only for information and
evidence purposes, was read aloud by the Notary to the persons appearing in the English and where referred to in the German language, approved in its entirety by the persons appearing and signed by the persons appearing and the Notary in their own
hands as follows: 
  
  
 



 












 NOTE OF ENCLOSURE 

relating to deed no. 52/2021 M 
 Today, I
have attached certified copies of the following documents to this deed: 
  

	 	•	 	 Consent to a notarial deed I Confirmation of power of attorney of United Medicines Biopharma Limited dated
29 January 2021 (Deed Roll No. 57/2021 M of the Notary Dr. Christiane Mühe, Frankfurt/Main), 


  

	 	•	 	 Consent to a notarial deed I Confirmation of power of attorney of Medicxi (MVI) S.à r.l. dated 29
January 2021 (Deed Roll No. 56/2021 M of the Notary Dr. Christiane Mühe, Frankfurt/Main). 


 I hereby certify that the attached
copies are true and complete copies of the original documents. 
 Frankfurt am Main, the 29 January 2021 

 

	
	




	Dr. Christiane Mühe
	Civil Law Notary