Exscientia Ltd (Form: F-1/A, Received: 09/17/2021 17:17:23)

As filed with the United States Securities and Exchange Commission on September 17, 2021.

Registration Statement No. 333-259431

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

Form F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Exscientia Limited+

	England and Wales			2836			Not applicable
	(State or other jurisdiction of incorporation or organisation)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

The Schrödinger Building
Oxford Science Park
Oxford OX4 4GE
United Kingdom
Tel: +44 (0) 1865 818941

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Exscientia Inc.
Office 316
2125 Biscayne Blvd.
Miami, Florida 33137
United States
Tel: +1 954 406 8602

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Divakar Gupta
Marc Recht
Cooley LLP
55 Hudson Yards
New York, New York 10001
+1 212 479 6000

David Boles
Claire Keast-Butler
Cooley (UK) LLP
22 Bishopsgate
London EC2N 4BQ
United Kingdom
+44 20 7583 4055

Andrew Harrow
Goodwin Procter (UK) LLP
100 Cheapside
London EC2V 6DY
United Kingdom
+44 20 7447 4200

Robert Puopolo
Seo Salimi
William Magioncalda
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
+1 617 570-1000

Approximate date of commencement of proposed sale to public:
As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Ordinary shares, nominal value £0.16 per share(3)(4)	$100,000,000		$	10,910

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional American Depositary Shares, or ADSs, that the underwriters have the option to purchase.

(2)

Previously paid.

(3)

These ordinary shares are represented by ADSs, each of which represents one ordinary share of the Registrant.

(4)

ADSs issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (File No. 333- ).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), shall determine.

Prior to the completion of this offering, we intend to re-register the Registrant as a public limited company under the laws of England and Wales and will change the Registrant’s name from Exscientia Limited to Exscientia plc. See the section titled “Corporate Reorganisation” in the prospectus which forms a part of this registration statement.

†

The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

Exscientia Limited is filing this Amendment No. 1 to its Registration Statement on Form F-1 (File No. 333-259431), which was initially filed with the Securities and Exchange Commission on September 10, 2021, or the Registration Statement, for the sole purpose of filing Exhibits 3.2, 4.1, 4.2, 5.1, 10.7, 10.8, 10.9, 10.17, 10.18 and 23.2 to the Registration Statement and making corresponding updates to Item 8 and the Exhibit Index. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement, and the exhibits filed herewith. This Amendment No. 1 does not contain a copy of the prospectus that was included in the Registration Statement and is not intended to amend or delete any part of the prospectus.

PART II

Information Not Required in Prospectus

Item 6. Indemnification of Directors and Officers.

Subject to the Companies Act 2006, or the Companies Act, members of the registrant’s board of directors and its officers have the benefit of the following indemnification provisions in the registrant’s articles of association:

Current and former members of the registrant’s board of directors or officers shall be indemnified for all costs, charges, losses, expenses and liabilities sustained or incurred by them in connection with their duties or powers in relation to us, any associated company (as defined in the Companies Act) or any pension fund or employee share scheme of ours or an associated company and in relation to our (or an associated company’s) activities as trustee of an occupational pension scheme, including any liability incurred in defending any criminal or civil proceedings in which judgement is given is his or her favour or in which he or she is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her behalf or in connection with any application in which the court grants him or her relief from liability for negligence, default, breach of duty or breach of trust in relation to the registrant’s or its group’s affairs.

In the case of current or former members of the registrant’s board of directors, in compliance with the Companies Act, there shall be no entitlement to indemnification as referred to above for (i) any liability incurred to the registrant or any associated company, (ii) the payment of a fine imposed in any criminal proceeding or a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iii) the defence of any criminal proceeding if the member of the registrant’s board of directors is convicted, (iv) the defence of any civil proceeding brought by the registrant or an associated company in which judgement is given against the director and (v) any application for relief under the Companies Act in which the court refuses to grant relief to the director.

The registrant may provide any current or former director or officer with funds to meet expenditure incurred or to be incurred by them in connection with any proceedings or application referred to above and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. Members of the registrant’s board of directors and its officers who have received payment from the registrant under the relevant indemnification provisions must repay the amount they received in accordance with the Companies Act or in any other circumstances that the registrant may prescribe or where the registrant has reserved the right to require repayment.

The underwriting agreement the registrant will enter into in connection with the offering of ADSs being registered hereby provides that the underwriters will indemnify, under certain conditions, the registrant’s board of directors and its officers against certain liabilities arising in connection with this offering.

Item 7. Recent Sales of Unregistered Securities.

The following list sets forth information regarding all unregistered securities sold by Exscientia AI Limited since January 1, 2018, through the date of the prospectus that forms a part of this registration statement.

Issuances of Share Capital

•

On November 14, 2018, Exscientia AI Limited issued 4,324 A Ordinary Shares to shareholders of Kinetic Discovery Limited at a purchase price of £0.001 per share for aggregate consideration of £4.32.

•

On December 24, 2018, Exscientia AI Limited issued 29,408 Series B Shares to insiders and accredited investors at a purchase price of £635 per share for an aggregate consideration of £18,674,841.

II-1

•

On May 31, 2019, Exscientia AI Limited issued 150 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £2.53 per share for an aggregate consideration of £379.50 and 50 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for aggregate consideration of £244.

•

On May 31, 2019, Exscientia AI Limited issued 3,063 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £2.53 per share for aggregate consideration of £14,947.

•

On May 18, 2020, Exscientia AI Limited issued 57,295 Series C Shares to insiders and accredited investors at a purchase price of £855.09 per share for aggregate consideration of £48,992,382.

•

On June 18, 2020, Exscientia AI Limited issued 100 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for aggregate consideration of £488.

•

On July 15, 2020, Exscientia AI Limited issued 30 B Ordinary Shares to a consultant engaged by the Company at a purchase price of £6.70 per share for aggregate consideration of £201.

•

On August 7, 2020, Exscientia AI Limited issued 2,012 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for an aggregate consideration of £9,818.

•

On September 14, 2020, Exscientia AI Limited issued 955 Junior C Shares to Rally Profit Limited at a purchase price of £813 per share for an aggregate consideration of £776,509.

•

On September 14, 2020, Exscientia AI Limited issued 6,303 Junior C Shares to Harmony Way Group Limited at a purchase price of £813 per share for an aggregate consideration of £5,124,961.

•

On September 14, 2020, Exscientia AI Limited issued 2,865 Junior C Shares to Gavin Resources Limited at a purchase price of £813 per share for an aggregate consideration of £2,329,528.

•

On October 7, 2020, Exscientia AI Limited issued 30 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for an aggregate consideration of £146.

•

On October 30, 2020, Exscientia AI Limited issued 200 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for an aggregate consideration of £976.

•

On March 1, 2021, Exscientia AI Limited issued 17,132 Series C1 Shares to insiders and accredited investors at a purchase price of £1,256 per share for an aggregate consideration of £21,450,896.

•

On April 8, 2021, Exscientia AI Limited issued 13 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.88 per share for an aggregate consideration of £63.44.

•

On April 27, 2021, Exscientia AI Limited issued 100 B Ordinary Shares pursuant to an employee option exercise and 300 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £2.53 per share for an aggregate consideration of £1,012, and 300 B Ordinary Shares pursuant to an employee option exercise at a purchase price of £4.38 per share for an aggregate consideration of £1,314.

•

On April 27, 2021, Exscientia AI Limited issued 57,108 Series D1 Shares to insiders and accredited investors at a purchase price of $3,502.17 per share for an aggregate consideration of $200,001,924.36.

•

On May 7, 2021, Exscientia AI Limited issued 7,139 Series D1 Shares to accredited investors at a purchase price of $3,502.17 per share for an aggregate consideration of $25,001,991.63.

II-2

The offers, sales and issuances of the securities described in the preceding paragraph were exempt from registration either (1) under Section 4(a)(2) of the Securities Act in that the transactions were between an issuer and members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2), (2) under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation or (3) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States.

Share Option Grants

Since January 1, 2018 through the date of the prospectus that forms a part of this registration statement, Exscientia AI Limited has granted share options to employees, directors, consultants and service providers covering an aggregate of ordinary shares with exercise prices ranging from £ to £ per share, as follows:

II-3

Item 8. Exhibits and Financial Statement Schedules

Exhibits

	Exhibit Number			Description of Exhibit
	1.1*			Form of Underwriting Agreement.
	3.1*			Articles of Association, as amended and as currently in effect.
	3.2			Form of Articles of Association to become effective upon the closing of this offering.
	4.1			Form of Deposit Agreement.
	4.2			Form of American Depositary Receipt (included in exhibit 4.1).
	5.1			Opinion of Cooley (UK) LLP.
	10.1**			Shareholders’ Agreement Relating to Exscientia Limited (then named Exscientia Holdings Limited), dated August 10, 2021, by and between the Subscribers, Non-Investing Shareholders, and Manager thereto and Exscientia Limited.
	10.2#**			Form of Employment Agreement by and between Andrew Hopkins and Exscientia Limited.
	10.3#**			Form of Employment Agreement by and between Ben Taylor and Exscientia Limited.
	10.4†**			Collaboration Agreement, dated March 28, 2016, by and between Evotec International GmbH and Exscientia AI Limited (then named Exscientia Limited), as amended.
	10.5†**			Patent Assignment Agreement, dated October 1, 2019, by and between the University of Dundee and Exscientia AI Limited (then named Exscientia Limited).
	10.6†**			Share Sale, Transfer and Merger Agreement Regarding Allcyte GmbH, dated June 2, 2021, by and among the Sellers thereto and Exscientia AI Limited (then named Exscientia Limited).
	10.7†			Research Collaboration and Licence Option Agreement, dated June 27, 2016, by and between Sanofi S.A. and Exscientia AI Limited (then named Exscientia Limited).
	10.8†			Collaboration and License Agreement, dated May 3, 2021, by and between Bristol-Myers Squibb Company and Exscientia AI Limited (then named Exscientia Limited).
	10.9†			Amended and Restated Collaboration Agreement, effective as of December 18, 2019, by and between Bayer A.G. and Exscientia AI Limited (then named Exscientia Limited).
	10.10**			Subscription Agreement between the Registrant and the Bill & Melinda Gates Foundation, effective as of September 1, 2021.
	10.11**			Lease relating to Part Ground Floor, The Schrodinger Building, The Oxford-Science Park, Sandford-on-Thames, Oxford, by and between Exscientia AI Limited (then named Ex Scientia Limited) and The Oxford Science Park Limited, dated July 27, 2018.
	10.12**			Lease relating to Third Floor, The Schrodinger Building, The Oxford Science Park, Sandford-on-Thames, Oxford, by and between Fuel 3D Technologies Limited and The Oxford Science Park Limited, dated April 11, 2018.
	10.13**			Lease between MEPC Milton Park No. 1 Limited, MEPC Milton Park No. 2 Limited, and Exscientia AI Limited (then named Exscientia Limited), effective as of July 13, 2021.
	10.14**			Sublease by and between Allcyte GmbH and The University of Veterinary Medicine, Vienna, dated as of February 6, 2018.
	10.15**			Lease Agreement, by and between HG 3 Beteiligungsverwaltung GmbH & CoKG and Alphaexscientia Beteiligungs GmbH, effective as of September 3, 2021.
	10.16**			Lease Agreement, by and between HG 3 Beteiligungsverwaltung GmbH & CoKG and Alphaexscientia Beteiligungs GmbH, effective as of September 3, 2021.
	10.17			Form of Deed of Indemnity between the Registrant and each of its directors.
	10.18			Form of Deed of Indemnity between the Registrant and each of its executive officers.
	10.19#**			The Exscientia Plc 2021 Equity Incentive Plan with Non-Employee Sub-Plan and CSOP Sub-Plan.
	10.20#**			The Exscientia Unapproved Share Option Plan with RSU Sub-Plan.
	10.21#**			The Exscientia Company Share Option Plan.
	10.22#**			The Exscientia Enterprise Management Incentive Plan.

II-4

	Exhibit Number			Description of Exhibit
	21.1**			Subsidiaries of the registrant.
	23.1**			Consent of PricewaterhouseCoopers LLP, the registrant’s independent registered public accounting firm.
	23.2			Consent of Cooley (UK) LLP (included in Exhibit 5.1).
	24.1**			Power of Attorney (included on signature page to this registration statement).

†

Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because they are both not material and the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.

To be filed by amendment.

Previously filed.

Indicates a management contract or any compensatory plan, contract or arrangement.

Financial Statement Schedules

None. All schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the consolidated financial statements and notes thereto.

Item 9. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorised, in the UK, on September 17, 2021.

EXSCIENTIA LIMITED

By:

/s/ Andrew Hopkins

Name:

Andrew Hopkins, DPhil, FRSE, FRSC

Title:

Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andrew Hopkins Andrew Hopkins, DPhil, FRSE, FRSC	Chief Executive Officer and Director (Principal Executive Officer)	September 17, 2021
/s/ Ben Taylor Ben Taylor	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	September 17, 2021
* David Nicholson, Ph.D.	Chairman of the Board of Directors	September 17, 2021
* Elizabeth Crain	Director	September 17, 2021
* Robert Ghenchev	Director	September 17, 2021
* Joanne Xu	Director	September 17, 2021

II-6

Signature	Title	Date
* Mario Polywka, DPhil	Director	September 17, 2021
*By: /s/ Andrew Hopkins Name: Andrew Hopkins Title: Attorney-in-Fact		September 17, 2021

II-7

SIGNATURE OF AUTHORISED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, the duly authorised representative in the United States of Exscientia Limited has signed this registration statement or amendment thereto on September 17, 2021.

Exscientia Inc.

By:

/s/ Andrew Hopkins

Name:

Andrew Hopkins

Title:

Authorised Signatory

II-8

Exhibit 3.2

Company number: 13483814

EXSCIENTIA PLC

Articles of association

(Adopted on ______________ 2021)

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4AJ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

Contents

Clause

1.	Exclusion of model articles (and any other prescribed regulations)	1

2.	Interpretation	1

3.	Form of resolution	5

4.	Limited liability	5

5.	Change of name	5

6.	Shareholder rights	5

7.	Power to attach rights to shares	7

8.	Allotment of shares and pre-emption	7

9.	Redeemable shares	8

10.	Pari passu issues	8

11.	Variation of rights	8

12.	Rights deemed not varied	9

13.	Payment of commission	9

14.	Trusts not recognised	9

15.	Uncertificated shares	10

16.	Share certificates	11

17.	Replacement certificates	12

18.	Lien on shares not fully paid	12

19.	Enforcement of lien by sale	12

20.	Application of proceeds of sale	13

21.	Calls	13

22.	Liability of joint holders	13

23.	Interest on calls	13

24.	Sums treated as calls	14

25.	Power to differentiate	14

26.	Payment of calls in advance	14

27.	Notice if call or instalment not paid	14

28.	Forfeiture for non-compliance	14

29.	Notice after forfeiture	15

30.	Forfeiture may be annulled	15

31.	Surrender	15

32.	Sale of forfeited shares	15

-i-

33.

Effect of forfeiture

34.	Evidence of forfeiture	15

35.	Form of transfer	16

36.	Right to refuse registration of transfer	16

37.	Notice of refusal to register a transfer	17

38.	No fees on registration	17

39.	Other powers in relation to transfers	17

40.	Transmission of shares on death	17

41.	Election of person entitled by transmission	18

42.	Rights on transmission	18

43.	Destruction of documents	18

44.	Sub-division	19

45.	Fractions	20

46.	Annual general meetings	20

47.	Convening and format of general meetings	20

48.	Notice of general meetings	22

49.	Contents of notice of general meetings	23

50.	Omission to give notice and non-receipt of notice	24

51.	Postponement of general meeting	24

52.	Quorum at general meeting	24

53.	Procedure if quorum not present	24

54.	Chair of general meeting	25

55.	Entitlement to attend, speak and participate	25

56.	Adjournments	26

57.	Notice of adjournment	26

58.	Business of adjourned meeting	27

59.	Security arrangements and orderly conduct	27

60.	Overflow meeting rooms	27

61.	Amendment to resolutions	28

62.	Withdrawal and ruling amendments out of order	28

63.	Members’ resolutions	29

64.	Method of voting	29

65.	Objection to error in voting	29

66.	Voting procedure	29

67.	Votes of members	29

68.	No right to vote where sums overdue on shares	30

-ii-

69.

Voting by Proxy

70.	Receipt of proxy	32

71.	Revocation of proxy	33

72.	Availability of appointments of proxy	33

73.	Corporate representatives	34

74.	Failure to disclose interests in shares	34

75.	Power of sale of shares of untraced members	36

76.	Application of proceeds of sale of shares of untraced members	38

77.	Number of Directors	38

78.	Power of company to appoint Directors	38

79.	Power of Board to appoint Directors	38

80.	Eligibility of new Directors	38

81.	Classes and Retirement of Directors	39

82.	Deemed re-appointment	39

83.	Procedure if insufficient Directors appointed	40

84.	Removal of Directors	40

85.	Vacation of office by Director	40

86.	Resolution as to vacancy conclusive	41

87.	Appointment of alternate Directors	41

88.	Alternate Directors’ participation in Board meetings	42

89.	Alternate Director responsible for own acts	42

90.	Interests of alternate Director	42

91.	Revocation of alternate Director	42

92.	Directors’ fees	43

93.	Expenses	43

94.	Additional remuneration	43

95.	Remuneration of executive Directors	43

96.	Pensions and other benefits	43

97.	Powers of the Board	44

98.	Powers of Directors if less than minimum number	44

99.	Powers of executive Directors	44

100.	Delegation to committees	45

101.	Local management	45

102.	Power of attorney	45

103.	Exercise of voting power	46

104.	Provision for employees on cessation of business	46

-iii-

105.

Overseas registers

106.	Borrowing powers	46

107.	Board meetings	46

108.	Notice of Board meetings	46

109.	Quorum	47

110.	Chair	47

111.	Voting	47

112.	Participation by telephone or other form of communication	47

113.	Resolution in writing	47

114.	Proceedings of committees	48

115.	Minutes of proceedings	48

116.	Validity of proceedings	48

117.	Transactions or other arrangements with the company	48

118.	Authorisation of Directors’ conflicts of interest	49

119.	Directors’ permitted interests	50

120.	General	52

121.	Power to authenticate documents	52

122.	Use of seals	52

123.	Declaration of dividends	53

124.	Interim dividends	53

125.	Calculation and currency of dividends	53

126.	Amounts due on shares can be deducted from dividends	53

127.	Dividends not in cash	54

128.	No interest on dividends	54

129.	Method of payment	54

130.	Uncashed dividends	56

131.	Unclaimed dividends	56

132.	Scrip dividends	56

133.	Capitalisation of reserves	58

134.	Record dates	60

135.	Inspection of records	60

136.	Account to be sent to members	61

137.	Service of Notices	61

138.	Hard copy form	63

139.	Electronic form	63

140.	Electronic means	63

141.	Website	63

142.	Sending or supplying any document, information or notice by any other means	64

143.	Presence at meeting evidence in itself of receipt of notice	64

144.	Notice on person entitled by transmission	64

145.	Record date for service	64

146.	Evidence of service	65

147.	Notice when post not available	65

148.	Validation of documents in electronic form	66

149.	Winding up	66

150.	Indemnity and insurance	66

151.	Exclusive jurisdiction	67

-v-

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

EXSCIENTIA PLC

(Adopted on ______________ 2021)

Exclusion of model articles (and any other prescribed regulations)

No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company.

Interpretation

2.1

In these Articles, unless the context otherwise requires:

Act: the Companies Act 2006;

address: includes any number or address used for the purposes of sending or receiving documents or information by electronic means;

Articles: these articles of association as altered from time to time and “Article” shall be construed accordingly;

Board: the board of Directors for the time being of the Company or the Directors present or deemed to be present at a duly convened quorate meeting of the Directors;

business day: means any day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed;

certificated shares: a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;

class meeting: has the meaning given to it in Article 11;

clear days: in relation to a period of notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

Companies Acts: the Companies Acts as defined by section 2 of the Act, and includes the uncertificated securities rules and, where the context requires, every other statute (including orders, regulations or other subordinate legislation made under them) from time to time in force concerning companies and affecting the Company;

Company: Exscientia plc;

default shares: has the meaning given to it in Article 74.1;

Deferred Shares: the Company’s deferred shares with a nominal value as determined by the Board or a duly authorised committee thereof as sub-divided or consolidated from time to time (if any);

Depositary: the holder of a share for the time being held on behalf of another person on the terms of a depositary agreement or a depositary receipt or a similar document;

Director: a director for the time being of the Company;

elected shares: has the meaning given to it in Article 132.1(j);

electronic form: has the meaning given to it in section 1168 of the Act;

electronic general meeting: has the meaning given to it in Article 47.5;

electronic means: has the meaning given to it in section 1168 of the Act;

Exchange Act: collectively, the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

FSMA: the Financial Services and Markets Act 2000;

hard copy form: has the meaning given to it in section 1168 of the Act;

hybrid general meeting: has the meaning given to it in Article 47.4;

Interested Director: has the meaning given to it in Article 118.1;

Listing: listing of the Company’s Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) on Nasdaq;

member: a member of the Company, or where the context requires, a member of the Board or of any committee;

Nasdaq: the Nasdaq Stock Market LLC;

Office: the registered office from time to time of the Company;

Operator: Euroclear UK and Ireland Limited or such other person as may for the time being be approved by HM Treasury as Operator under the uncertificated securities rules;

Ordinary Shares: the Company’s ordinary shares with a nominal value as determined by the Board or a duly authorised committee thereof as sub-divided or consolidated from time to time;

paid up: paid up or credited as paid up;

participating class: a class of shares title to which is permitted by the Operator to be transferred by means of a relevant system;

principal place: has the meaning given to it in Article 47.3;

proxy notification address: has the meaning given to it in Article 70.1(a);

proxy notification electronic address: has the meaning given in Article 70.1(b);

record date: has the meaning given to it in Article 134.1;

Register: the register of members of the Company to be maintained under the Act or as the case may be any overseas branch register maintained under Article 105;

Relevant Interest: has the meaning given to it in Article 119.4;

relevant system: a computer-based system which allows units of securities without written instruments to be transferred and endorsed pursuant to the uncertificated securities rules or other applicable regulations;

Retiring Directors: has the meaning given to it in Article 83.1;

satellite place: has the meaning given to it in Article 47.3;

Seal: the common seal of the Company or, where the context allows, any official seal kept by the Company under section 50 of the Act;

SEC: the United States Securities and Exchange Commission;

Secretary: the secretary of the Company for the time being;

section 793 notice: has the meaning given to it in Article 74.1;

Securities Act: collectively, the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder;

share: an Ordinary Share;

Share Warrant: a warrant to bearer issued by the Company in respect of its shares;

uncertificated securities rules: any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision (including the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended or replaced from time to time and any subordinate legislation or rules made under them for the time being in force); and

uncertificated share: a share of a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly.

2.2

Headings are used for convenience only and shall not affect the construction or interpretation of these Articles.

2.3

Unless the context otherwise requires, a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.4

Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

2.5

A reference to one gender shall include a reference to the other genders.

2.6

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.

2.7

Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word “company” shall include any body corporate.

2.8

A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts.

2.9

A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.

2.10

A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act.

2.11

A reference to a meeting:

(a)

shall mean a meeting convened and held in any manner permitted by these Articles, including without limitation a general meeting at which some or all of those persons entitled to be present attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Companies Acts and these Articles, and present, attend, participate, being present, attending, participating, presence, attendance and participation shall be construed accordingly; and

(b)

shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

2.12

References to electronic facility mean a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting as determined by the Directors pursuant to Article 47.4 or 47.5, including without limitation online platforms, application technology and conference call systems.

Form of resolution

Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution.

Limited liability

The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them.

Change of name

The Company may change its name by resolution of the Board.

Shareholder rights

6.1

The Ordinary Shares shall rank pari passu as a single class. The Deferred Shares (if any) shall rank pari passu as a single class.

6.2

In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.

6.3

Any:

(a)

consolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board;

(b)

sale or transfer by the Company of all or substantially all of its assets (determined either for the Company alone or together with its subsidiaries on a consolidated basis); or

(c)

sale, transfer or issuance or series of sales, transfers and/or issues of shares by the Company or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board,

shall be deemed to be a liquidation, dissolution and winding up of the Company for purposes of Article 6.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares shall be entitled to receive from the Company the amounts payable with respect to the Ordinary Shares on a liquidation, dissolution or winding up of the Company under Article 6.2 in cancellation of their Ordinary Shares upon the completion of any such transaction.

6.4

At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held.

6.5

A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members.

6.6

Notwithstanding any other provision of these Articles, the special rights, privileges, restrictions and limitations attaching to the Deferred Shares (if any) are as follows:

(a)

the Deferred Shares shall not be entitled to any dividends or to any other right of participation in the income or profits of the Company;

(b)

on the return of assets on a winding-up of the Company, the Deferred Shares shall confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the members (subject to the rights of any new class of shares with preferred rights) the amount paid up or credited as paid up on the Deferred Shares held by them respectively after (but only after) payment shall have been made to the holders of the Ordinary Shares of the amounts paid up or credited as paid up on such shares and the sum of £1,000,000 in respect of each Ordinary Share held by them respectively. The Deferred Shares shall confer on the holders thereof no further right to participate in the assets of the Company;

(c)

the Deferred Shares do not entitle the holder thereof to receive notice of or to attend, speak or vote at any general meeting of the Company, or be part of the quorum thereof as the holders of the Deferred Shares;

(d)

any reduction of capital involving the cancellation of the Deferred Shares for no consideration shall not be deemed to be a variation of the rights attaching to them nor a modification or abrogation of the rights or privileges attaching to the Deferred Shares;

(e)

the special rights conferred upon the holders of the Deferred Shares shall be deemed not to be modified, varied or abrogated by the creation or issue of further shares ranking pari passu with or in priority to the Deferred Shares;

(f)

the Deferred Shares shall not entitle the holder to receive a share certificate in respect of such shareholding, save as required by law;

(g)

no transfer of any Deferred Shares shall be permitted save as provided in Article 6.6(h);

(h)

the Company shall have irrecoverable authority from each holder of the Deferred Shares at any time to do all or any of the following without obtaining the sanction of the holder or holders of the Deferred Shares:

(i)

to appoint any person to execute on behalf of any holder of Deferred Shares a transfer of all or any of those shares and/or an agreement to transfer the same (without making any payment for them) to such person or persons as the Company may determine and to execute any other documents which such person may consider necessary or desirable to effect such transfer, in each case without obtaining the sanction of the holder(s) and without any payment being made in respect of such acquisition; and

(ii)

to purchase all or any of the Deferred Shares without obtaining the consent of the holders of those shares in consideration for an amount not exceeding £1.00 in respect of all the Deferred Shares then being purchased and:

(A)

for the purpose of any such purchase, to appoint any person to execute an instrument of transfer in respect of such shares to the Company on behalf of any holder of Deferred Shares; and

(B)

to cancel all or any of the Deferred Shares purchased.

Power to attach rights to shares

Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.

Allotment of shares and pre-emption

8.1

Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount to the nominal value of such share.

8.2

The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose.

8.3

Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares up to an aggregate nominal amount equal to the Section 551 Amount.

8.4

Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash:

(a)

in connection with a rights issue; and

(b)

otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount.

8.5

During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period.

8.6

For the purposes of this Article 8:

(a)

rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory;

(b)

prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount;

(c)

Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution;

(d)

Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and

(e)

the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Redeemable shares

Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles.

10.

Pari passu issues

If new shares are created or issued which rank equally with any other existing shares, or the Company purchases any of its own shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise.

11.

Variation of rights

11.1

Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated while the Company is a going concern:

(a)

in such manner (if any) as may be provided by those rights;

(b)

with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares); or

(c)

with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting.

11.2

The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article.

11.3

All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that:

(a)

the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third of the nominal amount paid up on the issued shares of the class (excluding any shares of that class held as treasury shares); and

(b)

if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum.

11.4

The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights.

12.

Rights deemed not varied

Unless otherwise expressly provided by the rights attached to any class of shares, those rights shall be deemed not to be varied by the purchase by the Company of any of its own shares or the holding of such shares as treasury shares.

13.

Payment of commission

The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods.

14.

Trusts not recognised

Except as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust, and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the holder of the whole of the share.

15.

Uncertificated shares

15.1

Under and subject to the uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

15.2

In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(a)

the holding of shares of that class in uncertificated form;

(b)

the transfer of title to shares of that class by means of a relevant system; or

(c)

any provision of the uncertificated securities rules,

and, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.

15.3

Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.

15.4

If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to:

(a)

require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires;

(b)

appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and

(c)

take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

15.5

Unless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and others in uncertificated form.

15.6

Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

15.7

The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

16.

Share certificates

16.1

Other than as provided in Article 6.6(f), every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his or her name.

16.2

The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders.

16.3

Where a member has transferred part only of the shares comprised in a certificate, he or she shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, he or she shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form.

16.4

A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.

16.5

Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

17.

Replacement certificates

17.1

Any two or more certificates representing shares of any one class held by any member may at his or her request be cancelled and a single new certificate for such shares issued in lieu without charge on surrender of the original certificates for cancellation.

17.2

Any certificate representing shares of any one class held by any member may at his or her request be cancelled and two or more certificates for such shares may be issued instead.

17.3

If a share certificate is defaced, worn out or said to be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity in respect of such share certificate only as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.

17.4

The Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.

18.

Lien on shares not fully paid

The Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Article.

19.

Enforcement of lien by sale

The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to effect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall his or her title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

20.

Application of proceeds of sale

The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied:

(a)

first, in or towards satisfaction of so much of the amount due to the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and

(b)

second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the Directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale.

21.

Calls

21.1

Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue.

21.2

Each member shall (subject to the Company serving upon him or her at least fourteen clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on for his or her shares.

21.3

A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

21.4

A call may be revoked or postponed, in whole or in part, as the Board may decide.

21.5

Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid.

22.

Liability of joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

23.

Interest on calls

If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may decide. The Board may waive payment of the interest or the expenses in whole or in part.

24.

Sums treated as calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid these Articles shall apply as if that sum had become due and payable by virtue of a call.

25.

Power to differentiate

On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to pay different amounts or that they can be called on at different times.

26.

Payment of calls in advance

The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him or her. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Company may pay interest on the money paid in advance, or so much of it as exceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as the Board may decide. The Board may at any time repay the amount so advanced by giving at least three months’ notice in writing to such member of its intention to do so, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

27.

Notice if call or instalment not paid

If any member fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the amount unpaid (and any accrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than fourteen clear days from the date of the notice. The notice shall name the place where the payment is to be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited.

28.

Forfeiture for non-compliance

If the notice referred to in Article 27 is not complied with, any share for which it was given may be forfeited, by resolution of the Board to that effect, at any time before the payment required by the notice has been made. Such forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture.

29.

Notice after forfeiture

When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register.

30.

Forfeiture may be annulled

The Board may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and interest due on it and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall see fit.

31.

Surrender

The Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.

32.

Sale of forfeited shares

32.1

A forfeited share shall become the property of the Company.

32.2

Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit.

32.3

The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal.

33.

Effect of forfeiture

A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the certificate for such shares to the Company for cancellation. Such member shall remain liable to pay to the Company all sums which at the date of forfeiture were presently payable by him or her to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

34.

Evidence of forfeiture

A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or sold shall not be bound to see to the application of the purchase money or other consideration (if any), nor shall his or her title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share.

35.

Form of transfer

35.1

Subject to these Articles:

(a)

each member may transfer all or any of his or her shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company; and

(b)

each member may transfer all or any of his or her shares which are in uncertificated form by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred.

35.2

The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it.

36.

Right to refuse registration of transfer

36.1

The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless:

(a)

it is for a share which is fully paid up;

(b)

it is for a share upon which the Company has no lien;

(c)

it is only for one class of share;

(d)

it is in favour of a single transferee or no more than four joint transferees;

(e)

it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (in each case if this is required); and

(f)

it is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or her or, if the transfer or renunciation is executed by some other person on his or her behalf, the authority of that person to do so.

36.2

The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which depositary instruments representing such shares are admitted to, Nasdaq on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.

36.3

Transfers of shares will not be registered in the circumstances referred to in Article 74.

36.4

The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system.

37.

Notice of refusal to register a transfer

37.1

If the Board refuses to register a transfer of a share it shall notify the transferee of the refusal and the reasons for it within two months after the date on which the transfer was lodged with the Company or the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.

37.2

The Board shall not refuse to register any transfer of partly paid shares in respect of which American Depositary Shares are admitted to Nasdaq on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.

38.

No fees on registration

No fee shall be charged for registration of a transfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.

39.

Other powers in relation to transfers

Nothing in these Articles shall prevent the Board:

(a)

from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or

(b)

(if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19.

40.

Transmission of shares on death

If a member dies, the survivors or survivor (where he or she was a joint holder), and his or her executors or administrators (where he or she was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company as having any title to his or her shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share which has been solely or jointly held by him or her.

41.

Election of person entitled by transmission

41.1

Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his or her title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him or her registered as a member. If he or she elects to become registered himself or herself, he or she shall notify the Company to that effect. If he or she elects to have some other person registered, he or she shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his or her death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within thirty days after proof cause the entitlement of that person to be noted in the Register.

41.2

A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either:

(a)

procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or

(b)

change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person.

42.

Rights on transmission

Where a person becomes entitled to a share because of the death or bankruptcy of any member, or otherwise by operation of law, the rights of the holder in relation to such share shall cease. However, the person so entitled may give a good discharge for any dividends and other monies payable in respect of it and shall have the same rights to which he or she would be entitled if he or she were the holder of the share, except that he or she shall not be entitled to receive notice of, or to attend or vote at, any meeting of the Company or any separate meeting of the holders of any class of shares of the Company before he or she is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or herself or to transfer the share. If the notice is not complied with within thirty days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.

43.

Destruction of documents

43.1

The Company may destroy any:

(a)

instrument of transfer, after six years from the date on which it is registered;

(b)

dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded;

(c)

share certificate, after one year from the date on which it is cancelled;

(d)

instrument of proxy which has been used for the purpose of voting at any time after one year has elapsed from the date of use;

(e)

instrument of proxy which has not been used for the purpose of voting at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates;

(f)

Share Warrant (including coupons or tokens detailed from it) which has been cancelled at any time after seven years from the date on which it was cancelled; or

(g)

other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it,

provided that the Company may destroy any such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document.

43.2

It shall be conclusively presumed in favour of the Company that every:

(a)

entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made;

(b)

instrument of transfer so destroyed was duly registered;

(c)

share certificate so destroyed was duly cancelled; and

(d)

other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company.

43.3

This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner.

43.4

References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares.

44.

Sub-division

Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.

45.

Fractions

45.1

Where any difficulty arises in regard to any consolidation or division, the Board may settle such difficulty as they see fit. In particular, without limitation, the Directors may sell to any person (including the Company) the shares representing the fractions for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among those members in proportion to their fractional entitlements or retain such net proceeds for the benefit of the Company and:

(a)

in the case of shares in certificated form, the Board may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect such transfer; and

(b)

in the case of shares in uncertificated form, the Board may:

(i)

to enable the Company to deal with the share in accordance with the provisions of this Article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

(ii)

after such conversion, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.

45.2

The transferee shall not be bound to see to the application of the purchase money nor shall his or her title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

46.

Annual general meetings

An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place, including partly or wholly by means of electronic facility or facilities, as may be determined by the Board.

47.

Convening and format of general meetings

47.1

All meetings other than annual general meetings shall be called general meetings. The Board or the chair of the Board may, whenever it, he or she thinks fit, and shall on requisition in accordance with the Companies Acts, proceed to convene a general meeting. For all other purposes, and unless expressly provided otherwise in these Articles, the procedures for giving notice (other than as to duration) of, the conduct of, and voting at annual general meetings and all other general meetings shall be the same. In the case of a general meeting called pursuant to a requisition under the Companies Acts, unless such meeting shall have been called by the Directors, no business other than that stated in the requisition as the object of the meeting shall be discussed.

47.2

The Directors may make whatever arrangements they consider fit to allow those entitled to do so to attend and participate in any general meeting. The Directors shall determine in relation to each general meeting the means of attendance at and participation in the general meeting, including whether the persons entitled to attend and participate in the general meeting shall be enabled to do so:

(a)

by simultaneous attendance and participation at a satellite place or places pursuant to Article 47.3; and/or

(b)

by means of electronic facility or facilities pursuant to Article 47.4 or Article 47.5,

(and for the avoidance of doubt, the Directors shall be under no obligation to offer or provide such satellite place or places or such electronic facility or facilities).

47.3

In the case of any general meeting and without prejudice to Article 47.4 and Article 47.5, the Directors may make arrangements for simultaneous attendance at and participation in the general meeting in more than one physical place anywhere in the world by persons entitled to attend the meeting. The members present in person or by proxy at a satellite place shall be counted in the quorum for, and be entitled to vote at, the general meeting in question. The general meeting shall be duly constituted and its proceedings valid if the chair of the general meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at the principal place and any satellite place(s) (each as defined below) are able to:

(a)

participate in the business for which the meeting has been convened;

(b)

hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and

(c)

be heard by all other persons so present in the same way.

The general meeting shall be deemed to take place at the place where the chair of the general meeting presides (the “principal place”, with any other location where that meeting takes place being referred in these Articles as a “satellite place”). The powers of the chair shall apply equally to each satellite place, including his or her power to adjourn the meeting as referred to in Article 56.

47.4

Without prejudice to Article 47.3 and Article 47.5, the Directors may determine in relation to any general meeting (including any general meeting that is being held at more than one physical place) to enable persons entitled to attend and participate to do so by simultaneous attendance and participation by means of electronic facility or facilities determined by the Directors (any such general meeting being a “hybrid general meeting”). The members or their proxies present personally or by means of an electronic facility or facilities shall be counted in the quorum for, and entitled to participate in, the general meeting in question. The general meeting shall be duly constituted and its proceedings valid if the chair of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending the general meeting by all means (including by means of an electronic facility or facilities) are able to:

(a)

participate in the business for which the general meeting has been convened;

(b)

hear all persons who speak at the general meeting; and

(c)

be heard by all other persons attending and participating in the general meeting.

47.5

Without prejudice to Article 47.3 and Article 47.4, the Directors may determine in relation to any general meeting to enable persons entitled to attend and participate to do so by means of electronic facility or facilities determined by the Directors with no member necessarily in physical attendance (any such general meeting being an “electronic general meeting”). The members or their proxies present by means of an electronic facility or facilities shall be counted in the quorum for, and entitled to participate in, the general meeting in question. The general meeting shall be duly constituted and its proceedings valid if the chair of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending the general meeting who are not present together at the same place may, by means of an electronic facility or facilities, attend, speak and vote at it.

47.6

If a general meeting is held as a hybrid general meeting or an electronic general meeting, the Directors (and, at a general meeting, the chair) may (subject to the requirements of Companies Acts) make any arrangement and impose any requirement or restriction in connection with participation by such electronic facility or facilities, including any arrangement, requirement or restriction that is:

(a)

necessary to ensure the identification of those taking part and the security of the electronic facility or facilities; and

(b)

proportionate to the achievement of those objectives.

In this respect, the Board may authorise any voting application, system or facility for hybrid general meetings or electronic general meetings as it sees fit.

47.7

If, at any hybrid general meeting or electronic general meeting, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement.

47.8

Nothing in these Articles:

(a)

shall preclude the holding and conducting of a general meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it; or

(b)

prevents a general meeting being held both physically and electronically.

48.

Notice of general meetings

A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held and shall be given to all members other than those who are not entitled to receive such notices from the Company. The Company may give such notice by any means or combination of means permitted by the Companies Acts.

49.

Contents of notice of general meetings

49.1

Every notice calling a general meeting shall specify;

(a)

whether the meeting shall be a physical general meeting, a hybrid general meeting or an electronic general meeting;

(b)

in the case of a physical general meeting, the time, date and place (including any satellite place or places determined pursuant to Article 47.3, which shall be identified as such in the notice) of the meeting;

(c)

in the case of a hybrid general meeting, the time, date and place of the meeting (including any satellite place or places determined pursuant to Article 47.3, which shall be identified as such in the notice) and the electronic facility or facilities for the meeting, which electronic facility or facilities may vary from time to time and from meeting to meeting as the Board in its sole discretion sees fit; and

(d)

in the case of an electronic general meeting, the time, date and electronic facility or facilities for the meeting, which electronic facility or facilities may vary from time to time and from meeting to meeting as the Board in its sole discretion sees fit.

There shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he, she or it has more than one share) proxies to exercise all or any of his, her or its rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in accordance with the Act.

49.2

The notice shall specify the general nature of the business to be transacted at the meeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each case whether it is proposed as an ordinary resolution or as a special resolution.

49.3

In the case of an annual general meeting, the notice shall also specify the meeting as such.

49.4

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than forty-eight hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so.

50.

Omission to give notice and non-receipt of notice

The accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be sent out with the notice) to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings of that meeting.

51.

Postponement of general meeting

If, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board, in its absolute discretion, considers that it is impracticable or unreasonable for any reason to hold a physical general meeting or hybrid general meeting at the declared place (or any of the declared places, in the case of a satellite meeting) and/or a hybrid general meeting or electronic general meeting by means of the electronic facility or facilities specified in the notice on the date or at the time stated in the notice calling the meeting, it may change the place (or any of the places, in the case of a satellite meeting) and/or electronic facility or facilities and/or postpone the time and/or date at which the meeting is to be held (or do any of the foregoing). The Board shall take reasonable steps to ensure that notice of the date, time and place of, and/or the electronic facility or facilities for, the rearranged meeting is given to any member trying to attend the meeting at the original time and at the original place (or places, in the case of a satellite meeting) and/or through the original electronic facility or facilities. Where a general meeting is so postponed, notice of the date, time and place of, and/or the electronic facility or facilities for, the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required, provided that it is the same as the business which might properly have been transacted at the meeting had it not been rearranged. If a meeting is rearranged in accordance with this Article 51, appointments of proxy will be valid if they are received as required by these Articles not less than forty-eight hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article.

52.

Quorum at general meeting

No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present a chair of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.

53.

Procedure if quorum not present

If a quorum is not present within fifteen minutes (or such longer interval as the chair in his or her absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day (not being less than ten clear days after the date of the original meeting), and at such time and place or places and/or by means of such electronic facility or facilities, as the chair (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, one person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any notice of an adjourned meeting shall state this.

54.

Chair of general meeting

The chair of the Board shall preside at every general meeting of the Company. If there is no such chair or if at any meeting he or she shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chair, the deputy chair (if any) of the Board shall, if present and willing to act, preside at such meeting. If more than one deputy chair is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a Director the longest shall take the chair. If no chair or deputy chair shall be so present and willing to act, the Directors present shall choose one of their number to act or, if there be only one Director present, he or she shall be chair if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of their number to be chair of the meeting. Nothing in these Articles shall restrict or exclude any of the powers or rights of a chair of a meeting which are given by law.

55.

Entitlement to attend, speak and participate

55.1

A Director (and any other person invited by the chair to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he or she is also a member.

55.2

In relation to a physical general meeting, the right of a member who is entitled to attend and participate to participate in the business of any general meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting.

55.3

In relation to a hybrid general meeting or an electronic general meeting, the right of a member who is entitled to attend and participate to participate in the business of any general meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Companies Acts or these Articles to be made available at the meeting.

55.4

All persons seeking to attend and participate in a hybrid general meeting or an electronic general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. In no circumstances shall the inability of one or more members to access, or to continue to access, the electronic facility or facilities for participation in the meeting for all or part of the meeting affect the validity of the meeting or any business conducted at a hybrid general meeting or an electronic general meeting, provided that sufficient members are able to participate in the meeting as are required to constitute a quorum under Article 52.

56.

Adjournments

56.1

The chair may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal place and one or more satellite places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as determined by the chair in his or her absolute discretion.

56.2

Without prejudice to any other power which the chair may have under these Articles or at common law, he or she may, without the need for the consent of the meeting and before or after it has started, interrupt or adjourn any meeting from time to time and from place to place (or places in the case of a meeting to which Article 47.3 applies) or from electronic facility or facilities to electronic facility or facilities, or for an indefinite period, if he or she is of the opinion that it has become necessary to do so in order:

(a)

to secure the proper and orderly conduct of the meeting; or

(b)

to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting; or

(c)

to ensure that the business of the meeting is properly disposed of.

56.3

If it appears to the chair that the facilities at the principal place or any satellite place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47.3, 47.4 or 47.5 (as applicable) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of meeting, then the chair may, without the consent of the meeting, interrupt or adjourn the general meeting.

56.4

All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.5, be valid.

56.5

The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate.

56.6

Meetings can be adjourned more than once, in accordance with the procedures set out in this Article 56.

57.

Notice of adjournment

If the meeting is adjourned indefinitely or for more than three months, notice of the adjourned meeting shall be given in the same manner as in the case of the original meeting. Subject to the provisions of the Companies Acts and the provisions of Article 53, if notice of an adjourned meeting is required in accordance with this Article 57, such notice shall be sent at least seven (7) clear days before the date of the adjourned meeting specifying the date, time and place or electronic facility of the adjourned meeting and the general nature of the business to be transacted. Except as provided in these Articles, there is no need to give notice of the adjourned meeting or of the business to be considered there.

58.

Business of adjourned meeting

No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.

59.

Security arrangements and orderly conduct

59.1

The Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a physical general meeting or hybrid general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 47.3 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.

59.2

The Board may direct that any person wishing to attend any general meeting should provide such evidence of identity and submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to any general meeting to any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions.

59.3

The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the Secretary or the chair) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.

59.4

Subject to the Act (and without prejudice to any other powers vested in the chair of a meeting), the chair shall take such action or give such directions as he or she thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and in the case of a physical general meeting or a hybrid general meeting to ensure the security of the meeting and the safety of the people attending the meeting. The chair’s decision on points of order, matters of procedure on or matters arising incidentally from the business of the meeting shall be final, as shall be his or her determination as to whether any matter is of such a nature.

60.

Overflow meeting rooms

60.1

The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a physical general meeting or a hybrid general meeting, but who cannot be seated in the main meeting room where the chair will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.

60.2

Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.

60.3

The Board may make arrangements for members and proxies who are entitled to attend and participate in a physical general meeting or a hybrid general meeting or an adjourned general meeting, to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. If the general meeting is only held as a physical general meeting and not also a hybrid general meeting, those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote as the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the physical general meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

61.

Amendment to resolutions

61.1

If an amendment to any resolution under consideration is proposed but is ruled out of order by the chair of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.

61.2

In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least forty-eight hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chair of the meeting in his or her absolute discretion decides that it may be considered or voted on.

62.

Withdrawal and ruling amendments out of order

With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is voted on. If an amendment proposed to any resolution under consideration is ruled out of order by the chair of the meeting, the proceedings on the resolution shall not be invalidated by any error in the ruling.

63.

Members’ resolutions

63.1

Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting.

63.2

Expenses of complying with these rights shall be borne in accordance with the Companies Acts.

64.

Method of voting

64.1

Any resolution put to the vote of a general meeting must be decided exclusively on a poll.

64.2

At general meetings, resolutions shall be put to the vote by the chair of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person.

65.

Objection to error in voting

No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chair of the meeting on such matters shall be final and conclusive.

66.

Voting procedure

66.1

Any poll on any question of adjournment shall be taken immediately. A poll on any other matter shall be taken in such manner (including the use of ballot or voting papers or tickets or electronic means, or any combination thereof) and at such time and place, not more than thirty days from the date of the meeting or adjourned meeting, as the chair shall direct. The chair may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting. In any other case, at least seven clear days’ notice shall be given specifying the time, date and place at which the poll shall be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was due to be conducted.

66.2

Votes may be given in person or by proxy. A member entitled to more than one vote need not, if he, she or it votes, use all his, her or its votes or cast all the votes he, she or it uses in the same way.

66.3

No notice need be given of a poll not taken during the meeting if the time and place at which it is to be taken are announced at the meeting. In any other case, at least seven clear days’ notice must be given specifying the time and place at which the poll is to be taken.

67.

Votes of members

67.1

Subject to Article 67.2, to the Companies Acts and to any special terms as to voting on which any shares may have been issued or may for the time being be held (including, without limitation, in respect of the Deferred Shares, if any) and to any suspension or abrogation of voting rights under these Articles, at any general meeting:

(a)

every member who is present in person or by duly appointed proxy or corporate representative has one vote for every share of which he, she or it is the holder or in respect of which his, her or its appointment as proxy or corporate representative has been made; and

(b)

a member, proxy or corporate representative entitled to more than one vote need not, if he, she or it votes, use all his, her or its votes or cast all the votes he, she or it uses the same way.

67.2

If two or more persons are joint holders of a share, then in voting on any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.

67.3

Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.

67.4

In the case of equality of votes the chair of the meeting shall not be entitled to a casting vote.

68.

No right to vote where sums overdue on shares

No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him or her unless:

(a)

all calls or other sums presently due and payable by him or her in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or

(b)

the Board determines otherwise.

69.

Voting by Proxy

69.1

Subject to Article 69.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointor or his or her duly constituted attorney or, if the appointor is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.

69.2

Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 69.1.

69.3

For the purposes of Articles 69.1 and 69.2, the Board may require such reasonable evidence it considers necessary to determine:

(a)

the identity of the member and the proxy; and

(b)

where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.

69.4

A member may appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and to vote on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.

69.5

A proxy need not be a member.

69.6

A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.

69.7

Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting.

69.8

The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for twelve months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for twelve months from the date of delivery unless otherwise specified by the Board.

69.9

Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.

69.10

The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him, her or it by the member he, she or it represents and if a proxy or corporate representative does not vote in accordance with the instructions of the member he, she or it represents the vote or votes cast shall nevertheless be valid for all purposes.

70.

Receipt of proxy

70.1

An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 69.3 shall:

(a)

subject to Articles 70.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the Office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a “proxy notification address”) not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote or by such later time as is specified in the notice or instrument;

(b)

subject to Articles 70.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a “proxy notification electronic address”):

(i)

in the notice calling the meeting;

(ii)

in an instrument of proxy sent out by the Company in relation to the meeting;

(iii)

in an invitation to appoint a proxy issued by the Company in relation to the meeting; or

(iv)

on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept,

it shall be received at such proxy notification electronic address not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote or by such later time as is specified in any of the methods of notice in (i) to (iv) above.

(c)

in the case of a poll taken more than forty-eight hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than twenty-four hours before the time appointed for the holding of the adjourned meeting; or

(d)

in the case of a poll which is not taken at the meeting but is taken forty-eight hours or less thereafter, or in the case of an adjourned meeting to be held forty-eight hours or less after the time fixed for holding the original meeting, received:

(i)

at a proxy notification address or a proxy notification electronic address in accordance with Articles 70.1(a) or (b);

(ii)

by the chair of the meeting or the secretary or any Director at the meeting, as the case may be, at the original meeting; or

(iii)

at a proxy notification address or a proxy notification electronic address by such time as the chair of the meeting may direct at the meeting.

In calculating the periods in this Article, no account shall be taken of any part of a day that is not a working day.

70.2

The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 69.3 has not been received in accordance with the requirements of this Article.

70.3

Subject to Article 70.2, if the proxy appointment and any of the information required under Article 69.3 is not received in the manner set out in Article 70.1, the appointee shall not be entitled to vote in respect of the shares in question.

70.4

Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:

(a)

permit appointments of a proxy by means of a communication sent in electronic form in the form of an uncertificated proxy instruction; and

(b)

permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.

The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

71.

Revocation of proxy

A vote given shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting at which the vote was given.

72.

Availability of appointments of proxy

72.1

The Directors may at the expense of the Company send or make available appointments of proxy or invitations to appoint a proxy to the members by post or by electronic means or otherwise (with or without provision for their return prepaid) for use at any general meeting or at any separate class meeting, either in blank or nominating in the alternative any one or more of the Directors or any other person.

72.2

If for the purpose of any meeting, appointments of proxy or invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote at it. The accidental omission, or the failure due to circumstances beyond the Company’s control, to send or make available such an appointment of proxy or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.

73.

Corporate representatives

73.1

A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares.

73.2

Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an individual member.

73.3

The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is present at it, and all references to attendance and voting in person shall be construed accordingly.

73.4

A Director, the Secretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of the resolution so authorising him or her or such other evidence of his or her authority reasonably satisfactory to them before permitting him or her to exercise his or her powers.

73.5

A vote given by a corporate representative shall be valid notwithstanding that he, she or it is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the Company at such place or address and by such time as is specified in Article 71 for the revocation of the appointment of a proxy.

74.

Failure to disclose interests in shares

74.1

If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise:

(a)

the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or to exercise any other right conferred by membership in relation to any such meeting; and

(b)

where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares):

(i)

any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 133, to receive shares instead of that dividend; and

(ii)

no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself or herself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer.

(c)

For the purposes of ensuring Article 74.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form.

74.2

Where the sanctions under Article 74.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 74.1(b) shall become payable):

(a)

if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or

(b)

at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete.

74.3

Where, on the basis of information obtained from a member in respect of any share held by him or her, the Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 74.1.

74.4

For the purposes of this Article:

(a)

a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested;

(b)

interested shall be construed as it is for the purpose of section 793 of the Act;

(c)

reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference:

(i)

to his, her or it having failed or refused to give all of any part of it; and

(ii)

to his, her or it having given information which he or she knows to be false in a material particular or having recklessly given information which is false in a material particular;

(d)

prescribed period means fourteen days;

(e)

excepted transfer means, in relation to any shares held by a member:

(i)

a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or

(ii)

a transfer in consequence of a sale made through Nasdaq or any other recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange on which the Company’s shares or depositary instruments representing such shares are normally traded; or

(iii)

a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares.

74.5

Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act.

75.

Power of sale of shares of untraced members

75.1

The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that:

(a)

during the period of twelve years before the date of sending of the notice referred to in Article 75.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his or her address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of twelve years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it;

(b)

on or after expiry of the said period of twelve years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his or her address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register;

(c)

during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and

(d)

the Company has given notice to Nasdaq or the SEC of its intention to make such sale, if shares of the class concerned, or depositary instruments representing such shares, are listed on Nasdaq.

75.2

To give effect to any sale of shares under this Article:

(a)

in the case of a share in certificated form, the Board may authorise any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer. The Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the shares.

(b)

in the case of a share in uncertificated form, the Directors may:

(i)

to enable the Company to deal with the share in accordance with the provisions of this Article 75, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

(ii)

after such conversion authorise any person to execute an instrument of transfer of the shares to the purchase or person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer.

75.3

The buyer shall not be bound to see to the application of the purchase monies, nor shall his or her title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form.

75.4

If during the period of twelve years referred to in Article 75.1, or during any period ending on the date when all the requirements of Articles 75.1(a) to 75.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 75.1(b) to 75.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares.

76.

Application of proceeds of sale of shares of untraced members

The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 75 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them.

77.

Number of Directors

Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two and not more than fifteen.

78.

Power of company to appoint Directors

Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.

79.

Power of Board to appoint Directors

Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.

80.

Eligibility of new Directors

80.1

No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless:

(a)

he or she is recommended by the Board; or

(b)

at least seven but not more than forty-two clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his or her intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he or she were so appointed or re-appointed, be required to be included in the Company’s register of Directors and a notice executed by that person of his or her willingness to be appointed or re-appointed, is lodged at the Office.

80.2

A Director need not be a member of the Company.

81.

Classes and Retirement of Directors

81.1

Following the Listing, the Directors shall be divided into three classes designated as “Class I”, “Class II” and “Class III”, respectively. The Board is authorised to assign (i) members of the Board already in office to such classes at the time the classification becomes effective and (ii) members of the Board who are so appointed following the Listing to such classes at the time of such appointment.

81.2

At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for further re-appointment.

81.3

At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for further re-appointment.

81.4

At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for further re-appointment.

81.5

At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing, Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting.

81.6

Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death, resignation or removal.

82.

Deemed re-appointment

82.1

A Director who retires at an annual general meeting shall (unless he or she is removed from office or his or her office is vacated in accordance with these Articles) retain office until the close of the meeting at which he or she retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his or her place or the resolution to re-appoint him or her is put to the meeting and lost.

82.2

If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his or her place or unless the resolution to re-appoint him or her is put to the meeting and lost.

83.

Procedure if insufficient Directors appointed

83.1

If:

(a)

at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and

(b)

at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 77,

all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose.

83.2

The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 83.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 77, the provisions of this Article shall also apply to that meeting.

84.

Removal of Directors

In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a Director before the expiry of his or her period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a Director in his or her place.

85.

Vacation of office by Director

85.1

Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if:

(a)

the Director resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting;

(b)

the Director offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer;

(c)

the Director is requested to resign by all of the other Directors by notice in writing addressed to him or her at his or her address as shown in the register of Directors (without prejudice to any claim for damages which he or she may have for breach of any contract between him or her and the Company);

(d)

the Director ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law or by the rules of any applicable stock exchange from being a Director;

(e)

the Director becomes bankrupt or makes an arrangement or composition with his or her creditors generally;

(f)

a registered medical practitioner who is treating the Director gives a written opinion to the Company stating that he or she has become physically or mentally incapable of acting as a Director and may remain so for more than three months, or he or she is or has been suffering from mental or physical ill health and the Board resolves that his or her office be vacated; or

(g)

the Director is absent (whether or not any alternate Director appointed by him or her attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him or her personally, or at his or her residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he or she shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors).

85.2

If the office of a Director is vacated for any reason, he or she shall cease to be a member of any committee or sub-committee of the Board.

86.

Resolution as to vacancy conclusive

A resolution of the Board declaring a Director to have vacated office under the terms of Article 85 shall be conclusive as to the fact and ground of vacation stated in the resolution.

87.

Appointment of alternate Directors

87.1

Each Director may appoint any person (including another Director) to be his or her alternate and may at his or her discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director.

87.2

An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his or her appointment.

88.

Alternate Directors’ participation in Board meetings

88.1

Every alternate Director is (subject to his or her giving to the Company an address within the United Kingdom at which notices may be served on him or her (and, if applicable, an address in relation to which electronic communications may be received by him or her)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his or her appointor is a member and, in his or her appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his or her appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he or she acts as alternate Director in addition to his or her own vote if he or she is also a Director, but he or she shall count as only one for the purpose of determining whether a quorum is present.

88.2

Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his or her appointment provides otherwise, be as effective as signature by his or her appointor.

89.

Alternate Director responsible for own acts

Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his or her own acts and defaults and will not be deemed to be the agent of the Director appointing him or her.

90.

Interests of alternate Director

An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he or she were a Director. However, he or she is not entitled to receive from the Company any fees for his or her services as alternate, except such part (if any) of the fee payable to his or her appointor as such appointor may by written notice to the Company direct.

91.

Revocation of alternate Director

An alternate Director will cease to be an alternate Director:

(a)

if his or her appointor revokes his or her appointment; or

(b)

if he or she resigns his or her office by notice in writing to the Company; or

(c)

if his or her appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his or her retirement shall remain in force; or

(d)

if any event happens in relation to him or her which, if he or she were a Director otherwise appointed, would cause him or her to vacate his or her office.

92.

Directors’ fees

Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed $2,500,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day.

93.

Expenses

Each Director may be paid his or her reasonable travelling, hotel and other expenses properly incurred by him or her in or about the performance of his or her duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him or her for the purposes of the Company or for the purpose of enabling him or her to perform his or her duties as an officer of the Company or to enable him or her to avoid incurring any such expenditure.

94.

Additional remuneration

If by arrangement with the Board any Director shall perform or render any special duties or services outside his or her ordinary duties as a Director and not in his or her capacity as a holder of employment or executive office, he or she may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine.

95.

Remuneration of executive Directors

The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him or her for his or her services as Director under these Articles.

96.

Pensions and other benefits

96.1

The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of:

(a)

the Company;

(b)

any company which is or was a holding company or a subsidiary undertaking of the Company;

(c)

any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or

(d)

a predecessor in business of the Company or of any holding company or subsidiary undertaking of the Company,

and, in each case, for any member of his or her family (including a spouse or former spouse) and any person who is or was dependent on him or her.

96.2

The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 96.1. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for his or her own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a Director of the Company.

97.

Powers of the Board

97.1

Subject to the Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not.

97.2

No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article.

98.

Powers of Directors if less than minimum number

If the number of Directors is less than the minimum prescribed in Article 77 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his or her appointment unless he or she is reappointed during the annual general meeting.

99.

Powers of executive Directors

The Board or any committee authorised by the Board may:

(a)

delegate or entrust to and confer on any Director holding executive office (including a Chief Executive or Managing Director) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on such terms and subject to such conditions as it thinks fit; and

(b)

revoke, withdraw, alter or vary all or any of such powers.

100.

Delegation to committees

100.1

The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:

(a)

a majority of the members of a committee shall be Directors; and

(b)

no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors or alternate Directors.

100.2

The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.

101.

Local management

101.1

The Board may establish any local or divisional boards or agencies for managing any of the affairs of the Company in any specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration.

101.2

The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article 101 may be made, on such terms and conditions as the Board may think fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board, and the Board may remove any person so appointed and may annul or vary all or any of such powers, but no person dealing in good faith and without notice of any such annulment or variation shall be affected by it.

101.3

Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying.

102.

Power of attorney

The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers.

103.

Exercise of voting power

The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a Director or other officer or employee of such company or in favour of the payment of remuneration to the Directors, officers or employees of such company).

104.

Provision for employees on cessation of business

The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of Directors, former Directors or shadow Directors.

105.

Overseas registers

Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register.

106.

Borrowing powers

Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to:

(a)

borrow money;

(b)

indemnify and guarantee;

(c)

mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company;

(d)

create and issue debentures and other securities; and

(e)

give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

107.

Board meetings

107.1

The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings.

107.2

A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director.

108.

Notice of Board meetings

108.1

Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him or her personally or by word of mouth or given in writing or by electronic means to him or her at his or her last known address or any other address given by him or her to the Company for that purpose.

108.2

A Director may waive the requirement that notice be given to him or her of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting.

109.

Quorum

109.1

The quorum necessary for the transaction of business shall be at least two persons, each being a Director or an alternate Director. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions for the time being vested in or exercisable by the Board.

109.2

If a Director ceases to be a Director at a Board meeting, he or she can continue to be present and to act as a Director and be counted in the quorum until the end of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

110.

Chair

110.1

The Board may appoint one or more of its body as chair or joint chair and one or more of its body as deputy chair of its meetings and may determine the period for which he or she is or they are to hold office and may at any time remove him or her or them from office.

110.2

If no such chair or deputy chair is elected, or if at any meeting neither a chair nor a deputy chair is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chair of such meeting. In the event two or more joint chairmen or, in the absence of a chair, two or more deputy chairs being present, the joint chair or deputy chair to act as chair of the meeting shall be decided by those Directors present.

111.

Voting

Questions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of that meeting shall have a second or casting vote (unless he or she is not entitled to vote on the resolution in question).

112.

Participation by telephone or other form of communication

112.1

Any Director or his or her alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.

112.2

A person so participating by telephone or other communication shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote.

112.3

A resolution passed at any meeting held in the above manner, and signed by the chair of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held.

113.

Resolution in writing

113.1

A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be).

113.2

Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee.

114.

Proceedings of committees

All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying.

115.

Minutes of proceedings

115.1

The Board shall keep minutes of all meetings of members, all Board meetings and meetings of committees of the Board. The minutes must include the names of the Directors present.

115.2

Any such minutes, if purporting to be signed by the chair of the meeting at which the proceedings were held or by the chair of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof.

116.

Validity of proceedings

All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his or her office.

117.

Transactions or other arrangements with the company

117.1

Subject to the Companies Acts and provided he or she has declared the nature and extent of his or her interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may:

(a)

be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;

(b)

act by himself or herself or through his or her firm in a professional capacity for the Company (otherwise than as auditor) and he or she or his or her firm shall be entitled to remuneration for professional services as if he or she were not a Director;

(c)

be or become a Director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and

(d)

hold any office or place of profit with the Company (except as auditor) in conjunction with his or her office of Director for such period and upon such terms, including as to remuneration as the Board may decide.

117.2

A Director shall not, save as he or she may otherwise agree, be accountable to the Company for any benefit which he or she derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his or her duty under section 176 of the Act.

118.

Authorisation of Directors’ conflicts of interest

118.1

The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his or her duty under the Act to avoid conflicts of interest.

118.2

A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his or her interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board.

118.3

Any authorisation under this Article will be effective only if:

(a)

to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles;

(b)

any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and

(c)

the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted.

118.4

Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently):

(a)

extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;

(b)

provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest;

(c)

impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit;

(d)

provide that, where the Interested Director obtains, or has obtained (through his or her involvement in the conflict of interest and otherwise than through his or her position as a Director) information that is confidential to a third party, he or she will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and

(e)

permit the Interested Director to absent himself or herself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters.

118.5

Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself or herself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest.

118.6

The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation.

118.7

A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration, profit or other benefit which he or she derives from or in connection with a relationship involving a conflict of interest which has been authorised by the Directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

118.8

If he or she has disclosed to the Board the nature and extent of his or her interest to the extent required by the Companies Acts, a Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration or other benefit which he or she derives from or in connection with:

(a)

being a party to, or otherwise interested in, any transaction or arrangement with:

(i)

the Company or in which the Company is interested; or

(ii)

a body corporate in which the Company is interested;

(b)

acting (otherwise than as auditor) alone or through his or her organisation in a professional capacity for the Company (and he or she or that organisation is entitled to remuneration for professional services as if he or she were not a Director); or

(c)

being a director or other officer of, or employed by, or otherwise interested in any other body corporate in which the Company is interested.

118.9

A Director’s receipt of any remuneration or other benefit referred to in Articles 118.7 or 118.8 does not constitute an infringement of his or her duty under the Companies Acts.

118.10

A transaction or arrangement referred to in Articles 118.7 or 118.8 is not liable to be avoided on the ground of any remuneration, benefit or interest referred to in that Article.

119.

Directors’ permitted interests

119.1

A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he or she has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following:

(a)

giving him or her any security, guarantee or indemnity for any money or any liability which he, she or any other person, has lent or obligations he or she or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings;

(b)

giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security;

(c)

a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he or she is a holder of shares, debentures or other securities, or if he or she takes part in the underwriting or sub-underwriting of the offer;

(d)

any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him or her benefits which are also generally given to employees to whom the arrangement relates;

(e)

any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a member of that company). This does not apply if he or she knows that he or she has a Relevant Interest;

(f)

a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and

(g)

a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates.

119.2

A Director cannot vote or be counted in the quorum on a resolution relating to his or her own appointment or the settlement or variation of the terms of his or her appointment to an office or place of profit with the Company or any other company in which the Company has an interest.

119.3

Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his or her own appointment or the settlement or variation of the terms or the termination of his or her own appointment or the appointment of another Director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it.

119.4

A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he or she is to his or her knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his or her appointor shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has a Relevant Interest is interested in a contract, he or she also shall be deemed interested in that contract.

119.5

If a question arises at a Board meeting about whether a Director (other than the chair of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he or she can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chair of the meeting. The chair’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chair of the meeting, the question must be directed to the Directors. The chair cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chair is final and conclusive, unless the nature and extent of the chair’s interests have not been fairly disclosed to the Directors.

120.

General

For the purposes of Articles 117 to 119 inclusive (which shall apply equally to alternate Directors):

120.1

An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director.

120.2

A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract.

120.3

A conflict of interest includes a conflict of interest and duty and a conflict of duties.

120.4

Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 117 to 119 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 117 to 119.

121.

Power to authenticate documents

Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

122.

Use of seals

122.1

The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised.

122.2

Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied.

122.3

The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires.

122.4

The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means.

123.

Declaration of dividends

Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

124.

Interim dividends

124.1

Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares.

124.2

If the share capital is divided into different classes, the Board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

124.3

The Board may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. If the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights.

125.

Calculation and currency of dividends

Except as provided otherwise by the rights attached to shares, all dividends:

(a)

shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid;

(b)

shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and

(c)

may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met.

126.

Amounts due on shares can be deducted from dividends

The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him or her to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares.

127.

Dividends not in cash

The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may:

(a)

issue fractional certificates (or ignore fractions);

(b)

fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and

(c)

vest any such assets in trustees on trust for the person entitled to the dividend.

128.

No interest on dividends

Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.

129.

Method of payment

129.1

The Company may pay any dividend, interest or other sum payable in respect of a share wholly or partly in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct.

129.2

The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing.

129.3

Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible.

129.4

Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share.

129.5

The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine.

129.6

In respect of the payment of any dividend or other sum which is a distribution, the Board may decide, and notify recipients, that:

(a)

one or more of the means described in this Article 129 will be used for payment and a recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the Directors;

(b)

one or more of such means will be used for the payment unless a recipient elects otherwise in the manner prescribed by the Directors; or

(c)

one or more of such means will be used for the payment and that recipients will not be able to elect otherwise,

the Board may for this purpose decide that different methods of payment may apply to different recipients or groups of recipients.

129.7

All cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money and the Company will not be responsible for a payment which is lost, rejected or delayed. The Company can rely on a receipt for a dividend or other money paid in relation to a share from any one of the joint recipients on behalf of all of them. The Company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made using a relevant system or inter-bank transfer or other electronic means.

129.8

Subject to the rights attaching to any shares, any dividends or other monies payable on or in respect of a share may be declared or paid in such currency or currencies and using such exchange rate or such date for determining the value or currency conversions as the Directors may determine.

130.

Uncashed dividends

If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he or she notifies the Company of an address to be used for the purpose. If any such cheque, warrant or order has or is alleged to have been lost, stolen or destroyed, the Directors may, on request of the person entitled to it, issue a replacement cheque, warrant or order subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Directors may think fit.

131.

Unclaimed dividends

All dividends, interest or other sums payable and unclaimed for twelve months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends that remain unclaimed for twelve years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company.

132.

Scrip dividends

132.1

Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of shares (excluding any member holding shares as treasury shares) the right to elect to be issued with shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply:

(a)

the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed;

(b)

the entitlement of each holder of shares to new shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the shares or depositary instruments representing such shares, on Nasdaq (or any other publication of a recognised investment exchange showing quotations for the Company’s shares), for the day on which the shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount;

(c)

no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements;

(d)

the Board shall, after determining the basis of allotment, notify the holders of shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;

(e)

the Board may on any occasion decide that rights of election shall only be made available subject to such exclusions, restrictions or other arrangements as they shall in their absolute discretion deem necessary or desirable in order to comply with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory;

(f)

the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined;

(g)

the Board may exclude from any offer or make other arrangements in relation to any holders of shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares;

(h)

unless the Board decides otherwise or the rules of a relevant system require otherwise, any new shares which a holder has elected to receive instead of cash in respect of some or all of his or her dividend will be:

(i)

shares in uncertificated form if the corresponding elected shares were uncertificated shares on the record date for that dividend; and

(ii)

shares in certificated form if the corresponding elected shares were shares in certificated form on the record date for that dividend;

(i)

the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any shares shall be binding on every successor in title to the holder;

(j)

the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on shares in respect of which an election has been duly made (elected shares) and instead additional shares shall be allotted to the holders of the elected shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued shares for allotment and distribution to the holders of the elected shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;

(k)

the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of shares under this Article;

(l)

the additional shares so allotted shall rank pari passu in all respects with each other and with the fully paid shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date;

(m)

the Board may terminate, suspend, or amend any offer of the right to elect to receive shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme; and

(n)

the Board may do all acts and things which they consider necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned.

133.

Capitalisation of reserves

133.1

The Board may, with the authority of an ordinary resolution of the Company:

(a)

subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve;

(b)

appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that:

(i)

the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid;

(ii)

the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and

(iii)

in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time is not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it;

(c)

resolve that any shares so allotted to any member in respect of a holding by him or her of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends;

(d)

make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions;

(e)

authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either:

(i)

the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or

(ii)

the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares,

(any agreement made under such authority being effective and binding on all such members); and

(f)

generally do all acts and things required to give effect to such resolution.

133.2

Where, pursuant to an employees’ share scheme (within the meaning of section 1166 of the Act) or any similar scheme under which participation is extended to non-executive Directors or consultants providing services to the Company or any of its subsidiaries:

(a)

the Company has granted options to subscribe for shares on terms which provide (inter alia) for adjustments to the subscription price payable on the exercise of such options or to the number of shares to be allotted upon such exercise in the event of any increase or reduction in or other reorganisation of the Company’s issued share capital and an otherwise appropriate adjustment would result in the subscription price for any share being less than its nominal value, then the Board may, on the exercise of any of the options concerned and payment of the subscription price which would have applied had such adjustment been made, capitalise any such profits or other sum as is mentioned in Article 133.1(a) to the extent necessary to pay up the unpaid balance of the nominal value of the shares which fall to be allotted on the exercise of such options and apply such amount in paying up such balance and allot shares fully paid accordingly;

(b)

the Company has granted (or assumed liability to satisfy) rights to subscribe for shares (whether in the form of stock options, stock units, restricted stock, stock appreciation rights, performance shares and units, dividend equivalent rights or otherwise) then the Board may, in connection with the issue of shares, capitalise any such profits or other sum as is mentioned in Article 133.1 to the extent necessary to pay up the unpaid balance of the nominal value of the shares which fall to be issued in connection with such rights to subscribe and apply such amount in paying up such balance and allot shares fully paid accordingly; and

(c)

the provisions of Article 133.1(a) to (f) shall apply with the necessary alterations to this Article 133.2.

134.

Record dates

134.1

Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served.

134.2

In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served.

135.

Inspection of records

No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he or she is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.

136.

Account to be sent to members

136.1

In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to:

(a)

every member (whether or not entitled to receive notices of general meetings);

(b)

every holder of debentures (whether or not entitled to receive notice of general meetings); and

(c)

every other person who is entitle to receive notice of general meetings,

not less than twenty-one clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act.

136.2

This Article does not require copies of the documents to which it applies to be sent or supplied to:

(a)

a member or holder of debentures of whose address the Company is unaware; or

(b)

more than one of the joint holders of shares or debentures.

136.3

The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than twenty-one days before the day that the relevant copies are being sent.

136.4

Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 136.1.

137.

Service of Notices

137.1

The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member:

(a)

personally;

(b)

by sending it through the postal system addressed to the member at his, her or its registered address or by leaving it at that address addressed to the member;

(c)

through a relevant system, where the notice or document relates to uncertificated shares;

(d)

where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose;

(e)

where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or

(f)

by any other means authorised in writing by the member.

137.2

In the case of joint holders of a share:

(a)

service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and

(b)

anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders.

137.3

Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has (i) notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him, her or it; or (ii) given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, her or it, he, she or it shall be entitled to have notices served, sent or supplied to him or her at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company.

137.4

If on three consecutive occasions any notice, document or other information has been sent to any member at his, her or its registered address or his, her or its address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he or she shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied.

137.5

The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members.

138.

Hard copy form

Any document, information or notice is validly sent or supplied by the Company in hard copy form if it is handed to the intended recipient or sent or supplied by hand or through the post in a prepaid envelope:

(a)

to an address specified for the purpose by the intended recipient;

(b)

if the intended recipient is a company, to its registered office;

(c)

to the address shown in the Company’s Register;

(d)

to any address to which any provision of the Companies Acts authorises it to be sent or supplied; or

(e)

if the Company is unable to obtain an address falling within paragraphs (a) to (d), to the last address known to the Company of the intended recipient.

139.

Electronic form

Any document, information or notice is validly sent or supplied by the Company in electronic form:

(a)

to a person if that person has agreed (generally or specifically) that the document, information or notice may be sent or supplied in that form and has not revoked that agreement; or

(b)

to a company that is deemed to have so agreed by the Companies Acts.

140.

Electronic means

Any document, information or notice is validly sent or supplied by the Company by electronic means if it is sent or supplied:

(a)

to an address specified for the purpose by the intended recipient (generally or specifically); or

(b)

where the intended recipient is a company, to an address deemed by the Companies Acts to have been so specified.

141.

Website

Any document, information or notice is validly sent or supplied by the Company to a person by being made available on a website if:

(a)

the person has agreed (generally or specifically) that the document, information or notice may be sent or supplied to him or her in that manner, or he or she is taken to have so agreed under Schedule 5 of the Act, and in either case he or she has not revoked that agreement;

(b)

the Company has notified the intended recipient of:

(i)

the presence of the document, information or notice on the website;

(ii)

the address of the website;

(iii)

the place on the website where it may be accessed;

(iv)

how to access the document, information or notice; and

(v)

any other information prescribed by the Companies Acts or any other provisions of law including, when the document, information or notice is a notice of meeting, that fact, the place, date and time of the meeting and whether the meeting is an annual general meeting; and

(c)

the document, information or notice is available on the website throughout the period specified by any applicable provision of the Companies Acts or, if no such period is specified, the period of twenty-eight days starting on the date on which the notification referred to in paragraph (b) above is sent to the relevant person.

142.

Sending or supplying any document, information or notice by any other means

Any document, information or notice that is sent or supplied otherwise than in hard copy form or electronic form or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient.

143.

Presence at meeting evidence in itself of receipt of notice

A member present either in person or by proxy, or in the case of a corporate member by a duly authorised representative, at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and, where required, of the purposes for which it was called.

144.

Notice on person entitled by transmission

The Company may give notice to the person entitled to a share because of the death or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. This shall apply whether or not the Company has notice of the death or bankruptcy or other event.

145.

Record date for service

Any notice, document or other information may be served, sent or supplied by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service, sending or supplying. No change in the register after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or supplying of that notice, document or other information.

146.

Evidence of service

146.1

Any notice, document or other information, addressed to a member at his, her or its registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given.

146.2

Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left.

146.3

Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends such notice, document or other information in hard copy form by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given.

146.4

Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice, document or other information.

146.5

Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.

147.

Notice when post not available

If at any time by reason of the suspension, interruption or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post, the Company need only give notice of a general meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to those members to whom notice cannot be given by electronic means if, at least seven days prior to the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable.

148.

Validation of documents in electronic form

148.1

Where a document is required under these Articles to be signed by a member or any other person, if the document is in electronic form, then in order to be valid the document must:

(a)

incorporate the electronic signature, or personal identification details (which may be details previously allocated by the Company), of that member or other person, in such form as the Board may approve; or

(b)

be accompanied by such other evidence as the Board may require in order to be satisfied that the document is genuine.

148.2

The Company may designate mechanisms for validating any such document and a document not validated by the use of any such mechanisms shall be deemed as having not been received by the Company In the case of any document or information relating to a meeting, an instrument of proxy or invitation to appoint a proxy, any validation requirements shall be specified in the relevant notice of meeting in accordance with Articles 49 and 70.

149.

Winding up

If the Company is wound up and subject to the rights and restrictions attached to any share or classes of shares, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction(s), vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, she or it may with the like sanction determine. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article 149, no member shall be compelled to accept any assets upon which there is a liability.

150.

Indemnity and insurance

150.1

In this Article:

(a)

companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate;

(b)

a relevant officer means any Director or other officer or former Director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company (or associated company) as auditor (whether or not he or she is also a Director or other officer), to the extent he or she acts in his or her capacity as auditor); and

(c)

relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.

150.2

Subject to Article 150.3, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

(a)

each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him or her in defending any civil or criminal proceedings, in which judgment is given in his or her favour or in which he or she is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part or in connection with any application in which the court grants him or her, in his or her capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and

(b)

the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him or her in connection with any proceedings or application referred to in Article 150.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

150.3

This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

150.4

The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.

150.5

Where a relevant officer is indemnified against a liability in accordance with this Article, the indemnity extends to each cost, charge, loss, expense and liability incurred by him or her in relation to that liability.

151.

Exclusive jurisdiction

151.1

Save in respect of any cause of action arising under the Securities Act or the Exchange Act, unless the Company by ordinary resolution consents to the selection of an alternative forum, the courts of England and Wales shall be the exclusive forum for the resolution of:

(a)

any derivative action or proceeding brought on behalf of the Company;

(b)

any action or proceeding asserting a claim of breach of fiduciary duty owed by any director, officer or other employee to the Company;

(c)

any action or proceeding asserting a claim arising out of any provision of the Companies Acts or these Articles; or

(d)

any action or proceeding asserting a claim or otherwise related to the affairs of the Company.

151.2

Unless the Company by ordinary resolution consents to the selection of an alternative forum in the United States, the United States District Court for the Southern District of New York shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

151.3

Any person or entity purchasing or otherwise acquiring any interest in the Company’s shares shall be deemed to have notice of and to have consented to the provisions of this Article 151.

Exhibit 4.1

DEPOSIT AGREEMENT

by and among

EXSCIENTIA PLC

and

CITIBANK, N.A.,

as Depositary,

and

THE HOLDERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY SHARES
ISSUED HEREUNDER

Dated as of [date], 2021

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS		1
Section 1.1	“ADS Record Date”	1
Section 1.2	“Affiliate”	1
Section 1.3	“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”	1
Section 1.4	“American Depositary Share(s)” and “ADS(s)”	2
Section 1.5	“Beneficial Owner”	2
Section 1.6	“Certificated ADS(s)”	3
Section 1.7	“Citibank”	3
Section 1.8	“Commission”	3
Section 1.9	“Company”	3
Section 1.10	“Custodian”	3
Section 1.11	“Deliver” and “Delivery”	3
Section 1.12	“Deposit Agreement”	4
Section 1.13	“Depositary”	4
Section 1.14	“Deposited Property”	4
Section 1.15	“Deposited Securities”	4
Section 1.16	“Dollars” and “$”	4
Section 1.17	“DTC”	4
Section 1.18	“DTC Participant”	5
Section 1.19	“Exchange Act”	5
Section 1.20	“Foreign Currency”	5
Section 1.21	“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”	5
Section 1.22	“Holder(s)”	5
Section 1.23	“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)”	5
Section 1.24	“Principal Office”	5
Section 1.25	“Registrar”	6
Section 1.26	“Restricted Securities”	6
Section 1.27	“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”	6
Section 1.28	“Securities Act”	6
Section 1.29	“Share Registrar”	6
Section 1.30	“Shares”	6
Section 1.31	“Uncertificated ADS(s)”	6
Section 1.32	“United States” and “U.S.”	6

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;

DEPOSIT OF SHARES; EXECUTION AND

DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

Section 2.1	Appointment of Depositary	7
Section 2.2	Form and Transferability of ADSs	7

Section 2.3	Deposit of Shares	8
Section 2.4	Registration and Safekeeping of Deposited Securities	9
Section 2.5	Issuance of ADSs	10
Section 2.6	Transfer, Combination and Split-up of ADRs	10
Section 2.7	Surrender of ADSs and Withdrawal of Deposited Securities	11
Section 2.8	Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.	12
Section 2.9	Lost ADRs, etc.	13
Section 2.10	Cancellation and Destruction of Surrendered ADRs; Maintenance of Records	13
Section 2.11	Escheatment	13
Section 2.12	Partial Entitlement ADSs	13
Section 2.13	Certificated/Uncertificated ADSs	14
Section 2.14	Restricted ADSs	15

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

Section 3.1	Proofs, Certificates and Other Information	16
Section 3.2	Liability for Taxes and Other Charges	17
Section 3.3	Representations and Warranties on Deposit of Shares	17
Section 3.4	Compliance with Information Requests	18
Section 3.5	Ownership Restrictions	18
Section 3.6	Reporting Obligations and Regulatory Approvals	19

ARTICLE IV

THE DEPOSITED SECURITIES

Section 4.1	Cash Distributions	20
Section 4.2	Distribution in Shares	21
Section 4.3	Elective Distributions in Cash or Shares	22
Section 4.4	Distribution of Rights to Purchase Additional ADSs	22
Section 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	24
Section 4.6	Distributions with Respect to Deposited Securities in Bearer Form	25
Section 4.7	Redemption	25
Section 4.8	Conversion of Foreign Currency	26
Section 4.9	Fixing of ADS Record Date	26
Section 4.10	Voting of Deposited Securities	27
Section 4.11	Changes Affecting Deposited Securities	29
Section 4.12	Available Information	29
Section 4.13	Reports	29
Section 4.14	List of Holders	30
Section 4.15	Taxation	30

ARTICLE V

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

Section 5.1	Maintenance of Office and Transfer Books by the Registrar	31
Section 5.2	Exoneration	32
Section 5.3	Standard of Care	32
Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	33
Section 5.5	The Custodian	34
Section 5.6	Notices and Reports	35
Section 5.7	Issuance of Additional Shares, ADSs etc.	36
Section 5.8	Indemnification	36
Section 5.9	ADS Fees and Charges	37
Section 5.10	Restricted Securities Owners	38

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1	Amendment/Supplement	39
Section 6.2	Termination	39

ARTICLE VII

MISCELLANEOUS

Section 7.1	Counterparts	41
Section 7.2	No Third-Party Beneficiaries/Acknowledgments	41
Section 7.3	Severability	41
Section 7.4	Holders and Beneficial Owners as Parties; Binding Effect	41
Section 7.5	Notices	41
Section 7.6	Governing Law and Jurisdiction	42
Section 7.7	Assignment	44
Section 7.8	Compliance with, and No Disclaimer under, U.S. Securities Laws	44
Section 7.9	English Law References	44
Section 7.10	Titles and References	44

EXHIBITS

	Form of ADR	A-1
	Fee Schedule	B-1

iii

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of [●], 2021, by and among (i) EXSCIENTIA PLC, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

W I T N E S S E T H T H A T:

WHEREAS, the Company desires to establish with the Depositary an ADR facility to provide inter alia for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited and for the execution and Delivery (as hereinafter defined) of American Depositary Receipts (as hereinafter defined) evidencing such American Depositary Shares; and

WHEREAS, the Depositary is willing to act as the Depositary for such ADR facility upon the terms set forth in the Deposit Agreement (as hereinafter defined); and

WHEREAS, any American Depositary Receipts issued pursuant to the terms of the Deposit Agreement are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:

Section 1.1 “ADS Record Date” shall have the meaning given to such term in Section 4.9.

Section 1.2 “Affiliate” shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto.

Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central depository such as DTC, be in the form of a “Balance Certificate.”

Section 1.4 “American Depositary Share(s)” and “ADS(s)” shall mean the rights and interests in the Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees).

Section 1.5 “Beneficial Owner” shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of ADSs may or may not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive any benefit hereunder solely through the person who is the Holder of the ADSs owned by such Beneficial Owner. Unless otherwise identified to the Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.

Section 1.6 “Certificated ADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.7 “Citibank” shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, and its successors.

Section 1.8 “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United States.

Section 1.9 “Company” shall mean EXSCIENTIA PLC, a public limited company incorporated under the laws of England and Wales, and its successors.

Section 1.10 “Custodian” shall mean (i) as of the date hereof, Citibank, N.A. (London), having its principal office at 25 Canada Square, Canary Wharf, London, E14 5LB, United Kingdom, as the custodian of Deposited Property for the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the Deposit Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute or additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all Custodians collectively, as the context requires.

Section 1.11 “Deliver” and “Delivery” shall mean (x) when used in respect of Shares and other Deposited Securities, either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the applicable book-entry settlement system, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement system in which the ADSs are settlement-eligible.

Section 1.12 “Deposit Agreement” shall mean this Deposit Agreement and all exhibits hereto, as the same may from time to time be amended and supplemented from time to time in accordance with the terms of the Deposit Agreement.

Section 1.13 “Depositary” shall mean Citibank, N.A., a national banking association organized under the laws of the United States, in its capacity as depositary under the terms of the Deposit Agreement, and any successor depositary hereunder.

Section 1.14 “Deposited Property” shall mean the Deposited Securities and any cash and other property held on deposit by the Depositary and the Custodian in respect of the ADSs or the Deposited Securities under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.

Section 1.15 “Deposited Securities” shall mean the Shares and any other securities held on deposit by the Custodian from time to time in respect of the ADSs under the Deposit Agreement and constituting Deposited Property.

Section 1.16 “Dollars” and “$” shall refer to the lawful currency of the United States.

Section 1.17 “DTC” shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC, and any successor thereto.

Section 1.18 “DTC Participant” shall mean any financial institution (or any nominee of such institution) having one or more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC Participant is so acting. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.

Section 1.19 “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.

Section 1.20 “Foreign Currency” shall mean any currency other than Dollars.

Section 1.21 “Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.22 “Holder(s)” shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its name. The manner in which a Holder holds ADSs (e.g., in certificated vs. uncertificated form) may affect the rights and obligations of, and the manner in which, and the extent to which, the services are made available to, Holders pursuant to the terms of the Deposit Agreement.

Section 1.23 “Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.24 “Principal Office” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

Section 1.25 “Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

Section 1.26 “Restricted Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, England and Wales, or under a shareholder agreement or the Articles of Association of the Company or under the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s), Restricted Securities.

Section 1.27 “Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have the respective meanings set forth in Section 2.14.

Section 1.28 “Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time.

Section 1.29 “Share Registrar” shall mean Computershare Investor Services PLC or any other institution incorporated under the laws of England and Wales appointed by the Company from time to time to carry out the duties of registrar for the Shares, and any successor thereto.

Section 1.30 “Shares” shall mean the Company’s ordinary shares, with a nominal value £0.001 per share, validly issued and outstanding and fully paid and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided that in no event shall Shares include evidence of the right to receive Shares with respect to which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or exercised; provided further, however, that, if there shall occur any change in nominal value, split-up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.11 in respect of the Shares of the Company, the term “Shares” shall thereafter, to the maximum extent permitted by law, represent the successor securities resulting from such event.

Section 1.31 “Uncertificated ADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.32 “United States” and “U.S.” shall have the meaning assigned to it in Regulation S as promulgated by the Commission under the Securities Act.

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
DEPOSIT OF SHARES; EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

Section 2.1 Appointment of Depositary. The Company hereby appoints the Depositary as depositary for the Deposited Property and hereby authorizes and directs the Depositary to act in accordance with the terms and conditions set forth in the Deposit Agreement and the applicable ADRs. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Section 2.2 Form and Transferability of ADSs.

(a) Form. Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the Delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs outstanding hereunder.

(b) Legends. The ADRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as may be (i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.

(c) Title. Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(d) Book-Entry Systems. The Depositary shall make arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients of DTC Participants). Any distributions made, and any notices given, by the Depositary to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) satisfy the Depositary’s obligations under the Deposit Agreement to make such distributions, and give such notices, in respect of the ADSs held in DTC (including, for avoidance of doubt, to the DTC Participants holding the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs).

Section 2.3 Deposit of Shares. Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form reasonably satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer and recordation, confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the applicable book-entry settlement entity, as applicable, to the Custodian or, as applicable, that irrevocable instructions have been given to cause such Shares to be issued or transferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in England and Wales, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.

Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of England and Wales and any necessary approval has been granted by any applicable governmental body in England and Wales, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Section 2.4 Registration and Safekeeping of Deposited Securities. The Depositary shall instruct the Custodian upon each Delivery of registered Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other documents above specified, to present such Shares, together with the appropriate instrument(s) of transfer or endorsement, duly stamped, to the Share Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by a Custodian for the account and to the order of the Depositary or a nominee of the Depositary, in each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or the Custodian shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.

Section 2.5 Issuance of ADSs. The Depositary has made arrangements with the Custodian for the Custodian to confirm to the Depositary upon receipt of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’ register maintained by or on behalf of the Company by the Share Registrar or on the books of the applicable book-entry settlement entity, (iii) that all required documents have been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the number of ADSs to be so delivered. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense of the person making the deposit, by facsimile or other means of electronic transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable law, shall issue the ADSs representing the Shares so deposited to or upon the order of the person(s) named in the notice delivered to the Depositary and, if applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested by such person(s) and evidencing the aggregate number of ADSs to which such person(s) are entitled, but, in each case, only upon payment to the Depositary of the charges of the Depositary for accepting a deposit of Shares and issuing ADSs (as set forth in Section 5.9 and Exhibit B hereto) and all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Shares and the issuance of the ADS(s). The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.

Section 2.6 Transfer, Combination and Split-up of ADRs.

(a) Transfer. The Registrar shall register the transfer of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

(b) Combination & Split-Up. The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of ADSs shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association and of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities , in each case as in effect at the time thereof.

Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs so canceled, of the Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld as a result of such sale) to the person surrendering the ADSs.

Notwithstanding anything else contained in any ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.

(a) Additional Requirements. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.

(b) Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).

(c) Regulatory Restrictions. Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Section 2.9 Lost ADRs, etc. In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary, including, without limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of such ADR, the authenticity thereof and the Holder’s ownership thereof.

Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. All ADRs surrendered to the Depositary shall be canceled by the Depositary. Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable against the Depositary for any purpose. The Depositary is authorized to destroy ADRs so canceled, provided the Depositary maintains a record of all destroyed ADRs. Any ADSs held in book-entry form (e.g., through accounts at DTC) shall be deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without the need to physically destroy the Balance Certificate).

Section 2.11 Escheatment. In the event any unclaimed property relating to the ADSs, for any reason, is in the possession of Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities in accordance with the laws of each of the relevant States of the United States.

Section 2.12 Partial Entitlement ADSs. In the event any Shares are deposited which (i) entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not fully fungible (including, without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit collectively, “Full Entitlement Shares” and the Shares with different entitlement, “Partial Entitlement Shares”), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full Entitlement Shares, and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon (“Partial Entitlement ADSs/ADRs” and “Full Entitlement ADSs/ADRs”, respectively). If and when Partial Entitlement Shares become Full Entitlement Shares, the Depositary shall (a) give notice thereof to Holders of Partial Entitlement ADSs and give Holders of Partial Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) cause the Custodian to transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) take such actions as are necessary to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on the one hand, and (ii) the Full Entitlement ADRs and ADSs on the other. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is authorized to take any and all other actions as may be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the terms of this Section 2.12. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification of Partial Entitlement Shares upon Delivery to the Custodian.

Section 2.13 Certificated/Uncertificated ADSs. Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders' Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

Section 2.14 Restricted ADSs. The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted Securities in the form of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”). Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the extent not prohibited by law, agree to issue the Restricted ADSs in uncertificated form (“Uncertificated Restricted ADSs”) upon such terms and conditions as the Company and the Depositary may deem necessary and appropriate. The Company shall assist the Depositary in the establishment of such procedures and agrees that it shall take all steps necessary and satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if the Restricted ADSs are to be issued as Certificated ADSs), or to be included in the statements issued from time to time to Holders of Uncertificated ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific circumstances under which the Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct from the other Deposited Securities held hereunder. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC (unless (x) otherwise agreed by the Company and the Depositary, (y) the inclusion of Restricted ADSs is acceptable to the applicable clearing system, and (z) the terms of such inclusion are generally accepted by the Commission for Restricted Securities of that type), and shall not in any way be fungible with the ADSs issued under the terms hereof that are not Restricted ADSs. The Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel satisfactory to the Depositary setting forth, inter alia, the conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend applicable to the Restricted ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by applicable law, the Restricted ADSs and the Restricted ADRs evidencing Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.

If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of such time Restricted Securities, and (y) instructions from the Company to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, shall (i) eliminate the distinctions and separations that may have been established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for inclusion in the applicable book-entry settlement systems.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS
AND BENEFICIAL OWNERS OF ADSs

Section 3.1 Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may, and at the reasonable request of the Company, shall, to the extent practicable, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8(a), the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

Section 3.2 Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8(a)) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADSs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby . Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under this Section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Section 3.3 Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable (i.e., not subject to call for payment of further capital) and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) the deposit of the Shares does not violate any applicable provisions of English Law. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Section 3.4 Compliance with Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed and/or the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company, as promptly as practicable, any such responses to such requests received by the Depositary.

Section 3.5 Ownership Restrictions. Notwithstanding any other provision contained in the Deposit Agreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner.

Section 3.6 Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

ARTICLE IV

THE DEPOSITED SECURITIES

Section 4.1 Cash Distributions. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give timely notice thereof to the Depositary at least twenty (20) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will (i) if at the time thereof any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions of Section 4.8), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and (b) applicable taxes required to be withheld in connection with the distribution) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.1, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.1, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.1 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.2 Distribution in Shares. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give timely notice thereof to the Depositary at least twenty(20) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.3 Elective Distributions in Cash or Shares. Whenever the Company intends to make a distribution payable at the election of the holders of Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.4 Distribution of Rights to Purchase Additional ADSs.

(a) Distribution to ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give timely notice thereof to the Depositary at least sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).

(b) Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7, or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.

(c) Lapse of Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.

The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws.

In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares.

(a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any applicable taxes required to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

(d) Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.

Section 4.7 Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary at least sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if after consultation between the Depositary and the Company, the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary after consultation with the Company. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.

Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.7 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.8 Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable taxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise.

If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing.

If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.

Section 4.9 Fixing of ADS Record Date. Whenever (a) the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or (d) the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable record date for the Deposited Securities (if any) set by the Company in England and Wales and shall not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects the Deposited Securities). Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

Section 4.10 Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

The Depositary has been advised by the Company that under the Articles of Association of the Company as in effect on the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by poll.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate the laws of the United States or England and Wales. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of England and Wales to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the Depositary.

There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Section 4.11 Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, scheme of arrangement, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, scheme of arrangement, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

Section 4.12 Available Information. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission's website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.

Section 4.13 Reports. The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6.

Section 4.14 List of Holders. Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.

Section 4.15 Taxation. The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Property under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Property. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Depositary and the Company shall have no obligation or liability to any person if any Holder or Beneficial Owner fails to provide such information or if such information does not reach the relevant tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution (e.g., stamp duty tax, capital gains or other similar tax), the Company shall use commercially reasonable efforts to (or shall cause such agent to) remit within a reasonable time to the Depositary information about such taxes or governmental charges withheld or paid, and, if so reasonably requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form reasonably satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability.

The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company except to the extent that the Company provides information to the Depositary for distribution to the Holders and Beneficial Owners, and the Depositary reasonably agrees to distribute to the Holders and Beneficial Owners.. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.

ARTICLE V

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement.

The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs.

The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8(a).

If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, with written notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, with written notice given as promptly as practicable to the Company.

Section 5.2 Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act or thing which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or other event or circumstance beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.

The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Section 5.3 Standard of Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without negligence or bad faith.

Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders.

Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Section 5.5 The Custodian. The Depositary has initially appointed Citibank, N.A. (London) as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in England and Wales and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company.

Citibank may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement.

Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.

Section 5.6 Notices and Reports. On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in the English language but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Articles of Association of the Company that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.

The Depositary shall arrange, at the request of the Company and at the Company’s expense, to provide copies thereof to all Holders or make such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other Deposited Securities or on such other basis as the Company may advise the Depositary or as may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and the Custodian a copy of the Company’s Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein. The Depositary may rely upon such copy for all purposes of the Deposit Agreement.

The Depositary will, at the expense of the Company, make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any other designated transfer office.

Section 5.7 Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, scheme of arrangement or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, scheme of arrangement, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of English counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of England and Wales and (2) all requisite regulatory consents and approvals have been obtained in England and Wales. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.).

Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Section 5.8 Indemnification. The Depositary agrees to indemnify the Company and its directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.

The Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, to the extent that it is not unlawful for the Company to indemnify such person at such time under the applicable laws of England and Wales, (b) out of, or as a result of, any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company, in connection with the Deposit Agreement, any ancillary or supplemental agreement entered into between the Company and the Depositary, the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates. Notwithstanding the foregoing, the Company shall not indemnify the Depositary or the Custodian (for so long as the Custodian is a branch of Citibank, N.A.) against any fees, charges or expenses payable by third party Holders or Beneficial Owners under this Deposit Agreement including, for the avoidance of doubt, those fees and charges set out in the Fee Schedule attached hereto as Exhibit B.

The obligations set forth in this Section shall survive the termination of the Deposit Agreement and the succession or substitution of any party hereto.

Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Section 5.9 ADS Fees and Charges. The Company, the Holders, the Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being cancelled shall be required to pay to the Depositary the Depositary’s fees and related charges identified as payable by them respectively in the Fee Schedule attached hereto as Exhibit B. All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

ADS fees and charges payable for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

Section 5.10 Restricted Securities Owners. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment/Supplement. Subject to the terms and conditions of this Section 6.1 and applicable law, the ADRs outstanding at any time, the provisions of the Deposit Agreement and the form of ADR attached hereto and to be issued under the terms hereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

Section 6.2 Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.

If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.

At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with the Depositary and shall be open to inspection by any Holder during business hours.

Section 7.2 No Third-Party Beneficiaries/Acknowledgments. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S., England and Wales, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

Section 7.3 Severability.

In case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.

Section 7.5 Notices. Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to The Schrödinger Building, Oxford Science Park, Oxford OX4 4GE, United Kingdom , Attention: Dan Ireland, with a copy (which shall not constitute notice) to Cooley LLP, 55 Hudson Yards, New York, New York 10001, Attention: Divakar Gupta, or to any other address which the Company may specify in writing to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention: Depositary Receipts Department, or to any other address which the Depositary may specify in writing to the Company.

Any and all notices to be given to any Holder shall be deemed to have been duly given (a) if personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address, at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the e-mail address designated by the Holder for such purpose. Notice to Holders shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders. Any notices given to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) constitute notice to the DTC Participants who hold the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs.

Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box or delivered to an air courier service, without regard for the actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from any Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile transmission shall not be subsequently confirmed by letter.

Delivery of a notice by means of electronic messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute e-mail address or for any other reason.

Section 7.6 Governing Law and Jurisdiction. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England and Wales (or, if applicable, such other laws as may govern the Deposited Securities).

Except as set forth in the following paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Exscientia Inc. (the “Agent”) now at 2125 Biscayne Blvd., Miami, Florida 33137, United States as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event of any suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, the Deposit Agreement, any ADR or the Deposited Property.

EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).

The provisions of this Section 7.6 shall survive any termination of the Deposit Agreement, in whole or in part.

Section 7.7 Assignment. Subject to the provisions of Section 5.4, the Deposit Agreement may not be assigned by either the Company or the Depositary.

Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws.

(a) Notwithstanding anything in the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

Section 7.9 English Law References. Any summary of the laws and regulations of England and Wales and of the terms of the Company’s Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s Articles of Association may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.

Section 7.10 Titles and References.

(a) Deposit Agreement. All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other subdivisions refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly provided otherwise. The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of the Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in the Deposit Agreement. References to “applicable laws and regulations” shall refer to laws and regulations applicable to ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

(b) ADRs. All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise. The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender in any ADR shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in construing the language contained in the ADR. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, the ADRs, the ADSs and the Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

IN WITNESS WHEREOF, EXSCIENTIA PLC and CITIBANK, N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein.

EXSCIENTIA PLC

	By:
		Name:
		Title:


	CITIBANK, N.A.

	By:
		Name:
		Title:

EXHIBIT A

[FORM OF ADR]

Number	CUSIP NUMBER: _______

American Depositary Shares (each
American Depositary Share
representing the right to receive one
(1) fully paid ordinary share)

AMERICAN DEPOSITARY RECEIPT

for

AMERICAN DEPOSITARY SHARES

representing

DEPOSITED ORDINARY SHARES

EXSCIENTIA PLC

(Incorporated under the laws of England and Wales)

CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited ordinary shares, including evidence of rights to receive such ordinary shares (the “Shares”), of EXSCIENTIA PLC, a public limited company incorporated under the laws of England and Wales (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is [Citibank, N.A. (London)] (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

A-1

(1) The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of [·], 2021 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.

The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Articles of Association of the Company, to which reference is hereby made.

All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement.

The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement.

(2) Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association and of any applicable laws and the rules of the applicable book-entry system, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.

A-2

Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry system, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

(3) Transfer, Combination and Split-up of ADRs. The Registrar shall register the transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

The Registrar shall register the split-up or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

A-3

(4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 of, and Exhibit B to, the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law.

The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

(5) Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, and/or the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s) interested in such ADSs (and the Shares represented by such ADSs, as the case may be) and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request.

(6) Ownership Restrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.

Notwithstanding any provision of the Deposit Agreement or of this ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, as of the date of this ADR, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares.

A-4

The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner.

(7) Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

(8) Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADS held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

(9) Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable (i.e., not subject to call for payment of further capital) and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) the deposit of the Shares does not violate any applicable provisions of English Law. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

A-5

(10) Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary and the Registrar, as applicable, may, and at the reasonable request of the Company, shall, to the extent practicable, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and Section 7.8 of the Deposit Agreement, the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction.

(11) ADS Fees and Charges. The following ADS fees are payable under the terms of the Deposit Agreement:

(i)

ADS Issuance Fee: by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (iv) below, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit Agreement;

(ii)

ADS Cancellation Fee: by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of deposited shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled;

(iii)

Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);

(iv)

Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or (b) an exercise of rights to purchase additional ADSs;

(v)

Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares);

(vi)

Depositary Services Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary;

(vii)

Registration of ADS Transfer Fee: by any Holder of ADS(s) being transferred or by any person to whom ADSs are transferred, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) transferred; and

(viii)

ADS Conversion Fee: by any Holder of ADS(s) being converted or by any person to whom the converted ADSs are delivered, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) converted from one ADS series to another ADS series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferrable ADSs, and vice versa).

A-6

The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges under the terms of the Deposit Agreement:

(a)

taxes (including applicable interest and penalties) and other governmental charges;

(b)

such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

(c)

such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;

(d)

in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses, spreads, taxes and other charges shall be deducted from the Foreign Currency;

(e)

any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the Holders and Beneficial Owners in complying with currency exchange control or other governmental requirements; and

(f)

the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program.

All ADS fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

ADS fees and charges payable (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

A-7

The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

(12) Title to ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(13) Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary.

(14) Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.

The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company.

A-8

Dated:

CITIBANK, N.A. Transfer Agent and Registrar		CITIBANK, N.A. as Depositary

By:		By:
	Authorized Signatory		Authorized Signatory

The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.

A-9

[FORM OF REVERSE OF ADR]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT

(15) Dividends and Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary shall establish an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation of receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will (i) if at the time thereof any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions described in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges set forth in the Fee Schedule attached as Exhibit B to the Deposit Agreement and (b) applicable taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(b) Share Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes required to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes required to be withheld). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

A-10

In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes required to be withheld and (b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(c) Elective Distributions in Cash or Shares: Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with the Deposit Agreement whether such distribution is lawful and reasonably practicable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in England and Wales in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(d) Distribution of Rights to Purchase Additional ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

A-11

Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

(e) Distributions other than Cash, Shares or Rights to Purchase Shares: Upon receipt of a notice indicating that the Company wishes property other than cash, Shares or rights to purchase additional Shares to be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received the documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any applicable taxes required to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

If the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

Neither the Depositary nor the Company shall be responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

A-12

(16) Redemption. Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if after consultation between the Depositary and the Company, the Depositary has determined that such proposed redemption is practicable, the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary after consultation with the Company. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(17) Fixing of ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. Subject to applicable law, the terms and conditions of this ADR and Sections 4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

(18) Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given to the Depositary or in which voting instructions may be deemed to have been given.

A-13

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate the laws of the United States or England & Wales. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of England and Wales to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the Depositary. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

A-14

(19) Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, scheme of arrangement, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the Deposit Agreement, this ADR evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, scheme of arrangement, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

(20) Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, England and Wales, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

A-15

(21) Standard of Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.

The Depositary shall not be liable for any acts or omissions made by a predecessor depositary in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

(22) Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

A-16

(23) Amendment/Supplement. Subject to the terms and conditions of this paragraph 23, and Section 6.1 of the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

(24) Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

A-17

Notwithstanding anything contained in the Deposit Agreement or this ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

(25) Compliance with, and No Disclaimer under, U.S. Securities Laws. (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

(26) No Third Party Beneficiaries / Acknowledgements. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the United States and England and Wales, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

(27) Governing Law / Waiver of Jury Trial. The Deposit Agreement, the ADRs, and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England and Wales (or, if applicable, such other laws as may govern the Deposited Securities).

A-18

(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises.

Dated:	Name:
		By:
		Title:

	NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

	If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
SIGNATURE GUARANTEED
	All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.

Legends
[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing 'partial entitlement' Shares of the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are 'full entitlement' Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become 'full entitlement' Shares.”]

A-19

EXHIBIT B

FEE SCHEDULE

ADS FEES AND RELATED CHARGES

All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

I. ADS Fees

The following ADS fees are payable under the terms of the Deposit Agreement:

Service	Rate	By Whom Paid
(1) Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.	Person for whom ADSs are issued.
(2) Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled.	Person for whom ADSs are being cancelled.
(3) Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(5) Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(6) ADS Services.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.	Person holding ADSs on the applicable record date(s) established by the Depositary.
(7) Registration of ADS Transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred.	Person for whom or to whom ADSs are transferred.
(8) Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferable ADSs, and vice versa).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) converted.	Person for whom ADSs are converted or to whom the converted ADSs are delivered.

B-1

II.

Charges

(i)

taxes (including applicable interest and penalties) and other governmental charges;

(ii)

(iii)

such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Property or of the Holders and Beneficial Owners of ADSs;

(iv)

in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses, spreads, taxes, and other charges shall be deducted from the Foreign Currency;

B-2

(v)

(vi)

the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program.

The above fees and charges may at any time and from time to time be changed by agreement between the Company and the Depositary.

B-3

Exhibit 5.1

Claire Keast-Butler

+44 (0) 20 7556 4211

ckeastbutler@cooley.com

Exscientia Limited

The Schrodinger Building

Oxford Science Park, Oxford

Oxfordshire, OX4 4GE

United Kingdom

17 September 2021

Ladies and Gentlemen:

Re:

Exscientia Limited – Registration Statement on Form F-1 – Exhibit 5.1

INTRODUCTION

1.1

We have acted as English legal advisers to Exscientia Limited, a private limited company incorporated in England and Wales (the “Company”), in relation to the proposed offering of American Depositary Shares (the “ADSs”) representing ordinary shares in the capital of the Company with a nominal value to be determined by the board of directors of the Company (“Ordinary Shares”) (the “Offering” and the Ordinary Shares allotted and issued in connection therewith to Citibank, N.A. (London Branch) as the custodian for the depositary and represented by ADSs, being the “Shares”). The Company will be re-registered as a public limited company under the laws of England and Wales with the name Exscientia plc prior to the allotment and issue of the Shares.

1.2

In connection with the preparation and filing of the registration statement on Form F-1 to which this letter is attached as an exhibit (such registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder, we have been asked to provide an opinion on certain matters, as set out below. We have taken instructions solely from the Company.

1.3

Except as otherwise defined in this letter, capitalised terms used have the respective meanings given to them in the Registration Statement (as defined above) and headings are for ease of reference only and shall not affect interpretation.

1.4

All references to legislation in this letter are to the legislation of England unless the contrary is indicated, and any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof, as in force on the date of this letter.

1.5

All references in this letter to the term “Shares” shall include any additional Ordinary Shares registered by the Company pursuant to Rule 462(b) under the Securities Act in connection with the Offering contemplated by the Registration Statement.

Cooley (UK) LLP 22 Bishopsgate London EC2N 4AJ, UK

t: +44 (0) 20 7583 4055 f: +44 (0) 20 7785 9355 cooley.com

Cooley (UK) LLP is a limited liability partnership and is registered in England and Wales with registered number OC395270. Our registered office is at the address above. Cooley (UK) LLP is authorised and regulated by the Solicitors Regulation Authority (SRA number 617791). A list of the members of Cooley (UK) LLP and their professional qualifications is open to inspection at its registered office. The word 'partner,' used in relation to Cooley (UK) LLP, refers to a member of Cooley (UK) LLP or an employee or consultant of Cooley (UK) LLP (or any affiliated firm) of equivalent standing.

Page Two

DOCUMENTS

For the purpose of issuing this letter, we have examined such matters of fact and questions of law as we have considered appropriate. We have reviewed, amongst other things, the following documents:

2.1

a PDF copy of the Registration Statement filed by the Company with the SEC on 21 June 2021 and amended on 9 August 2021 and 9 September 2021;

2.2

a PDF copy of the current articles of association of the Company adopted on 9 August 2021 (the “Current Articles”) and the new articles of association of the Company adopted by the Company conditional on completion of and in connection with the Offering (the “New Articles”);

2.3

a PDF copy of the certificate of incorporation of the Company dated 29 June 2021, a PDF copy of the certificate of incorporation on change of name of the Company dated 18 August 2021;

2.4

draft minutes of a meeting of the pricing committee of the board of directors of the Company (the “Board” or the “Directors”) (the “Committee”) to be held to resolve, inter alia, to allot and issue the Shares (the “Allotment Resolutions”); and

2.5

a certificate dated 16 September 2021 signed by the Company’s company secretary (the “Secretary’s Certificate”) relating to certain factual matters as at the date of the Secretary’s Certificate and having annexed thereto copies (certified by the Company’s company secretary as being duly passed in each case) of the following documents:

(a)

a copy of the minutes of a meeting of the Board held on 23 August 2021 approving, inter alia, the preparation, execution and public filing with the SEC of the Registration Statement, approving the Offering and the constitution of the Committee (the “Board Minutes”, and, together with the Allotment Resolutions and the Shareholder Resolutions, the “Corporate Approvals”);

(b)

a copy of the written resolutions passed by the shareholders of the Company on 15 September 2021 resolving, inter alia, to grant authorities to the Board for the purposes of sections 551 and 570 of the Companies Act 2006, as amended (the “Companies Act”) to allot shares or grant rights to subscribe for, or convert any security into, shares (the “Shareholder Resolutions”); and

(c)

a copy of the New Articles, certified to be a true and correct copy as at the date hereof.

SEARCHES

In addition to examining the documents referred to in paragraph 2 (Documents), we have carried out the following searches:

3.1

an online search at Companies House in England and Wales (“Companies House”) with respect to the Company, carried out at 9:00 a.m. (London time) on 17 September 2021 (the “Online Search”); and

3.2

a telephone enquiry at the Companies Court in London of the Central Registry of Winding-up Petitions in England and Wales with respect to the Company, carried out at 11:02 a.m. (London time) on 17 September 2021 (the “Telephone Enquiry” and, together with the Online Search, the “Searches”).

OPINION

Subject to the assumptions set out in paragraph 5 (Assumptions), the scope of the opinion set out in paragraph 6 (Scope of Opinion) and the reservations set out in paragraph 7 (Reservations), it is our opinion that, as at today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof in connection with the Offering) and will not be subject to any call for payment of further capital.

Page Three

ASSUMPTIONS

In giving the opinion in this letter, we have assumed (without making enquiry or investigation) that:

5.1

all signatures, stamps and seals on all documents that we reviewed are genuine;

5.2

all original documents are complete, authentic and up-to-date, and all documents submitted to us as a copy (whether by email or otherwise) are complete and accurate and conform to the original documents of which they are copies and that no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the documents since they were examined by us;

5.3

where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen;

5.4

the capacity, power and authority to execute, deliver and perform each of the documents listed in paragraph 2 to this opinion by or on behalf of each of the parties to such documents;

5.5

none of the documents examined by us has been or will be amended or modified in any way, and there are no other arrangements or course of dealings which modify, supersede or otherwise affect any of the terms thereof, and no unknown facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the documents listed in paragraph 2 to this opinion or which have not been disclosed to us that may affect the conclusions in this opinion;

5.6

the information revealed by the Searches is true, accurate, complete and up-to-date in all respects, and there is no information which should have been disclosed by the Searches that has not been disclosed for any reason and there has been no alteration in the status or condition of the Company since the date and time that the Searches were made and that the results of the Searches will remain complete and accurate as at each time of the allotment and issue of the Shares;

5.7

in relation to authorising the allotment and issue of the Shares, the Directors have acted and will act in the manner required by section 172 of the Companies Act and will exercise their powers in accordance with their duties under all applicable laws and the articles of association of the Company in force at the relevant time, and that all such further meetings of the board of directors of the Company or any duly authorised and constituted committee of the board of directors of the Company which may be required in order validly to allot and issue the Shares will be duly convened and held and the requisite resolutions to give effect to their allotment and issue will be duly passed, including the Allotment Resolutions;

5.8

there has not been and will not be any bad faith, breach of trust, fraud, coercion, duress or undue influence on the part of any of the Directors in relation to any allotment and issue of Shares;

5.9

the contents of the Secretary’s Certificate were true and not misleading when given and remain true and not misleading as at the date of this letter and will be as at the time of the allotment and issue of the Shares, and there is no fact or matter not referred to in the Secretary’s Certificate which would make any of the information in the Secretary’s Certificate inaccurate or misleading;

5.10

the Company will have been re-registered as a public limited company under the laws of England and Wales prior to issuance of the Shares;

5.11

all of the existing classes of shares in the capital of the Company will have been re-designated as Ordinary Shares and the Ordinary Shares will have been sub-divided and/or consolidated into such number of Ordinary Shares with such nominal value as is determined by the board of directors of the Company prior to the issuance of the Shares;

5.12

the New Articles become effective before the issuance of the Shares; and

5.13

no Shares or rights to subscribe for Shares have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”), EU Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall be made in relation to the Shares in breach of section 21 (Restrictions on financial promotion) of FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities.

Page Four

SCOPE OF OPINION

6.1

The opinion given in this letter is limited to English law as it would be applied by English courts on the date of this letter.

6.2

We express no opinion in this letter on the laws of any other jurisdiction. We have not investigated the laws of any country other than England and we assume that no foreign law affects the opinion stated in paragraph 4 (Opinion).

6.3

We express no opinion as to any agreement, instrument or other document other than as specified in this letter.

6.4

No opinion is expressed with respect to taxation in the United Kingdom or otherwise in this letter.

6.5

We have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this letter, or that no material facts have been omitted therefrom.

6.6

The opinion given in this letter is given on the basis of each of the assumptions set out in paragraph 5 (Assumptions) and is subject to each of the reservations set out in paragraph 7 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated in paragraph 4 (Opinion) and does not extend, and should not be read as extending, by implication or otherwise, to any other matters.

6.7

This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressee of any change in circumstances happening after the date of this letter which would alter the opinion given in this letter.

6.8

This letter is given by Cooley (UK) LLP and no partner or employee assumes any personal responsibility for it nor shall owe any duty of care in respect of it.

6.9

This letter, the opinion given in it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed by and shall be construed in accordance with English law as at the date of this letter.

RESERVATIONS

7.1

The Online Search described at paragraph 3.1 (Searches) is not capable of revealing conclusively whether or not:

(a)

a winding-up order has been made or a resolution passed for the winding-up of a company;

(b)

an administration order has been made; or

(c)

a receiver, administrative receiver, administrator or liquidator has been appointed,

since notice of these matters may not be filed with the Registrar of Companies in England and Wales immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.

In addition, such a company search is not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented.

Page Five

7.2

The Telephone Enquiry described at paragraph 3.2 (Searches) relates only to a compulsory winding-up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Central Registry of Winding-up Petitions in England and Wales immediately or, in the case of a petition presented to a County Court in England and Wales, may not have been notified to the Central Registry of Winding-up Petitions in England and Wales and entered on such records at all, and the response to an enquiry only relates to the period of approximately four years prior to the date when the enquiry was made. We have not made enquiries of any District Registry or County Court in England and Wales.

7.3

The opinion set out in this letter is subject to: (i) any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes or analogous circumstances; and (ii) an English court exercising its discretion under section 426 of the Insolvency Act (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory.

7.4

We express no opinion as to matters of fact.

7.5

We have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from the Registration Statement.

REGISTRATION STATEMENT

We consent to the filing of this letter as an exhibit to the Registration Statement. We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Yours faithfully

Cooley (UK) LLP

Exhibit 10.7

EXECUTION VERSION

Certain information in this document, marked by brackets [****], has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

RESEARCH COLLABORATION AND LICENCE OPTION AGREEMENT

BETWEEN:

Sanofi,

a “société anonyme” having its principal office at 54, rue La Boétie, 75008 PARIS, FRANCE,

Represented by Andre Turenne, duly authorized for the purposes hereof,

Hereinafter referred to as ‘Sanofi’

AND

ExScientia,

a company registered in Scotland (SC428761), having its registered offices at 14 City, Dundee, DD1 3DF, UK and its place of business at the Dundee University Incubator, James Lindsay Place, Dundee DD1 5JJ, UK.

Represented by Andrew L. Hopkins, duly authorized for the purposes hereof,

Hereinafter referred to as ‘ExScientia’

Sanofi and ExScientia being hereinafter individually referred to as a ‘Party’ and collectively as the ‘Parties’.

PREAMBLE

Whereas, ExScientia is a life science company whose research activities are focused on developing novel informatics and experimental methods to enable new and more effective ways of conducting drug discovery. ExScientia has developed advanced design technologies such as machine learning models of chem/bio space, evolutionary design, integrated structural database and in silico polypharmacology. In particular, ExScientia has established track record in bispecific small molecule design (“ExScientia Knowledge”, as further defined below).

Whereas, Sanofi is a global healthcare company actively involved in the research, development, production and marketing of pharmaceutical products for human health.

Whereas, Sanofi wishes to apply ExScientia Knowledge to targets of interest selected by Sanofi in order to identify possible structures for Target Combinations (as defined below) and to synthesize and confirm their activity in in vitro assays (the “Research Program” as further defined below).

Whereas, ExScientia and Sanofi have decided to join their resources and efforts in order to perform the Research Program.

Whereas, ExScientia wishes to grant to Sanofi, and Sanofi wishes to receive from ExScientia, the exclusive option to acquire an exclusive license under the Research Program Results (as defined herein) to research, develop, manufacture and commercialize the Products (as defined herein).

Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

- 1/16 -

EXECUTION VERSION

Whereas, therefore, in consideration of the foregoing preliminary statement and the mutual covenants and agreements of the Parties contained in this Agreement, the Parties hereby agree as follows:

The PARTIES have therefore agreed the following:

Definitions

For the purpose of this Agreement, the capitalized terms used herein shall have the meanings set forth below:

Agreement: shall mean this Agreement, including the Exhibits attached thereto.

Affiliates: shall mean, with respect to a Party or any other Person, any Person controlling, controlled by, or under common control with, such Party or such other Person. For the purpose of this definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control with”, shall refer to (i) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or (ii) the beneficial ownership of at least fifty percent (50%) of the voting securities or other ownership interest of a Person.

Annual Net Sales: shall mean the cumulative total of all Net Sales of the relevant Product(s) in all countries in the Territory during any calendar year during the Term.

Bona-fide Research Contractors: shall mean any person or entity engaged by Sanofi or any of its Affiliates under this Agreement to perform on their behalf any of Sanofi’s or its Affiliates’ Research Program tasks.

Confidential Information: shall mean any information included in the list below:

➢

The terms of the Agreement and the content of the discussions held between the Parties in the framework of the negotiation of the Agreement;

➢

ExScientia Knowledge;

➢

Sanofi Knowledge;

➢

The Research Program;

➢

The Research Program Results;

➢

Information of any type, whether oral or written, and whatever its form and the medium used, communicated directly or indirectly by one Party to the other in the framework of the Agreement (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business);

➢

Any information which a Party might receive or discover on the occasion of its visit or visits to the offices, facilities and/or laboratories of the other Party or on the occasion of its discussions with the said other Party.

“Control” or “Controlled”: shall mean, with respect to any Know-How, Patent Rights or other intellectual property right, the possession by a Party (including its Affiliates) of the ability to grant to the other Party (including its Affiliates) access, ownership, a license and/or a sublicense as provided herein without violating the terms of any agreement or other arrangement with any Third Party as of the time such Party would first be required hereunder to grant the other Party such access, ownership, license or sublicense.

Effective Date: shall mean the date of the last signature of the Agreement.

- 2/16 -

EXECUTION VERSION

ExScientia Knowledge: shall mean the Research Program Results and all data, chemical structures, Know-How, materials, inventions, methods, procedures, manufacturing secrets, trade secrets, software (in its source code and object code versions), files, plans, diagrams, drawings, formulae, and/or any other type of information, in any form whatsoever, patentable or otherwise, and/or patented or otherwise directly related to, and/or reasonably necessary for, the performance of the Research Program which are owned or Controlled by ExScientia prior to the Effective Date and/or are developed or acquired by ExScientia in parallel to and independently from ExScientia performance under the Agreement. Subject to the foregoing, ExScientia Knowledge includes in particular:

- Machine learning probabalistic models of chem/bio space - Automated design and evolutionary design algorithms - Active learning algorithms - Integrated structural database and structure-based design programs - In silico polypharmacology.

- Track record in bispecific design for DPP4/PDE4 inhibitors for diabetes - Track record in delivering advances leads and development candidate-quality bispecific molecules.

First Commercial Sale: shall mean with respect to any Product, on a country-by country basis, the first sale for monetary value for use or consumption by the end user of such Product in such country after Regulatory Approval for such Product has been obtained in such country. Sales prior to receipt of Regulatory Approval for such Product, such as so-called “treatment IND sales,” “named patient sales,” and “compassionate use sales,” shall not be construed as a First Commercial Sale.

Governmental Authority: shall mean any federal, state, local, municipal or other governmental, regulatory, administrative, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission, authority, body or entity, or any political subdivision thereof having legal jurisdiction over the matter or Person in question.

Know-How: shall mean any and all unpatented technical and other information which is not in the public domain, comprising or relating to scientific and business information, data and materials, including all biological, chemical, pharmacological, toxicological, preclinical, clinical, analytical, and assay information, research plans, procedures, designs for experiments and tests, technology, software, instrumentation, devices, data (including marketing research, marketing and sales), regulatory filings, biological materials, constructs, compounds, inventions (patentable or otherwise, but excluding inventions covered by patent rights), practices, methods, models, knowledge, trade secrets, skill and expertise.

Licence Grant: shall have the meaning assigned to such term in Article 7.4.

Net Sales: [****]

Option: shall have the meaning assigned to such term in Article 7.3.

Option Period: shall mean the period of time during which the Option lasts. The Option Period is defined in Article 7.3 of this Agreement.

Person: shall mean any individual, firm, corporation, partnership, limited liability company, trust, business trust, joint venture company, governmental authority, association or other entity.

Phase I: shall mean that part of the Research Program to be performed by ExScientia, as further described in Exhibit A.

Phase I Results: shall mean all the Know How, patent applications and issued patents, and other intellectual property rights, including compound structures, patented or otherwise, and any associated design rational explanations that directly arise during Phase I, identified solely by ExScientia, and directly related with a specific Target Combination.

Phase II: shall mean that part of the Research Program to be performed by Sanofi as further described in Exhibit A.

Phase II Results: shall mean all the data, Know How, patent applications and issued patents, and other intellectual property rights, that directly arise during Phase II, directly related to Phase I and subsequently synthesized and assayed by Sanofi during the performance of the Phase I! on a specific Target Combination.

- 3/16 -

EXECUTION VERSION

Product: shall mean any pharmaceutical product that contains or comprises a small molecule compound that [****].

Regulatory Approval: shall mean (a) in the United States, approval by the FDA of a New Drug Application or Biologic License Application or similar application for marketing approval, and satisfaction of all related applicable FDA registration and notification requirements, if any, or (b) in any other country in the Territory, approval by Regulatory Authorities (including pricing and reimbursement approvals) having jurisdiction over such country of a single application or set of applications comparable to an New Drug Application or Biologic License Application in the U.S. and satisfaction of all related applicable regulatory and notification requirements required for the marketing and sale of pharmaceuticals in such country.

Regulatory Authorities: shall mean the FDA, and any health regulatory authority in any country in the Territory that is a counterpart to the FDA and holds responsibility for granting Regulatory Approvals for a Product in such country, and any successor(s) thereto, including, without limitation, the European Commission and the Ministry for Health, Labor and Welfare of Japan.

Research Program: shall mean Phase I and Phase II.

Research Program Results: shall mean Phase I Results and Phase II Results.

Research Program Term: shall have the meaning assigned to such term in Article 1.

Sanofi Knowledge: [****]

Steering Committee: shall mean the steering committee to serve as the overall governing body for the Research Program and all other matters related to the performance of the Research Program, as per the provisions of Article 4 of this Agreement.

Sublicensee: shall mean a Third Party to which a Party has granted sublicence rights under the Research Program Results.

Targets: [****]

Target Combination: [****]

Term: shall have the meaning assigned to such term in Article 5.

Territory: shall mean worldwide.

Third Party: shall mean any person other than the Parties or their respective Affiliates.

Article 1: Research Program

Each Party (and/or their Affiliates or Bona Fide Research Contractor) undertakes to perform its tasks under the Research Program as described in Exhibit A.

The details of the Research Program can only be modified by a written amendment to this Agreement duly signed by the Parties’ representatives in compliance with provisions of Article 16.2 below, except for any scientific modification which has no impact on the Agreement budget or duration and which can be agreed upon by the Steering Committee in compliance with the provisions of Article 4 below.

The Research Program shall commence on the Effective Date and expire upon the earlier of completion of all Research Program activities with respect to all Target Combinations and the delivery of all deliverables as described in Exhibit A (the “Research Program Term”).

- 4/16 -

EXECUTION VERSION

Article 2: Carrying out of the Research Program

2.1

Each Party (and/or their Affiliates or Bona Fide Research Contractor) undertakes to perform the Research Program in a manner commensurate with professional standards, by implementing all necessary means, and in accordance with the terms of the Agreement, the timelines for completion of each activity as further detailed in Exhibit A, and all applicable laws, rules and regulations, including the Sanofi Code of Conduct, as mentioned in Appendix B.

2.2

During the Term, each Party will (i) provide the other with copies of and/or reasonable access to any Research Program Results generated during the performance of the Research Program, that is reasonably required by or useful to such other Party for the performance of its obligations and exercise of its rights, under this Agreement (ii) keep the other Party reasonably informed with respect to the performance, progress and results of the Research Program and the activities for which it is responsible under the Research Program, including without limitation by providing regular updates at each meeting of the Steering Committee (iii) keep the other Party reasonably informed as soon as possible, of any problem or difficulty that could affect the performance of the Research Program (iv) maintain, and require Affiliates and Bona Fide Research Contractors to maintain, complete, accurate and up to date books of account and records of all acts by it in connection with the Research Program performed under this Agreement for a minimum period of [****] following the termination of this Agreement. [****] Without prejudice to the generality of the foregoing, this obligation will extend to [****]. In addition, each Party will provide the other Party with a copy of [****].

2.3

During the performance of the Research Program, each Party shall supply the other with the deliverables defined in Exhibit A in compliance with the timelines defined in said exhibit.

2.4

The Parties will set up a minimum of monthly meetings or teleconferences in order to discuss the progress of the Research Program. ExScientia shall prepare and provide Sanofi with a) a first report [****] from the start of the Research Program, and (b) a second report [****] from the start of the Research Program, as provided herein. All reports shall include [****], pursuant to the terms of Article 2.2.

The aforementioned reports will be drafted in English, signed by ExScientia Scientific Interlocutors and sent to Sanofi’s Scientific Interlocutors for acceptation.

Article 3: Scientific Interlocutors

3.1

ExScientia has designated [****] to be the scientific interlocutors with Sanofi (hereinafter the “ExScientia’s Scientific Interlocutors”).

3.2

Sanofi has designated [****] to be the scientific interlocutors with ExScientia (hereinafter the “Sanofi’s Scientific Interlocutors”).

Article 4: Monitoring of the Agreement

4.1

Under this Agreement a Steering Committee shall be created, the members of which shall be the Parties Scientific Interlocutors designated in Article 3 above and other Parties’ personnel considered as necessary by these Parties.

4.2

If, for any reason, one of the members of the Steering Committee should no longer be in a position to meet the obligations imposed on him/her under this Agreement, the Parties will keep each other mutually informed in writing and will provide the name of the new representative, who must be equivalently committed and competent.

4.3

The Steering Committee shall be created for the purpose of ensuring in particular, but not limited to, proper performance of the Research Program.

- 5/16 -

EXECUTION VERSION

4.4

The Steering Committee shall meet at least at the milestone points defined in Exhibit A. An extraordinary meeting can be called upon request of one of the Parties. At meetings of the Steering Committee, each Party will inform the other Party of any information necessary for this Agreement to run smoothly. These meetings can be held by phone, in the form of teleconferences or in person, as the Parties wish.

4.5

The role of the Steering Committee shall be:

➢

to provide general management of the Research Program and to oversee and monitor the completion of the steps set out in the Research Program,

➢

to oversee and monitor compliance with the timelines of the Research Program,

➢

to assess all measures necessary to facilitate performance of the Research Program,

➢

if necessary in light of the Research Program Results, to decide to make changes to the Research Program and/or to the Research Program Term.

➢

to manage the complete dissemination of information relating to the Research Program Results among the Parties, and to ensure that a spirit of cooperation is established and maintained between the Parties.

➢

to discuss the opportunity for Sanofi or its Affiliates to exercise the Option.

4.6

Decisions of the Steering Committee will be made unanimously by the members who are present or represented and who shall in no case be less than two representatives for each Party. In the event that any matter for which the Steering Committee has decision making authority cannot be decided unanimously, [****].

[****]

4.7

Minutes of each meeting will be drafted and sent to each Steering Committee member within [****] from said meeting. These minutes will be deemed approved if no objections are received within [****].

4.8

Any decision affecting and/or modifying the rights and obligations of the Parties under this Agreement, in particular financial, shall be set out in an amendment to the Agreement which shall be effective only if made in writing and signed by authorized representatives of both Parties in compliance with provisions of Article 16.2 below.

4.9

The Steering Committee shall automatically disband upon expiration or termination of the Research Program.

4.10

Each Party will appoint one (1) individual employee representative to act as a single point of contact between the Parties during the Term (the “Alliance Managers”). The Alliance Managers will promote effective communication between the Parties and coordination of the Parties’ activities and responsibilities according to this Agreement and manage and oversee the performance of the Agreement. Each Party may change its designated Alliance Manager from time to time upon written notice to the other Party. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager by written notice to the other Party.

Article 5: Term of the Agreement

5.1

The Agreement shall enter into force on the Effective Date and shall remain in full force and effect until terminated pursuant to the terms of Article 14.1 (the “Term”).

Article 6: Ownership and patent matters

6.1

ExScientia Knowledge and Sanofi Knowledge

6.1.1

ExScientia shall remain the sole owner of ExScientia Knowledge and Sanofi and its Affiliates shall remain the sole owner of Sanofi Knowledge.

- 6/16 -

EXECUTION VERSION

6.1.2

No licence or other right is or shall be created or granted hereunder by implication, estoppel or otherwise. All such licences and rights are or shall be granted only as expressly provided in this Agreement.

6.2

Research Program Results ownership

6.2.1

Research Program Results shall be solely owned by ExScientia.

6.2.2

Sanofi shall and hereby does [****]. For clarity, Sanofi shall [****].

6.2.3

ExScientia shall ensure that all of its employees, agents and authorized subcontractors involved in the performance of [****] agree, in writing, to assign to ExScientia, directly or indirectly, any and all intellectual property rights arising from [****].

6.3

ExScientia Knowledge and Sanofi Knowledge protection

6.3.1

Unless otherwise agreed in writing by the Parties, Sanofi shall have [****] and ExScientia shall have [****].

6.3.2

In any case where ExScientia wants [****].

6.3.3

[****]

6.3.4

If Sanofi or its Affiliates exercises the Option with respect to a Target Combination during the Option Period [****].

6.3.5

If Sanofi or its Affiliates does not exercise the Option with respect to any Target Combination during the Option Period, [****].

Article 7: Licenses granted to Sanofi

7.1

License for the carrying out of the Research Program

ExScientia hereby grants to Sanofi and its Affiliates, during the Research Program Term, a worldwide, co-exclusive (with ExScientia), sublicensable (through multiple tiers) licence under the Research Program Results to carry out the Research Program.

7.2

Research License

ExScientia hereby grants to Sanofi and its Affiliates a perpetual, irrevocable, worldwide, nonexclusive, sublicensable (through multiple tiers) licence under the Research Program Results for research purposes. For the avoidance of doubt “research purposes” does not include the clinical development or commercial exploitation of a Product.

7.3

Commercial License Option

Subject to the terms and conditions of this Agreement, ExScientia hereby grants to Sanofi and its Affiliates an exclusive option to acquire an exclusive license under the Research Program Results to research, develop, manufacture and commercialize the Products (the “Option”).

Sanofi or any of its Affiliates may exercise the Option with respect to any Target Combination, on a Target Combination by Target Combination basis, by providing written notice to ExScientia at any time prior to the date that is thirty-six (36) months after the Effective Date (the “Option Period”).

7.4

Commercial License Grant

If Sanofi or any of its Affiliates exercises the Option with respect to a Target Combination within the Option Period, then ExScientia shall and hereby does grant to Sanofi and its Affiliates, during the Term, an exclusive, worldwide licence under the Research Program Results, with the unlimited right to grant sublicenses through multiples tiers to research, develop, manufacture and commercialize Products comprising compounds that binds to and/or modulates the activity of a Target within such Target Combination in the Territory (the “License Grant”).

Sanofi’s Option with respect to a Target Combination shall expire if Sanofi or any of its Affiliates does not exercise the Option with respect to such Target Combination within the Option Period.

- 7/16 -

EXECUTION VERSION

7.5

Exclusivity

7.5.1

Prior to expiration of the Option Period, ExScientia shall not negotiate, discuss or execute any agreement with any Third Party to assign, license, grant or otherwise transfer, including by option, any rights with respect to such [****].

7.5.2

If at any time after expiration of the Option Period ExScientia wishes to execute an agreement with any Third Party to assign, license, grant or otherwise transfer, including by option, any rights with respect to any Target Combination or with respect to any Product, then ExScientia shall [****].

7.5.3

If Sanofi or any of its Affiliates does not exercise the Option with respect to any Target Combination within the Option Period, then ExScientia exclusivity commitments set forth in this Article 7.5 shall terminate with respect to such Target Combination.

Article 8: Financial terms

8.1

Research Program funding

Sanofi shall provide up to a total of [****] to fund ExScientia’s Research Program activities (the “Research Funding”). The Research Program Funding shall be paid as follows and pursuant to Article 8.3:

(a)

On or after the execution of the Agreement, [****];

(b)

On or after the date that is [****];

(c)

On or after the date that is [****];

(d)

Sanofi shall pay each such invoice within [****] of its receipt.

8.2

Commercial Licence Milestone Payments

8.2.1

In consideration of the Licence Grant granted to Sanofi and its Affiliates, Sanofi shall pay to ExScientia the following one-time only milestone payments (the “Commercial Licence Milestone Payments” consisting of Research, Development and Approval Milestone Payments and Sales Milestone Payments) upon the first occurrence of the indicated milestone event with respect to a Product, on a Product-by-Product basis:

Research, Development and Approval Milestone Payments

[****]

Sales Milestone Payments

[****], Sanofi shall pay to ExScientia a Sales Milestone Payment of [****], Thus, by way of example, if [****].

Sanofi would pay ExScientia the foregoing sales milestone payments [****].

8.2.2

In the event any Research, Development and Approval Milestone Payments are [****].

- 8/16 -

EXECUTION VERSION

8.3

Payments terms

8.3.1

Sanofi shall notify ExScientia upon achievement of the milestone events detailed in Article 8.2 and upon receipt of each such notice, ExScientia shall invoice Sanofi for the corresponding payments due hereunder.

8.3.2

All invoices provided by under this Agreement shall be paid by Sanofi, by wire transfer within [****] days after the receipt of the applicable invoice. Such invoices shall mention the Agreement date and reference, the Research Program and specify the contractual event for which payment is due, as well as payment instructions, and shall be sent by express courier service to Sanofi at the address indicated below:

SANOFI

[****]

8.3.3

In the event that ExScientia issues an incorrect invoice, Sanofi will have the right to withhold payment on the specific invoice until such time as the query is satisfactorily answered and/or rectified. If any portion of an invoice is disputed, the Parties will use reasonable efforts to reconcile the disputed amount as soon as practicable.

8.3.4

ExScientia shall provide Sanofi with reasonable assistance to enable the recovery by Sanofi, as permitted by applicable law, of withholding taxes, value added taxes, or similar obligations resulting from payments made by the latter under this Agreement.

8.4

Taxes

ExScientia shall bear any and all taxes levied on account of any payment received under this Agreement. In the event that Sanofi is required, under applicable laws, to withhold any deduction or tax from any payment due to ExScientia under this Agreement, such amount shall be deducted from the payment to be made by Sanofi, paid to the proper taxing authority, provided that Sanofi shall take reasonable and lawful actions to avoid and minimize such withholding and promptly notify ExScientia so that ExScientia may take lawful actions to avoid and minimize such withholding. If requested by ExScientia, Sanofi shall promptly furnish ExScientia with copies of any tax certificate or other documentation evidencing such withholding as necessary to satisfy the requirements of the relevant Governmental Authority related to any application by ExScientia for foreign tax credit for such payment. Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect.

Article 9: Confidentiality

9.1

Non-disclosure

9.1.1

Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, each Party shall, during the Term and for a ten (10) - year period following the Term, restrict the use, keep confidential, not use for any purpose other than the performance of this Agreement and not disclose to any Third Party any of the other Party’s Confidential Information.

9.1.2

Each Party shall disclose the other Party’s Confidential Information only to those of its employees, Affiliates, Sublicensees and Bona-fide Research Contractors participating in the performance of the Agreement and shall bind them to confidentiality obligations at least as stringent as those set forth herein.

- 9/16 -

EXECUTION VERSION

9.2

Authorized Disclosure

Notwithstanding Article 9.1, the receiving Party may disclose Confidential Information belonging to the disclosing Party only to the extent that it can be established by the receiving Party by competent proof that such information:

(a)

was, according to the receiving Party’s records, in its possession prior to the date of disclosure,

(b)

is at the time of disclosure or hereafter becomes general public knowledge through no act or omission on the part of the receiving Party,

(c)

is rightfully received by the receiving Party from a Third Party not under an obligation of confidentiality towards the disclosing Party,

(d)

has been independently developed by the receiving Party, but without reliance on Confidential Information, as can be shown by the receiving Party’s records,

(e)

is required to be disclosed as a result of applicable laws or regulations or final order of a court provided that the receiving Party promptly notifies the disclosing Party thereof.

9.3

Exclusions to Confidentiality

The restrictions contained in this Article 9 shall not apply to any Confidential Information that (i) is submitted by Sanofi to Governmental Authorities to facilitate the issuance of Regulatory Approvals for any Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by Sanofi to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (iii) is otherwise disclosed by Sanofi in connection with the development, manufacturing or commercialization of the Product hereunder (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction.

Article 10: Publications – Communication

10.1

Neither Party shall make any publication or release pertaining to the Research Program and/or Research Program Results prior to the end of the Term without the prior written consent of the other Party.

10.2

Prior to expiration of the Option Period, any presentation or publication regarding the Research Program and/or Research Program Results will be submitted to the other Party for review at least [****] in advance of any presentation or submission for publication. If requested by the aforementioned other Party, any presentation or submission for publication shall be delayed for a limited time, not to exceed [****], to allow for filing of a patent application or such other measures as said other Party deems appropriate to establish and preserve its proprietary rights. Each Party shall remove from any of its foreseen publication/communication, upon request by the other Party, any Confidential Information of said other Party.

10.3

Notwithstanding the foregoing, if Sanofi or its Affiliates exercises the Option with respect to a Target Combination in the Option Period, [****].

10.4

Each publication or release pertaining to the Research Program and/or Research Program Results by a Party shall mention contribution of the other Party unless otherwise requested by the other Party.

10.5

Subject to the provisions above, no Party shall use the name(s) of the other Party and/or of said other Party’s employees in advertising or promotional material without the prior written consent of this other Party.

- 10/16 -

EXECUTION VERSION

Article 11: Representations, warranties and covenants

11.1

Representations, warranties and covenants of both Parties

Each Party represents and warrants to the other Party that, as of the Effective Date:

(a)

Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;

(b)

Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement;

(c)

This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party.

(d)

All consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.

11.2

Additional Representations, warranties and covenants of ExScientia

ExScientia represents and warrants to Sanofi that, as of the Effective Date:

(a)

ExScientia has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement;

(b)

ExScientia has the right to grant to Sanofi all the licenses granted pursuant to this Agreement;

(c)

ExScientia has not entered into any agreement with any Third Party which is in conflict with the rights granted to Sanofi under this Agreement and the execution and performance of this Agreement by ExScientia does not and shall not violate any agreement or undertaking to which ExScientia is a party.

(d)

ExScientia shall comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Anti-Bribery Act, and any other analogous Laws existing in any other country or region in the Territory, in connection with the performance of this Agreement. ExScientia shall not make any payment, either directly or indirectly, of money or other assets to any government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute a violation of any applicable Laws.

Article 12: Indemnification and Insurance

12.1

Indemnification of ExScientia

Sanofi shall indemnify ExScientia, and its directors, officers, employees and agents (each, a “ExScientia Indemnitee”), and defend and hold each of them harmless from and against any and all losses, damages. liabilities. costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against an ExScientia Indemnitee, to the extent caused by or arising out of: (a) any breach by Sanofi of this Agreement, (b) the gross negligence or wilful misconduct on the part of Sanofi, its Sublicensees or service providers in performing any activity contemplated by this Agreement, (c) the performance of Sanofi ‘s activities under the Research Program; or (d) the development, manufacture, use, handling, storage, supply, commercialisation or other disposition of Products by Sanofi or its Sublicensees, in each case excluding any Losses to the extent ExScientia has an obligation to indemnify Sanofi pursuant to Article

- 11/16 -

EXECUTION VERSION

12.2

Indemnification of Sanofi

ExScientia shall indemnify Sanofi and its respective directors, officers, employees and agents (each, a “Sanofi Indemnitee”), and defend and hold each of them harmless from and against any and all Losses arising in connection with any Third Party Claim against a Sanofi Indemnitee, to the extent caused by or arising out of: (a) any breach by ExScientia of this Agreement; (b) the gross negligence or wilful misconduct on the part of ExScientia in performing any activity contemplated by this Agreement; (c) the performance of ExScientia’s activities under the Research Program, in each case excluding any Losses to the extent Sanofi has an obligation to indemnify ExScientia pursuant to Article 12.1.

12.3

Notice of Claim

All indemnification claims in respect of any Sanofi Indemnitee or ExScientia Indemnitee seeking indemnity under Articles 12.1 or 12.2 (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by the corresponding Party (the “Indemnified Party”). The Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Article 12.1 or 12.2, but in no event shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim.

12.4

Control of Defense

At its option, the indemnifying Party may assume the defense of any Third Party Claim subject to indemnification as provided for in Articles 12.1 or 12.2 by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint the lead legal counsel for the defense of the Third Party Claim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

12.5

LIMITATION ON DAMAGES

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES CONSTITUTING LOST PROFITS UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, [****]. THE ENTIRE LIABILITY OF EACH PARTY TO ANY OTHER PARTY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED [****].

12.6

Insurance

During the Term of this Agreement, each Party shall have and maintain such types and amounts of liability insurance; and may maintain self-insurance;_ as is normal and customary in the industry generally for similarly situated parties, and shall upon request provide the other Party with a certificate of insurance in that regard, along with any amendments and revisions thereto.

- 12/16 -

EXECUTION VERSION

Article 13: Force majeure

13.1

Neither Party shall be liable to the other for any failure to fulfil its obligations under the Agreement to the extent that such failure is attributable to “force majeure”.

13.2

As used herein, “force majeure” shall mean and include any events which the Parties could not reasonably have foreseen or controlled on the date hereof by reason of the unavoidable, unforeseeable and uncontrollable nature of such events, including, but not limited to, any decree, ruling, decision or instruction, judgment or order issued by any authority, whether enacted or otherwise promulgated, riots, insurrections or civil or foreign wars, as well as any other circumstances beyond the control of the Parties or the affected Party.

13.3

The Party suffering from the occurrence of such force majeure shall (i) promptly inform the other Party and (ii) shall make all reasonable efforts to mitigate the consequences of such force majeure and to remedy the situation as quickly as possible. Any timelines affected by such force majeure shall be extended for a period equal to that of the delay and any financial consequences shall be negotiated in good faith between the Parties. Notice of the start and stop of any such force majeure shall be provided to the other Party.

13.4

If after three (3) running months from the notice of the occurrence, the force majeure persists, each Party may terminate the Agreement by registered letter with return receipt requested and termination shall become effective forthwith.

Article 14: Termination and effects of termination

14.1

Termination

14.1.1

Either Party shall be entitled to terminate the Agreement, without prejudice to any claim for damages, if the other Party commits a material breach and fails to remedy such breach within thirty (30) days of receipt of a registered letter with return receipt requested specifying the breach. Termination shall become effective upon first presentation to the defaulting Party of a second registered letter with return receipt requested, notifying the decision of termination. Either Party shall also be entitled to terminate the Agreement in the case this Party is obliged to suspend or stop the Research Program due to any applicable law or any administrative or court decision.

14.1.2

Either Party may immediately terminate the Agreement by registered letter with return receipt requested in case of the other Party breach of Articles 12.6 (insurance) and 11.2 d) (anti-bribery), as soon as it is aware of such breach.

14.1.3

Sanofi shall have the right, exercisable in its sole discretion, to terminate this Agreement in its entirety for any reason (or for no reason) at any time by providing ExScientia with sixty (60) calendar days’ prior written notice to that effect. Any such termination shall be effective upon expiration of such sixty (60) calendar day notice period.

14.2

Effects of termination

14.2.1

If this Agreement is terminated by either Party for any reason:

(a)

all licences and rights granted by the Parties under this Agreement shall terminate;

(b)

ExScientia shall promptly, if the Agreement is terminated during the Research Program Term, deliver to Sanofi a report summarizing the Research Program Results already obtained at the effective date of termination;

(c)

Each Party shall destroy all Confidential information of the other Party provided that Sanofi shall have no obligation to destroy any Research Program Results.

- 13/16 -

EXECUTION VERSION

14.2.2

Accrued Rights, Surviving Obligations

(a)

Termination of this Agreement for any reason shall be without prejudice to any rights, which shall have accrued, to the benefit of either Party prior to such termination. Such termination shall not relieve either Party from obligations, which are expressly indicated to survive termination or expiration of this Agreement.

(b)

All of the Parties’ rights and obligations under the following articles shall survive termination: Article 6 (Ownership and patent matters), Article 7.2 (Research License), Article 9 (Confidentiality), Article 10 (Publication-Communication), Article 11 (Representations, warranties and covenants), Article 12 (Indemnification and Insurance) and Article 14 (Termination and effects of termination).

14.2.3

ExScientia Reversion Rights

[****]

Article 15: Parties personnel

15.1

Each Party warrants that it will comply with all applicable labour laws, rules and regulations. In this respect, each Party warrants that it will comply with all of its social and tax obligations as an employer.

15.2

Each Party acknowledges that its employees remain under its authority and supervision, and can in no case be considered as the other Party’s employees or benefit from any kind of advantage granted to employees of the other Party.

15.3

Each Party undertakes (i) to assign to the performance of the Research Program skilled personnel with expertise in the domains required by the Research Program (hereinafter “Participants”) in order to ensure the proper quality and timely performance of the Research Program and (ii) to take any and all reasonable and necessary measures aimed at overcoming any problem or difficulty arising out of unavailability of the Participants and likely to affect the performance of the Research Program. Should any of the Participants become unavailable, the Party to which the Participant belongs shall make reasonable efforts to maintain the continuity of the Research Program. In this respect, said Party undertakes to use reasonable endeavours to replace him/her, as soon as possible, by a person at least as skilled and experienced as such unavailable Participant. Where such replacement could not occur in a reasonable time period each Party shall be entitled to terminate the Agreement with a 2-weeks prior written notice, by registered mail with return receipt requested.

Article 16: Miscellaneous

16.1

Assignment and Sub-contracting

(a)

ExScientia shall not assign or otherwise transfer, wholly or partly, this Agreement to any Third Party without the prior written consent of Sanofi. Sanofi may assign this Agreement to an Affiliate or any Third Party by reason of any merger, acquisition, partnership or license, without the prior consent of ExScientia. Each party undertakes to sign, on the request of the other, any document necessary to the legal and administrative regularization of such a transfer.

(b)

ExScientia shall not subcontract any of the rights or obligations herein, without the prior written consent of Sanofi. It is however agreed that notwithstanding Sanofi’s consent to the subcontracting of part of the Research Program, as the case may be, ExScientia shall remain fully liable for the performance of the Research Program subcontracted and undertakes to have the agreed sub-contractors comply with the provisions of the Agreement.

(c)

Sanofi shall have, during the Term, the right to subcontract to an Affiliate or any Third Party, in whole or in part, its rights and obligations hereunder.

- 14/16 -

EXECUTION VERSION

16.2

Entire Agreement

This Agreement is the entire understanding between the Parties hereto with regard to the subject matter hereby. In the case of any contradiction between the provisions of the documents of ExScientia and Sanofi and those of this Agreement, the Parties agree that the provisions of this Agreement shall prevail. Any modification to the Agreement will be effective only if made in writing and signed by authorized representatives of both Parties.

16.3

Waiver

No waiver by either Party of a breach of any term of the Agreement by the other Party shall constitute a waiver of any other breach of the Agreement.

16.4

Severability

Should any of the provisions hereof be held to be void, invalid, illegal or unenforceable in any respect, no other provision of the Agreement shall be affected thereby, provided however that the Parties shall in such case promptly negotiate in good faith such adjustments in the Agreement as shall be necessary to make it fair and equitable to the Parties

16.5

Archival

(a)

ExScientia shall archive any and all data issued from the performance of the Research Program during a ten (10)-year period after the Term.

(b)

If, during this period, ExScientia cannot or does not wish to ensure archival of such data, ExScientia shall then notify Sanofi. Sanofi will instruct ExScientia as to either (i) the transfer of the data to another place of archival under Sanofi’s responsibility and at Sanofi costs or (ii) the destruction of the data. In no event, shall ExScientia destroy such data during this period without Sanofi’s prior written consent.

Article 17: Governing law — Dispute resolution

17.1

The Agreement’s validity, performance, termination and construction shall be governed by the Laws of England and Wales.

17.2

Any dispute between the Parties on any matter within the scope of the Steering Committee responsibilities shall be resolved in accordance with Article 4. Any other dispute between Sanofi and ExScientia in connection with or arising out of the validity, performance, construction or termination of the Agreement, including, but not limited to, in the event of plurality of defendants, summary proceedings or impleader, shall be submitted to the jurisdiction of the competent courts of London, unless amicably settled between the Parties.

[SIGNATURE PAGE FOLLOWS]

- 15/16 -

EXECUTION VERSION

IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be duly executed by their duly authorized officers in two counterparts, each of which shall be deemed to be an original, on the Effective Date.

For Sanofi

Date: 6/27/16

SVP, BD&L

For ExScientia

Date:

/s/ Andrew Hopkins

CEO, Ex Scientia Ltd.

- 16/16 -

Exhibit 10.8

EXECUTION VERSION

COLLABORATION AND LICENSE AGREEMENT

This Collaboration and License Agreement (the “Agreement”) is made and entered into as of 3 May, 2021 (the “Effective Date”) by and between Exscientia Limited, with its registered office at Level 3, Dundee One River Court, 5 West Victoria Dock Road, Dundee, United Kingdom (“Exscientia”), and Bristol-Myers Squibb Company, headquartered at 430 E. 29^th Street, 14^th Floor, New York, NY 10016 (“BMS”). Exscientia and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

Whereas, BMS is a biopharmaceutical company engaged in the research, development, manufacture and commercialization of human therapeutic products.

Whereas, Exscientia is a biopharmaceutical discovery corporation that has developed proprietary drug discovery technologies that may be applied to identify and select compounds directed to certain disease targets.

Whereas, Exscientia and BMS desire to collaborate in the performance of a Research Program for the purpose of discovery and preclinical development of Licensed Compounds suitable for development for human therapeutic uses, with the objective of identifying one or more Licensed Compounds for BMS to advance into human clinical trials, in accordance with the terms and conditions set forth in this Agreement.

Whereas, BMS will have licenses and rights and will be responsible for the clinical development and commercialization of Licensed Products worldwide, in accordance with the terms and conditions set forth in this Agreement.

Now Therefore, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows.

1. DEFINITIONS

As used in this Agreement, the terms with initial letters capitalized, whether used in the singular or plural form, shall have the meanings set forth in this Article 1 or, if not listed below, the meaning designated in places throughout this Agreement.

1.1 “Additional Targets” has the meaning set forth in Section 3.3(a).

1.2 “Affiliate” means, with respect to a particular Person, another Person that controls, is controlled by or is under common control with such Person. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

- 1 -

1.3 “Alliance Manager” has the meaning set forth in Section 2.2.

1.4 “ANDA” means an FDA Abbreviated New Drug Application.

1.5 “Animal Care Guidelines” has the meaning set forth in Section 3.10.

1.6 “Applicable Law” means any applicable federal, state, local or foreign law, statute, ordinance, principle of common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Authority.

1.7 “Background IP” means the Background Know-How and the Background Patents.

1.8 “Background Know-How” means any and all Information that is (a) Controlled by Exscientia and/or its Affiliates as of the Effective Date or during the Term; (b) is not discovered generated, created or conceived in connection with the performance of the Research Program or any other activity under this Agreement; and (c) either (i) encompasses or relates to Collaboration Targets, Target Compounds, Licensed Compounds and/or Licensed Products and/or Diagnostics for any of the foregoing or (ii) is necessary or reasonably useful for the discovery, research, development, manufacturing, use, sale, commercialization, importation, and/or exportation of one or more Target Compounds, Licensed Compounds and/or Licensed Products and/or Diagnostics for any of the foregoing, provided that Background Know-How does not include Exscientia Platform Technology, BMS Compound Know-How or Collaboration Know-How. Without limiting the foregoing, Background Know-How includes all chemical, structural, manufacturing process, biological, pharmacological, toxicological, clinical, assay and other methods of screening, structure activity relationship information or other information and all instrumentation, devices, biological materials, assays, and constructs that are (a) Controlled by Exscientia and/or its Affiliates as of the Effective Date or during the Term and (b) relate to Collaboration Targets, Target Compounds, Licensed Compounds or Licensed Products (including composition(s), formulation(s), and method(s) of use, manufacture, preparation and administration) and/or Diagnostics for any of the foregoing. Subject to and to the extent as provided in Section 17.8, the use of “Affiliate” in this definition shall exclude any Third Party that becomes an Affiliate due to such Third Party’s or such Third Party’s Affiliate’s acquisition of Exscientia in a Change of Control Transaction.

1.9 “Background Patents” means any and all Patents that are (a) Controlled by Exscientia and/or its Affiliates as of the Effective Date or during the Term; (b) do not claim any Collaboration Inventions; and (c) claim an invention that is necessary or reasonably useful for the discovery, research, Development, manufacturing, use, sale, Commercialization, importation, and/or exportation of one or more Target Compounds, Licensed Compounds and/or Licensed Products and/or Diagnostics for any of the foregoing, provided that Background Patents does not include Exscientia Platform Patents or BMS Compound Patents.

1.10 “Bankrupt Party” has the meaning set forth in Section 17.3(a).

1.11 “Base Royalty Rate” has the meaning set forth in Section 8.5(b).

1.12 “Biosimilar Product” means, on a country-by-country basis, with respect to a Licensed Product, any product that (a) has received all Regulatory Approvals in such country to market and sell such product as a pharmaceutical product; (b) is marketed or sold by a Third Party that has not obtained the rights to market or sell such product as a licensee, sublicensee or distributor of BMS or any of its Affiliates, licensees or sublicensees with respect to such product; and (c) is approved (i) as a “biosimilar” or “interchangeable” (in the United States) of such Licensed Product, (ii) as a “similar biological medicinal product” (in the EU) with respect to which such Licensed Product is the “reference medicinal product” or (iii) if not the US or EU, as the foreign equivalent of a “biosimilar,” “interchangeable,” or “similar biological medicinal product” of such Licensed Product. Biosimilar Products do not include any Licensed Products licensed, marketed, sold, manufactured, or produced by BMS, its Affiliates or Sublicensees.

- 2 -

1.13 “BMS Claims” has the meaning set forth in Section 15.1.

1.14 “BMS Collaboration Invention” means a Collaboration Invention that is invented solely by BMS and/or its employees, agents, consultants and/or contractors, with inventorship determined in accordance with U.S. patent law.

1.15 “BMS Collaboration IP” means the BMS Collaboration Know-How and the BMS Collaboration Patents.

1.16 “BMS Collaboration Know-How” means Collaboration Know-How that is discovered, generated, created or conceived solely by BMS and/or its employees, agents, consultants and/or contractors.

1.17 “BMS Collaboration Patents” means Collaboration Patents that claim a BMS Collaboration Invention.

1.18 “BMS Compound” means (a) any Compound that is provided by or on behalf of BMS to Exscientia for use in the Research Program, and (b) any Compound that is discovered, generated, created or conceived by Exscientia that is a derivative, fragment, modification, analog, homolog, salt, free acid/base, clathrate, chelate, conformer, congener, solvate, anhydride, hemi-hydrate, hydrate, ester, isomer, enantiomer, racemate, non-crystalline form, crystalline form, polymorphic form, prodrug, metabolite, isotopic or radiolabeled equivalent, conjugate, complex, or mixture of any Compound falling within the scope of clause (a).

1.19 “BMS Compound IP” means the BMS Compound Know-How and the BMS Compound Patents.

1.20 “BMS Compound Know-How” means Information that is Controlled by BMS or any of its Affiliates as of the Effective Date or during the Term that relates specifically to the BMS Compounds.

1.21 “BMS Compound Patents” means any and all Patents that are Controlled by BMS or any of its Affiliates as of the Effective Date or during the Term that Cover one or more BMS Compounds.

1.22 “BMS Indemnitees” has the meaning set forth in Section 15.1.

1.23 “BMS Licensed IP” means the BMS Collaboration Know-How, the BMS Collaboration Patents and BMS’ and its Affiliates’ rights in the Joint Collaboration Know-How and the Joint Collaboration Patents and the BMS Materials (excluding, for the avoidance of doubt, any BMS Compound IP).

1.24 “BMS Materials” means any tangible materials and reagents (including without limitation, cell lines and Compounds) provided by or on behalf of BMS to Exscientia for use in the Research Program.

1.25 “BMS Provided IP” has the meaning set forth in Section 7.3(b).

1.26 “Business Day” means a day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York or London, England are required by Applicable Law to remain closed.

1.27 “Calendar Quarter” means the respective periods of three consecutive calendar months ending on March 31, June 30, September 30 and December 31.

1.28 “Calendar Year” means the one (1) year period beginning on January 1 and ending on December 31.

- 3 -

1.29 “Change of Control Transaction” means, with respect to a Party:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Specified Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of fifty percent (50%) or more of either (i) the then outstanding shares of common stock of such Party (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of such Party entitled to vote generally in the election of directors of such Party (the “Outstanding Voting Securities”); provided, however, that for the purposes of this sub-Section (a), the following acquisitions of securities of such Party shall not constitute a Change of Control Transaction of such Party: (x) any acquisition by such Party, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by such Party or any corporation controlled by such Party or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (a) of this definition;

(b) the consummation of any acquisition, merger or consolidation involving any Third Party (a “Business Combination Transaction”), unless immediately following such Business Combination Transaction, (i) the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination Transaction beneficially own, directly or indirectly, fifty percent (50%) or more of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination Transaction (including a corporation which as a result of such transaction owns the then-outstanding securities of such Party or all or substantially all of such Party’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be and (ii) fifty percent (50%) or more of the members of the board of directors of the corporation resulting from such Business Combination Transaction were members of the Board of Directors of such Party at the time of the execution of the initial agreement, or of the action of the Board of Directors of such Party, providing for such Business Combination Transaction; or

(c) a Party or any of its Affiliates sells or transfers to any Specified Person(s) (other than the other Party or its Affiliates) in one or more related transactions properties or assets representing all or substantially all of such Party’s business or assets at the time of such sale or transfer.

1.30 “Claim” has the meaning set forth in Section 15.3.

1.31 “Clinical Trial” means any human clinical trial of a Licensed Compound or Licensed Product.

1.32 “Collaboration Inventions” means inventions that are invented in the performance of the Research Program or any other activity under this Agreement, either (a) solely by one Party and/or any of its employees, agents, consultants and/or contractors, or (b) jointly by Exscientia and BMS and/or any of their respective employees, agents, consultants and/or contractors, with inventorship determined in accordance with U.S. patent law.

1.33 “Collaboration IP” means the Collaboration Know-How and the Collaboration Patents.

1.34 “Collaboration Know-How” means all Information that is discovered, generated, created or conceived in the performance of the Research Program or any other activity under this Agreement, either (a) solely by one Party and/or any of its employees, agents, consultants and/or contractors, or (b) jointly by Exscientia and BMS and/or any of their respective employees, agents, consultants and/or contractors.

1.35 “Collaboration Patents” means Patents that claim any Collaboration Inventions.

1.36 “Collaboration Targets” means the Initial Collaboration Targets, the Additional Targets, any Replacement Target and any Variant of any of the foregoing.

- 4 -

1.37 “Combination Product” means a Licensed Product that includes at least one additional active pharmaceutical ingredient (whether coformulated or copackaged) that is not a Licensed Compound, and other than a device. Pharmaceutical dosage form vehicles, buffers, diluents, adjuvants, excipients and similar inert materials shall not be deemed to be “active ingredients”, except in the case where such vehicle, buffer, diluent, adjuvant, excipient or similar inert material is recognized by the FDA as an active ingredient in accordance with 21 CFR 210.3(b)(7).

1.38 “Commercialization” means any and all activities directed to the commercialization of a product (which may include related Diagnostics, if applicable), including commercial manufacturing and commercial supply of a product, marketing, detailing, promotion, market research, distributing, order processing, handling returns and recalls, booking sales, customer service, administering and commercially selling such product, importing, exporting and transporting such product for commercial sale, and seeking of pricing and reimbursement of a product (if applicable), whether before or after Regulatory Approval has been obtained (including making, having made, using, importing, selling and offering for sale such product (or related Diagnostic, if applicable)), as well all regulatory compliance with respect to the foregoing. Commercialization shall include commercial activities conducted in preparation for the launch of a Licensed Product. “Commercialize”, “Commercialized” and “Commercializing” shall have their correlative meanings.

1.39 “Commercialization Wind-Down Period” has the meaning set forth in Section 13.7(e).

1.40 “Committee” has the meaning set forth in Section 2.1(d).

1.41 “Compound” means any nucleic acid, antibody, biologic, chemical compound, small molecule or other molecule.

1.42 “Confidential Information” means, with respect to a Party, and subject to Section 12.1, all non-public Information of such Party that is disclosed to the other Party under this Agreement, which may include specifications, know-how, trade secrets, technical information, models, business information, inventions, discoveries, methods, procedures, formulae, protocols, techniques, data, and unpublished patent applications, whether disclosed in oral, written, graphic, or electronic form.

1.43 “Control” or “Controlled” means, with respect to any material, Information or Intellectual Property Right, that a Party and/or its Affiliates owns or has a license or sublicense to such material, Information or Intellectual Property Right and has the ability to provide, grant a license or sublicense to, or assign its right, title and interest in and to, such material, Information or Intellectual Property Right as provided for in this Agreement without violating the terms of any agreement or other arrangement with, or obligation to, any third party in existence as of the time such Party and/or any Affiliate(s) of such Party would first be required to provide, license, sublicense or assign to the other Party such material, Information or Intellectual Property Right.

1.44 “Cover”, “Covered” or “Covering” means, with respect to (a) a claim of a Patent and (b) a Compound or product, that the research, development, making, having made, using, offering for sale, selling, having sold, commercializing, importing, and/or exporting of such Compound or product would infringe a Valid Claim of such Patent as issued, or in the case of a patent application, evaluating the Valid Claims thereof for infringement as though they were issued as of the date of such evaluation, in the absence of a license under or ownership of such Patent. For the avoidance of doubt a claim of a Patent that claims a Compound or product as a composition of matter, any formulation of such Compound or product, any process of making such Compound or product, any method of using such Compound or product or any administration of such Compound or product, is a claim that Covers such Compound or product.

1.45 “Data Package Disclosure” has the meaning set forth in Section 14.3(a).

1.46 “Defend and/or Enforce” or “Defense and/or Enforcement” means, with respect to a Patent, any and all activities related to defending and/or enforcing a Patent in any action or proceeding by or against a Third Party. For clarity, Defense and/or Enforcement includes, for example, filing a complaint or counterclaim, providing any response to a complaint or counterclaim, and controlling activities in any infringement action or declaratory judgment action relating to infringement, validity, and/or enforceability of a Patent, providing any response to and controlling activities in any inter partes reexamination, inter partes review, opposition, or other inter partes proceeding, and controlling activities in any related appeals. Defense and/or Enforcement also includes all activities delegated to the reference product sponsor under 42 U.S.C. § 262(l) or analogous provision and all analogous activities in all jurisdictions.

- 5 -

1.47 “Development” means any and all (a) research activities (including drug discovery, identification or synthesis) with respect to a product (which may include related Diagnostics, if applicable), or (b) preclinical and clinical development activities, and other development activities, with respect to a compound or product (which may include related Diagnostics, if applicable), including test method development and stability testing, toxicology, formulation, process development, qualification and validation, manufacture scale-up, development-stage manufacturing, quality assurance/quality control, clinical trials, statistical analysis and report writing, the preparation and submission of INDs and MAAs, regulatory affairs with respect to the foregoing and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority or as a condition or in support of obtaining, maintaining and/or expanding a Regulatory Approval. For clarity, Development shall include any Phase 4 Clinical Trials, for example, studies that are required or requested in writing by a Regulatory Authority as a condition of, or in connection with, obtaining or maintaining Regulatory Approval (whether the trial is commenced prior to or after receipt of such Regulatory Approval). “Develop”, “Developed” and “Developing” shall have their correlative meanings.

1.48 “Development Candidate” means, for a given Collaboration Target, each Licensed Compound that the JSC determines has achieved the Development Candidate Criteria for such Collaboration Target.

1.49 “Development Candidate Criteria” means with respect to a Licensed Compound, the criteria agreed to by the JSC that demonstrate that such Licensed Compound is ready to advance to IND-enabling, GLP Toxicology Studies, and such criteria shall include the minimum criteria set forth on Exhibit C.

1.50 “Development Candidate Data Package” means a written data package that is submitted to the JSC by Exscientia as support that a Licensed Compound has met the applicable Development Candidate Criteria and that contains all the items and materials set forth in Exhibit L.

1.51 “Diagnostic” means a product, which can comprise reagents, instruments, and systems, intended for use in disease identification, prognosis, disease monitoring, monitoring for dosage adjustments or treatment selection/prediction, including a determination of the state of health, in order to cure, mitigate, treat or prevent disease or sequelae. Without limiting the foregoing, Diagnostics shall include “Companion Diagnostics” and “Complementary Diagnostics” for a pharmaceutical product as defined in FDA’s “Guidance for Industry and Food and Drug Administration Staff - In Vitro Companion Diagnostic Devices”.

1.52 “Diligent Efforts” means, with respect to BMS’ obligations or tasks under this Agreement to Develop or Commercialize a Product, the carrying out of such obligations or tasks with a level of effort and resources consistent with the commercially reasonable practices devoted by BMS for the research, development, manufacture or commercialization of a pharmaceutical Licensed Product owned by it (or to which it has exclusive rights) at a similar stage of development or commercialization and of similar market potential, profit potential and strategic value, based on conditions then prevailing. Such efforts may take into account, without limitation, issues of safety and efficacy, regulatory authority-approved labeling, Licensed Product profile, the competitiveness of alternative products in the marketplace, pricing/reimbursement for the Licensed Product in a country relative to other markets, the likely timing of the product’s entry into the market, the patent and other proprietary position, the likelihood of regulatory approval and other relevant scientific, technical and commercial factors. “Diligent Efforts” means, with respect to Exscientia’s obligations or tasks under this Agreement (including its obligations with respect to the conduct of the Research Program), the carrying out of such obligations or tasks with a level of effort and resources consistent with the level of efforts and resources typically used by other development-stage biotechnology companies that are engaged in the discovery, research and validation of Targets and the discovery and Development of Compounds or products as therapeutics in the exercise of commercially reasonable business practices for a similar obligation or task.

1.53 “Disclosing Party” has the meaning set forth in Section 12.1.

1.54 “Dollar” or “$” means the lawful currency of the United States.

1.55 “Drug Delivery Device” means a drug delivery device for the administration of the Product.

1.56 “Effective Date” has the meaning set forth in the preamble.

1.57 “EMA” means the European Medicines Agency and any successor agency thereto.

- 6 -

1.58 “EMA Approval” means either (a) receipt of Regulatory Approval by the EMA of an MAA filed with the EMA for the applicable Licensed Product under the centralized EMA filing procedure, or (b) if the centralized EMA filing procedure is not used, receipt of Regulatory Approval for the applicable Licensed Product in three (3) of the Major European Countries and, where applicable, receipt of pricing and reimbursement approvals, for the applicable Licensed Product.

1.59 “EU” means the economic, scientific, and political organization of member states known as the European Union, as its membership may be altered from time to time, and any successor thereto. For clarity, the United Kingdom shall be considered part of the EU in all situations for all purposes for the entire term of this Agreement.

1.60 “Ex-US Product Specific Patents” means those Product Specific Patents that are not Joint Collaboration Patents and that are issued or pending in any country or region other than the U.S.

1.61 “Excluded Target” means any Target that is designated by Exscientia in writing as being an Excluded Target in accordance with Section 3.3 based on such Target being, at the time of such designation, (a) subject to Third Party rights or obligations to Third Parties under an agreement between Exscientia or its Affiliates and a Third Party with respect to such Target, or (b) subject to an active bona fide internal research and development program of Exscientia or its Affiliates directed against such Target.

1.62 “Executive Officers” means (a) with respect to Exscientia, Exscientia’s Chief Executive Officer and (b) with respect to BMS, any senior executive who reports directly to BMS’ Executive Vice President, Research and Early Development or Executive Vice President, Chief Medical Officer (or the officer or employee of BMS then serving in a substantially equivalent capacity) or his or her designee.

1.63 “Expert” means a mutually acceptable, independent, disinterested, conflict-of-interest-free individual not affiliated with either Party or its Affiliates who, with respect to a dispute concerning a financial, commercial, scientific or regulatory matter, possesses appropriate expertise to resolve such dispute. The Expert (or any of the Expert’s former employers) shall not be or have been at any time an Affiliate, employee, consultant (during the previous five (5) years), officer or director of either Party or any of its Affiliates.

1.64 “Exscientia Claims” has the meaning set forth in Section 15.2.

1.65 “Exscientia Collaboration IP” means the Exscientia Collaboration Know-How and the Exscientia Collaboration Patents.

1.66 “Exscientia Collaboration Know-How” means Collaboration Know-How that is discovered, generated, created or conceived solely by Exscientia and/or its employees, agents, consultants and/or contractors.

1.67 “Exscientia Collaboration Invention” means a Collaboration Invention that is invented solely by Exscientia and/or its employees, agents, consultants and/or contractors, with inventorship determined by U.S. patent law.

1.68 “Exscientia Collaboration Patents” means Collaboration Patents that claim any Exscientia Collaboration Invention.

1.69 “Exscientia Indemnitees” has the meaning set forth in Section 15.2.

1.70 “Exscientia Materials” means all tangible materials in the possession or Control of Exscientia and/or its Affiliate(s) as of the Effective Date or during the Research Term that are necessary or reasonably useful for the Development, manufacture and/or Commercialization of Licensed Compounds and/or Licensed Products, excluding any tangible materials included in the Exscientia Platform Technology or the Exscientia Platform IP. For the avoidance of doubt, Exscientia Materials exclude Licensed Compounds.

- 7 -

1.71 “Exscientia Licensed IP” means the Exscientia Licensed Know-How and the Exscientia Licensed Patents. For clarity, Exscientia Licensed IP does not include any Exscientia Platform IP.

1.72 “Exscientia Licensed Know-How” means the Background Know-How, the Exscientia Collaboration Know-How, Exscientia’s and its Affiliates’ rights in the Joint Collaboration Know-How and the Exscientia Materials. For clarity, Exscientia Licensed Know-How does not include any Exscientia Platform IP.

1.73 “Exscientia Licensed Patents” means the Background Patents, the Exscientia Collaboration Patents and Exscientia’s and its Affiliates’ rights in the Joint Collaboration Patents. For clarity, Exscientia Licensed Patents does not include any Exscientia Platform Patents. As of the Effective Date, the Exscientia Licensed Patents include those listed in Exhibit A, which shall be updated from time to time by Exscientia.

1.74 “Exscientia Platform IP” means any and all Intellectual Property Rights subsisting in the Exscientia Platform Technology.

1.75 “Exscientia Platform Technology” means: (a) the proprietary coding, software, mathematical or probabilistic models that predict the likelihood of compounds being active against a specified biological target or having a particular ADMET parameter, automated design algorithms, evolutionary design algorithms, active learning algorithms, an integrated structural database, and structure-based design programs, in each case which are Controlled by Exscientia (and/or its Affiliates) as of the Effective Date or otherwise during the Term and which comprise Exscientia’s artificial intelligence-based drug discovery platform; and (b) any enhancement, refinement, modification or improvement to any technology falling within the scope of (a) (“Exscientia Platform Technology Improvement”) regardless of whether the creator of that Exscientia Platform Technology Improvement is an employee, agent, consultant and/or contractor of Exscientia or BMS; provided, however, where the creator is an employee, agent, consultant and/or contractor of BMS such Exscientia Platform Technology Improvement must have been created by such employee, agent, consultant and/or contractor in the course of the performance of the Research Program or any other activity under this Agreement or must have been created by such employee, agent, consultant and/or contractor utilizing Confidential Information of Exscientia relating to any technology falling within the scope of clause (a) above disclosed to BMS under this Agreement.

1.76 “Exscientia PTR Patent” has the meaning set forth in Section 9.3(f).

1.77 “FD&C Act” or “Act” means the United States Federal Food, Drug and Cosmetic Act, as amended.

1.78 “FDA” means the United States Food and Drug Administration and any successor agency thereto.

1.79 “Field” means all indications and uses, including the diagnosis, prevention, palliation, control and/or treatment of any disease, disorder or condition, and all diagnostic uses.

1.80 “First Commercial Sale” means, with respect to a Licensed Product and country, the first sale to a to a non-Related Party of such Licensed Product in such country after Regulatory Approval has been obtained in such country.

1.81 “GAAP” means generally accepted accounting principles of the U.S., consistently applied.

1.82 “Generic Product” means, with respect to a particular Licensed Product in a country, a pharmaceutical product that (a) contains the same or substantially the same active ingredient(s) as such Licensed Product, (b) is approved for use in such country by the applicable Regulatory Authority, whether approved under an NDA, an ANDA, an application under Section 505(b)(2) of the FD&C Act, or any equivalent thereof, or otherwise by a Regulatory Authority and (c) is sold in the same country as such Licensed Product by any Third Party that is not BMS, its Affiliates, or their Sublicensees and that did not purchase such product in a chain of distribution that included BMS or any of its Affiliates or their Sublicensees. For purposes of this Agreement, Biosimilar Products are Generic Products.

1.83 “GLP” means the current good laboratory practice regulations set forth at 21 CFR Part 58, as amended from time to time, and other FDA regulations and guidelines issued under 21 CFR 10.90 otherwise relating to the conduct of laboratory studies for drug products regulated by the FDA (and equivalent standards of good laboratory practice, respectively, in a jurisdiction other than the United States.)

- 8 -

1.84 “GLP Toxicology Study” means a pre-clinical toxicology study of a Compound that is conducted under GLP and that meets guidelines needed to file MAAs with all Regulatory Authorities where the Compound is intended to be Developed.

1.85 “GMP” means current Good Manufacturing Practices as specified in the United States Code of Federal Regulations, MHLW regulations, ICH Guideline Q7A, or equivalent laws, rules, or regulations of an applicable Regulatory Authority at the time of manufacture.

1.86 “Governmental Authority” means any multi-national, federal, state, local, municipal or other government authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, court, tribunal or other entity).

1.87 “ICC” has the meaning set forth in Section 16.2(a).

1.88 “ICH” means International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human Use.

1.89 “IND” means (a) an Investigational New Drug Application as defined in the FD&C Act and applicable regulations promulgated thereunder by the FDA, or (b) the equivalent application to the applicable Regulatory Authority in any other regulatory jurisdiction, the filing of which is necessary to initiate or conduct clinical testing of a pharmaceutical Licensed Product in humans in such jurisdiction.

1.90 “Indemnified Party” has the meaning set forth in Section 15.3.

1.91 “Indemnifying Party” has the meaning set forth in Section 15.3.

1.92 “Information” means all (a) know-how, information, business objectives, techniques, ideas, technology, practices, trade secrets, inventions (whether patentable or not), methods (including methods of use or administration or dosing), discoveries, improvements, developments, knowledge, works of authorship, experience, data, contents of laboratory notebooks, results and computer records (including pharmacological, toxicological and clinical test data and results), compositions of matter, chemical structures and formulations, sequences, plans, designs, processes, protocols, formulations, formulae, techniques, research data, reports, documents, specifications, standard operating procedures, batch records, manufacturing data, analytical and quality control data, analytical methods (including applicable reference standards), assays and research tools, full batch documentation, packaging records, results or descriptions, in each case, whether patentable or not and (b) tangible manifestations thereof. As used in this Agreement, “clinical test data” shall include all information related to clinical or non-clinical testing, including patient report forms, investigators’ reports, biostatistical, pharmaco-economic and other related analyses, regulatory filings and communications, and the like.

1.93 “Initial Collaboration Targets” means [****] and [****].

1.94 “Insolvency Event” has the meaning set forth in Section 13.5.

1.95 “Intellectual Property Rights” means (a) Information, copyrights, Patents, database rights and rights in trade marks, and designs in each case whether registered or unregistered, (b) applications for registration, and the right to apply for registration, for any of these rights, and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

1.96 “JNDA” means a new drug application filed with the MHLW required for marketing approval for the applicable Licensed Product in Japan.

1.97 “JNDA Approval” shall be achieved upon receiving Regulatory Approval of a JNDA by the MHLW and, where applicable, receipt of pricing and reimbursement approvals, for the applicable Licensed Product in Japan.

1.98 “Joint Collaboration Invention” means any and all inventions that are invented jointly by or on behalf of both Parties and/or their respective Affiliates in connection with the Research Program or any other activity under this Agreement, with inventorship determined in accordance with U.S. patent laws.

- 9 -

1.99 “Joint Collaboration Know-How” means Collaboration Know-How that is discovered, generated, created or conceived jointly by Exscientia and BMS and/or their respective employees, agents, consultants and/or contractors.

1.100 “Joint Collaboration Patent” means a Collaboration Patent that claims a Joint Collaboration Invention.

1.101 “Joint Steering Committee” or “JSC” means the committee formed by the Parties as described in Section 2.1(a).

1.102 “Lead Optimization Criteria” means, with respect to a Licensed Compound, the criteria set forth in the Research Plan, which criteria may be further refined for each Collaboration Target by the JSC.

1.103 “Lead Optimization Data Package” means a written data package that is submitted to the JSC by Exscientia as support that a Licensed Compound has met the applicable Lead Optimization Criteria and that contains all the items and materials set forth in Exhibit K.

1.104 “Licensed Compound” means (1) any Compound Controlled by Exscientia or any of its Affiliates as of the Effective Date or during the Term that (a) is a Target Compound (excluding the BMS Compounds); (b) is claimed as a composition of matter in a Patent Covering a Target Compound, regardless of whether such Compound itself is a Target Compound, including all Compounds in a Markush group that includes a Target Compound; (c) a derivative, fragment or modification of any Compound falling within the scope of clause (a) or (b); (d) an analog or homolog of any Compound falling within clause (a), (b) or (c); (e) a salt, free acid/base, clathrate, chelate, conformer, congener, solvate, anhydride, hemi-hydrate, hydrate, ester, isomer, enantiomer, racemate, non-crystalline form, crystalline form or polymorphic form of any Compound falling within the scope of clause (a), (b), (c) or ; (d); or (f) a prodrug, metabolite, isotopic or radiolabeled equivalent, conjugate, complex, or mixture of any Compound falling within the scope of clause (a), (b), (c), ; (d) or (e) and (2) any BMS Compound.

1.105 “Licensed Compound Data Package” means all data, results, and information related to testing and studies of the Licensed Compounds (including analytical test results and non-clinical pharmacology and safety data) in the possession of Exscientia to the extent such data, results and/or information are necessary or reasonably useful for the conduct of the Research Program and/or the continued Development and Commercialization of Licensed Products.

1.106 “Licensed Product” means any pharmaceutical product containing a Licensed Compound as an active ingredient (alone or with other active ingredients), in all forms, presentations, formulations, methods of administration and dosage forms.

1.107 “Liens” means any lien, pledge, encumbrance, mortgage, security interest, purchase option, call or similar right, conditional and installment sale agreements, charges or claims of any kind (excluding any license or other rights granted to Third Parties under any of the Exscientia Licensed IP that do not conflict with or otherwise limit the rights granted to BMS under this Agreement).

1.108 “MAA” means an application for Regulatory Approval for a Licensed Product in a country or region of the Territory. MAAs include NDAs and JNDAs.

1.109 “MAA Approval” means receipt of Regulatory Approval by the applicable Regulatory Authority for a Licensed Product and, where applicable, receipt of pricing and reimbursement approvals, for the applicable Licensed Product.

1.110 “Major European Countries” means France, Germany, Italy, Spain and the United Kingdom.

1.111 “Major Market” means the United States, the Major European Countries and Japan.

1.112 “MCOs” means pharmacies, managed health care organizations, group purchasing organizations, large employers, long-term care organizations, formularies, insurers, government agencies and programs (e.g., Medicare and the VHA and other federal, state and local agencies), or similar organizations.

- 10 -

1.113 “MHLW” means the Japanese Ministry of Health, Labour and Welfare, and any successor agency thereto.

1.114 “NDA” means a New Drug Application (or for purposes of this Agreement, a Biologics License Application, if applicable), for which Regulatory Approval by the FDA is required to market a Licensed Product in the U.S.

1.115 “NDA Approval” shall be achieved upon receiving Regulatory Approval of a NDA by the FDA for the applicable Licensed Product in the U.S.

1.116 “Net Sales” means the gross amount invoiced in arms-length transactions by a Related Party(ies) from or on account of the sale of Licensed Products less the sum of the following:

(a) credits or allowances, if any, for price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold (including Licensed Product returned in connection with recalls or withdrawals) and amounts written off by reason of uncollectible debt (provided that such amount (i) shall not exceed three percent (3%) of gross sales of Licensed Products, and (ii) if the debt is later paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid);

(b) import taxes, export taxes, excise taxes (including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48)), sales taxes, value-added taxes, consumption taxes, duties or other taxes levied on, absorbed determined and/or imposed with respect to such sales (excluding income or net profit taxes or franchise taxes of any kind), to the extent not reimbursed by a non-Related Party;

(c) insurance, customs charges, freight, shipping and other transportation costs incurred in shipping Licensed Product to such non-Related Parties, to the extent not reimbursed by a non-Related Party;

(d) discounts (including trade, quantity and cash discounts), cash and non-cash coupons, retroactive price reductions, and charge-back payments and rebates granted to any non-Related Party (including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and MCOs (and other similar entities and institutions));

(e) rebates (or their equivalent), administrative fees, chargebacks and retroactive price adjustments and any other similar allowances granted to non-Related Parties (including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and MCOs (and other similar entities and institutions)) which effectively reduce the selling price or gross sales of a Licensed Product;

(f) in the case where a Drug Delivery Device is sold with or for use with Product, either (i) in the case where a Licensed Product is sold with the Drug Delivery Device (i.e., not separately), 150% of the manufacturing cost for such Drug Delivery Device sold with such Licensed Product or (ii) if such Drug Delivery Device is sold separately from the Licensed Product by a Related Party, the gross invoice price of such Drug Delivery Device; and

(g) in the case where a Drug Delivery Device is sold with or for use with Product, the royalties actually paid to Third Parties in connection with such sale of such Drug Delivery Device with or for use with such Licensed Product (including royalties payable on sales of Product).

- 11 -

No deduction shall be made for any item of cost incurred by any Related Party in Developing or Commercializing Licensed Products except as permitted pursuant to clauses (a) to (f) of the foregoing sentence; provided that, Licensed Products transferred to non-Related Parties in connection with clinical and non-clinical research and trials, Licensed Product samples, compassionate sales or use, or an indigent program or similar bona fide arrangements in which a Related Party agrees to forego a normal profit margin for good faith business reasons shall give rise to Net Sales only to the extent that any Related Party invoices or receives amounts therefor.

Such amounts shall be determined from the books and records of the Related Party.

It is understood that any accruals for individual items reflected in Net Sales are periodically (at least Quarterly) trued up and adjusted by each Related Party consistent with its customary practices and in accordance with GAAP.

Sale or transfer of Licensed Products between any of the Related Parties shall not result in any Net Sales, with Net Sales to be based only on any subsequent sales or dispositions to a non-Related Party, unless such Related Party is an end-user of such Product. To the extent that any Related Party receives consideration other than or in addition to cash upon the sale or disposition of a Licensed Product to a non-Related Party, Net Sales shall include the fair market value of such additional consideration for such sale or disposition of Licensed Products. For clarity, (i) Net Sales shall not include amounts or other consideration received by a Related Party from a non-Related Party in consideration of the grant of a (sub)license or co-promotion or distribution right to such non-Related Party, (ii) sales to a Third Party wholesaler or similar distributor, group purchasing organization, pharmacy benefit manager, or retail chain customer shall be considered sales to a non-Related Party and not to a Sublicensee; and (iii) Net Sales by a Related Party to a non-Related Party consignee are not recognized as Net Sales by such Related Party until the non-Related Party consignee sells the Product.

Net Sales of any Combination Product for the purpose of calculating milestones or royalties due under this Agreement shall be determined on a country-by-country basis for a given accounting period as follows: first, the Related Party(ies) shall determine the actual Net Sales of such Combination Product (using the above provisions), and then: such Net Sales amount for the Combination Product shall be multiplied by the fraction A/(A+B), where A is the net selling price in such country of a Licensed Product containing only the applicable Licensed Compound, if sold separately for the same dosage as contained in the Combination Product, and B is the net selling price in such country of any other active pharmaceutical ingredients in the combination if sold separately for the same dosage as contained in the Combination Product. All net selling prices of the elements of such end-user Licensed Product or service shall be calculated as the average net selling price of the said elements during the applicable accounting period for which the Net Sales are being calculated. In the event that, in any country, no separate sale of either such above-designated Licensed Product (containing only the applicable Licensed Compound and no other active ingredients) or any one or more of the active ingredients included in such Licensed Product are made during the accounting period in which the sale was made or if net selling price for an active ingredient cannot be determined for an accounting period, Net Sales allocable to the Licensed Product in each such country shall be determined by mutual agreement reached in good faith by the Parties prior to the end of the accounting period in question based on an equitable method of determining the same that takes into account, on a country-by-country basis, all relevant factors (including variations in potency, the relative contribution of each active ingredient in the combination, and relative value to the end user of each active ingredient).

- 12 -

1.117 “Patent” means (a) all patents and patent applications, including provisional patent applications; (b) all patent applications filed from or claiming priority to such patents or patent applications, including divisionals, continuations, continuations-in-part, converted provisionals, and continued prosecution applications, (c) all patent applications claiming priority to the same application as the foregoing patents and patent applications in (a) or (b); (d) all patents that have issued or in the future issue from the foregoing patent applications in (a), (b) and (c), including utility models, petty patents and design patents and certificates of invention; (e) all extensions or restorations by existing or future extension or restoration mechanisms, including adjustments, revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications in (a), (b) (c) and (d); and (f) any similar rights, including so-called pipeline protection, or any importation, revalidation, confirmation or introduction patent or registration patent or patents of addition to any of such foregoing patent applications and patents.

1.118 “Patent Contact” has the meaning set forth in Section 2.3.

1.119 “Person” means any individual, firm, corporation, partnership, limited liability company, trust, business trust, joint venture company, governmental authority, association or other entity.

1.120 “Phase 1 Clinical Trial” means a Clinical Trial of a Licensed Product, the principal purpose of which is to evaluate the safety, tolerability, pharmacokinetics and pharmacodynamics of such Licensed Product for a particular indication or indications and identifying a recommended dose and regimen for future studies as described in 21 C.F.R. 312.21(a), as amended from time to time, or a similar clinical study prescribed by the relevant Regulatory Authorities or Applicable Law in a country other than the U.S.

1.121 “Phase 2 Clinical Trial” means (a) a Phase 2a Clinical Trial or (b) a controlled Clinical Trial of a Licensed Product, the principal purpose of which is to evaluate the effectiveness of such Licensed Product for a particular indication or indications in patients with the disease or condition under study and to determine the common short-term side effects and risks associated with such Licensed Product, as described in 21 C.F.R. § 312.21(b), as amended from time to time, or a similar clinical study prescribed by the relevant Regulatory Authorities or Applicable Law in a country other than the U.S.

1.122 “Phase 2a Clinical Trial” means a Clinical Trial of a Licensed Product that utilizes the pharmacokinetic and pharmacodynamic information obtained from one or more previously conducted Phase 1 Clinical Trial(s) and/or other Phase 2a Clinical Trial(s) in order to confirm the optimal manner of use of such Licensed Product (dose and dose regimens) and to better determine safety and efficacy.

1.123 “Phase 3 Clinical Trial” means a Clinical Trial of a Licensed Product on sufficient numbers of patients with the disease or condition under study that is designed to establish that such Licensed Product is safe and efficacious for its intended use, and to define warnings, precautions and adverse reactions that are associated with such Licensed Product in the dosage range to be prescribed, and to support Regulatory Approval of such Licensed Product or label expansion of such Product as described in 21 C.F.R. 312.21(c), as amended from time to time, or a similar clinical study prescribed by the relevant Regulatory Authorities or Applicable Law in a country other than the U.S.. For purposes of this Agreement, ‘initiation’ of a Phase 3 Clinical Trial for a Licensed Product means the first dosing of such Licensed Product in a human subject in a Phase 3 Clinical Trial.

1.124 “Phase 4 Clinical Trial” means a Clinical Trial of a Licensed Product that (a) is not required for receipt of Regulatory Approval for a country but which may be useful in providing additional drug profile data in support of such Regulatory Approval (whether the trial is commenced prior to or after receipt of such Regulatory Approval), or (b) is required, requested or advised by a Regulatory Authority as a condition of, or in connection with, obtaining or maintaining Regulatory Approval (whether the trial is commenced prior to or after receipt of such Regulatory Approval). Phase 4 Clinical Trials may include trials or studies conducted in support of pricing/reimbursement approval, epidemiological studies, modeling and pharmacoeconomic studies, post-marketing surveillance studies, investigator sponsored Clinical Trials and health economics studies but excludes clinical trials conducted for the purposes of label expansion.

- 13 -

1.125 “Prior CDA” means the Mutual Confidentiality Agreement entered into by Celgene Corporation (which is an Affiliate of BMS) and Exscientia, having an effective date of January 30, 2018 and as amended by the Amendment to Mutual Confidentiality Agreement having an effective date of September 14, 2020.

1.126 “Product Specific Patent” means (a) any Background Patent, Exscientia Collaboration Patent, or Joint Collaboration Patent (b) that Covers one or more Licensed Compounds and/or one or more Licensed Products; provided that Product Specific Patent does not include any Exscientia Platform IP or any BMS Compound Patent.

1.127 “Prosecute” or “Prosecution” means, with respect to a Patent, any and all activities related to procuring Patent rights and/or maintaining a Patent in any ex parte proceeding. For clarity, Prosecution includes, for example, preparing, drafting, filing, and prosecuting a Patent; controlling activities relating to procuring patent term adjustments based on patent prosecution activities; controlling activities relating to reissues, ex parte reexaminations, ex parte reviews, and other ex parte proceedings; timely paying any maintenance fees consistent with the obligations of this Agreement; and controlling activities in any related appeals. Prosecution does not include any patent term restorations that are not based on patent prosecution activities or any Defense or Enforcement activities.

1.128 “Publication” has the meaning set forth in Section 12.4.

1.129 “Receiving Party” has the meaning set forth in Section 12.1.

1.130 “Regulatory Approval” means with respect to a country, extra-national territory, province, state, or other regulatory jurisdiction, any and all approvals, licenses, registrations or authorizations of any Regulatory Authority necessary in order to commercially distribute, sell, manufacture, import, export or market a Licensed Product in such country, state, province, or some or all of such extra-national territory or regulatory jurisdiction, including any pricing and reimbursement approvals.

1.131 “Regulatory Authority” means, with respect to a particular country, extra-national territory, province, state, or other regulatory jurisdiction, any applicable Governmental Authority, including the FDA, the EMA in the EU and the Ministry of Health, Labour and Welfare of Japan, or the Pharmaceuticals and Medical Devices Agency of Japan (or any successor to either of them) as the case may be in Japan, or any health regulatory authority in any country or region that is a counterpart to the foregoing agencies, in each case, that holds responsibility for development and commercialization of, and the granting of Regulatory Approval (including pricing and reimbursement approval, if applicable) for, a pharmaceutical or Diagnostic, as applicable, in such country or region.

1.132 “Regulatory Materials” means regulatory applications, submissions, dossiers, notifications, registrations, Regulatory Approvals and/or other filings made to or with, or other approvals granted by, a Regulatory Authority that are necessary or reasonably useful in order to Develop, manufacture or Commercialize a Licensed Product in a particular country or regulatory jurisdiction. Regulatory Materials include INDs, MAAs, JNDAs and NDAs.

1.133 “Related Party” shall mean BMS and its Affiliates and their respective Sublicensees (and such Sublicensees’ Affiliates) of one or more Licensed Products. For clarity, Related Party shall not include any distributors (other than Sublicensees), wholesalers or the like unless such entity is an Affiliate of BMS.

- 14 -

1.134 “Replacement Target” has the meaning set forth in Section 3.3(c).

1.135 “Research Plan” has the meaning set forth in Section 3.2(a).

1.136 “Research Program” has the meaning set forth in Section 3.1(a).

1.137 “Research Term” has the meaning set forth in Section 3.1(e).

1.138 “Royalty Term” has the meaning set forth in Section 8.5(f).

1.139 “Safety Reason” means it is BMS’ or any Affiliate’s or Sublicensee’s reasonable belief that based upon an analysis of the existing information at any time, that the medical risk/benefit of a Licensed Compound or Licensed Product is sufficiently unfavorable as to be incompatible with the welfare of patients to Develop or Commercialize or to continue to Develop or Commercialize it, which Safety Reason (including a summary of the data supporting such reason) shall be disclosed to Exscientia.

1.140 “SEC” means the U.S. Securities and Exchange Commission.

1.141 “Subcontractor Agreement” has the meaning set forth in Section 3.9.

1.142 “Sublicensee” means any Third Party granted a sublicense by BMS under Section 7.2 hereof to the rights licensed to BMS hereunder or to which BMS otherwise grants the right to promote and sell a Licensed Product in the Territory, but excluding wholesalers (or similar distributor) based on a wholesaler (or similar distributor) arrangement for the sale of Licensed Product (even if such wholesaler (or similar distributor) is granted a right or license to sell a Product).

1.143 “Target” means a protein or polypeptide, including all variants thereof, any nucleic acid sequence (DNA or RNA) corresponding with such protein or polypeptide and any specific protein that is identified by a GenBank protein accession number or by its amino acid sequence and coded by a genetic locus. A Target may be a non-coding RNA, a specific RNA precursor or potentially an alternative biologically relevant molecule.

1.144 “Target Compound” means any Compound that binds to, modulates, is designed to bind to, or is designed to modulate a Collaboration Target.

1.145 “Term” has the meaning set forth in Section 13.1.

1.146 “Terminated Compounds” has the meaning set forth in Section 13.7(a).

1.147 “Terminated Products” has the meaning set forth in Section 13.7(a)

- 15 -

1.148 “Terminated Target” has the meaning set forth in Section 13.7(a).

1.149 “Termination Notice” has the meaning set forth in Section 13.3(a).

1.150 “Territory” means all countries of the world.

1.151 “Third Party” means any Person other than Exscientia or BMS or an Affiliate of either of Exscientia or BMS.

1.152 “Third Party Costs” means non-routine out-of-pocket costs and expenses incurred by Exscientia (i.e., payments to be made by Exscientia to Third Parties) in conducting the Research Program. Third Party Costs may include, for example, animals to be used specifically in the Research Program or studies performed by outside (sub)contractors, but shall not include routine laboratory supplies and applicable overhead costs.

1.153 “Third Party License Agreements” means any agreement existing on or after the Effective Date between Exscientia (and/or any Affiliate of Exscientia) and any Third Party, pursuant to which such Third Party licenses to Exscientia or any Affiliate of Exscientia any Patents or Information that (a) are Controlled by Exscientia and/or any Affiliate of Exscientia and necessary or reasonably useful for the discovery, research, Development, Manufacturing, use, sale, Commercialization, importation, and/or exportation of one or more Target Compounds, Licensed Compounds, Diagnostics and/or Licensed Products; or (b) are used by or on behalf of Exscientia and/or any Affiliate of Exscientia in the performance of the Research Program or any other activity under this Agreement. Third Party License Agreements as of the Effective Date are set out in Exhibit D.

1.154 “Third Party Licensor” means a Third Party that is a party to a Third Party License Agreement.

1.155 “Tier 1 Compound” means a Licensed Compound: (a) for which BMS took over the Development after such Licensed Compound met the Lead Optimization Criteria but before it was developed by Exscientia and met the Development Candidate Criteria; or (b) that did not meet either (or both of) the Lead Optimization Criteria or the Development Candidate Criteria but was nevertheless advanced into Clinical Trials by BMS.

1.156 “Tier 2 Compound” means a Licensed Compound for which BMS took over the Development after such Licensed Compound was developed by Exscientia and met the Development Candidate Criteria.

1.157 “[****]” means [****].

1.158 “[****]” means [****].

1.159 “[****]” means [****].

1.160 “U.S.” means the United States of America and its territories, districts and possessions.

- 16 -

1.161 “Valid Claim” means either (a) a claim of an issued and unexpired patent which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal and that is not admitted to be invalid or unenforceable through reissue, disclaimer or otherwise (i.e., only to the extent the subject matter is disclaimed or is sought to be deleted or amended through reissue), or (b) a claim of a pending patent application that has not been abandoned, finally rejected or expired without the possibility of appeal or refiling, provided however, that (x) Valid Claim shall exclude any such pending claim in an application that has not been granted within five (5) years following the earliest priority filing date for such application and (y) Valid Claim shall exclude any such pending claim that does not have a reasonable bona fide basis for patentability (such reasonable bona fide basis to be determined by arbitration pursuant to Section 16.2 with the/each arbitrator being an attorney having appropriate expertise in patent law, in the event that the Parties disagree as to whether there is a reasonable bona fide basis for patentability for such a claim), in either case of (x) or (y) unless and until such claim is granted, at which time the claim may be a Valid Claim under (a).

1.162 “Variant” means, with respect to a Collaboration Target, any and all naturally occurring mutations, isoforms, complements, alternative sequences thereof, and fragments or peptides thereof, including post-translational modifications thereof.

1.163 “Violation” means that a Party or any of its Affiliates, or any of its or their respective officers or directors, or any other its personnel (or other permitted agents of such Party performing activities hereunder, including Third Party subcontractors and their respective officers and directors) has been: (a) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. § 1320a-7(a) (http://oig.hhs.gov/exclusions/authorities.asp); (b) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (http://exclusions.oig.hhs.gov/) or otherwise excluded from contracting with the federal government (see the System for Award Management (formerly known as the Excluded Parties Listing System) at http://sam.gov/portal/public/SAM/); or (c) listed by any U.S. federal agency as being suspended, debarred, excluded or otherwise ineligible to participate in federal procurement or non-procurement programs, including under 21 U.S.C. § 335a (http://www.fda.gov/ora/compliance_ref/debar/) (each of (a), (b) and (c), collectively, the “Exclusions Lists”).

- 17 -

2. GOVERNANCE

2.1 Joint Steering Committee.

(a) Establishment of JSC. Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee with the roles set forth in Section 2.1(c) (the “Joint Steering Committee” or “JSC”). Each Party will initially appoint three (3) voting representatives to the JSC plus one Alliance Manager to serve as a non-voting representative on the JSC. The JSC may change its size from time to time by mutual consent of its members, provided that the JSC will consist at all times of an equal number of representatives of each of Exscientia and BMS. The JSC membership and procedures are further described in this Section 2.1. Each Party may at any time appoint different JSC representatives by written notice to the other Party.

(b) Membership of JSC. Each of Exscientia and BMS will designate representatives with appropriate expertise to serve as members of the JSC. Employees or consultants of a Party who are not representatives of such Party on the JSC may attend meetings of the JSC with the prior written consent of the other Party, not to be unreasonably withheld, conditioned or delayed; provided, however, that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JSC and (ii) are bound by obligations of confidentiality and non-disclosure at least as protective of the other Party as those set forth in Article 12.

(i) overseeing the Research Program, and for approving changes and updates to the Research Plan;

(ii) monitoring, reviewing and recording the progress of the Research Program;

(iii) facilitating the prosecution of the Product Specific Patents in accordance with Article 9 below;

(iv) reviewing the Reserved Target List regularly and, in any event, at least once every six (6) months until the date that is three (3) calendar years after the Effective Date;

(v) approving a Target as an Additional Target and a Reserved Target as a Replacement Target;

(vi) if necessary, further refining the Lead Optimization Criteria for each Collaboration Target;

(vii) reviewing whether a given Licensed Compound has successfully achieved the Lead Optimization Criteria;

(viii) in respect of a Collaboration Target where no Licensed Compound has achieved the Lead Optimization Criteria, discussing whether any of those Licensed Compounds are likely to achieve the Lead Optimization Criteria and whether Exscientia should cease development of those Licensed Compounds;

- 18 -

(ix) reviewing each Lead Optimization Data Package and discussing whether any further information is required for that Lead Optimization Data Package to be complete;

(x) agreeing upon the Development Candidate Criteria for a Licensed Compound, which must include the minimum criteria set forth on Exhibit C and thereafter further refining the Development Candidate Criteria as needed;

(xi) reviewing whether a given Licensed Compound has successfully achieved the Development Candidate Criteria;

(xii) reviewing each Development Candidate Data Package and discussing whether any further information is required for that Development Candidate Data Package to be complete;

(xiii) sharing of results under the Research Program;

(xiv) establishing a procedure for the Parties’ publication of results of the Research Program;

(xv) reviewing (through the Patent Contacts) patent applications claiming Licensed Compounds or Licensed Products prior to filing;

(xvi) establishing subcommittees with an equal number of members from each Party that will report to the JSC to further the objectives of the Research Program (each a “Subcommittee”); and

(xvii) resolving disputes that arise in any Subcommittee established by the JSC.

(d) Decisions. Decisions of the JSC and each Subcommittee (each, a “Committee”) shall be made by consensus, provided that if the Committee is unable to reach consensus with respect to any such decision, the disputed matter will be subject to the dispute resolution mechanism set forth in Section 2.1(f).

(e) Lead Optimization Criteria and Development Candidate Criteria. BMS, acting reasonably and in good faith, shall decide whether a Lead Optimization Data Package and a Development Candidate Data Package for a Licensed Compound are complete and whether the Lead Optimization Criteria and the Development Candidate Criteria for a Licensed Compound are met. In order to assist BMS in deciding whether the applicable Lead Optimization Criteria and the applicable Development Candidate Criteria for a Licensed Compound have been met, Exscientia shall deliver a Lead Optimization Data Package or a Development Candidate Data Package for such Licensed Compound (as applicable) as soon as practicable after a written request for the relevant Lead Optimization Data Package or a Development Candidate Data Package by BMS. BMS shall decide whether the Lead Optimization Criteria or the Development Candidate Criteria (as applicable) for a Licensed Compound are met within sixty (60) days of receipt of the completed Lead Optimization Data Package or Development Candidate Data Package.

- 19 -

(f) Dispute Resolution. In the case where the Committee is unable to reach a decision by consensus within fifteen (15) days of a matter first being voted upon by the Committee, if the Committee is a Subcommittee, the disputed matter shall then be immediately referred to the JSC for further review and resolution, and if it is not resolved by the JSC or if the Committee is the JSC in the first instance, the disputed matter shall then be immediately referred to Alliance Managers for further review and resolution, and if such disputed matter is not resolved by the Alliance Managers within ten (10) days of being referred to them, such disputed matter shall be immediately referred to the Executive Officers for each Party (or their designees) for resolution within fifteen (15) days. If, after such efforts, the Parties are unable to resolve such disputed matter, such Executive Officer of BMS (or his or her designee) shall have the final decision-making authority to decide the disputed matter; provided, however, BMS may not use its final decision-making authority to (i) require Exscientia to violate any Applicable Law or any agreement it may have with any Third Party, (ii) amend the terms and conditions of this Agreement, (iii) require Exscientia to incur any additional out-of-pocket costs (other than routine laboratory supplies) in the conduct of the Research Program beyond Third Party Costs contemplated or required by the Research Plan, (iv) require Exscientia to conduct any activities outside the scope of the Research Program with respect to Collaboration Targets and the discovery, research, production, manufacture or pre-clinical development of Target Compounds, (v) require Exscientia to take any action that would be reasonably likely to result in the infringement or misappropriation of Third Party Intellectual Property Rights; or (vi) require Exscientia to provide any Exscientia Platform Technology or Exscientia Platform IP to BMS. For clarity, BMS shall have final decision-making authority with respect to the achievement of Lead Optimization Criteria and Development Candidate Criteria and with respect to whether a Lead Optimization Data Package and a Development Candidate Data Package are complete.

(g) JSC Meetings. The JSC will hold meetings at such times and places as the Parties may determine. The JSC will meet at least once every Calendar Quarter during the Research Term and the JSC will meet semi-annually thereafter unless the Parties agree otherwise. At least one (1) of the meetings of the JSC each Calendar Year shall be in person. The other meetings of the JSC in a Calendar Year need not be in person and may be by telephone or any other method determined by the JSC. Each Party will bear its own costs associated with attending such meetings.

(h) Discontinuation of JSC. The JSC will dissolve on the date the Research Term ends unless dissolved earlier by mutual written agreement of the Parties. Upon dissolution of the JSC, the JSC shall have no further roles or responsibilities under this Agreement, and the JSC shall be replaced by designees of each Party (who may be the Alliance Manager) that shall serve as a forum for the Parties for the purposes of the exchange of information and to update Exscientia on the progress of the Development and Commercialization of Licensed Products. Any subcommittees and working groups established by the JSC in connection with the Research Program will dissolve at the same time the JSC dissolves.

(i) Limitations on Authority of the JSC. The JSC will have solely the roles and responsibilities assigned to it in this Article 2. The JSC will have no authority to amend, modify or waive compliance with this Agreement. For avoidance of doubt, the JSC will have no authority to amend, modify or limit BMS’ final decision-making authority with respect to the Development and Commercialization of any Licensed Compound or Licensed Product as set forth in this Agreement. The JSC shall not have the authority to alter, or waive compliance by a Party with, a Party’s obligations under this Agreement.

- 20 -

2.2 Alliance Managers. Each of the Parties will appoint one representative who possesses a general understanding of Development issues to act as its alliance manager (each, an “Alliance Manager”). The Alliance Managers will serve as non-voting representatives on the JSC. The primary role of the Alliance Manager is to manage and progress the Research Program. The Alliance Managers will be responsible for preparing and circulating an agenda in advance of each JSC meeting, conducting the JSC meeting and promptly preparing meeting minutes to be approved of by both Parties. An Alliance Manager may bring any matter to the attention of the JSC if such Alliance Manager reasonably believes that such matter warrants such attention. Each Party may change its designated Alliance Manager from time to time upon written notice to the other Party. Any Alliance Manager may designate a substitute to temporarily perform the functions of such Alliance Manager upon written notice to the other Party’s Alliance Manager. Each Alliance Manager will be charged with creating and maintaining a collaborative work environment within the JSC. Each Alliance Manager also will:

(i) provide a single point of communication both internally within the Parties’ respective organizations and between the Parties, including during such time as the JSC is no longer constituted;

(ii) plan and coordinate any cooperative efforts under this Agreement, if any, and internal and external communications;

(iii) take responsibility for ensuring that JSC activities, such as the conduct of required JSC meetings, occur as set forth in this Agreement and that relevant action items, if any, resulting from such meetings are appropriately carried out or otherwise addressed; and

(iv) be the point of first referral in all matters of conflict resolution.

2.3 Patent Contacts. Each Party will designate patent counsel representatives who will be responsible for coordinating the patent related activities between the Parties and in accordance with Article 9 (each a “Patent Contact”). The Patent Contacts will be the primary point of contact for the Parties regarding intellectual property-related activities and matters (including matters related to “freedom to operate” and analyses) contemplated by this Agreement and will facilitate all such activities and matters hereunder, including with respect to the Prosecution of Patents as contemplated in Article 9. Each Party will designate its initial Patent Contact within thirty (30) days following the Effective Date and will promptly thereafter provide to the other Party the contact information for that Party’s Patent Contact. If at any time a vacancy occurs for any reason, the Party that appointed the prior incumbent will as soon as reasonably practicable appoint a successor. Each Party will promptly notify the other Party of any substitution of another person as its Patent Contact.

3. RESEARCH PROGRAM

3.1 Research Program and Research Term.

(a) The Parties shall collaborate in carrying out a research program to discover, research and develop Target Compounds for the Collaboration Targets, including conducting certain pre-clinical Development activities for Target Compounds suitable for further clinical Development for human therapeutic uses, and as part of such research program, Exscientia shall use Diligent Efforts to: (i) deliver at least one (1) Target Compound for each Collaboration Target that meets the Lead Optimization Criteria; and (ii) where BMS elects to have Exscientia continue the Development of Target Compound(s) for such Collaboration Target for BMS until there is a Target Compound that meets the Development Candidate Criteria, to deliver at least one (1) Target Compound that meets the Development Candidate Criteria (such research program being the “Research Program”). The objective of the Research Program is to identify one or more Licensed Compounds for BMS to advance into human Clinical Trials and ultimately Commercialize as one or more Licensed Products.

- 21 -

(b) The Research Program will be conducted by each Party in good scientific manner, and in compliance with all applicable good laboratory practices, and applicable legal requirements, to attempt to achieve efficiently and expeditiously the objectives of the Research Program. Each Party will comply with all Applicable Laws in the performance of work under this Agreement. Each Party shall use reasonable efforts to ensure that its Affiliates and Third Party contractors (as applicable) perform any activities under the Research Program in good scientific manner and in compliance in all material respects with the requirements of Applicable Law.

(c) Each Party will maintain laboratories, offices and all other facilities at its own expense and risk necessary to carry out its responsibilities under the Research Program pursuant to the Research Plan. Each Party agrees to make its employees reasonably available at their respective places of employment to consult with the other Party on issues arising during the performance of the Research Program. BMS and Exscientia will cooperate with each other in carrying out the Research Program.

(d) The Research Program will be carried out during the four (4) year period following the Effective Date (such period, as may be earlier terminated or extended by BMS pursuant to this Section 3.1(d), being the “Research Term”). BMS shall have the right to unilaterally terminate the entire Research Program on [****] months prior written notice, which shall be deemed to be the termination of this Agreement as a whole under Section 13.2(a) and therefore Section 13.7 will apply. In addition, BMS shall have the option to extend the Research Term (and the conduct of the Research Program) for up to one (1) additional one (1) year period after the initial four (4) year period. In order to exercise its option to extend the Research Term, BMS must provide Exscientia a written notice exercising BMS’ option to extend the Research Term at least [****] days prior to the scheduled expiration of the Research Term (i.e., the fourth (4^th) anniversary of the Effective Date). If BMS does not provide such written notice, the Research Term will end when scheduled (i.e., on the fourth (4^th) anniversary of the Effective Date).

3.2 Research Plan.

(a) The Research Program will be carried out in accordance with a written research plan (the “Research Plan”). The initial Research Program as of the Effective Date is described in the initial Research Plan attached hereto as Exhibit B. The purpose of the Research Plan is to detail the responsibilities and activities of Exscientia and BMS with respect to carrying out the Research Program, focusing on activities to identify lead Licensed Compounds and also including activities directed toward Licensed Compounds that are backups or alternatives to such lead Licensed Compounds. The Research Plan will include a description of the specific activities to be performed by Exscientia in support of the Research Program, projected timelines for completion of such activities and, as applicable, provisions for the supply of Licensed Compounds by Exscientia to BMS. The Research Plan may include a description of the specific chemistry or chemistries to be used for the synthesis of Licensed Compounds in support of the Research Program, and/or the JSC may separately specify such chemistry or chemistries to be used. The Research Plan may include any projected Third Party Costs, which for the avoidance of doubt are the responsibility of Exscientia. If BMS has concerns regarding any specific scientist assigned to the Research Program by Exscientia, such concerns shall be communicated to the JSC for its consideration.

- 22 -

(b) If the Research Term is extended, subject to Section 3.4, the JSC will prepare an update to the Research Plan.

(c) Changes to the Research Plan. The Research Plan will be reviewed on a Calendar Quarter basis, or more frequently as the JSC may decide. If the JSC cannot reach consensus with respect to changes to the Research Plan, BMS shall have final decision-making authority subject to Section 2.1(f).

3.3 Designation of Collaboration Targets.

(a) Additional Targets. BMS will have the right to designate up to [****] Targets that are on the Reserved Target List as additional Collaboration Targets (each, an “Additional Target”) by providing written notice to Exscientia. Upon designation by BMS of a Target as an Additional Target and acceptance by the JSC of such Target as an Additional Target, BMS shall pay Exscientia a target designation fee of $[****] within [****] days of such acceptance by the JSC.

(b) Reserved Targets.

(i) Attached as Exhibit H is a list of Targets that BMS may select as Additional Targets or as Replacement Targets (such list, the “Reserved Target List” and each Target on the Reserved Target List, a “Reserved Target”). BMS may change the listed Reserved Targets at any time during the Research Term in accordance with and subject to the Target Review Process as set forth below.

(ii) The Reserved Target list can include up to [****] Targets. [****] months after the Effective Date, the Reserved Target List will be reduced to [****] targets, and if there are more than [****] Reserved Targets on the Reserved Target List, BMS shall notify Exscientia in writing of the [****] that will be removed from the Reserved Target list on or prior to the date that is [****] months after the Effective Date. [****] months after the Effective Date, the Reserved Target List will be reduced to [****] targets, and if there are [****] Reserved Targets on the Reserved Target List, BMS shall notify Exscientia in writing of the [****] that will be removed from the Reserved Target list on or prior to the date that is [****] after the Effective Date. Notwithstanding the preceding sentence, all Reserved Targets will be released, and such Targets shall no longer be Reserved Targets for purposes of this Agreement, upon the first to occur of (a) the start of a Clinical Trial associated with the third Collaboration Target, (b) the replacement of each of the Initial Collaboration Targets, and if applicable, any Additional Target, with a Replacement Target, or (c) the end of the Research Term.

(iii) From the date on which a Target becomes a Reserved Target Exscientia agrees that it shall not initiate an internal program or initiate or undertake discussions with any Third Party regarding a collaboration with respect to such Reserved Target (accordingly, such Reserved Target shall not become an Excluded Target, except as described below). However, if, during the time a Target is a Reserved Target, a Third Party approaches Exscientia on such Third Party’s own initiative to enter into a commercial research collaboration on such Reserved Target, then BMS will have thirty [****] either to (a) promote such Reserved Target to an Additional Target (subject to the limitation in Section 3.3(a)) or (b) remove such Reserved Target from the Reserved Target list irrevocably. In the event of such a removal of a Reserved Target from the Reserved Target List, BMS will have up to [****] to add an additional Reserved Target in accordance with and subject to the Target Review Process as set forth below.

- 23 -

(c) Replacement of Collaboration Targets. BMS shall have the right to substitute and replace Collaboration Targets with Reserved Targets on the Reserved Target List or with a Target that is not a Reserved Target on the Reserved Target List in accordance with and subject to Target Review Process as set forth below (each such replacement target, a “Replacement Target”). BMS shall have the right to substitute and replace each Collaboration Target with a Replacement Target [****] each (for the avoidance of doubt, if a Collaboration Target is replaced with a Replacement Target, that Replacement Target cannot be replaced), and in the case of an Additional Target up to [****] months from the date such Additional Target is accepted by the JSC as an Additional Target or in the case of an Initial Collaboration Target, up to [****] months from the Effective Date. Where an Additional Target is replaced with a Replacement Target within [****] months of such date of acceptance as an Additional Target by the JSC or an Initial Collaboration Target is replaced with a Replacement Target within [****] months of the Effective Date, there shall be no fee for such replacement. If, however, such replacement occurs within [****] months after the applicable [****] month period in the preceding sentence, BMS shall pay Exscientia a target replacement fee of $[****] for such replacement within [****] days of the date a Target becomes a Replacement Target.

(d) Any such replacement of a Collaboration Target, including an Additional Target, must be based on [****]. BMS shall provide Exscientia with information on the basis for the replacement of a Collaboration Target at the same time, or prior to, its replacement request pursuant to Section 3.3(c).

(e) In conjunction with the replacement of a Collaboration Target with a Replacement Target, the Parties would work through the JSC to amend the Research Plan to include work on the Replacement Target. Upon replacement of a previously designated Collaboration Target with a Replacement Target, following the procedure set forth below in Section 3.3(f), the replaced Collaboration Target shall no longer be considered to be a Collaboration Target and none of the Target Compounds for that replaced Collaboration Target would be considered to be Licensed Compounds for the purposes of this Agreement. In such circumstances, (i) all rights to the Exscientia Licensed IP solely related to the replaced Collaboration Target, shall revert to Exscientia, (ii) BMS shall grant and hereby grants Exscientia a non-exclusive, perpetual, irrevocable, worldwide license under all Information and Patents solely relating to the replaced Collaboration Target Controlled by BMS that were generated as a result of the Research Program for any and all purposes, and BMS shall not use such Information or Patents to Commercialize any product containing a Target Compound for such replaced Collaboration Target during the Term (except for such Information and Patents that cease to exist or are in the public domain other than through any improper act or omission of BMS) and BMS shall not license such Information or Patents to any Third Party, and (iii) Exscientia shall grant and hereby grants BMS a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to grant sublicenses through multiple tiers, under the Exscientia Licensed IP solely related to the replaced Collaboration Target for internal research and development purposes.

- 24 -

(f) Target Review Process. In the case where BMS desires to add a new Reserved Target (subject to the limitations in Section 3.3(b)), replace an existing Reserved Target or replace an existing Collaboration Target with a Replacement Target that has not been designated as a Reserved Target, BMS shall notify Exscientia through the JSC. Within [****] Business Days after such notification, Exscientia shall provide an independent patent attorney reviewer mutually agreed to by BMS and Exscientia (the “Target Reviewer”) with an updated Excluded Target list (which shall include the Target identification information for each Excluded Target). In the same time (i.e., within [****] Business Days after initial notification by BMS), BMS shall provide to the Target Reviewer the Target that BMS proposes to become a Reserved Target or to replace a Reserved Target or to replace an existing Collaboration Target that is not a Reserved Target. Within [****] Business Days thereafter, the Target Reviewer shall notify BMS whether or not the proposed Target is an Excluded Target. If the proposed Target is not an Excluded Target, BMS shall then have the right to designate such Target as a Reserved Target or a Collaboration Target, as the case may be. Accordingly, any Target that is not an Excluded Target shall be available for designation by BMS as a Reserved Target or Collaboration Target, as the case may be, and shall become a Reserved Target or Collaboration Target, as the case may be, upon agreement by Exscientia that such Target can be a Reserved Target or Collaboration Target, as the case may be, with such agreement not to be unreasonably conditioned, withheld or delayed, and Exscientia shall deliver a certificate for such Collaboration Target substantially in the form attached hereto as Exhibit G. Upon such agreement by Exscientia with respect to a Reserved Target, the Reserved Target List shall be automatically amended to add such Reserved Target to the Reserved Target List. BMS shall pay all fees and expenses of the Target Reviewer for performing this Target Reviewer function. The foregoing process in this Section 3.3(f) is the “Target Review Process”.

3.4 Research Staffing and Research Program Costs.

(a) Exscientia Personnel. Exscientia shall be solely responsible for funding all personnel necessary to perform its obligations under the Research Plan.

(b) Research Program Costs. Exscientia shall be solely responsible, at its sole cost and expense, (i) for all drug discovery and pre-clinical development activities for Target Compounds for each Collaboration Target until one of those Target Compounds meets the Lead Optimization Criteria, Exscientia has satisfied its obligations under Sections 3.7 and 4.1(b) or the JSC determines that those activities should cease in relation to those Target Compounds (whichever is earlier), and (ii) for all pre-clinical development activities for each of those Target Compounds that meet the Lead Optimization Criteria that BMS elects to have Exscientia further develop the Target Compounds until one of those Target Compounds meets the Development Candidate Criteria, Exscientia has satisfied its obligations under Sections 3.7 and 4.1(b) or the JSC determines that those activities should cease in relation to those Target Compounds (whichever is earlier). If (a) it is determined by the JSC that Exscientia does not have the capabilities or resources to reasonably conduct any portion of such drug discovery or pre-clinical development activities in a timely manner, then BMS itself or through one or more Affiliates or Third Parties may conduct such portion of the drug discovery or pre-clinical development activities, or (b) the Parties agree in the Research Plan that BMS will conduct any portion of such drug discovery or pre-clinical development activities, [****].

- 25 -

3.5 Research Program Records. Each Party will maintain complete and accurate records of all work conducted in the performance of the Research Program and all results, data, inventions and developments made in the performance of the Research Program. Such records will be in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes. Exscientia shall provide copies of all requested records (within thirty (30) days of such request), to the extent reasonably required for the performance of BMS’ rights and obligations under this Agreement; provided that BMS shall maintain such records and the information of Exscientia in confidence in accordance with Article 12 and shall not use such records or information except to the extent otherwise permitted by this Agreement. In order to protect the Parties’ Patent rights under U.S. law in any inventions conceived and/or reduced to practice during or as a result of the Research Program, each Party shall require such individuals to record all inventions generated by them in standard laboratory notebooks (paper or electronic) or other suitable means that are dated and corroborated by non-inventors on a regular, contemporaneous basis.

3.6 Disclosure of Results of Research Program. The results of all work performed by a Party as part of the Research Program shall be promptly disclosed to the other Party in a reasonable manner as such results are obtained. Exscientia and BMS will provide reports and analyses at each JSC meeting, and more frequently upon reasonable request by the JSC, detailing the current status of the Research Program. Within [****] days following the end of each Calendar Quarter, Exscientia and BMS shall each exchange and provide to the JSC a written report summarizing in reasonable detail the work performed by it under the Research Program and results achieved during the preceding Calendar Quarter. In addition, upon reasonable request by a Party, the other Party will make presentations to the JSC of its activities related to the Licensed Compounds and Licensed Products to inform such Party of the details of the work done in the performance of the Research Program. The results, reports, analyses and other information regarding the Research Program disclosed by one Party to the other Party pursuant hereto may be used only in accordance with the rights granted and other terms and conditions under this Agreement. Upon reasonable request by BMS, for purposes of supporting the Development of Licensed Product (including supporting or maintaining the Regulatory Approval for Product), subject to and without limiting the other terms and conditions of the Agreement, Exscientia shall provide BMS with additional data, results and other information with respect to the work performed by Exscientia in the performance of the Research Program. Any reports required under this Section 3.7 may take the form of, and be recorded in minutes of the JSC that will contain copies of, any slides relating to the results and presented to the JSC.

In addition, at BMS’ request Exscientia will transfer (within [****] days of such request) to BMS all data, results, and information related to testing and studies that comprise the “Licensed Compound Data Package” and all data, results, and information in the Licensed Compound Data Package shall then be owned by BMS.

3.7 Research Efforts. Each Party shall use Diligent Efforts to perform the Research Program, including its responsibilities under the Research Plan. For clarity, it is understood and acknowledged that Diligent Efforts to perform the Research Program may include staging the work on different Collaboration Targets as specified in and in accordance with the Research Plan.

3.8 Materials Transfer. This Section 3.8 shall not apply to the supply of Licensed Compounds pursuant to Sections 6.2, which shall be governed by those respective Sections. In order to facilitate the Research Program, each Party shall provide the materials that it is required to provide under the Research Plan and, from time to time, either Party may provide to the other Party certain other materials (other than samples of Licensed Compounds as provided under Section 6.2) for use by the other Party in furtherance of the Research Program and/or the Development and/or Commercialization of Licensed Compounds and Licensed Products. The transfer of any such materials for the performance of the study shall be documented using the form Collaboration Material Transfer Agreement in Exhibit F. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of such materials for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any BMS Materials provided by BMS to Exscientia (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such materials shall be Confidential Information of the providing Party. All such BMS Materials and Exscientia Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. If Exscientia develops any assays used in the Research Program, upon request by BMS, Exscientia shall transfer to BMS the materials and Information under Exscientia’s possession or Control to BMS for use in support of BMS’ research and development activities with respect to the Collaboration Targets. Upon request by BMS, Exscientia shall deliver to BMS (at BMS’ expense) or dispose of Research Program-specific animals in Exscientia’s possession following completion of the Research Term or earlier termination of this Agreement. For the avoidance of doubt, BMS shall retain all right, title and interest in and to the BMS Materials and Exscientia shall retain all right title and interest in and to the Exscientia Materials.

- 26 -

3.9 Subcontracting. Except as specified in the Research Plan or as may be otherwise specifically permitted in writing by the JSC, or otherwise agreed to in advance in writing by BMS: (a) Exscientia shall not (sub)contract any of the work for which it is responsible in the performance of the Research Program (b) any subcontracting by Exscientia shall be subject to the prior written consent of BMS (which may occur through the JSC) and shall be funded solely by Exscientia. In the case of any permitted (sub)contracting of Research Program activities by a Party to a Third Party, such Third Party must have entered into a written agreement with such Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information and Information at least to the same extent as under this Agreement [****]. Each Party is responsible for compliance by such Third Party with the applicable terms and conditions of this Agreement in the same way and to the same extent as such Party. Any agreement between Exscientia and a Third Party for the Third Party to conduct Research Program activities for Exscientia as a subcontractor (each such agreement being a “Subcontractor Agreement”) shall be subject to the prior review and approval by BMS, provided that Exscientia may redact any financial information (including FTE rates) included in each Subcontractor Agreement.

3.10 Animal Testing. In order to assure the appropriate care and use of animals used in the performance of Exscientia’s obligations under the Agreement (including pursuant to any Research Plan), (a) if animals will be used in the performance of the Research Program by Exscientia or any Affiliate of Exscientia, Exscientia agrees that Exscientia and any such Affiliate will abide by the terms set forth in Exhibit I, and (b) if Exscientia or any Affiliate of Exscientia engages any Third Party to use animals in the performance of the Research Program, Exscientia agrees that such Third Party performing any activities under this Agreement relating to projects or research involving animals shall be comply with the current Guide for the Care and Use of Laboratory Animals (Institute for Laboratory Animal Resources, National Research Council, National Academy of Sciences) (the “Animal Care Guidelines”) as the same may be updated or amended from time to time by the Association for Assessment and Accreditation of Laboratory Animal Care International. Exscientia shall provide BMS with written notice prior to Exscientia or any Affiliate of Exscientia performing any projects or research involving animals or prior to engaging any Third Party to perform projects or research involving animals pursuant to this Agreement (including pursuant to any Research Plan) in order to allow BMS to perform a reasonable assessment of Exscientia’s, Exscientia’s Affiliate compliance with Exhibit I or any such Third Party’s compliance with the Animal Care Guidelines with respect to the intended studies and animal species involved in any such project or research. Such notice to BMS shall include the contact information of any such Third Party (if applicable) to be engaged by Exscientia in connection with any such project or research involving animals.

- 27 -

3.11 Information Transfer to BMS. Without limiting the licenses and other rights and obligations under this Agreement (including the rights granted to BMS under Article 7 and obligations under Section 3.7), upon request by BMS, Exscientia shall deliver, and cause its Affiliates to deliver, to BMS Exscientia Licensed Know-How in its possession or Control for the sole purposes of (i) synthesis of Licensed Compounds and other work by BMS in support of the Research Program, (ii) supporting the conduct of the Research Program, and (iii) the manufacture, Development and Commercialization of Licensed Compounds and Licensed Products by BMS (collectively, the “Know-How Transfer Purposes”). In addition, Exscientia shall promptly disclose to BMS’ Patent Contact any new Exscientia inventions for which Exscientia has determined it desires to seek a Product Specific Patent. Exscientia shall provide reasonable consultation and assistance for the purpose of transferring to BMS Exscientia Licensed Know-How to the extent necessary or reasonably useful for the Know-How Transfer Purposes.

3.12 Use of Third Parties. BMS may retain Third Parties to conduct research pursuant to BMS’ license under Section 7.1(c) and/or to perform Development activities, subject to the terms of this Agreement. Any such Third Parties shall be subject to written agreements containing confidentiality and non-use obligations consistent with those set forth in this Agreement [****]. BMS shall remain responsible and liable for the performance by its Affiliates or permitted Third Party contractors of those of its obligations under this Agreement that it (sub)licenses or delegates to an Affiliate or Third Party contractor.

- 28 -

4. DEVELOPMENT AND REGULATORY MATTERS

4.1 Development.

(a) Development Responsibilities. Except for Exscientia’s responsibilities in the conduct of the Research Program, as between BMS and Exscientia, BMS shall have the sole right and responsibility for the Development of Licensed Compounds and/or Licensed Products in the Field in the Territory during the Term at its own cost and expense (including responsibility for all funding, resourcing and decision-making), including whether to advance Licensed Compounds into Development and whether to terminate this Agreement with respect to a Collaboration Target in accordance with Article 13. For clarity, Exscientia shall be responsible for all costs that it incurs in the conduct of the Research Program.

(b) Exscientia shall use Diligent Efforts to identify and deliver at least one (1) Target Compound for each Collaboration Target that meets the Lead Optimization Criteria in accordance with the Research Plan. Once one (1) or more Target Compounds for a Collaboration Target have met the Lead Optimization Criteria, BMS shall have the right, exercisable in its sole discretion, to either (i) take over the Development of all Target Compounds for such Collaboration Target, including the Target Compounds that have met the Lead Optimization Criteria for such Collaboration Target, or (ii) have Exscientia continue the Development of such Target Compound(s) until there is a Target Compound that meets the Development Candidate Criteria or the JSC determines that those activities should cease in relation to those Target Compounds (whichever is earlier). When a Target Compound for a Collaboration Target has met the Lead Optimization Criteria, BMS shall notify Exscientia in writing whether (A) BMS wants to take over the Development of all Target Compounds for such Collaboration Target, including the Target Compound(s) that have met the Lead Optimization Criteria for such Collaboration Target, (B) BMS does not want such Target Compound(s) to be Developed any further by BMS or for BMS by Exscientia, in which case the Collaboration Target of such Target Compound will cease to be a Collaboration Target and will be subject to Section 8.3(i), or (C) BMS wants Exscientia to continue the Development of such Target Compound(s) for BMS until there is a Target Compound that meets the Development Candidate Criteria.

(c) If BMS elects to have Exscientia continue the Development of Target Compounds for such Collaboration Target for BMS until there is a Target Compound that meets the Development Candidate Criteria:

(d) Exscientia shall be responsible for conducting such Development at its sole cost and expense;

(i) once one (1) or more Target Compound(s) for a Collaboration Target has met the Development Candidate Criteria, BMS shall have the right, exercisable in its sole discretion, to take over the Development of all Target Compounds and all Licensed Compounds that have met the Development Candidate Criteria for such Collaboration Target. When a Target Compound for a Collaboration Target has met the Development Candidate Criteria, BMS shall notify Exscientia in writing whether (A) BMS wants to take over the Development of all Target Compounds and all Licensed Compounds that have met the Development Candidate Criteria for such Collaboration Target or (B) BMS does not want such Target Compound(s) to be Developed any further by BMS or for BMS by Exscientia, in which case the Collaboration Target of such Target Compound will cease to be a Collaboration Target and will be subject to Section 8.3(i).

(e) Once BMS takes over the Development of Target Compounds for a Collaboration Target, BMS will have the sole decision making authority for all further Development activities.

(f) With respect of each Collaboration Target, after BMS takes over the Development of Target Compounds for such Collaboration Target, BMS, by itself and/or through its Affiliates and Sublicensees, shall use Diligent Efforts to Develop and to pursue regulatory filings in the United States and Japan and in the EU through the centralized EMA filing procedure (or in three (3) of the Major European Countries if the centralized EMA filing procedure is not used) for at least one Licensed Compound or Licensed Product in the Field for the purpose of obtaining a Regulatory Approval in the United States, Japan and the EU (or in three (3) of the Major European Countries if the centralized EMA filing procedure is not used). For clarity, it is understood and acknowledged that Diligent Efforts in the Development of Licensed Compounds and/or Licensed Products may include sequential implementation of Clinical Trials and/or intervals between Clinical Trials for data interpretation and clinical program planning and approval.

- 29 -

(g) Development Records. BMS shall prepare and maintain and shall cause its Affiliates and Sublicensees to prepare and maintain reasonably complete and accurate records regarding the Development of Licensed Compounds and Licensed Products in the Field in the Territory.

(h) Development Reports by BMS. On an annual basis, BMS shall provide to Exscientia a summary report regarding the status of Development efforts for Licensed Compounds and Licensed Products on a Collaboration Target-by-Collaboration Target basis. Such report shall contain sufficient detail to enable Exscientia to assess BMS’ compliance with its Development obligations in this Section 4.1. Such reports shall be Confidential Information of BMS pursuant to Article 12 and shall be used solely for such purpose.

4.2 Regulatory Matters for Product. As between BMS and Exscientia, BMS shall have sole responsibility and decision-making authority with respect to regulatory matters for Licensed Compounds and/or Licensed Products (including the content of any regulatory filing or dossier, interactions with Regulatory Authorities, pharmacovigilance reporting, labeling, safety, and the decision to file or withdraw any MAA or to cease or suspend any Clinical Trial). BMS shall have sole responsibility for preparing and submitting all Regulatory Materials for Licensed Products in the Field in the Territory, including preparing, submitting and holding all INDs and MAAs for Licensed Products. Exscientia shall cooperate fully with BMS and provide to BMS all Information Controlled by Exscientia, in each case as may be reasonably requested by BMS, in order to prepare or support any Regulatory Materials for Licensed Products in the Field in the Territory and interactions with any Regulatory Authority in connection with Development and/or Regulatory Approval of Licensed Products. BMS will own all Regulatory Materials for Licensed Products and all such Regulatory Materials shall be submitted in the name of BMS (or its Affiliate or Sublicensee, as applicable).

4.3 Notice of Regulatory Action. If any Regulatory Authority takes or gives notice of its intent to take any regulatory action with respect to any activity of Exscientia related to the Research Program or otherwise relating to Licensed Compounds or Licensed Products, then Exscientia shall promptly notify BMS of such contact, inspection or notice or action. The JSC shall review and comment on any such responses to Regulatory Authorities that pertain to the Licensed Compounds and/or Licensed Products; provided that BMS shall have the final decision making authority with respect to such responses to the extent relating to the Licensed Compounds and/or Licensed Products.

4.4 No Use of Debarred Person. Each Party hereby certifies that such Party, its Affiliates and any Third Party subcontracts performing on such Party’s behalf hereunder, has not employed or otherwise used in any capacity, and will not employ or otherwise use in any capacity, the services of any Person, including any employee, officer, director, consultant or subcontractor, (a) who is (or has been) on the Exclusions List, or who is (or has been) in Violation or otherwise debarred under U.S. law (including Section 21 U.S.C. § 335a) or any foreign equivalent thereof or (b) that is the subject of an FDA debarment investigation or proceeding (or similar proceeding by any Regulatory Authority outside the U.S.), in each case, in performing any portion of the activities hereunder, including any Development and manufacturing activities hereunder. If at any point during the Term, such Party is, or learns that any of its Affiliates or its or their respective officers or directors, or any Person performing on behalf of such Party under this Agreement is in Violation, such Party will promptly notify the other Party and will prohibit such Person from performing any such activities, function or capacity related to any such activities under this Agreement.

- 30 -

4.5 Personal Data. Each Party shall ensure that all Personal Data is processed in accordance with Applicable Laws, including the fair and lawful collection and processing of such Personal Data, the disclosure of such Personal Data to the other Party in accordance with this Agreement and the transfer of such Personal Data (including any transfer from inside the EEA to outside the EEA). Each Party shall promptly notify the other Party if it becomes aware that any data provided to such other Party is inaccurate or has been unlawfully obtained or processed or, where consent to process Personal Data has been provided, consent is withdrawn or the notifying Party becomes aware that consent may not be reliable. Without limiting the foregoing, Exscientia will comply with the Personal Data requirements set forth in Exhibit J.

4.6 Standards of Conduct. BMS shall perform, and shall use reasonable efforts to ensure that its Affiliates, Sublicensees and Third Party contractors perform, its Development activities with respect to the Licensed Product in good scientific manner, and in compliance in all material respects with the requirements of Applicable Law.

5. COMMERCIALIZATION

5.1 Commercialization of Licensed Products. As between BMS and Exscientia, BMS shall have the sole right and responsibility for the Commercialization of Licensed Products in the Field in the Territory at its cost and expense. BMS by itself and/or through its Affiliates and Sublicensees will use Diligent Efforts to Commercialize each Licensed Product in each of the Major Markets in which Regulatory Approval has been obtained for such Licensed Product and where pricing and reimbursement approval satisfactory to BMS or, as applicable, an Affiliate or Sublicensee of BMS, is obtained.

5.2 Commercialization Report. For each Calendar Year following Regulatory Approval for a Licensed Product in a Major Market, BMS shall provide to Exscientia annually within [****] days after the end of such Calendar Year a written report that summarizes the Commercialization activities performed by BMS, and its Affiliates and Sublicensees in the Major Markets since the prior report by BMS. Such report shall contain sufficient detail to enable Exscientia to assess BMS’ compliance with its Commercialization obligations in Section 5.1. Such reports shall be Confidential Information of BMS pursuant to Article 12.

5.3 Decision-Making Authority. As between BMS and Exscientia, BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Licensed Products.

- 31 -

6. COMPOUND SUPPLY AND MANUFACTURING

6.1 Overview. Exscientia at its sole cost and expense, shall be responsible for the pre-clinical manufacture of all Licensed Compounds and Licensed Products for each Collaboration Target needed for the Research Program until BMS elects to take over the Development of the Licensed Compounds for that Collaboration Target. Otherwise, BMS will have the exclusive right and shall be solely responsible for the manufacture (including having a Third Party manufacture on its behalf) of all Licensed Compounds and Licensed Products (including all such manufacturing for use in Clinical Trials, GLP toxicology studies and for commercial sale), including all activities related to developing the process, analytics and formulation for the manufacture of clinical and commercial quantities of Licensed Compounds and/or Licensed Products, the production, manufacture, processing, filling, finishing, packaging, labeling, inspection, receiving, holding and shipping of Licensed Compounds and/or Licensed Products, or any raw materials or packaging materials with respect thereto, or any intermediate of any of the foregoing, including process and cost optimization, process qualification and validation, commercial manufacture, stability, in-process and release testing, quality assurance and quality control.

6.2 Compound Supply. Exscientia shall be responsible for the synthesis and supply to BMS of sufficient quantities of Licensed Compounds for the testing of Licensed Compounds in the performance of the Research Program in accordance with, and commensurate with the then-current stage of, the Research Plan. Upon request by BMS, Exscientia shall transfer to BMS Exscientia’s inventory of Licensed Compounds prepared by or for Exscientia in the conduct of the Research Program, provided that Exscientia shall retain that portion of such inventory required by Exscientia to fulfill its responsibilities under the Research Plan.

6.3 Third Party Manufacturing. BMS may exercise any of its manufacturing rights with respect to Licensed Compounds and Licensed Products through one or more Third Party manufacturers, provided that the Third Party manufacturer undertakes in writing obligations of confidentiality and non-use regarding Confidential Information of Exscientia that are substantially the same as (provided further, that the term of such Third Party’s obligations regarding the use and disclosure of Confidential Information and Information shall be as long as can be reasonably negotiated with such Third Party, but in any event no less than seven (7) years after the date of disclosure to the Third Party) those undertaken by the Parties pursuant to Article 12 hereof.

7. GRANT OF RIGHTS AND LICENSES

7.1 Licenses to BMS.

(a) Exscientia hereby grants to BMS an exclusive (even as to Exscientia, except as provided in Section 7.3), worldwide, royalty-bearing license, with the right to grant sublicenses through multiple tiers, as provided in Section 7.2, under the Exscientia Licensed IP to discover, research, Develop, make, have made, use, Commercialize, sell, offer for sale, export and import Target Compounds, Licensed Compounds and Licensed Products and Diagnostics for any of the foregoing in the Territory.

(b) Without limiting the license granted by Exscientia to BMS under Section 7.1(a), to the extent Exscientia makes any Exscientia Platform Technology available directly to BMS for any purpose under the Research Program, Exscientia hereby grants to BMS a non- exclusive, worldwide, non-sublicensable, royalty-free license under that Exscientia Platform IP to use the Exscientia Platform Technology provided by Exscientia directly to BMS solely for the purposes for which that Exscientia Platform Technology is provided by Exscientia directly to BMS.

- 32 -

(c) Without limiting the licenses granted by Exscientia to BMS under Section 7.1(a) and (b), Exscientia hereby further grants to BMS a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses through multiple tiers as provided in Section 7.2, under the Exscientia Licensed IP to make any starting materials and intermediates for Target Compounds, Licensed Compounds and Licensed Products and Diagnostics for any of the foregoing.

(d) Without limiting the licenses granted by Exscientia to BMS under Section 7.1(a), (b) and (c), Exscientia hereby further grants to BMS the worldwide, royalty-free right to use Licensed Compounds and any Exscientia Licensed IP for non-clinical research purposes in support of BMS research programs relating to the biology and/or the chemistry of Collaboration Targets. In the exercise of such right, BMS shall have the right to transfer Licensed Compounds and any Exscientia Licensed IP to a Third Party academic or other non-profit research institution collaborator (any such Third Party being a “Collaborator”), provided that:

(i) any such Collaborator shall be bound by obligations with respect to the use and disclosure of Exscientia Confidential Information to the same extent applicable to BMS under Article 12; and

(ii) any such Licensed Compound will be used by the Collaborator solely for the research purposes of modulating the applicable Collaboration Target in conducting research for the benefit of BMS, and shall not be used for any other purpose.

(e) Without limiting the licenses granted by Exscientia to BMS under Sections 7.1(a)-(d), Exscientia hereby grants to BMS a non-exclusive, non-sublicensable (except to subcontractors permitted under Section 3.10) royalty-free license under the Exscientia Licensed IP for BMS to conduct its obligations under the Research Program and this Agreement.

(f) Notwithstanding anything to the contrary in this Agreement or otherwise, on a Collaboration Target-by-Collaboration Target basis, the licenses granted under this Section 7.1 shall be perpetual and irrevocable upon the First Commercial Sale of a Licensed Product for such Collaboration Target.

7.2 Sublicensing by BMS. BMS shall have the right to sublicense any or all of the rights granted to it by Exscientia under this Agreement (other than any rights granted under Section 7.1(b)) to its Affiliates and/or to Third Parties. In connection with any such sublicensing and to the extent required to carry out the applicable sublicensing, BMS may disclose and provide to such permitted Sublicensees any applicable Exscientia Licensed Know-How and Exscientia Materials in connection therewith. BMS shall ensure that each of its Sublicensees is bound by a written agreement that is consistent with, and subject to the applicable terms and conditions of, this Agreement. In addition, BMS shall be responsible for the performance of any of its Sublicensees that are exercising rights under a sublicense of the rights granted by Exscientia to BMS under this Agreement, and the grant of any such sublicense shall not relieve BMS of its obligations under this Agreement, except to the extent they are satisfactorily performed by any such Sublicensee(s). Promptly following the execution of each sublicense to a Third Party as provided in this Section 7.2, BMS shall provide Exscientia with a copy of such sublicense agreement; provided that [****] may be redacted.

- 33 -

7.3 Licenses to Exscientia.

(a) Subject to the terms and conditions of this Agreement, BMS hereby grants to Exscientia a non-exclusive, worldwide, non-sublicensable (except to subcontractors permitted under Section 3.10), royalty-free license under the Exscientia Licensed IP licensed pursuant to Section 7.1(a) and the BMS Licensed IP solely for Exscientia to conduct its obligations under the Research Program and this Agreement, and not for any other purpose.

(b) Subject to the terms and conditions of this Agreement and without limiting the license granted by BMS to Exscientia under Section 7.3(a), BMS hereby grants to Exscientia a non-exclusive worldwide, non-sublicensable (except to subcontractors permitted under Section 3.10), royalty-free license under: (i) the BMS Compound IP; and (ii) any Intellectual Property Rights Controlled by BMS and/or its Affiliates other than BMS Licensed IP or BMS Compound IP made available by BMS and/or its Affiliates to Exscientia for any purpose under the Research Program (“BMS Provided IP”), to use the BMS Compound IP and BMS Provided IP solely for the purposes for which such BMS Compound IP and BMS Provided IP is provided by or on behalf of BMS to Exscientia.

7.4 No Other Rights. Except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by a Party to the other Party. All rights with respect to Information, Patent or other Intellectual Property Rights that are not specifically granted herein are reserved to the owner thereof.

7.5 Public Domain Information. Nothing in this Agreement shall prevent BMS or its Affiliates from using for any purpose any Information that is in the public domain.

7.6 Liens. Except to the extent permitted under Section 17.8, neither Party shall during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or, in the case of Exscientia, any of the Exscientia Licensed IP that is necessary for Exscientia or BMS to perform its obligations under this Agreement and/or that is necessary for the Development or Commercialization of one or more Target Compounds, Licensed Compounds and/or Licensed Products and/or Diagnostics for any of the foregoing. For sake of clarity, any breach of this sub-Section by Exscientia that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.

7.7 Assignment of Ex-US Product Specific Patents to BMS.

(a) Subject to Sections 7.7(c) and 13.9, Exscientia agrees to assign, and hereby does assign, one-half (1/2) of its right, title and interest in and to each Ex-US Product Specific Patent that is not a Joint Collaboration Patent to BMS so that, after such assignment, all Ex-US Product Specific Patents shall be jointly owned by Exscientia and BMS. With respect to any Ex-US Product Specific Patents existing as of the Effective Date, within ninety (90) days after the Effective Date, BMS shall provide to Exscientia and Exscientia shall execute and deliver to BMS, at BMS’ expense, mutually agreed upon documents in the forms required in the applicable jurisdictions in order to perfect the assignment to BMS of the one-half (1/2) interest in and to the Ex-US Product Specific Patents. For any Patents that become Ex-US Product Specific Patents after the Effective Date (i.e., by virtue of being filed after the Effective Date), Exscientia shall assign, and hereby does assign effective as of the date that such Patent becomes an Ex-US Product Specific Patent, one half (1/2) of its right, title and interest in and to each such Patents to BMS within ninety (90) days after such Patents are deemed to have become Ex-US Product Specific Patents. BMS shall provide to Exscientia and Exscientia shall execute and deliver to BMS, at BMS’ expense, mutually agreed upon documents in the forms required in the applicable jurisdictions in order to perfect the assignment to BMS of the one-half (1/2) interest in and to any post-Effective Date Ex-US Product Specific Patents. BMS shall be responsible for recording all such assignments and Exscientia shall reasonably cooperate, at BMS’ expense, with BMS’ efforts to do so. Notwithstanding such assignment, the Ex-US Product Specific Patents shall remain Exscientia Licensed Patents.

- 34 -

(b) The assignment of Ex-US Product Specific Patents to BMS pursuant to Section 7.7(a) shall in no way alter BMS’ royalty obligations with respect to such Ex-US Product Specific Patents as set forth in this Agreement. An Ex-US Product Specific Patent shall not become a Joint Collaboration Patent or a BMS Collaboration Patent by reason of the assignment contemplated by this Section 7.7, and shall at all times remain a Exscientia Licensed Patent that is a Product Specific Patent. In addition, (i) Exscientia shall have the right to exploit, license and grant a security interest in (in all cases, subject to and without limiting the terms and conditions of this Agreement, including Exscientia’s obligations and the rights and licenses granted to BMS under this Agreement, to the extent then in effect) the Ex-US Product Specific Patents without the consent of or a duty of accounting to BMS; (ii) BMS shall not practice the Ex-US Product Specific Patents outside the scope of the licenses granted to BMS in Article 7; (iii) BMS shall have the right to grant licenses under the Ex-US Product Specific Patents only in accordance with its sublicensing rights under Section 7.2, and BMS shall not encumber the Ex-US Product Specific Patents; and (iv) BMS shall not have any rights with respect to the Ex-US Product Specific Patents beyond the scope of the rights conferred pursuant to the license granted in Section 7.1.

(c) For any Patents that are not Joint Collaboration Patents that cease to be Ex-US Product Specific Patents at any time during the Term by virtue of an amendment of the claims (or following replacement or termination of the applicable Collaboration Target or termination under Article 13 of rights with respect to the applicable Ex-US Product Specific Patent), BMS shall assign, and hereby does assign effective as of the date that Exscientia notifies BMS in writing that such Patent is no longer a Ex-US Product Specific Patent, its entire right, title and interest in and to each such Patent to Exscientia or Exscientia’s designee, and BMS appoints, effective as of such date, Exscientia as its attorney in fact solely to make such re-assignments and authorizes Exscientia to make such re-assignments. In each case, BMS shall execute and deliver to Exscientia a deed(s) of such assignment, in a mutually agreeable form, within thirty (30) days after the date such Patent ceased to be a Ex-US Product Specific Patent. Exscientia shall be responsible for recording all such assignments and BMS and its successors and assigns shall (a) reasonably cooperate with Exscientia’s efforts to do so, including satisfying the assignment and recording requirements of relevant patent offices and (b) reimburse Exscientia for all expenses incurred by Exscientia in connection with this Section 7.7(c). In addition, BMS hereby grants Exscientia an exclusive, royalty-free, fully sublicensable license under its interest in each such former Ex-US Product Specific Patent during the period from the date such Patent ceased to be an Ex-US Product Specific Patent until such former Ex-US Product Specific Patent is actually re-assigned to Exscientia.

- 35 -

7.8 Certain Rights and Obligations under the Third Party License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply:

(a) Exscientia shall not enter into any Third Party License Agreement that (i) relates exclusively to the Research Program, a Licensed Compound or a Licensed Product or (ii) does not relate exclusively to the Research Program, a Licensed Compound or a Licensed Product but licenses to Exscientia any Information or any Patent that is necessary to discover, research, Develop, make, have made, use, Commercialize, sell, offer for sale, export and/or import Target Compounds, Licensed Compounds and/or Licensed Product or (iii) requires payments to be made by BMS for BMS’ Development or Commercialization of a Licensed Compound, in each case, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Where Exscientia fails to obtain such prior written consent, Exscientia shall be solely responsible for all payments due under such Third Party License Agreement, including those due for BMS’ Development or Commercialization of a Licensed Compound.

(b) Without limiting any other right or remedy of BMS under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any Third Party License Agreement that (i) relates exclusively to the Research Program, a Licensed Compound or a Licensed Product or (ii) does not relate exclusively to the Research Program, a Licensed Compound or a Licensed Product but licenses to Exscientia any Information or any Patent that is necessary to discover, research, Develop, make, have made, use, Commercialize, sell, offer for sale, export and/or import Target Compounds, Licensed Compounds and/or Licensed Product, in the event that Exscientia fails to perform any of its obligations, including any payment obligation, under that Third Party License Agreement (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by Exscientia), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of Exscientia. Such performance will be at Exscientia’s expense and Exscientia shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance other than the costs BMS agreed in writing prior to the execution of such Third Party License Agreement by Exscientia to pay after an agreed upon particular date provided such costs are incurred and paid by BMS to the Third Party licensor of such Third Party License Agreement after such date. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Exscientia under the Third Party License Agreements.

(c) Whenever Exscientia provides any report, notice or other communication to a Third Party Licensor relating to Licensed Compounds, Licensed Products and/or this Agreement in compliance with any of the obligations under the Third Party License Agreements, Exscientia shall provide a copy of such report or notice to BMS as soon as practicable prior to the provision thereof to such Third Party Licensor.

(d) Whenever Exscientia receives any report, notice or other communication relating to Licensed Compounds, Licensed Products and/or this Agreement (or otherwise relating to or impacting or potentially impacting the rights sublicensed to BMS under this Agreement) from an Third Party Licensor with respect to the applicable Third Party License Agreement (including any notice with respect to any default, breach or termination of the Third Party License Agreement), Exscientia shall as soon as practicable provide a copy of such report, notice or other communication to BMS.

- 36 -

(e) Exscientia shall not agree or consent to or enter into any amendment, supplement or other modification to the Third Party License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

(f) Exscientia shall not terminate, and shall not take or fail to take any action that would permit any Third Party Licensor to terminate, any Third Party License Agreement that (i) relates exclusively to the Research Program, a Licensed Compound or a Licensed Product or (ii) does not relate exclusively to the Research Program, a Licensed Compound or a Licensed Product but licenses to Exscientia any Information or any Patent that is necessary to discover, research, Develop, make, have made, use, Commercialize, sell, offer for sale, export and/or import Target Compounds, Licensed Compounds and/or Licensed Product (either unilaterally or by mutual agreement with the applicable Third Party Licensor), or any right thereunder, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to the rights sublicensed to BMS under this Agreement.

7.9 Restriction on Physical Transfer of Licensed Compounds to Third Parties by Exscientia. For avoidance of doubt, during the Term except with respect to a Terminated Target, Exscientia shall not physically transfer any Licensed Compounds to any Third Party (other than its Affiliates or, pursuant to Section 3.9, its Third Party subcontractors) without the prior written approval of BMS.

7.10 Exscientia Patents and Information not Controlled by Exscientia. Where there is any Patent or any Information owned by or licensed to Exscientia that encompass or relates to any Collaboration Target or Target Compound but is not Controlled by Exscientia or any Affiliate of Exscientia for the purposes of this Agreement due to a license granted to or an obligation owed to a Third Party, Exscientia shall notify BMS of such Patent or Information, and if BMS would like to include such Patent or Information in the licenses granted in Section 7.1, the Parties shall discuss how that could be accomplished, negotiate the terms and conditions for including such Patent or such Information in the licenses granted in Section 7.1, and Exscientia shall use its best efforts to include such Patent or such Information in the licenses granted in Section 7.1.

7.11 BMS Compounds. Where BMS provides a BMS Compound to Exscientia for use in the Research Program, such Compound shall remain a BMS Compound and shall be subject to any rights of any Third Party in connection with such Compound, including any obligation to assign or license any rights in or to any derivative or modification of such Compound to such Third Party. Before any Compound is provided to Exscientia for use in the Research Program, BMS shall inform Exscientia of any such rights a Third Party has in connection with such Compound, and Exscientia must agree in writing to provide such rights to such Third Party before such Compound can be used by Exscientia in the Research Program. Notwithstanding the foregoing, as between the Parties, any Information discovered, generated, invented, made, conceived or reduced to practice by or on behalf of a Party or its Affiliates, whether solely or jointly, constituting an improvement, derivation, enhancement or other modification to any BMS Compound, including any Compound that is a derivative or variant of such BMS Compound (each a “BMS Compound Invention”) shall be owned solely and exclusively by BMS and deemed the Confidential Information of BMS, and Exscientia shall, and hereby does, assign to BMS any and all of Exscientia’s right, title and interest in or to any BMS Compound Invention.

- 37 -

8. PAYMENTS

8.1 Upfront Payment. BMS shall pay Exscientia an upfront payment of thirty million Dollars ($30,000,000) within fifteen (15) Business Days of the Effective Date.

8.2 Research Program Costs. Except as otherwise set forth in this Agreement or as may be otherwise specifically agreed to in writing by Exscientia and BMS, each Party shall be responsible for its own costs and expenses that it incurs in connection with the conduct of the Research Program.

- 38 -

8.3 Development and Regulatory Milestone Payments.

(a) BMS shall pay to Exscientia one (1) of the two (2) milestone payments set forth in the table below for the achievement of each corresponding milestone event as described in the table below (with the milestone payment depending on whether the Licensed Compound to first achieve the milestone event is a Tier 1 Compound or a Tier 2 Compound) once per Collaboration Target within [****] days after the first achievement of the specified milestone event by BMS, its Affiliates or their Sublicensees.

Milestone Event	Milestone Payment for Tier 1 Compound in $ Millions	Milestone Payment for Tier 2 Compound in $ Millions
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
[****]	[****]	[****]
Total Milestones:	$97M	$107M

(b) “Initiation” as used above means the first dosing of the applicable Licensed Product in a human subject in the applicable Clinical Trial.

(c) The applicable milestone payment in the table above for the corresponding milestone event shall be payable by BMS to Exscientia once per Collaboration Target upon the first achievement of each such milestone event for the first Licensed Compound for such Collaboration Target (regardless of whether such Licensed Compound is a Tier 1 Compound or a Tier 2 Compound) to achieve such milestone event. For any subsequent Licensed Compound or Licensed Product for such Collaboration Target to achieve such milestone event, no milestone payment shall be due. For clarification, the Licensed Compound that achieves subsequent milestones may but does not have to be the same Licensed Compound as the Licensed Compound or Licensed Product that achieved the first milestone. As an example, if Licensed Compound 1 achieves milestone 1, and Licensed Compound 2 then achieves milestone 2 before Licensed Compound 1, BMS would be required to pay milestone 2 on the date that it is achieved by Licensed Compound 2, even if milestone 2 has not been achieved by Licensed Compound 1. Accordingly, if Licensed Compound 1 subsequently achieves milestone 2, BMS would not be required to pay milestone 2 again.

- 39 -

(d) NDA Approval, MAA Approval and JNDA Approval shall include any required pricing or reimbursement approval for the Product.

(e) BMS shall provide written notice to Exscientia within [****] Business Days after the achievement of each specified milestone event by BMS or its Affiliates and within [****] Business Days after each achievement of the specified milestone event by its Sublicensees or its Affiliates.

(f) All of the milestone payments above would be paid only once per Collaboration Target, regardless of whether the applicable Licensed Compound is approved for use in different indications, presentations, formulations, dosages or as a fixed dose combination product.

(g) The Lead Optimization milestone payment for a Collaboration Target is payable by BMS only if (i) a Licensed Compound meets the Lead Optimization Criteria and (ii) BMS elects to have Exscientia continue the Development of such Licensed Compound or BMS elects to take over the Development of such Licensed Compound. If BMS does not elect to have Exscientia continue or BMS to take over the Development of a Licensed Compound that meets the Lead Optimization Criteria, (i) BMS shall not be obligated to pay the Lead Optimization milestone payment for such Licensed Compound, (ii) BMS’ rights and licenses with respect to the Collaboration Target of such Licensed Compound shall terminate, (iii) such Collaboration Target shall cease to be a Collaboration Target, and (iv) BMS shall grant and hereby does grant Exscientia the license in Section 8.3(i) below. The Lead Optimization milestone payment is payable by BMS if it advances a Licensed Compound for a Collaboration Target into a Clinical Trial, regardless of whether that Licensed Compound (or another Licensed Compounds for that Collaboration Target) met the Lead Optimization Criteria.

(h) The Development Candidate milestone payment is payable by BMS only if (i) a Licensed Compound meets the Development Candidate Criteria and (ii) BMS elects to take over the Development of such Licensed Compound. If BMS does not elect to take over the Development of a Licensed Compound that meets the Development Candidate Criteria, (i) BMS shall not be obligated to pay the Development Candidate milestone payment for such Licensed Compound, (ii) BMS’ rights and licenses with respect to the Collaboration Target of such Licensed Compound shall terminate and such Collaboration Target shall cease to be a Collaboration Target, and (iv) BMS shall grant and hereby does grant Exscientia the license in Section 8.3(i) below. The Development Candidate milestone payment is payable by BMS if it advances a Licensed Compound for a Collaboration Target into a Clinical Trial, regardless of whether that Licensed Compound (or another Licensed Compound for that Collaboration Target) met the Development Candidate Criteria.

(i) If a Collaboration Target ceases to be a Collaboration Target under Section 4.1(b) or 4.1(c), 8.3(g) or 8.3(h) or otherwise ceases to be a Collaboration Target before any Licensed Compound for that Collaboration Target has met the Development Candidate Criteria (or has otherwise been advanced into Clinical Trials by BMS) for any reason other a Safety Reason, upon such Collaboration Target ceasing to be a Collaboration Target, BMS shall grant and hereby grants Exscientia a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to grant sublicenses through multiple tiers, under the BMS Licensed IP other than the BMS Materials (excluding, for the avoidance of doubt, any Intellectual Property Rights subsisting in any BMS Compounds and BMS Compound Inventions) that are necessary to research, Develop and Commercialize such Licensed Compound and other Licensed Compounds for such Collaboration Target.

- 40 -

8.4 Sales-Based Milestone Payments. For each Collaboration Target the following sales-based milestone payments shall be payable by BMS when the annual Net Sales (i.e., Net Sales in a given Calendar Year period) [****] in the Field in the Territory for such Collaboration Target by BMS, its Affiliates and Sublicensees first reach or exceed the specified thresholds.

Milestone Threshold	Milestone Payment
Annual worldwide Net Sales of [**] for a Collaboration Target are more than [] and [**] in a Calendar Year	[****]
Annual worldwide Net Sales of [**] for a Collaboration Target are [**] in a Calendar Year	[****]
Total Sales-Based milestone payments per Collaboration Target	[****]

Each of such sales based milestone payments shall be payable one-time for each Collaboration Target within [****] days following the end of the Calendar Year in which the annual Net Sales of all Licensed Products for such Collaboration Target first reach or exceed the corresponding Net Sales threshold.

8.5 Royalty Payments to Exscientia.

(a) General. Subject to the other provisions of this Article 8 and other provisions of this Agreement, in consideration of the licenses granted by Exscientia to BMS hereunder to the Exscientia Licensed IP, BMS shall pay to Exscientia royalties based on the Net Sales of each Licensed Product during the applicable Royalty Term for such Product. The royalty payable with respect to each particular Licensed Product shall be based on the level of Net Sales of such Licensed Product in the Territory in a given Calendar Year period by BMS, its Affiliates and Sublicensees, with the royalty rate tiered based upon the level of such worldwide Net Sales in such Calendar Year period, as described further below.

(b) Royalty on Licensed Products. BMS will pay to Exscientia a royalty on Net Sales of Licensed Products, on a Licensed Product-by-Licensed Product basis, by BMS, its Affiliates and Sublicensees in the Territory in the Field based on the Net Sales tiers and royalty rates as set forth in the table below (the “Base Royalty Rate”), subject to the reductions and offsets as may be applicable as set forth below in this Section 8.5. Royalties will be paid on the sale of a Licensed Product in a country during the Royalty Term for such Licensed Product in such country.

- 41 -

Royalty Table

Base Royalty Rate for each Licensed Product	Annual Net Sales (Determined Separately for Each Licensed Product)
[****]%	of the portion of annual worldwide Net Sales that are [****] in a Calendar Year;
[****]%	of the portion of annual worldwide Net Sales that are [****] in a Calendar Year; and
[****]%	of the portion of annual worldwide Net Sales that are [****] in a Calendar Year.

For clarity, the Net Sales thresholds in the table above shall be determined on a Licensed Product-by-Licensed Product basis. By way of example, if the aggregate Net Sales of a Licensed Product in the Territory in a particular Calendar Year are $2.2 billion, the amount of the royalties that would be payable for that period (without considering any applicable reductions or offsets under this Section 8.5) would be calculated as follows: [****].

(i) Exscientia shall bear all Third Party license payments, milestones, royalties and other payments owed with respect to a Licensed Compound or Licensed Product (including payments with respect to methods of making, using, selling, and/or identifying such Licensed Compounds and/or Licensed Products) involving intellectual property (including Patents) that: (A) is licensed or otherwise acquired by Exscientia as of the Effective Date (including, any payment obligations of Exscientia under the Third Party License Agreement), (B) is licensed or otherwise acquired by Exscientia after the Effective Date and is part of the Exscientia Platform IP, (C) is licensed or otherwise acquired by Exscientia after the Effective Date but is not part of the Exscientia Platform IP (including, any payment obligations of Exscientia under the Third Party License Agreement prior to BMS taking over Development of the relevant Licensed Compound or Licensed Product), and/or (D) is intellectual property that Exscientia received written notice of potential infringement from a Third Party prior to the Effective Date and did not disclose same to BMS in writing prior to the Effective Date. Exscientia shall bear all payment obligations to any Third Party Licensor based on or otherwise arising from any Third Party License Agreement unless in the case of (C) only, BMS has agreed in writing prior to the execution of such Third Party License Agreement by Exscientia and such Third Party Licensor to bear all or a portion of any such payment obligation after an agreed upon particular date, and if BMS has so agreed in writing, BMS shall reimburse Exscientia for all or such portion that is incurred and Exscientia pays to such Third Party Licensor after such particular date. By way of illustration, if BMS has agreed in writing prior to the execution of a Third Party License Agreement by Exscientia to be responsible for payments under such Third Party License Agreement with respect to a Licensed Compound after BMS takes over the Development of such Licensed Compound, then on and after the date on which BMS takes over Development of such Licensed Compound, if Development or Commercialization of such Licensed Compound by BMS requires Exscientia to make any payment under such Third Party License Agreement, BMS shall reimburse Exscientia for that payment to the extent it relates to that Licensed Compound.

- 42 -

(ii) Subject to Section 8.5(c)(i) and Section 9.8, in the event that, in BMS’ judgment, following consultation with Exscientia and taking into consideration Exscientia’s reasonable suggestions, BMS believes that it is necessary to obtain a license from any Third Party under any Patent in order to Develop, manufacture, import, sell, use or Commercialize any Licensed Compound or Licensed Product in any country, BMS’ royalty obligations set forth above shall be reduced by [****] percent [****] of the royalties paid by BMS to such Third Party on account of such license on sales of such Licensed Compound or Licensed Product in such country, provided that the royalties payable under Section 8.4 shall not be reduced in any such event below [****] percent [****] of the amount that would otherwise be due pursuant to Section 8.4(b) with respect such sales in any Calendar Quarter.

(iii) In no event shall any royalty rate on a Licensed Product in a country in a Calendar Quarter during the Royalty Term be reduced to less than [****] of the applicable royalty rate as a result of the application of this Section 8.5(c), Section 8.5(d) and 8.5(f). Any deductions from a royalty payment that are disallowed as a result of the preceding sentence will be carried over to subsequent royalty payments under Section 8.3 on sales of such Licensed Product anywhere in the Territory until the full amount that BMS would have been entitled to deduct (absent the above limitation) is deducted.

(d) Generic Competition. During the portion of the applicable Royalty Term in a particular country where there are one or more products being sold in such country that are Generic Products with respect to such Product, then the royalty rate used to calculate the royalty payable by BMS on Net Sales of such Licensed Product in such country shall be reduced as follows:

(i) by [****]%, in the event that in any Calendar Quarter such Generic Product(s), by unit equivalent volume in such country, exceed a [****]% and up to [****]% share of the market; and

(ii) by [****]%, in the event that in any Calendar Quarter such Generic Product(s), by unit equivalent volume in such country, exceed a [****]% share of the market.

All determinations of the unit equivalent volume of sales shall be identified and calculated based on relevant information published by a reputable Third Party data source chosen by BMS and reasonably acceptable to Exscientia, such as IQVIA, any successor to IQVIA, or any other similar Third Party source reasonably agreed upon by the Parties.

For purposes of this Section 8.5(d), “market” refers to the aggregate of the unit sales of all dosage strengths of the Generic Product(s) and the applicable Licensed Product in a country.

(e) One Royalty. For clarity, only one royalty shall be due to Exscientia with respect to the same unit of Licensed Product.

(f) Royalty Term and Royalty Reductions.

(i) Royalties payable by BMS to Exscientia under this Section 8.5 shall be paid on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (A) the expiration of the last to expire Valid Claim of the last to expire Exscientia Licensed Patent in such country where the use of the Licensed Product for the indication for which the Licensed Product has obtained Regulatory Approval or the sale of the applicable Licensed Product in the applicable country would infringe such Valid Claim but for the license granted to BMS under this Agreement or (B) expiration of any applicable regulatory, pediatric, orphan drug or data exclusivity (such period being the “Royalty Term” for a particular Product). Notwithstanding anything to the contrary in this Agreement, the tier royalty percentages in the Royalty Table above used to calculate the royalties payable by BMS on Net Sales of such Licensed Product in such country shall be reduced by [****]percent ([****]%) for the remaining part of the Royalty Term if and as soon as the condition in clause (A) is met provided that there is existing regulatory, pediatric, orphan drug or data exclusivity which has not yet expired. For clarity, BMS shall not owe royalties on a Licensed Product sold in a country after expiration of the Royalty Term for such Licensed Product in such country. No royalties shall be due or payable on any future sales of such Licensed Product in such country held in inventory as of the date of expiration of such Royalty Term. Upon the expiration of the Royalty Term with respect to a Licensed Product in a country, BMS shall have an irrevocable, perpetual, royalty-free and fully paid-up license under Section 7.1 to make, use, sell, offer for sale, import and commercialize such Licensed Product in such country.

- 43 -

(ii) For further clarity, in each country during any period of the Royalty Term where there is no Valid Claim of the Exscientia Licensed Patents in such country where the use of a Licensed Product for the indication for which such Licensed Product has obtained Regulatory Approval or the sale of the such Licensed Product in the applicable country would infringe such Valid Claim but for the license granted to BMS under this Agreement, then the applicable royalty rate as applied to calculate the royalty payable on Net Sales of such Licensed Product in such country shall be reduced to be [****]percent ([****]%) of the applicable Base Royalty Rate provided that there is existing regulatory, pediatric, orphan drug or data exclusivity which has not yet expired.

8.6 Offset for Payments to Third Party Licensors. In the event that BMS pays or is required to pay any royalties, milestones or other payments to any Third Party Licensor under Section 7.8(b), BMS may deduct from any payment owed to Exscientia hereunder, after all other applicable reductions, any such payment made by BMS to such Third Party Licensor.

8.7 Royalty Payments and Reports. All amounts payable to Exscientia pursuant to Section 8.5 shall be paid in Dollars within [****] days after the end of the Calendar Quarter in which the applicable Net Sales were recorded. Each payment of royalties shall be accompanied by a royalty report providing a statement, on a Product-by-Licensed Product and country-by-country basis, of: (a) the amount of Net Sales of Licensed Products in the Territory during the applicable Calendar Quarter, (b) a calculation of the amount of royalty payment due in Dollars on such Net Sales for such Calendar Quarter, including the exchange rates used and (c) the amount of withholding taxes, if any, required by Applicable Law to be deducted with respect to such royalties.

8.8 Payment Method. All payments due under this Agreement to Exscientia shall be made by electronic fund transfer in immediately available funds to an account designated by Exscientia. All payments hereunder shall be made in Dollars.

8.9 Taxes. Exscientia will pay any and all taxes levied on account of all payments it receives under this Agreement. If laws or regulations require that taxes be withheld with respect to any royalty payments by BMS to Exscientia under this Agreement, BMS will: (i) provide written notice to Exscientia of such withholding tax at least [****] days in advance of making any such payment; (ii) deduct those taxes from the remittable payment, (iii) pay the taxes to the proper taxing authority, and (iv) send evidence of the obligation together with proof of tax payment to Exscientia on a timely basis following that tax payment. Each Party agrees to cooperate with the other Party in claiming refunds or exemptions from such deductions or withholdings under any relevant agreement or treaty which is in effect. The Parties shall discuss applicable mechanisms for minimizing such taxes to the extent possible in compliance with Applicable Law. Exscientia will use commercially reasonable efforts to provide to BMS information that it reasonably requested by BMS, within its possession or control, and that is required by BMS under Applicable Law for tax reporting purposes. In addition, the Parties shall cooperate in accordance with Applicable Law to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes) in connection with this Agreement.

- 44 -

8.10 Royalty on Sublicensee Sales. BMS shall have the responsibility to account for and report sales of any Licensed Product by a Sublicensee on the same basis as if such sales were Net Sales by BMS. BMS shall pay to Exscientia such Sublicensee amounts when due under this Agreement.

8.11 Foreign Exchange. Conversion of sales recorded in local currencies to Dollars shall be performed in a manner consistent with BMS’ normal practices used to prepare its audited financial statements for internal and external reporting purposes.

8.12 Records. BMS shall keep, and shall cause its Affiliates and Sublicensees to keep, complete, true and accurate books of accounts and records sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. Such books and records shall be kept reasonably accessible and shall be made available for inspection for a [****] year period in accordance with Section 8.13 below.

8.13 Inspection of BMS Records. Upon reasonable prior notice, BMS shall permit an independent nationally recognized certified public accounting firm (subject to obligations of confidentiality to BMS), appointed by Exscientia and reasonably acceptable to BMS, to inspect the audited financial records of BMS to the extent relating to payments to Exscientia for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [****] years; provided that (i) such inspection shall not occur more often than once per Calendar Year, unless a material error is discovered as part of such inspection in which case Exscientia shall have the right to conduct a more thorough inspection for such period, (ii) Exscientia shall only be entitled to one (1) such inspection following expiration or termination of this Agreement and (iii) subject to the preceding clause (i), Exscientia shall be entitled to inspect such records for a particular time period for such purpose only once. Any inspection conducted under this Section 8.14 shall be at the expense of Exscientia, unless such inspection reveals any underpayment of the royalties due hereunder for the audited period by at least [****] percent ([****]%), in which case the full costs of such inspection for such period shall be borne by BMS. Any underpayment shall be paid by BMS to Exscientia within [****] days with interest on the underpayment at the rate specified in Section 8.15 from the date such payment was originally due, and any overpayment shall be credited against future amounts due by BMS to Exscientia.

8.14 Late Payments. Any payments or portions thereof due hereunder that are not paid on the date such payments are due under this Agreement shall bear interest at an annual rate equal to the lesser of: (a) [****] percentage point above the prime rate as published by Citibank, N.A., New York, New York, or any successor thereto, at 12:01 a.m. on the first day of each Calendar Quarter in which such payments are overdue or (b) the maximum rate permitted by Applicable Law; in each case calculated on the number of days such payment is delinquent.

8.15 Payments to or Reports by Affiliates. Any payment required under any provision of this Agreement to be made to either Party or any report required to be made by any Party shall be made to or by an Affiliate of that Party if designated in writing by that Party as the appropriate recipient or reporting entity.

- 45 -

8.16 Inventor Compensation. Each Party shall be responsible for and shall bear all costs associated with any Inventor Compensation for any employees of such Party or any of its Affiliates (and/or of any Third Party contractors of such Party or any of its Affiliates), whether employed at any time prior to the Effective Date or during the Term of the Agreement. For avoidance of doubt, for purposes of this Section 8.16, Exscientia shall not be considered a Third Party contractor of BMS, and BMS shall not be considered a Third Party contractor of Exscientia. In addition, as between the Parties, Exscientia shall be responsible for and shall bear all costs associated with any Inventor Compensation for any other developers or inventors of the Exscientia Licensed IP and the Exscientia Platform IP developed or invented as of the Effective Date. “Inventor Compensation” means any compensation that is or may in the future become payable for or based upon the use and/or exploitation of the Exscientia Licensed IP, Exscientia Platform IP, Collaboration Targets, Licensed Compounds and/or Licensed Products, including the use or commercial exploitation of Exscientia Licensed IP, Collaboration Targets, Licensed Compounds and/or Licensed Products by BMS pursuant to this Agreement or the use or exploitation of the Exscientia Platform IP by Exscientia.

9. PATENT PROSECUTION AND ENFORCEMENT

9.1 Inventorship. Inventorship of inventions conceived of and/or reduced to practice during the Term in connection with performance of the Research Program or other activity or obligation under this Agreement will be determined in accordance with U.S. patent laws. This Agreement will be understood to be a joint research agreement under 35 U.S.C. § 102(c) entered into for the purpose of researching, identifying and developing Licensed Compounds and Licensed Products under the terms set forth herein.

9.2 Ownership.

(a) Ownership of Inventions and Information. As between the Parties, BMS will own all BMS Collaboration Inventions and all BMS Collaboration Patents. As between the Parties, Exscientia will own all Exscientia Collaboration Inventions and all Exscientia Collaboration Patents. BMS and Exscientia will jointly own all Joint Collaboration Inventions and all Joint Collaboration Patents. In addition, BMS will own all Information and Materials solely conceived of or solely generated by or on behalf of BMS or which relate exclusively to a BMS Compound, Exscientia will own all Information and Materials solely conceived of or solely generated by or on behalf of Exscientia, and the Parties will jointly own all Information and Materials jointly conceived of or jointly generated by or on behalf of both Parties. For clarity, Information that relates exclusively to a BMS Compound as defined in this Agreement shall be owned by BMS.

(b) Exceptions. As set forth in Section 7.7, Exscientia hereby assigns one-half (1/2) of its right, title and interest in and to each Ex-US Product Specific Patent Controlled by Exscientia to BMS.

9.3 Prosecution.

(a) Control of Prosecution. As between the Parties, in all jurisdictions in the Territory, (i) BMS will have the sole and exclusive right, but not the obligation, to Prosecute the BMS Collaboration Patents, the BMS Compound Patents and the Product Specific Patents; (ii) Exscientia will have the sole and exclusive right, but not the obligation, to Prosecute any Background Patents that are not Product Specific Patents and Exscientia Collaboration Patents that are not Product Specific Patents; and (iii) BMS will have the first right, but not the obligation, to Prosecute the Joint Collaboration Patents that are not Product Specific Patents, and Exscientia will have a back-up right to these activities.

- 46 -

(b) Where Exscientia has a back-up right to Prosecute Patents under Section 9.3(a), the Party leading the Prosecution activities shall (i) keep the other Party informed as to material developments, including by providing copies of all substantive office actions, examination reports, communications and any other substantive documents to or from any patent office or court; (ii) consult with the other Party, including in connection with filing strategy and prosecution; (iii) provide the other Party with a reasonable opportunity to comment substantively prior to taking material actions (including the filing of initial applications); and (iv) in good faith consider any reasonable comments made by and actions recommended by the other Party; provided, however, that the other Party does so consistent with any applicable deadlines; provided, further, that the Party leading the Prosecution shall in any event have final decision-making authority with respect to such Prosecution activities.

(c) Costs. Each Party shall bear and be solely responsible for all costs it incurs after the Effective Date in connection with Prosecution under this Section 9.3.

(d) Cooperation. The Parties shall reasonably cooperate with one another with respect to Prosecution activities under this Section 9.3, including, for example, by executing powers of attorney. Each Party agrees to make its employees, agents, and consultants reasonably available to the other Party (and to the other Party’s authorized attorneys, agents or representatives) to enable the other Party to undertake such activities.

(e) Data. (i) BMS will decide whether and how data constituting Background Know-How or Collaboration Know-How in each instance that reasonably relates to a Collaboration Target, Licensed Compound, and/or Licensed Product or constituting BMS Compound Know-How may be included in any Patents, and all data, results and information in the Licensed Compound Data Package transferred to BMS may be used freely by BMS and BMS shall decide on how to use such Information in support of any Prosecution under this Section 9.3. (ii) Exscientia will decide whether and how data constituting Background Know-How or Collaboration Know-How in each instance that does not reasonably relate to a Collaboration Target, Licensed Compound, or Licensed Product may be included in any Patents. (iii) In making decisions under this Section 9.3(e), the Parties shall coordinate and collaborate with one other.

(f) Patent Term Restoration. BMS shall have the sole and exclusive right, but not the obligation, to identify the Patent(s) that will receive any patent term restoration (including patent term extensions and supplemental protection certificates) with regard to any and all Licensed Products, except that BMS may exercise this sole and exclusive right as to a Patent Controlled by Exscientia only if such Patent is (i) a Product Specific Patent and/or (ii) a Patent claiming Information that is necessary for the Development or Commercialization of a Licensed Product (each such Patent, an “Exscientia PTR Patent”). Once a Patent is identified pursuant to this right for patent term restoration with regard to a Licensed Product, the Parties will cooperate to seek and procure such patent term restoration, including by executing and providing any necessary documents. BMS may request that Exscientia obtains patent term restoration for a Patent Controlled by Exscientia that is not an Exscientia PTR Patent, but Exscientia has the sole and exclusive right to decide whether any patent term restoration will be sought for any such Patents. In addition, Exscientia covenants that no patent term restorations (including patent term extensions and supplemental protection certificates) will be sought or procured for any Exscientia PTR Patent with regard to any pharmaceutical product, without the prior written consent of BMS, not to be unreasonably withheld, conditioned, or delayed.

- 47 -

9.4 Patent Defense and Enforcement.

(a) Control of Defense and Enforcement. As between the Parties, in all jurisdictions in the Territory, (i) BMS will have the sole and exclusive right, but not the obligation, to Defend and Enforce the BMS Collaboration Patents, the BMS Compound Patents, the Product Specific Patents, and the Joint Collaboration Patents in all proceedings; (ii) Exscientia will have the sole and exclusive right, but not the obligation, to Defend and Enforce any Background Patents that are not Product Specific Patents and any Exscientia Collaboration Patents that are not Product Specific Patents in any actions or proceedings that are not primarily related to a Licensed Compound or a Licensed Product (including generics or biosimilars of such products); (iii) BMS will have the sole right, but not the obligation, to Defend and Enforce any Background Patents that are not Product Specific Patents and any Exscientia Collaboration Patents that are not Product Specific Patents in any actions or proceedings that are primarily related to a Licensed Compound or a Licensed Product (including generics or biosimilars of such products).

(b) Costs. Each Party shall bear and be solely responsible for all costs it incurs after the Effective Date in connection Defense and Enforcement under this Section 9.4.

(c) Cooperation. The Parties shall reasonably cooperate with one another with respect to Defense and Enforcement under this Section 9.4, including, for example, by joining an action as a party to the action if required by Applicable Law for standing. Each Party agrees to make its employees, agents, and consultants reasonably available to the other Party (and to the other Party’s authorized attorneys, agents or representatives) to enable the other Party to undertake such activities.

(d) Notification. The Parties will promptly notify each other of (i) any actual, threatened, alleged or suspected infringement by a Third Party of any Exscientia Licensed Patents or BMS Licensed Patents, including, for example, receipt or knowledge of a paragraph IV patent certification by a Third Party filing an ANDA or an application under section 505(b)(2) of the FD&C Act; and (ii) any actual, threatened, alleged or suspected challenge of any Exscientia Licensed Patents or BMS Licensed Patents. Such notification and copies will be sent by facsimile and overnight courier to BMS at the address set forth below, and to Exscientia at the address specified in Section 17.5.

Bristol-Myers Squibb Company

[****]

(e) Settlement. A settlement, consent judgment, or other voluntary final disposition of an action or proceeding with respect to Defense and Enforcement under this Section 9.4 may be entered into by the Party that is controlling the Defense or Enforcement without the consent of the other Party; provided, however, that any such settlement, consent judgment or other voluntary final disposition of any action or proceeding shall not, without the prior written consent of such other Party, (i) impose any liability or obligation on such other Party or any of its Affiliates; (ii) conflict with or reduce the scope of the subject matter claimed in the applicable Patent; (iii) include the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the rights or licenses granted to such other Party under this Agreement; or (iv) otherwise adversely affect the rights of such other Party under this Agreement in any respect.

- 48 -

(f) Recoveries. The Party that is controlling the Defense or Enforcement of a Patent under this Section 9.4 will receive one-hundred percent (100%) of any monetary damages that are recovered and are tied to that Patent. Any recoveries for lost revenues due to infringing activities will be treated as Net Sales of the relevant Licensed Product.

9.5 Third Party Rights.

(a) The Parties will promptly notify each other of any written allegation that any activity pursuant to this Agreement infringes the Patent rights of any Third Party.

(b) Subject to Section 9.5(c), (d) and (e), with respect to any Third Party Patent under Section 9.5(a), BMS will have the first right to pursue, at its expense, obtaining a license with respect to such Third Party Patent rights to the extent that such Patent rights Cover the composition, formulation, method of use and/or method of manufacture of any Licensed Compound and/or Product. Subject to Section 9.5(c), (d) and (e), in the case where BMS elects not to obtain such a license, Exscientia shall have the right to pursue, at its expense, obtaining a license with respect to such Third Party Patent.

(c) Notwithstanding the foregoing, in the case a claim of infringement of a Patent is brought against a Party in a suit or other action or proceeding with respect to any Third Party Patent under Section 9.5(a), such Party will have the right, at its own expense and by counsel of its own choice, to prosecute and defend any such claim in such suit or other action or proceeding. If both Parties are named, the Parties shall meet and determine who is best situated to lead any such suit or other action or proceeding.

(d) Without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), neither Party will settle any claim under this Section 9.8 in any manner that would (i) limit or restrict the ability of BMS (or its Affiliates or Sublicensees, as applicable) to manufacture, sell or Commercialize Licensed Products anywhere in the Territory or (ii) impose any obligation, restriction or limitation on the other Party.

(e) The Parties will cooperate in all respects with one another in prosecuting or defending any action pursuant to this Section 9.5.

9.6 Disclosure of Inventions. To the extent relating to any Collaboration Target, Licensed Compound or Licensed Product (including methods of making a Licensed Compound), each Party will promptly disclose to the other Party all invention disclosures submitted to such Party by its or its Affiliates’ employees describing Collaboration Inventions. Each Party will also respond promptly to reasonable requests from the other Party for more Information relating to such inventions.

- 49 -

9.7 Personnel Obligations. Prior to receiving any Confidential Information or beginning work under this Agreement relating to any discovery or research of a Collaboration Target or to any discovery, research, Development or Commercialization of a Licensed Compound or a Product, each employee, agent or independent contractor of BMS or Exscientia or of either Party’s respective Affiliates will be bound in writing by non-disclosure and invention assignment obligations which are consistent with the obligations of BMS or Exscientia under this Agreement (provided that where necessary in the case of a Third Party (i) such Third Party shall agree to grant BMS or Exscientia, as the case may be, an exclusive license with the right to grant sublicenses with respect to resulting inventions and Patents and (ii) the term of such Third Party’s obligations regarding the use and disclosure of Confidential Information and Information shall be as long as can be reasonably negotiated with such Third Party, but in any event no less than seven (7) years after the date of disclosure to the Third Party).

9.8 Further Action. Each Party will, upon the reasonable request of the other Party, provide such assistance and execute such documents as are reasonably necessary for such Party to exercise its rights and perform its obligations pursuant to this Article 9; provided, however, that neither Party will be required to take any action pursuant to Article 9 that such Party reasonably determines in its sole judgment and discretion conflicts with or violates any applicable court or government order or decree or Applicable Law.

9.9 Disputes Regarding Valid Claim and Inventorship. As set forth in the definition of Valid Claim, disputes between the Parties as to whether a claim of a pending application within the Exscientia Licensed Patents is a Valid Claim shall be resolved by arbitration pursuant to Section 16.2 with the/each arbitrator being an attorney having appropriate expertise in patent law. In addition, any dispute between the Parties regarding the inventorship of Collaboration Inventions shall be determined in accordance with U.S. patent law and resolved by arbitration pursuant to Section 16.2 with the/each arbitrator being an attorney having appropriate expertise in U.S. patent law. Accordingly, such disputes under this Section 9.9 shall be treated as a Dispute subject to resolution under Section 16.2. In the case of any such dispute under this Section 9.9, prior to any such arbitration, the Parties shall first meet (through their Patent Contacts and other representatives) and discuss in good faith a possible resolution of such dispute.

10. TRADEMARKS

10.1 Licensed Product Trademarks. BMS shall have the sole and exclusive rights, but not the obligation, to select (including the creation, searching and clearing), register, maintain, police and enforce all trademarks for use in connection with the marketing, sale or distribution of Licensed Products in the Field in the Territory, including the brand name of any Licensed Products (collectively, the “Licensed Product Marks”). BMS and/or its Affiliates shall own all Licensed Product Marks, and all trademark registrations for said marks.

10.2 Use of Name. Neither Party shall, without the other Party’s prior written consent, use (a) any trademarks or other marks of the other Party (including the other Party’s corporate name), or (b) any trademarks, advertising taglines or slogans confusingly similar thereto, except as may be expressly authorized in writing in connection with activities under this Agreement and except to the extent required to comply with Applicable Law.

10.3 Further Actions. Each Party shall, upon the reasonable request of the other Party, provide such assistance and execute such documents as are reasonably necessary for such Party to exercise its rights and/or perform its obligations pursuant to this Article 10; provided, however, that neither Party shall be required to take any action pursuant to Article 10 that such Party reasonably determines in its sole judgment and discretion conflicts with or violates any applicable court or government order or decree or Applicable Law.

- 50 -

11. EXCLUSIVITY

11.1 Exscientia Exclusivity. During the Term, for as long as a Collaboration Target is a Collaboration Target, Exscientia shall not, whether alone, with any Affiliate or any Third Party, engage directly or indirectly in the research, discovery, development, exploitation or commercialization anywhere in the Territory of (a) any Target Compound for such Collaboration Target, (b) any product constituting, incorporating, comprising or containing a Target Compound for such Collaboration Target, or (c) any Compound that binds to, modulates, is designed to bind to, or is designed to modulate such Collaboration Target (excluding, for the avoidance of doubt, a previously designated Collaboration Target replaced in accordance with Section 3.3).

11.2 Assignment, Transfer or Other Disposal of Rights; License. During the Term, for as long as a Collaboration Target is a Collaboration Target, Exscientia shall not (except for the rights granted to BMS hereunder) (a) sell, assign, transfer, convey, encumber or otherwise dispose of any of its rights, title and interest in and to such Collaboration Target, any Target Compound for such Collaboration Target (including, for clarity, any Diagnostic for any such Target Compound), or any product constituting, incorporating, comprising or containing any Target Compound for such Collaboration Target; or (b) grant a license, sublicense or other rights to any Third Party (or grant options to any such Third Party) to discover, research, develop, manufacture, commercialize or otherwise exploit any Target Compound for such Collaboration Target or any product constituting, incorporating, comprising or containing any Target Compound for such Collaboration Target, other than engaging Third Party subcontractors for the performance of the Research Program pursuant to this Agreement (in accordance with the Research Plan). For clarity, Exscientia may not license any Exscientia Licensed IP if such license would prevent BMS from obtaining or maintaining those rights specified in and pursuant to this Agreement, including the licenses to BMS set forth in Article 7, or prevent Exscientia from being able to perform its obligations under this Agreement.

11.3 Exceptions for Exscientia Acquired Programs and Acquirer Programs.

(a) Notwithstanding Sections 11.1 and 11.2, in the event that:

(i) Exscientia or any of its Affiliates acquires a Third Party (by merger, sale, consolidation, reorganization, or other similar transaction) so that such Third Party becomes an Affiliate of Exscientia, or Exscientia or any of its Affiliates acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof), and as of the date of such acquisition such Third Party has, or the acquired assets contain, a program or product that existed prior to such acquisition that would otherwise violate Section 11.1 or 11.2 (an “Acquired Program”), then: Exscientia shall not be deemed to be in violation of Section 11.1 or 11.2 provided that (A) Exscientia promptly offers to BMS such program or product for inclusion under this Agreement, (B) upon receipt of such notice, BMS shall have the right, in its sole discretion, to include such program or product under this Agreement, and (C) (1) if BMS elects to include such program or product, then each product under such program, or each such product, as applicable, shall be deemed a Licensed Compound and/or Licensed Product, as applicable, subject to the terms and conditions of this Agreement or (2) if BMS elects not to include such program or product, then Exscientia shall nevertheless be deemed not to be in violation of Section 11.1 or 11.2 so long as Exscientia either (I) divests its rights to such Acquired Program in accordance with Section 11.3(b), or (II) terminates such Acquired Program in accordance with Section 11.3(c), and in each case ((I) or (II)), provides prompt written notice to BMS within thirty (30) days after the closing of the acquisition of such Acquired Program and whether Exscientia is electing (I) or (II); or

- 51 -

(ii) (A) Exscientia is acquired by a Third Party pursuant to a Change of Control Transaction so that such Third Party becomes an Affiliate of Exscientia or Exscientia ceases to exist (e.g., as a result of being merged into such Third Party or an Affiliate of such Third Party) and (B), as of the date of such acquisition, such Third Party or any Affiliate of such Third Party has a program or product that would otherwise violate Section 11.1 or 11.2 (the program or product under this clause (ii), an “Acquirer Program”), then:

(1) if [****] have been met for the Collaboration Target that is the same Target as the Target for the Acquirer Program (or [****]), Exscientia or such Third Party shall not be deemed to be in violation of Section 11.1 or 11.2 and Exscientia shall segregate such Acquirer Program in accordance with Section 11.3(d); and

(2) if [****] have not been met and [****], Exscientia or such Third Party shall not be deemed to be in violation of Section 11.1 or 11.2 provided that such Third Party either (I) divests its rights to such Acquirer Program in accordance with Section 11.2(b), (II) terminates such Acquirer Program in accordance with Section 11.2(c) or (III) [****], and in each case ((I), (II) or (III)), Exscientia or such Third Party provides prompt written notice to BMS within thirty (30) days after the closing of the acquisition of Exscientia whether such Third Party is electing (I), (II) or (III). For the avoidance of doubt, where [****] have not been met and [****] and [****], the Third Party acquirer must either divest or terminate such Acquirer Program. For the further avoidance of doubt, whenever [****], then the Third Party Acquirer shall not be required to divest or terminate such Acquirer Program and may retain such Acquirer Program provided it segregates such Acquirer Program in accordance with Section 11.3(d).

(b) Divestment of Acquired Program or Acquirer Program. If Exscientia (or its Affiliate) or the applicable Third Party acquirer elects to divest its rights to an Acquired Program or Acquirer Program, as applicable, then Exscientia (and its Affiliates, if applicable) or the applicable Third Party will divest all rights in such Acquired Program or Acquirer Program to a Third Party within [****] after the closing of the applicable acquisition under Section 11.3(a); provided that, for so long as Exscientia or its Affiliates retain such Acquired Program or Acquirer Program, Exscientia shall ensure that such Acquired Program or Acquirer Program is segregated in accordance with Section 11.3(d).

(c) Termination of Acquired Program or Acquirer Program. If Exscientia (or its Affiliate) elects to terminate the Acquired Program or Acquirer Program, as applicable, then Exscientia (and its Affiliates, if applicable) will cease any activities under such Acquired Program or Acquirer Program as soon as reasonably practicable and in any event within [****] days of the closing of the applicable acquisition under Section 11.3(a), giving due consideration to ethical concerns and requirements under Applicable Law; provided that, for so long as Exscientia or its Affiliates continues such Acquired Program or Acquirer Program, Exscientia or the Third Party, as applicable, shall ensure that such Acquired Program or Acquirer Program is segregated in accordance with Section 11.3(d).

- 52 -

(d) Segregation of Programs. If: (A) Exscientia or the Third Party, as applicable, has elected to divest or terminate an Acquired Program or Acquirer Program in accordance with Section 11.3(b) or 11.3(c), then solely during the applicable divestiture or termination period as set forth above or (B) the Third Party acquirer is permitted to retain and segregate an Acquirer Program under Section 11(a)(ii), Exscientia or such Third Party shall not be deemed to be in violation of Section 11.1 or 11.2 and Exscientia or such Third Party may conduct such Acquirer Program or Acquired Program, as applicable, subject to this Section 11.3(d); provided that Exscientia or such Third Party shall ensure that (i) none of the Exscientia Licensed IP, Collaboration IP or Confidential Information of BMS will be used in the Acquirer Program or Acquired Program (including that none of the Exscientia Licensed IP, Collaboration IP or Confidential Information of BMS will be provided to any personnel working on the Acquirer Program or Acquired Program); (ii) no personnel of Exscientia, including any employee, contractor or consultant of Exscientia, as of the date of the consummation of the transaction involving the Acquired Program or Acquirer Program shall be allowed to work on the Acquired Program or Acquirer Program; (iii) the Acquirer Program or Acquired Program, as applicable, will be conducted separately from any activities conducted under this Agreement (including the conduct of the Research Program), including the maintenance of separate lab notebooks and records and utilization of separate personnel; and (iv) Exscientia or such Third Party will put in place firewalls and other protections reasonably acceptable to BMS that are reasonably designed to ensure that the foregoing clauses (i)-(iii) are complied with.

(e) If, pursuant to Section 11(a)(ii), the Third Party acquirer is permitted to retain and segregate an Acquirer Program, (i) BMS shall have the right, in its sole discretion, of taking over the Development of all Target Compounds being Developed under this Agreement for the Collaboration Target that is the same Target as the Target for the Acquirer Program (but, for the avoidance of doubt, not the Target Compounds being Developed by such Third Party acquirer for such Acquirer Program), and (ii) for any Target that becomes an Additional Target after the Effective Date, BMS shall have the right, in its sole discretion to designate such Target as an Additional Target without paying the target designation fee under Section 3.3(a).

12. CONFIDENTIALITY

12.1 Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party (the “Receiving Party”) agrees that, for the Term and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder) any Confidential Information furnished to it by the other Party (the “Disclosing Party”) pursuant to this Agreement except for that portion of such Information that the Receiving Party can demonstrate by competent written proof:

(a) was already known to the Receiving Party or any of its Affiliates without any obligation of confidentiality or restriction on use with respect thereto at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;

- 53 -

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement;

(d) is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party without any obligation of confidentiality or restriction on use with respect thereto; or

(e) is subsequently independently discovered or developed by the Receiving Party or its Affiliate without the aid, application, or use of Confidential Information of the Disclosing Party.

To the extent relating specifically to Licensed Compounds or Licensed Products, all Information generated by Exscientia in the performance of the Research Program or otherwise disclosed by Exscientia in connection with the conduct of the Parties under this Agreement shall be treated as the Confidential Information of BMS for so long as this Agreement is in effect with respect to such Licensed Compounds and Licensed Products. Each Party agrees that it shall provide or permit access to Confidential Information of the other Party only to recipients to the extent as expressly permitted under this Agreement, who have a need to know such Confidential Information to assist the receiving Party with the activities contemplated or required of it by this Agreement and who are subject to written obligations of confidentiality and non-use with respect to such Confidential Information at least equivalent in scope as and no less restrictive than the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 12.1; provided that each Party shall remain responsible for any failure by any such recipient to treat such Confidential Information as required under this Section 12.1.

12.2 Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:

(a) filing or prosecuting Patents in accordance with Article 9;

(b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Licensed Compound or Product, as required in connection with any filing, application or request for Regulatory Approval, provided that reasonable measures will be taken to assure confidential treatment of such information;

(d) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges;

(e) disclosure to its Affiliates, employees, agents, independent contractors and any Sublicensees only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by written obligations of confidentiality and non-use at least equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of Confidential Information shall be as long as can be reasonably negotiated with such disclosee, but in any event no less than seven (7) years after the date of disclosure to the disclosee;

- 54 -

(f) in the case of Exscientia, disclosure of the stage of Development of Licensed Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of such Confidential Information shall be no less than [****] years after the date of disclosure to the disclosee;

(g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of such Confidential Information shall be no less than seven (7) years after the date of disclosure to the disclosee; and

(h) disclosure pursuant to Section 12.5.

Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Nothing in Section 12.1 or 12.2 shall limit either Party in any way from disclosing to any Third Party such Party’s U.S. or foreign income tax treatment and the U.S. or foreign income tax structure of the transactions relating to such Party that are based on or derived from this Agreement, as well as all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure, except to the extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

12.3 Publicity; Terms of Agreement.

(a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 12.2 and this Section 12.3. Except as set forth in Sections 12.3(b) and 12.3(c), each Party agrees not to issue any press release or other public announcement disclosing the terms of this Agreement or the transaction contemplated hereby without the prior written consent of the other Party. The Parties have agreed that Exscientia may make a public announcement of the execution of this Agreement substantially in the form of the press release attached as Exhibit E on or after the Effective Date. Exscientia agrees to provide BMS at least twenty-four (24) hours notice prior to issuing such press release.

(b) Each Party may disclose the terms of this Agreement in the case of a press release or governmental filing (including any prospectus in connection with an IPO or other securities offering) to the extent required by Applicable Law (where reasonably advised by the disclosing Party’s counsel), provided that the disclosing Party shall give prior advance notice (to the extent it reasonably can) of the proposed text of such release or filing to the other Party for its prior review but shall not be required to obtain approval therefor.

- 55 -

(c) The Parties acknowledge that either or both Parties may be obligated to file under Applicable Law a copy of this Agreement with the SEC or other Governmental Authorities. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of at least the financial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably available to such Party. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party intends to seek confidential treatment not less than [****] Business Days prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), and shall reasonably consider the other Party’s comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed, and shall only disclose Confidential Information which it is advised by counsel or the applicable Governmental Authority is legally required to be disclosed. No such notice shall be required under this Section 12.3(c) if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by either Party hereunder or otherwise approved by the other Party.

(d) Each Party shall require each of its Affiliates and private investors to which Confidential Information of the other Party is disclosed as permitted hereunder to comply with the covenants and restrictions set forth in Sections 12.1 through Section 12.3 as if each such Affiliate and each such investor were a Party to this Agreement and shall be fully responsible for any breach of such covenants and restrictions by any such Affiliate or investor.

12.4 Publications. Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC or other Governmental Authorities or stock exchanges and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Exscientia’s Confidential Information without Exscientia’s prior written consent, and Exscientia shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5.

- 56 -

Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Licensed Compound or Licensed Product, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Licensed Compounds and Licensed Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.

12.5 Publication and Listing of Clinical Trials and Compliance with other Policies, Orders and Agreements. Each Party agrees to comply, with respect to the Licensed Compounds and Licensed Products and to the extent applicable to its activities conducted under this Agreement, with (a) the Pharmaceutical Research and Manufacturers of America (PhRMA) Guidelines on the listing of Clinical Trials and the Publication of Clinical Trial results, (b) any applicable court order, stipulations, consent agreements and settlements entered into by such Party, and (c) BMS’ Research and Development policy concerning Clinical Trials Registration and Disclosure of Results as amended from time to time and other BMS policies or other policies adopted by it for the majority of its other pharmaceutical products with regard to the same (to the extent the same either are not in direct conflict with the documents referred to in clauses (a) and (c) above and, in the case of Exscientia, to the extent such policies are provided by BMS to Exscientia in writing prior to requiring their implementation under this Agreement).

12.6 Effect of Change of Control of Exscientia. If Exscientia or any of its Affiliates merges or consolidates with, is otherwise acquired by, or acquires, a Third Party (including through a Change of Control Transaction), Exscientia shall take reasonable steps to limit data access and sharing between Exscientia personnel working on the Research Program or having access to data from the Research Program or any BMS Confidential Information and Exscientia personnel working on other research programs.

12.7 Termination of Prior CDA. This Agreement terminates, as of the Effective Date, the Prior CDA. All Information exchanged between the Parties under the Prior CDA shall be deemed Information exchanged under this Agreement, and shall be subject to the terms and conditions of this Agreement.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to this Article 13, shall continue, on a Licensed Product-by-Licensed Product and country-by-country basis until such time as neither Party has any obligation to the other under this Agreement in such country with respect to such Licensed Product (the “Term”).

13.2 Termination by BMS at Will or for Safety Reasons.

(a) Termination by BMS at Will. BMS shall have the right to terminate this Agreement as a whole or on a country-by-country and/or Collaboration Target-by-Collaboration Target basis upon [****] months prior written notice to Exscientia in the case where Regulatory Approval has not been obtained for any applicable Licensed Product in either the U.S. or the EU, or upon [****] months prior written notice to Exscientia in the case where Regulatory Approval has been obtained in either the U.S. or the EU for an applicable Product. Following any such notice of termination under this Section 13.2(a), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination with respect to this Agreement as a whole, or the applicable Collaboration Target(s) if terminated with respect to one or more Collaboration Target(s); provided, however, that (i) during the period between the notice of termination under this Section 13.2(a) and the effective date of termination, Exscientia’s diligence obligations under Sections 3.1, 3.7 and 4.1 and BMS’ diligence obligations under Sections 3.7, 4.1 and 5.1 shall not apply and (ii) [****].

- 57 -

(b) Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Licensed Compound-by-Licensed Compound, Licensed Product-by-Licensed Product or Collaboration Target-by-Collaboration Target basis as to the entire Territory or with respect to any country (on a country-by-country basis) upon written notice to Exscientia based on Safety Reasons. Upon such termination for Safety Reasons, BMS (or the applicable Affiliate or Sublicensee of BMS) shall be responsible, at its expense, for the wind-down of any Development of the applicable Licensed Compound or Licensed Product (including any Clinical Trials for the applicable Licensed Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Licensed Product. Such termination shall become effective upon the date that BMS notifies Exscientia in writing that such wind-down is complete. Following any such notice of termination under this Section 13.2(a), no milestone payments under Section 8.3 will be due on milestones achieved during the period between the notice of termination and the effective date of termination provided that, during the period between the notice of termination under this Section 13.2(b) and the effective date of termination, Exscientia’s diligence obligations under Sections 3.1, 3.7 and 4.1 and BMS’ diligence obligations under Sections 3.7, 4.1 and 5.1 shall not apply. BMS’ (or any Affiliate’s or any Sublicensee’s) decision to terminate for a Safety Reason shall be final, and Exscientia may not arbitrate or litigate such decision. If BMS terminates any Licensed Product or Collaboration Target for a Safety Reason, Section 13.7 will not apply.

13.3 Termination for Breach.

(a) Subject to Sections 13.3(b) and (c), either Party may terminate this Agreement with respect to any Licensed Product (on a Licensed Product-by-Licensed Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, in the event that the default is a non-payment default that cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach within such ninety (90) day period) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). Any such Termination Notice shall state the terminating Party’s intent to terminate, the reasons and justification for such termination and recommended steps which the terminating Party believes the breaching Party should take to cure such alleged breach.

- 58 -

(b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to the applicable Licensed Product and country or countries unless and until arbitrator(s), in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such Licensed Product and country or countries and such Party fails to cure such breach within ninety (90) days following the decision of such arbitrator(s) (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following decision of such arbitrator(s)). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

(c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.7, 4.1 or 5.1, and for which a right to terminate, if any, for any such breach shall be governed solely by Section 13.4.

(d) No milestone payments by BMS will be due under Section 8.3 on milestones achieved, with respect to the applicable country(ies) for which termination is sought, during the period between the notice of termination under Section 13.3(a) and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such country(ies) occurs, then upon such resolution BMS will promptly pay to Exscientia the applicable milestone payment (plus interest at the rate set forth in Section 8.13) for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute, and (ii) subject to Section 13.3(b), during the period between the notice of termination under Section 13.3(a) and the effective date of termination, Exscientia’s diligence obligations under Sections 3.1, 3.7 and 4.1 and BMS’ diligence obligations under Sections 3.7, 4.1 and 5.1 shall not apply.

13.4 Termination by Exscientia for Failure of BMS to Use Diligent Efforts.

(a) Subject to Sections 13.4(d), 13.6 and 13.7, Exscientia shall have the right to terminate this Agreement:

(i) on a Major Market-by-Major Market basis with respect to a Collaboration Target if BMS is in material breach of its obligation to use Diligent Efforts as set forth in Section 4.1 with respect to such Collaboration Target in such Major Market and on a Major Market-by-Major Market basis with respect to a Licensed Product if BMS is in material breach of its obligation to use Diligent Efforts as set forth in Section 5.1; provided, however, such license shall not so terminate unless (A) BMS is given six (6) months prior written notice by Exscientia of Exscientia’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Exscientia believes BMS should take to cure such alleged breach, and (B) BMS, or its Affiliates or Sublicensee, has not (1) during the sixty (60) day period following such notice, provided Exscientia with a plan for the diligent Development of a Licensed Product with respect to such Collaboration Target in the Field in such Major Market as set forth in Section 4.1 or a plan for the diligent Commercialization with respect to such Licensed Product in such Major Market as set forth in Section 5.1 and (2) during the six (6) month period following such notice carried out such plan and cured such alleged breach by diligently pursuing the Development of a Licensed Product with respect to such Collaboration Target in the Field in such Major Market as set forth in Section 4.1 and carried out such plan and cured such alleged breach by diligently pursuing the Commercialization of the Licensed Product with respect to such Major Market as set forth in Section 5.1.

- 59 -

(ii) on a Collaboration Target-by-Collaboration Target basis if BMS is in material breach of its obligations under Section 3.7 with respect to such Collaboration Target; provided, however, this Agreement shall not so terminate unless (A) BMS is given six (6) months prior written notice by Exscientia of Exscientia’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Exscientia believes BMS should take to cure such alleged breach, and (B) BMS, or its Affiliates, has not (1) during the sixty (60) day period following such notice, provided Exscientia with a plan for the cure of such alleged breach and (2) during the six (6) month period following such notice carried out such plan and cured such alleged breach (or, if such alleged breach cannot be cured within such six (6) month period, if BMS has not commenced and diligently continued good faith efforts to cure such breach).

(b) If BMS disputes in good faith the existence or materiality of an alleged breach specified in a notice provided by Exscientia pursuant to Section 13.4(a), and if BMS provides notice to Exscientia of such dispute within the sixty (60) days following such notice provided by Exscientia, Exscientia shall not have the right to terminate this Agreement unless and until the existence of such material breach by BMS has been determined in accordance with Article 16 and BMS fails to cure such breach within ninety (90) days following such determination. Except as set forth in Section 13.4(d), it is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

(c) No milestone payments by BMS will be due under Section 8.3 on milestones achieved, with respect to the applicable country(ies) and Collaboration Target for which termination is sought if termination is being sought under Section 13.4(a), during the period between the notice of termination under Section 13.4(a) and the effective date of termination; provided, however, (i) if BMS provides notice of a dispute pursuant to Section 13.4(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such country(ies) occurs with respect to the applicable Collaboration Target, then upon such resolution BMS will promptly pay to Exscientia the applicable milestone payment (plus interest at the rate set forth in Section 8.13) for each milestone achieved during the period between the notice of termination under this Section 13.4 and the resolution of such dispute, and (ii) subject to Section 13.3(b), during the period between the notice of termination under Section 13.4(a) and the effective date of termination, Exscientia’s diligence obligations under Sections 3.1, 3.7 and 4.1 and BMS’ diligence obligations under Sections 3.1, 3.7, 4.1 and 5.1 shall not apply.

(d) For clarity and subject to Section 13.6, (i) any termination pursuant to Section 13.4(a)(i) for a material breach of BMS’ obligation to use Diligent Efforts as set forth in Section 4.1 shall be specific to a particular Major Market and Collaboration Target, and accordingly any such termination shall have no effect and shall not in any way limit the licenses granted under this Agreement to BMS with respect to (1) any other Collaboration Target or (2) any Licensed Products targeting the Collaboration Target for which the termination is applicable in any other Major Market countries, and (ii) any termination pursuant to Section 13.4(a)(i) for a material breach of BMS’ obligation to use Diligent Efforts as set forth in Section 5.1 shall be specific to a particular Major Market and Licensed Product, and accordingly any such termination shall have no effect and shall not in any way limit the licenses granted under this Agreement to BMS with respect to (1) any other Licensed Product, or (2) such Licensed Product in any other Major Markets. For clarity, any termination pursuant to Section 13.4(a)(ii) shall be specific to a particular Collaboration Target or a particular Licensed Product, and accordingly any such termination shall have no effect with respect to any other Collaboration Target or any other Licensed Product, respectively.

- 60 -

13.5 Termination for Insolvency. A Party shall have the right to terminate this Agreement upon written notice if the other Party incurs an Insolvency Event; provided, however, in the case of any involuntary bankruptcy proceeding, such right to terminate shall only become effective if the Party that incurs the Insolvency Event consents to the involuntary bankruptcy or if such proceeding is not dismissed or stayed within forty-five (45) days after the filing thereof. “Insolvency Event” means circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or business; (ii) passes a resolution for winding-up of all or a material part of its assets or business (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court enters an order to that effect; (iii) has entered against it an order for relief recognizing it as a debtor under any insolvency or bankruptcy laws (or any equivalent order in any jurisdiction); or (iv) enters into any composition or arrangement with its creditors with respect to all or a material part of its assets or business (other than relating to a solvent restructuring).

13.6 Limitations on Termination Remedy.

(a) Notwithstanding anything herein to the contrary, in the event that: (A) Exscientia terminates, or has the right to terminate, this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to a Collaboration Target in all of the Major Markets, then Exscientia shall have the right to terminate this Agreement with respect to such Collaboration Target in the entire Territory, (B) Exscientia shall not have the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to any Major European Country (or any other country in the EU) unless and until Exscientia has such right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Collaboration Target with respect to any three or more Major European Countries, and (C) Exscientia has the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Collaboration Target with respect to any three or more Major European Countries, then Exscientia shall have the right to terminate this Agreement with respect to such Collaboration Target in all of the EU.

(b) If the applicable termination event under Section 13.3 or 13.4(a)(i) relates to a country outside the EU (other than Japan) from which the Licensed Product sold in such country under a label approved for sale in such country is permitted under Applicable Law in the U.S. to be imported for sale into the U.S. under the same label and approval, then Exscientia shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 4.1 and 5.1 for the applicable Licensed Compound or Licensed Product with respect to the U.S. In addition, if the applicable termination event relates to a country (other than the U.S. or Japan) from which Licensed Product sold in such country under a label approved for sale in such country is permitted under Applicable Law in the EU to be imported for sale into the EU under the same label and approval, then Exscientia shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 4.1 and 5.1 for the applicable Licensed Compound or Licensed Product with respect to the EU.

(c) For avoidance of doubt, any termination under this Article 13 with respect to a particular Collaboration Target or particular Licensed Product shall have no effect on and shall not in any way limit the licenses granted under this Agreement to BMS for Licensed Compounds and Licensed Products with respect to any other Collaboration Target or with respect to any other Licensed Product, respectively.

- 61 -

13.7 Effects of Termination of this Agreement. Subject to Section7.1(f), upon termination of this Agreement by BMS under Section 13.2(a) or by Exscientia under Section 13.3, Section 13.4 or Section 13.5 (except as the application of such Sections may be limited as provided in a given subsection of this Section 13.7), the following shall apply with respect to the Terminated Compounds and Terminated Products and terminated country(ies) (in addition to any other rights and obligations under this Agreement with respect to such termination).

(a) Upon termination of the Agreement with respect to a Collaboration Target with respect to a country, such terminated Collaboration Target (the “Terminated Target”) shall no longer be considered to be a Collaboration Target with respect to such country, and all rights licensed by Exscientia to BMS under Section 7.1 with respect to such country shall terminate and revert to Exscientia solely with respect to Terminated Compounds with respect to such Terminated Target, and Terminated Products containing such Terminated Compounds. “Terminated Compounds” means the Licensed Compounds with respect to such Terminated Target (i.e., that bind to and modulate the function and/or expression of such Terminated Target), provided, however, that Terminated Compounds shall exclude in any case (i) any BMS Compounds; (ii) any Compounds resulting from a discovery or research program based on any Compound of clause (i), including any derivative of any Compound of clause (i); (iii) any Compounds that are Covered by composition-of-matter claims of Patents owned or Controlled by BMS, and (iv) any Compounds Covered in Exscientia Licensed Patents that Cover any Compound of clause (i), (ii) or (iii). “Terminated Products” means Licensed Products containing such Terminated Compounds. Accordingly, upon termination of the Agreement in any country with respect to a Collaboration Target, such Collaboration Target shall no longer be considered to be a Collaboration Target in such country and such Target shall be a Terminated Target with respect to such terminated country.

(b) Upon such Collaboration Target becoming a Terminated Target, BMS shall return to Exscientia all Exscientia Licensed Know-How and other Information provided by Exscientia with respect to the Terminated Compounds and Terminated Products for such Terminated Target.

(c) The licenses granted to BMS in Section 7.1 shall terminate solely with respect to the Licensed Compounds and Licensed Products for the Terminated Target and country(ies) in which the termination becomes effective, provided that BMS shall retain a non-exclusive, worldwide license under Section 7.1 to sell, offer for sale and import the terminated Licensed Products during the Commercialization Wind-Down Period in accordance with Section 13.7(c) (including the right to sell such Terminated Products through BMS Sublicensees if BMS were using such Sublicensees to sell same prior to such termination date).

- 62 -

(d) BMS, its Affiliates and Sublicensees shall be entitled to continue to sell (but not to actively promote after the effective date of termination) any existing inventory of Terminated Products in each terminated country of the Territory for which Regulatory Approval therefor has been obtained (provided that such Licensed Products shall have launched in each such terminated country as of the applicable effective date of termination), in accordance with the terms and conditions of this Agreement for a period of [****] months (the “Commercialization Wind-Down Period”), and any Licensed Products sold or disposed of during this Commercialization Wind-Down Period shall be subject to the same royalties as would have applied had this Agreement otherwise remained in full force and effect. Following such Commercialization Wind-Down Period, BMS, its Affiliates and Sublicensees shall not sell such terminated Licensed Products in such terminated country (ies) or make any representation regarding BMS’ status as a licensee of such Licensed Product in such country(ies).

(e) Return of Confidential Information. Within thirty (30) days after the end of the Commercialization Wind-Down Period, BMS shall destroy all tangible items comprising, bearing or containing any Confidential Information of Exscientia that are in BMS’ or its Affiliates’ possession or control, and provide written certification of such destruction, or prepare such tangible items of Confidential Information for shipment to Exscientia, as Exscientia may direct, at Exscientia’s expense; provided that BMS may retain one copy of such Confidential Information for its legal archives, and provided further that BMS shall not be required to destroy electronic files containing Confidential Information that are made in the ordinary course of its business information back-up procedures pursuant to its electronic record retention and destruction practices that apply to its own general electronic files and information.

(f) If Exscientia wants to initiate any work on any Terminated Target (which for the avoidance of doubt does not include any Collaboration Target for which BMS has granted a license to Exscientia under Section 8.3(i)) or any Terminated Compound or any Terminated Product for such Terminated Target and such Terminated Target, Terminated Compound or Terminated Product was not terminated for any Safety Reason, the Parties shall discuss, each acting reasonable and in good faith, the terms on which BMS would license (i) any BMS Collaboration IP and (ii) any Information and Patents Controlled by BMS and its Affiliates that is not BMS Collaboration IP and that were used by BMS under this Agreement in connection with such Terminated Target, and in the case of both (i) and (ii) that would be necessary to research, Develop and Commercialize Terminated Compounds and Terminated Products for such Terminated Target (but excluding any Information and Patents subsisting in the BMS Compounds and BMS Compound Inventions).

(g) This Section 13.7 shall not apply to any Licensed Compound or any Licensed Product for a Collaboration Target where termination under this Article 13 occurs after the First Commercial Sale of the first Licensed Product for such Collaboration Target due to the licenses granted under Section 7.1 being irrevocable and perpetual at such time.

13.8 Effects of Termination of Agreement by BMS under Section 13.3(a) or Section 13.5. Upon termination of this Agreement by BMS under Section 13.3(a) or Section 13.5(a) the following shall apply:

(a) all rights and licenses granted to BMS under this Agreement shall survive but shall become irrevocable and perpetual;

(b) BMS shall continue to be subject to BMS’ obligations under Article 8; and

(c) BMS shall have no further Diligent Efforts obligations under Sections 3.7, 4.1 or 5.1 with respect to the applicable Licensed Compounds and Licensed Products in the terminated country or countries.

- 63 -

13.9 Assignment Back to Exscientia of Ex-US Product Specific Patents. Upon termination of this Agreement by Exscientia for any reason or by BMS under Section 13.2 with respect to any or all countries with respect to a Terminated Target, BMS shall assign and does hereby assign to Exscientia or Exscientia’s designee the entire right, title and interest in and to each Ex-US Product Specific Patent Covering Licensed Compounds with respect to the Terminated Target to which BMS obtained ownership rights pursuant to Section 7.7 for each terminated country, and BMS appoints Exscientia its attorney in fact solely to make such re-assignments and authorizes Exscientia to make such re-assignments. In each case, BMS shall execute and deliver to Exscientia a deed(s) of such assignment, in a mutually agreeable form, within thirty (30) days after the effective date of termination. Exscientia shall be responsible for recording all such assignments and BMS and its successors and assigns shall (a) reasonably cooperate with Exscientia’s efforts to do so, including satisfying the assignment and recording requirements of relevant patent offices and (b) reimburse Exscientia for all documented out-of-pocket expenses incurred by Exscientia in connection with this Section 13.9. In addition, BMS hereby grants Exscientia an exclusive, worldwide royalty-free license, with the right to grant sublicenses through multiple tiers, under its interest in the Ex-US Product Specific Patents during the period from the effective date of the applicable termination until the applicable Ex-US Product Specific Patents are actually re-assigned to Exscientia. Notwithstanding the foregoing, this Section 13.9 shall not apply to any Ex-US Product Specific Patent for any Licensed Compound or any Licensed Product for a Collaboration Target where termination under this Article 13 occurs after the First Commercial Sale of the first Licensed Product for such Collaboration Target.

13.10 Effects of Expiration of Agreement. Upon the expiration of the Royalty Term (i.e., in the case where there is no earlier termination pursuant to this Article 13), on a Licensed Compound-by-Licensed Compound, Licensed Product-by-Licensed Product and country-by-country basis, the licenses granted to BMS under Article 7 with respect to Exscientia Licensed IP shall survive and shall be perpetual, irrevocable, fully paid-up, non-royalty-bearing and sublicensable through multiple tiers.

13.11 Other Remedies. Termination or expiration of this Agreement for any reason shall not release either Party from any liability or obligation that already has accrued prior to such expiration or termination, nor affect the survival of any provision hereof to the extent it is expressly stated to survive such termination. Subject to and without limiting the terms and conditions of this Agreement (including Section 15.4), expiration or termination of this Agreement shall not preclude any Party from (a) claiming any other damages, compensation or relief that it may be entitled to upon such expiration or termination, (b) any right to receive any amounts accrued under this Agreement prior to the expiration or termination date but which are unpaid or become payable thereafter and (c) any right to obtain performance of any obligation provided for in this Agreement which shall survive expiration or termination.

13.12 Survival. Termination or expiration of this Agreement shall not affect rights or obligations of the Parties under this Agreement that have accrued prior to the date of termination or expiration of this Agreement. Notwithstanding anything to the contrary, the following provisions shall survive and apply after expiration or termination of this Agreement: Sections 3.3(c), 3.4 (with respect to any obligation incurred or accrued prior to such expiration or termination), 3.5, 3.6 (first sentence), 3.8, 3.9, 3.10 (regarding non-disclosure and non-use obligations), 3.12, 6.3, 6.5 (regarding non-disclosure and non-use obligations), 7.1(d)(i), 7.1(f) 7.2 (regarding Third Party continuing obligations), 7.4, 7.5, 7.11, 8.3(i), 8.12-8.14, 8.16, 11.3(d) 14.3 and Articles 1 (to the extent necessary to interpret other surviving sections), 9, 12, 13, 15, 16 and 17. In addition, the other applicable provisions of Article 8 shall survive to the extent required to make final payments with respect to Net Sales incurred or accrued prior to the date of termination or expiration. All provisions not surviving in accordance with the foregoing shall terminate upon expiration or termination of this Agreement and be of no further force and effect.

- 64 -

14. REPRESENTATIONS AND WARRANTIES

14.1 Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows:

(a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

(b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

(c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement.

(d) In the course of the Development of Licensed Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority.

(e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

(f) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound.

(g) It has and will have enforceable written agreements with all of its employees who receive Confidential Information under this Agreement assigning to such Party ownership of all Intellectual Property Rights created in the course of their employment.

(h) All information and data provided by or on behalf of it to the other Party on or before the Effective Date in contemplation of this Agreement was provided in good faith and, to its knowledge, (i) is accurate and complete in all material respects and (ii) it has not failed to disclose (or cause to be disclosed) any material information or data that could reasonably be expected to cause the information and data that has been disclosed to the other Party on or before the Effective Date to be misleading in any material respect.

- 65 -

14.2 Representations and Warranties and Covenants by Exscientia. Exscientia hereby represents and warrants as of the Effective Date and, where denoted below, covenants to BMS as follows:

(a) The Background IP existing as of the Effective Date is free and clear from any Liens, and Exscientia has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement.

(b) Exscientia has not entered into any agreements, either oral or written, with any Third Party relating to the Development, Commercialization or manufacture of any Target Compound for any Collaboration Target, any Licensed Compound or any Licensed Product.

(c) Exscientia is not obligated to (and hereby covenants not to except as expressly permitted under this Agreement) design, make for and/or supply any Target Compound, any Licensed Compound or any Licensed Product to any Third Party.

(d) Exscientia has not received any written notice from any Third Party asserting or alleging that the use of the Exscientia Licensed IP and Exscientia Platform IP as contemplated under this Agreement infringes the Intellectual Property Rights of such Third Party. To Exscientia’s knowledge, the Exscientia Licensed IP and Exscientia Platform IP existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Exscientia or its employees or agents to any Third Party or through the misappropriation of any Intellectual Property Rights of any Third Party.

(e) To Exscientia’s knowledge, the use of the Exscientia Background Technology and the Exscientia Platform IP by Exscientia to conduct the Research Program as contemplated as of the Effective Date to identify Target Compounds, Licensed Compounds and the Development, Commercialization and manufacture of such Target Compounds, Licensed Compounds and Licensed Products can be carried out without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party; provided, that Exscientia makes no representation with respect to any formulations or delivery devices or methods of treatment.

(f) There are no pending, and to Exscientia’s knowledge, no threatened actions, suits or proceedings against Exscientia involving the Background IP or Exscientia Platform IP as it relates to Collaboration Targets, Target Compounds, Licensed Compounds or Licensed Products.

(g) To Exscientia’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Background IP and Exscientia Platform IP relating to Collaboration Targets, Target Compounds, Licensed Compounds or Licensed Products (in the case of pending claims, evaluating them as if issued as of the Effective Date).

- 66 -

(h) Exscientia has not granted (and Exscientia covenants that during the Term it shall not grant, except in accordance with this Agreement) any license or any option for a license under the Background IP, Exscientia Licensed IP, Exscientia Platform IP or Collaboration IP to any Third Party to develop, make, use or sell in the Field any Target Compound, Licensed Compound or Licensed Product in any country in the Territory with respect to a Collaboration Target so long as the Collaboration Target remains a Collaboration Target under this Agreement. Exscientia has not granted or permitted to attach any Lien with respect to this Agreement or any of the Exscientia Background Technology, Exscientia Platform IP or Collaboration IP. Exscientia has not granted (and Exscientia covenants that during the Term it shall not grant) to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific Patents.

(i) Exscientia has not entered into any agreement with a Third Party or used any Information or Patents of a Third Party in connection with the generation or development of the Background IP or the Exscientia Platform IP, or incorporated any Information of a Third Party into the Background IP or the Exscientia Platform IP, in each case, where such agreement or such use or incorporation (i) grants, or obligates Exscientia to grant, any right, license or option (including a right of consent or a right of first negotiation) to any Third Party in, to or under any Collaboration IP or any Confidential Information of BMS or (ii) obligates Exscientia to disclose any Collaboration IP or any Confidential Information of BMS to a Third Party or to publicly disclose any Collaboration IP or any Confidential Information of BMS.

(j) Save to the extent disclosed in Exhibit N: (i) all inventors of any inventions included within the Background IP or the Exscientia Platform IP that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Exscientia; and (ii) no present or former employee or consultant of Exscientia owns or has any proprietary, financial or other interest, direct or indirect, in the Background IP or the Exscientia Platform IP (other than any interest as a shareholder) that has not been assigned to Exscientia.

(k) Exscientia has maintained and, unless otherwise agreed to by BMS, will maintain and keep in full force and effect all agreements and filings (including Patent filings, in accordance with Article 9) necessary to perform its obligations hereunder.

(l) There are no Third Party License Agreements as of the Effective Date. No Third Party has any right under any agreement with Exscientia, including a right of consent or a right of first negotiation, that would reasonably be expected to interfere with BMS’ exercise of its rights licensed under Section 7.1 hereof.

(m) Prior to the Effective Date, Exscientia has not disclosed publicly or otherwise disclosed to any Third Party the structure of any Target Compound, except to a Third Party pharmaceutical company subject to confidentiality obligations under a written agreement with such company.

(n) Exscientia has obtained all necessary consents and approvals, including any consents and approvals required by any Exscientia shareholder or investor, as may be required to enter into this Agreement and to grant to BMS the rights and licenses granted hereunder, and to perform its obligations hereunder.

- 67 -

14.3 Representations and Warranties as of the Delivery Date of each Lead Optimization Data Package or Development Candidate Data Package. Whenever Exscientia delivers a Lead Optimization Data Package or a Development Candidate Data Package to BMS:

(a) Exscientia shall provide BMS with a disclosure letter (a “Data Package Disclosure”); and

(b) with respect to the Collaboration Target of such Lead Optimization Data Package or such Development Candidate Data Package and any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target, except as disclosed in the relevant Data Package Disclosure, Exscientia represents and warrants to BMS that the representations and warranties set out in Exhibit M are true and accurate on the date that BMS receives such Lead Optimization Data Package or such Development Candidate Data Package (the “Delivery Date”).

14.4 No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 14 OR ELSEWHERE IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR THAT ANY OF THE DEVELOPMENT AND/OR COMMERCIALIZATION EFFORTS WITH REGARD TO ANY LICENSED COMPOUND OR LICENSED PRODUCT WILL BE SUCCESSFUL, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.

15. INDEMNIFICATION AND LIMITATION OF LIABILITY

15.1 Indemnification by Exscientia for Third Party Claims. Exscientia shall defend, indemnify, and hold BMS, its Affiliates, and each of their respective officers, directors, employees, and agents (the “BMS Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such BMS Indemnitees, all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “BMS Claims”) against such BMS Indemnitee that arise out of or result from (or are alleged to arise out of or result from): (a) any breach of any representation, warranty, covenant or obligation of Exscientia under this Agreement; (b) the gross negligence or willful misconduct of Exscientia, its Affiliates, or the officers, directors, employees, or agents of Exscientia or its Affiliates in the performance of this Agreement; (c) the research, Development, manufacture, storage, handling, use, importation or exportation of any Licensed Compound or Licensed Product by Exscientia or any Affiliate or (sub)licensee of Exscientia (other than BMS); (d) the research, Development, manufacture, storage, handling, use, sale, offer for sale, importation, exportation or Commercialization of any Terminated Compound or any Terminated Product by Exscientia or any Affiliate or (sub)licensee of Exscientia (other than BMS); (e) any breach by Exscientia or its Affiliates of, or any failure by Exscientia or its Affiliates, or their respective contractors or agents, to perform, observe or comply with any of the provisions of, a Third Party License Agreement, in each case, except to the extent that such failure is attributable to a breach by BMS of its obligations under this Agreement; or (f) BMS’s use of any Exscientia Platform IP or Exscientia Materials in a manner permitted by the Agreement or Research Plan. The foregoing indemnity obligation shall not apply to the extent that any BMS Claim is subject to indemnity pursuant to Section 15.2.

- 68 -

15.2 Indemnification by BMS for Third Party Claims. BMS shall defend, indemnify, and hold Exscientia, its Affiliates, and each of their respective officers, directors, employees, and agents, (the “Exscientia Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Exscientia Indemnitees, all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “Exscientia Claims”) against such Exscientia Indemnitee that arise out of or result from (or are alleged to arise out of or result from): (a) the research, Development, manufacture, storage, handling, use, sale, offer for sale, importation, exportation or Commercialization of any Licensed Compound or any Licensed Product by BMS or any Affiliate of BMS or any Sublicensee; (b) any breach of any of representation, warranty, covenant or obligation of BMS under this Agreement; (c) the gross negligence or willful misconduct of BMS or its Affiliates, or the officers, directors, employees, or agents of BMS or its Affiliates in the performance of this Agreement; (d) the research, Development, manufacture, storage, handling, use, sale, offer for sale, importation, exportation or Commercialization of any Terminated Compound or any Terminated Product by BMS or any Affiliate of BMS or any Sublicensee; or (e) Exscientia’s use of any BMS Compound, BMS Provided IP or BMS Materials in a manner permitted by the Agreement or Research Plan, in each case, except to the extent that such failure is attributable to a breach by Exscientia of its obligations under this Agreement. The foregoing indemnity obligation shall not apply to the extent that any Exscientia Claim is subject to indemnity pursuant to Section 15.1.

15.3 Indemnification Procedures. In order for a party claiming indemnity under this Article 15 (the “Indemnified Party”) to be entitled to any indemnification provided for under this Article 15, the Indemnified Party shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) within ten (10) Business Days after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”) (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure or delay to give such notice). If the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 15, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, (iii) shall keep the Indemnified Party reasonably advised of the status of such Claim and the defense thereof and shall consider recommendations made by the Indemnified Party with respect thereto and (iv) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 15.

- 69 -

15.4 Limitation of Liability. EXCEPT FOR (A) DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER, (B) A BREACH BY EXSCIENTIA OF ARTICLE 11 OR BY EITHER PARTY OF SECTION 12.1, AND/OR (C) DAMAGES THAT ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO THE MAKING OF A PARTY’S REPRESENTATIONS AND WARRANTIES IN ARTICLE 14), IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT LIMITS ANY PARTY’S LIABILITY FOR FRAUD.

15.5 Insurance. BMS shall maintain a program of self-insurance sufficient to fulfill its obligations under this Agreement and Exscientia shall procure and maintain insurance with respect to its Research Program activities and which are consistent with normal business practices of prudent companies similarly situated to such Party at all times during the Research Term. It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this Article 15. Exscientia shall provide BMS with written evidence of such insurance upon request. Exscientia shall provide BMS with written notice at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance.

16. DISPUTE RESOLUTION

16.1 Disputes; Resolution by Executive Officers. The Parties recognize that disputes as to certain matters may from time to time arise during the Term that relate to decisions to be made by the Parties herein or to the Parties’ respective rights and/or obligations hereunder. It is the desire of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to arbitration or litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article 16 if and when a dispute arises under this Agreement, subject to Section 16.5. Accordingly, any disputes, controversies or differences concerning the validity, interpretation or construction of, compliance with, or breach of this Agreement (other than a matter for which BMS has final decision-making authority under Sections 2.1(d), 3.2(c), 4.3 or 9.3(b)), including any dispute with respect to whether either Party is entitled to terminate this Agreement, in whole or as to any country and any dispute as to whether BMS does in fact have final decision-making authority for a particular matter (a “Dispute”), shall be promptly presented to the Alliance Managers for resolution. If the Alliance Managers are unable to resolve such Dispute within twenty (20) Business Days after a matter has been presented to them, then the Dispute shall be immediately presented to the Executive Officers of each Party for resolution. If the matter is not resolved within twenty (20) Business Days following presentation to the Executive Officers, then either Party may invoke the provisions of Section 16.2.

- 70 -

16.2 Arbitration. Any Dispute that is not resolved pursuant to Section 16.1, shall be settled by final and binding arbitration to be conducted as set forth below in this Section 16.2.

(a) Either Party, following the end of the period referenced in Section 16.1, may refer a Dispute to arbitration under the Rules of the International Chamber of Commerce (“ICC”) then in effect by submitting a written notice of such request to the other Party. In any proceeding under this Section 16.2, there shall be three (3) arbitrators, with each Party nominating one arbitrator within fifteen (15) days of the submission of such notice in accordance with the ICC Rules, and with the two arbitrators so nominated nominating a third arbitrator to serve as chair of the arbitration tribunal, with such nomination of the third arbitrator to be made within twenty (20) days after the confirmation of the first two arbitrators. Each arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, and shall have and appropriate experience with respect to the matter(s) to be arbitrated, including appropriate knowledge of the pharmaceutical and biotechnology industries. In the case of any dispute involving an alleged failure to use Diligent Efforts, the arbitrators shall in addition be individuals with experience in or with the pharmaceutical industry, including associated business, legal and scientific considerations. In the case of a dispute involving a scientific or accounting matter or determination, an independent Expert having applicable expertise and experience will be selected by the Parties to assist the arbitrators in such scientific or accounting matter or determination (and the arbitrators will select such Expert if the Parties cannot agree on such Expert within twenty (20) days following the selection of the arbitrators). The governing law in Section 17.9 shall govern such proceedings. The place of arbitration will be New York, New York, unless otherwise agreed to by the Parties, and the arbitration shall be conducted in English.

(b) The arbitral tribunal shall make best efforts to set a date for a hearing that shall be held no later than sixty (60) days following the confirmation of the tribunal. The Parties shall have the right to be represented by counsel.

(c) The arbitrator(s) shall use their best efforts to rule on each disputed issue within sixty (60) days after completion of the hearing described in Section 16.2(b). The determination of the arbitral tribunal as to the resolution of any dispute shall be binding and conclusive upon the Parties. All rulings of the arbitral tribunal shall be in writing and shall be delivered to the Parties as soon as is reasonably possible. Nothing contained herein shall be construed to permit the arbitrator(s) to award punitive, exemplary or any similar damages. The arbitrator(s) shall render a “reasoned decision” which shall include findings of fact and conclusions of law. Any arbitration award may be entered in and enforced by a court in accordance with Section 16.3.

- 71 -

16.3 Award. Any award to be paid by one Party to the other Party as determined by the arbitrators as set forth above under Section 16.2 shall be promptly paid in Dollars free of any tax, deduction or offset; and any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting enforcement. Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this Article 16, and agrees that, subject to the Federal Arbitration Act, judgment may be entered upon the final award in a court of competent jurisdiction and that other courts may award full faith and credit to such judgment in order to enforce such award. With respect to money damages, nothing contained herein shall be construed to permit the arbitrators or any court or any other forum to award any damages not permitted under Section 15.4. By entering into this agreement to arbitrate, the Parties expressly waive any claim for damages not permitted under Section 15.4.

16.4 Costs. Each Party shall bear its own legal fees and other out-of-pocket costs in connection with any arbitration procedure, and the Parties shall share equally the fees of the tribunal (and any Expert engaged by the arbitrators).

16.5 Injunctive Relief. Nothing in this Article 16 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a Dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. For the avoidance of doubt, nothing in this Section 16.5 shall otherwise limit a breaching Party’s opportunity to cure a material breach as permitted in accordance with Section 13.3 or Section 13.4.

16.6 Confidentiality. The arbitration proceeding shall be confidential and the arbitrators shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required by Applicable Law, no Party shall make (or instruct the arbitrators to make) any public announcement with respect to the proceedings or decision of the arbitrators without prior written consent of the other Party. The existence of any dispute submitted to arbitration, and any award, shall be kept in confidence by the Parties and the arbitrators, except as required in connection with the enforcement of such award or as otherwise required by Applicable Law.

16.7 Survivability. Any duty to arbitrate under this Agreement shall remain in effect and be enforceable after termination of this Agreement for any reason.

17. MISCELLANEOUS

17.1 Entire Agreement; Amendments. This Agreement, including the Exhibits hereto and each Certificate pursuant to this Agreement (which are incorporated into and made a part of this Agreement), sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes, as of the Effective Date, all prior agreements and understandings between the Parties with respect to the subject matter hereof, including the Prior CDA. In the event of any inconsistency between the Research Plan and this Agreement, the terms of this Agreement shall prevail. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized representative of each Party.

- 72 -

17.2 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the U.S. or other countries which may be imposed upon or related to Exscientia or BMS from time to time. Each Party agrees that it shall not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.

17.3 Rights in Bankruptcy.

(a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

(b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work.

(c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11.

(d) In the event that after the Effective Date Exscientia enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Exscientia will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Exscientia and such Third Party is terminated during the Term solely on account of Exscientia becoming a Bankrupt Party.

(e) Notwithstanding anything to the contrary in ‎Article 9, in the event that Exscientia is the Bankrupt Party, BMS may take appropriate actions in connection with the Prosecution and Enforcement of any Exscientia Licensed Patents licensed or assigned to BMS under this Agreement without being required to consult with Exscientia before taking any such actions, provided that such actions are consistent with this Agreement.

- 73 -

17.4 Force Majeure. Each Party shall be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by force majeure (defined below) and the nonperforming Party promptly provides notice of such prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues. The Party affected by such force majeure also shall notify the other Party of the anticipated duration of such force majeure, any actions being taken to avoid or minimize its effect after such occurrence, and shall take reasonable efforts to remove the condition constituting such force majeure. For purposes of this Agreement, “force majeure” shall include conditions beyond the control of the Parties, including an act of God, acts of terrorism, voluntary or involuntary compliance with any regulation, law or order of any government, war, acts of war (whether war be declared or not), labor strike or lock-out, civil commotion, epidemic, pandemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe. The payment of invoices due and owing hereunder shall in no event be delayed by the payer because of a force majeure affecting the payer.

17.5 Notices. Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 17.5, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by a reputable international expedited delivery service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered mail, postage prepaid, return receipt requested.

For Exscientia:

Exscientia Ltd.

[****]

Attention: Vice President, Legal

With a copy to:

Exscientia Ltd.

[****]

Attention: Executive Vice President of Strategic Alliances

For BMS:

Bristol-Myers Squibb Company

[****]

Attention: Executive Vice President, Strategy & Business Development

With a copy to:

Bristol-Myers Squibb Company

[****]

Attention: Senior Vice President and Associate General Counsel, Transactions Law

Furthermore, a copy of any notices required or given under Section 9.4(d) and/or 9.5(a) of this Agreement shall also be addressed to the Senior Vice President, Innovation Law of BMS at the address set forth in Section 9.4(d).

- 74 -

17.6 Independent Contractors. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

17.7 Maintenance of Records. Each Party shall maintain complete and accurate records of all work conducted under this Agreement and all results, data and developments made pursuant to its efforts under this Agreement. Such records shall be complete and accurate and shall fully and properly reflect all work done and results achieved in the performance of this Agreement in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes. Each Party shall maintain such records for a period of four (4) years after such records are created; provided that records may be maintained for an appropriate longer period in accordance with each Party’s internal policies on record retention in order to ensure the preservation, prosecution, maintenance or enforcement of intellectual property rights. Each Party shall keep and maintain all records required by Applicable Law with respect to Licensed Products.

17.8 Assignment. Neither Party may assign this Agreement or assign or transfer any rights or obligations hereunder without the prior written consent of the other, except that (i) a Party may make such an assignment or transfer without the other Party’s consent to any Affiliate of such Party, provided that such assignment or transfer shall not adversely affect the other Party’s rights and obligations under this Agreement and that such assigning/transferring Party remains jointly and severally liable with such Affiliate for the performance of this Agreement or the transferred or assigned obligations, and (ii) a Party may make such an assignment or transfer without the other Party’s consent to any Third Party successor-in-interest or purchaser of all or substantially all of the business or assets of such Party to which this Agreement relates (with such business and assets, in the case of Exscientia, to include the Exscientia Platform IP and Exscientia Licensed IP and personnel with requisite expertise necessary to conduct any Research Program, including the generation of Licensed Compounds), whether in a merger, combination, reorganization, sale of stock, sale of assets or other transaction; provided, however, that in each case (i) and (ii) that the assigning Party provides written notice to the other Party of such assignment and the assignee shall have agreed in writing to be bound (or is otherwise required by operation of Applicable Law to be bound) in the same manner as such assigning Party hereunder. For the avoidance of doubt, where a Party wants to assign this Agreement or assign or transfer any right or obligation hereunder to an Affiliate and does not want to remain jointly and severally liable with such Affiliate for the performance of this Agreement or the transferred or assigned obligation, such Party must obtain the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Any permitted assignment shall be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 17.8 shall be null, void and of no legal effect. For clarity, the provisions of this Section 17.8 shall not apply to or encompass sublicensing of the rights licensed to a Party under this Agreement.

- 75 -

In the event that Exscientia is acquired in a Change of Control Transaction by a Third Party (such Third Party, hereinafter referred to as an “Acquirer”), then the intellectual property of such Acquirer held or developed by such Acquirer prior to or after such acquisition (other than intellectual property developed by such Acquirer in the course of conducting Exscientia’s activities under this Agreement) shall be excluded from the Exscientia Platform IP and Exscientia Licensed IP, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) Exscientia itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the Exscientia Platform IP and Exscientia Licensed IP. For clarity, any intellectual property developed by the Acquirer in the course of conducting Exscientia’s activities under this Agreement shall be included within the Exscientia Platform IP and Exscientia Licensed IP to the extent such intellectual property would have been so included had it been developed by Exscientia. For further clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or Information to Exscientia’s activities and Exscientia Platform IP and Exscientia Licensed IP under this Agreement.

17.9 Governing Law. This Agreement shall be governed by and construed and enforced under the substantive laws of New York without reference to any conflicts or choice of law rule or principle that might otherwise make this Agreement subject to the substantive law of another jurisdiction. For clarification, any dispute relating to the inventorship, scope, validity, enforceability or infringement of any patent right shall be governed by and construed and enforced in accordance with the patent laws of the applicable jurisdiction, except as otherwise provided in this Agreement.

17.10 Performance by Affiliates. Subject to the terms and conditions of this Agreement, each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

17.11 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

17.12 Compliance with Applicable Law. Each Party shall comply with Applicable Law in the course of performing its obligations or exercising its rights pursuant to this Agreement. Neither Party (nor any of their Affiliates) shall be required under this Agreement to take any action or to omit to take any action otherwise required to be taken or omitted by it under this Agreement if the taking or omitting of such action, as the case may be, could in its opinion violate any settlement, consent order, corporate integrity agreement, or judgment to which it may be subject from time to time during the Term. Notwithstanding anything to the contrary in this Agreement, neither Party nor any of its Affiliates shall be required to take, or shall be penalized for not taking, any action that such Party reasonably believes is not in compliance with Applicable Law.

17.13 Severability. If any one or more of the provisions of this Agreement are held to be invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal can be or is taken, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.

- 76 -

17.14 No Waiver. Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

17.15 Interpretation. The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” or “including” shall be construed as incorporating also the phrase “but not limited to” or “without limitation”; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JSC hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”; and (j) the term “and/or” in a sentence shall be construed such that the phrase “X and/or Y” means “X or Y, or both X and Y”. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. This Agreement should be interpreted in its entirety and the fact that certain provisions of this Agreement may be cross-referenced in a Section shall not be deemed or construed to limit the application of other provisions of this Agreement to such Section and vice versa.

As used in this Agreement, the phrase ‘with respect to a Collaboration Target’ or ‘for a Collaboration Target’ (or similar phrases) when referring to BMS’ licenses or license rights or Licensed Compounds ‘with respect to a Collaboration Target’ (or when referring to the termination of BMS’ licenses or license rights hereunder) refers to the Exscientia Licensed IP that applies to Licensed Compounds and Licensed Products targeting such Collaboration Target (i.e., Licensed Compounds that bind to and modulate the applicable Collaboration Target, and Licensed Products containing such Licensed Compounds).

- 77 -

17.16 Financial Transparency. Exscientia acknowledges that BMS is subject to applicable laws related to the collection and reporting of any payments or transfers of value to certain healthcare providers and teaching hospitals (collectively, “Financial Transparency Laws”), which include, without limitation, relevant provisions of the Affordable Care Act of 2010 and its implementing regulations for the United States along with similar laws and regulations in other countries. Exscientia shall reasonably cooperate with BMS, at BMS’ cost for Exscientia’s reasonable expenses, in its compliance with Financial Transparency Laws and promptly provide any information requested BMS in connection with this Agreement in a mutually agreed upon format to the extent reasonably necessary (as determined by BMS) for BMS to comply with its obligations under the Financial Transparency Laws. BMS shall have the right to allocate payments or other transfers of value in connection with this Agreement in any required reporting under Financial Transparency Laws in accordance with its normal business practices.

17.17 Counterparts. This Agreement may be executed in counterparts with the same effect as if both Parties had signed the same document, each of which shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement may be executed and delivered through the email of pdf copies of the executed Agreement.

[signature page follows]

- 78 -

In Witness Whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date.

Bristol-Myers Squibb Company		Exscientia LIMITED

By:	/s/ Jeffrey Staiger	By:	/s/ Andrew Hopkins

Name:	Jeffrey Staiger	Name:	Andrew Hopkins

Title:	Vice President, Business Development	Title:	CEO

EXHIBITS

Exhibit A – Exscientia Licensed Patents

Exhibit B – Initial Research Plan as of the Effective Date

Exhibit C – Development Candidate Criteria

Exhibit D – Third Party License Agreements

Exhibit E – Press Release

Exhibit F – Form of Collaboration Material Transfer Agreement

Exhibit G – Certificate for Collaboration Targets

Exhibit H – Reserved Target List

Exhibit I – Animal Care and Use

Exhibit J – Personal Data Requirements

Exhibit K – Lead Optimization Data Package

Exhibit L – Development Candidate Data Package

Exhibit M – Warranties of Exscientia as of each Delivery Date

Exhibit N – Disclosures

Exhibit A

Exscientia Licensed Patents

None.

Exhibit B

Initial Research Plan as of the Effective Date

[****]

Exhibit C

Development Candidate Criteria

[****]

Exhibit D

Third Party License Agreements

[****]

Exhibit E

Press Release

Exscientia announces multi-target, AI-driven drug discovery
collaboration with Bristol Myers Squibb

Upfront and potential milestones of over $1.2bn in addition to tiered royalties

OXFORD, U.K. -- Exscientia, the clinical stage, Artificial Intelligence (AI)-driven pharmatech company, announced today that it has entered into a collaboration agreement with Bristol-Myers Squibb Company (NYSE: BMY). This expanded collaboration has the potential to add to the Bristol Myers Squibb drug pipeline whilst enhancing Exscientia’s portfolio of shared assets. The collaboration will use AI to accelerate the discovery of small molecule therapeutic drug candidates in multiple therapeutic areas, including oncology & immunology. The agreement includes up to $50 million in upfront funding, up to $125 million in near to mid-term potential milestones, and additional clinical, regulatory and commercial payments that take the potential value of the deal beyond $1.2 billion. Exscientia will also receive tiered royalties on net sales of any marketed drug products resulting from the collaboration.

This expanded collaboration builds upon Exscientia’s existing collaboration with Bristol Myers Squibb that was initiated in 2019 with Celgene prior to Celgene’s acquisition by Bristol Myers Squibb. Exscientia will take responsibility for AI-design and experimental work necessary to discover drug candidates associated with this collaboration for Bristol Myers Squibb. Molecules will be designed using Exscientia’s AI-driven drug discovery platform, which delivers optimized compounds fulfilling complex design goals faster and more effectively than traditional drug discovery.

Andrew Hopkins, CEO of Exscientia, commented, “We are proud that Bristol Myers Squibb wants to build on our collaboration with this expanded collaboration and believe it speaks to the strength and promise of Exscientia’s AI technologies and drug discovery expertise. We’re excited to work with such an experienced collaborator as Bristol Myers Squibb to develop the best possible medicines for patients.”

Rupert Vessey, President of Research & Early Development at Bristol Myers Squibb said, “We have been pleased with Exscientia’s work in tackling a number of distinct projects for Bristol Myers Squibb. Exscientia’s application of AI technologies is proving capable of generating best-in-class molecules while also reducing discovery times. Rapid discovery of molecules that can enter the clinic in a timely manner could positively impact our work in discovering treatments for areas of unmet medical need”

Exscientia has already built a strong track record for its drug discovery platform, being the first company to advance AI-designed small molecule drug candidates into clinical studies. In addition to Bristol Myers Squibb, Exscientia has previously entered collaborations with major pharmaceutical companies including Bayer, Sanofi, and Dainippon Sumitomo, multiple emerging biotech companies and the Gates Foundation, demonstrating Exscientia’s reputation as the collaborator of choice for high-value AI-driven drug discovery. The company currently has more than a dozen partnered or wholly owned drugs in development. Exscientia recently secured a $200 million Series D investment, led by Softbank, to further fund expansion of its technology capabilities and proprietary drug pipeline.

About Exscientia

Exscientia’s AI centric, end-to-end drug discovery platform is set to revolutionise the process invention of new drugs, designing therapeutics for areas of high unmet medical need that could positively impact patients, with timelines that are many years shorter than industry standards. As a clinical stage company, Exscientia is the first to advance AI-designed small molecules into a clinical setting, demonstrating the potential of AI to transform the pharmaceutical industry.

Drug design is precision engineering at the molecular scale. To transform the industry, Exscientia has built dedicated AI systems that efficiently learn from the widest range of data and consistently re-apply enhanced knowledge through iterations of design. Because Exscientia’s AI systems learn more rapidly and effectively than human-led efforts, candidate molecules satisfying complex therapeutic requirements are discovered with revolutionary efficiency.

For more information visit us on www.exscientia.ai or follow us on Twitter @exscientialtd.

PR Contacts:

Edelman PR:

Anitra Sprauten
P: +44 (0)78 9685 9386
Anitra.Sprauten@edelman.com

Stephanie Crisp
P: +44 (0)75 8300 3417
stephanie.crisp@edelman.com

For Exscientia

Mark Swindells, Chief Commercial Officer

contact@exscientia.ai

Exhibit F

Form of

Collaboration Material Transfer Agreement

This Collaboration Material Transfer Agreement (the “Agreement”), effective as of ___________ ___, 2021(the “Effective Date”), is entered into by and between Exscientia Limited, having a place of business at 36 St. Giles, Oxford OX1 3LD, United Kingdom (“Exscientia”), and Bristol-Myers Squibb Company, headquartered at 430 E. 29th Street, 14th Floor, New York, NY 10016 (“BMS”). Exscientia and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

Article I. Background. Exscientia and BMS have entered into that certain Collaboration and License Agreement, dated _______ __, 2021, attached hereto as Schedule A (the “Collaboration Agreement”) for the purpose of research and development activities with the goal of identifying, generating and developing potential Development Candidates. Capitalized terms used but not defined herein shall have the meanings set forth in the Collaboration Agreement. [BMS]/[Exscientia] (“Transferor”) is willing to transfer the materials specified in Schedule B hereto (such materials and any and all derivatives, or improvements developed or derived by [Exscientia]/[BMS] therefrom, and assays collectively, the “Materials”) for use as set forth herein. [Exscientia]/[BMS] (“Recipient”) desires to obtain these Materials for certain purposes described in Schedule C hereto (the “Purpose”).

Article II. Materials. The Materials are to be treated as Transferor’s Confidential Information pursuant to Section 5 of this Agreement. Recipient agrees that all Materials will be used and consumed solely for the Purpose. Recipient will at all times use the Materials in compliance with all state, federal and other applicable laws, rules and regulations pertaining to use of the Materials.

Article III. Protection and Use of Materials. Recipient will not transfer the Materials to any third party (other than Third Party subcontractors as permitted under Section 3.6 of the Collaboration Agreement) or personnel, except for those directors, officers or employees of Recipient or its Affiliates (“Permitted Recipients”) who require access thereto to perform the Purpose or as permitted by the Collaboration Agreement. Recipient will take all reasonable steps, including those steps taken to protect information and other property of its own of a confidential nature, to ensure that the Materials are not disclosed or duplicated or in any manner delivered or disseminated to others in violation of this Agreement. Recipient will not reverse engineer or chemically analyze the Materials, except as required for the Purpose.

Article IV. Title and Relevant Inventions. All right, title and interest in and to all Materials will remain vested in Transferor. All background intellectual property used in connection with the Purpose will remain the property of the Party introducing the same. Ownership of any new intellectual property generated from the Purpose will be determined as set forth in the Collaboration Agreement. Recipient hereby agrees to promptly report to Transferor any and all discoveries, inventions, improvements and other subject matter (whether patentable or not) conceived, reduced to practice or otherwise discovered by Recipient in the course of performing the Purpose or otherwise in connection with use of the Materials and all intellectual property rights therein and thereto. Transferor hereby grants to Recipient a worldwide, non-exclusive, fully paid-up, royalty free, non-transferable, non-sublicensable right to use the Materials for the Purpose only and for no other purpose. Notwithstanding the foregoing, Recipient may allow access to the Materials to the Permitted Recipients. Except as may be required for the Purpose and as allowed under the Collaboration Agreement, Recipient agrees that it will not file patent application(s) to the Materials or any analogs, derivatives, or pro-drug forms thereof.

Article V. Confidentiality. The information disclosed in connection herewith shall be governed by the confidentiality provisions of the Collaboration Agreement and the terms and conditions of this Agreement shall be considered the “Confidential Information” of both Parties thereunder.

Article VI. Return of Materials. It is the intention of both Parties that all of the Materials that are to be transferred are to be consumed only in furtherance of the Purpose. However, upon the earlier of the completion of the Purpose, any written request of Transferor, or any termination of this Agreement, Recipient agrees to return (or, at Transferor’s option, destroy) any Materials not consumed therein and provide Transferor with a copy of written reports, documents, data, results and other information relating to the Materials or the Purpose; provided that, with respect to any Materials destroyed by Recipient pursuant to this Section 6, Recipient will provide Transferor with notice of such destruction promptly after destroying such Materials.

Article VII. No Warranty. TRANSFEROR PROVIDES ALL MATERIALS AND CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS. TRANSFEROR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE MATERIALS, INCLUDING WITH RESPECT TO EFFICIENCY, ACCURACY, COMPLETENESS, PERFORMANCE, WORKMANSHIP, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT.

Article VIII. Indemnification. The indemnification provisions of Article 10 of the Collaboration Agreement will apply to this Agreement.

Article IX. Term. This Agreement will expire upon the earlier of completion of the Purpose or the termination or expiration of the Collaboration Agreement. Either Party may terminate this Agreement for any or no reason upon thirty (30) days’ prior written notice. With respect to any Materials transferred and any Confidential Information disclosed hereunder during the term of this Agreement, the obligations of Recipient under Section 3, 4, 5, 6, 8, 9, and 10 hereunder will survive any expiration or termination of this Agreement.

Article X. Miscellaneous. The assignment and change of control provisions of Section 13.4 of the Collaboration Agreement will apply to this Agreement as if set forth directly herein, mutatis mutandis. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the provisions of Article 16 of the Collaboration Agreement. The words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The word “law” when used herein means any applicable, legally binding statute, ordinance, resolution, regulation, code, guideline, rule, order, decree, judgment, injunction, mandate or other legally binding requirement of a government entity. The Parties and their respective counsel have had an opportunity to fully negotiate this Agreement. Accordingly, this Agreement will not be construed against any Party as the principal draftsperson hereof. A Party’s failure to enforce any provision of this Agreement will neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be waived except by a writing signed by the Party against whom the waiver is to be effective. This Agreement and the Collaboration Agreement contain the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous written and oral agreements between the Parties regarding such subject matter; to the extent any term of this Agreement conflicts with the Collaboration Agreement, the terms of the Collaboration Agreement, as applicable, shall control. If any provision of this Agreement (or portion thereof) is found to be invalid, unlawful or unenforceable to any extent, such provision of this Agreement will be enforced to the maximum extent permissible by applicable law so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by facsimile transmission or electronic mail, and such copies of executed signature pages will be binding as originals.

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

BRISTOL-MYERS SQUIBB COMPANY			EXSCIENTIA, LTD

By:			By:

Name:			Name:

Title:			Title:

Date:			Date:

SCHEDULE A

COLLABORATION AGREEMENT

Collaboration and License Agreement, by and between Bristol-Myers Squibb Company and
Exscientia Limited, dated as of [________], 2021.

[See Attached.]

SCHEDULE B

MATERIALS

[To be provided.]

SCHEDULE C

PURPOSE

[To be provided.]

Exhibit G

CERTIFICATE FOR COLLABORATION TARGETS

This Certificate for Collaboration Targets (the “Certificate”) is given pursuant to Section 3.3(b) of the Collaboration and License Agreement executed as of ________________ 2017 (the “Agreement”) by and between Exscientia Limited (“Exscientia”) and Bristol-Myers Squibb Company (“BMS”) effective on [date] (the “Certificate Effective Date”). All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement, as may be amended from time to time.

The following representations and warranties apply with respect to the proposed Collaboration Target identified in Attachment A attached hereto (the “Selected Target”) and any Licensed Compounds, Target Compounds and Licensed Products with respect to such Selected Target as contemplated to be Developed and Commercialized in accordance with the Research Program and the Agreement.

Exscientia hereby represents and warrants as of the Certificate Effective Date as follows:

(a) It is not a party to any agreement that would prevent it from granting the rights granted to BMS under the Agreement or performing its obligations under the Agreement with respect to the Selected Target.

(b) Exscientia has not entered into any agreements, either oral or written, with any Third Party relating to the Development, Commercialization or manufacture of Licensed Compounds, Target Compounds or Licensed Products with respect to the Selected Target in the Field in the Territory.

(c) Except as disclosed by Exscientia in writing to BMS’ Patent Contact prior to the Certificate Effective Date, there are no pending, and to Exscientia’s knowledge, no threatened, actions, suits or proceedings against Exscientia involving the Exscientia Licensed IP as it relates to Licensed Compound, Target Compounds or Licensed Products with respect to the Selected Target.

(d) Exscientia has not granted (and Exscientia covenants that during the Term it shall not grant, except in accordance with the express terms and conditions of the Agreement) any license or any option for a license under the Exscientia Licensed IP to any Third Party to develop, make, use or sell any Licensed Compound, Target Compound or Licensed Product with respect to any Collaboration Target in the Field in any country in the Territory.

Exscientia has caused this Certificate to be executed by its duly authorized representative effective as of the Certificate Effective Date.

	Exscientia Limited

	By:
	Name:
	Title:

Attachment A

Selected Target

Exhibit H

Reserved Target List

[****]

Exhibit I

Animal Care and Use

(a)

If Exscientia is accredited by the Association for Assessment and Accreditation of Laboratory Animal Care International (“AAALAC”), it will follow procedures established as the basis of that accreditation and will be asked to complete an Animal Welfare Risk Assessment questionnaire. Exscientia represents and covenants that its AAALAC accreditation unit number is [N/A]¹ and that Exscientia will use all reasonable efforts to maintain such AAALAC accreditation during the term of this Agreement. Further, Exscientia will provide BMS with a copy of the most recent accreditation letter. If during the course of the Agreement, Exscientia loses its accreditation or receives any notice, warning or reprimand from AAALAC or any governmental or regulatory agency related to animal care and use, Exscientia will promptly notify BMS in writing. Loss of AAALAC accreditation shall be grounds for immediate termination of the Agreement by BMS. AAALAC accreditation serves as presumptive evidence of an acceptable animal care and use program. Therefore, additional assurances, other than those set forth in the Animal Care and Use Guidelines for Bristol-Myers Squibb Company Contractors related to animal care and environment will not be required from contractors that are accredited by AAALAC.

(b)

If Exscientia is not AAALAC accredited it will, prior to the commencement of the Research complete an Animal Welfare Risk Assessment questionnaire and provide the BMS Animal Welfare Risk Assessment Team (“AWRAT”) with sufficient documentation in such manner, format and frequency as BMS may require in its sole reasonable discretion, to assure appropriate care and use of animals. Such documentation may include, without limitation, government inspection reports, animal test methods, animal use protocols, and any other written descriptions of animal care and use. This documentation must demonstrate compliance with the current Guide for the Care and Use of Laboratory Animals (Institute for Laboratory Animal Resources, National Research Council, National Academy of Sciences), or an equivalent reference, and apply to all animal studies conducted for BMS by any contract facility.

(c)

Exscientia shall comply with all applicable laws and regulations governing animal research and its own standards. Exscientia acknowledges the Animal Care and Use Guidelines for Bristol-Myers Squibb Company Contractor, set forth below. To the extent of any conflict or inconsistency between these guidelines and applicable local laws/regulations, the more stringent and animal-protective requirements shall be followed.

(d)

Exscientia represents and warrants that prior to the start of any projects or research involving animals, Exscientia will have undergone (regardless of AAALAC accreditation) a BMS Animal Welfare Risk Assessment (“BMS AWR Assessment”). Exscientia shall reasonably cooperate in such BMS AWR Assessment at no additional cost to BMS.

¹ NTD: To be completed, as may become applicable.

(e)

Whenever possible, live animals used by or on behalf of Exscientia as part of this Agreement should remain the property of Exscientia. Upon reasonable advance notice during the term of this agreement, representatives of BMS may visit the research facilities to audit the care, treatment, and use of the animals used in the research. This includes the right to review any correspondence with or reports from governmental agencies or accrediting organizations responsible for animal welfare or quality assurance. Exscientia shall:

(i)

be responsible for the cost of correcting any deficiencies revealed by any such audit, unless the parties otherwise agree, in writing;

(ii)

notify BMS promptly after Exscientia’s receipt of notice of any proposed inspection by a government or regulatory authority that relates to this Agreement or the transactions contemplated by it; and

(iii)

notify BMS promptly after Exscientia’s self-identification of any material violation of this Agreement and/or any failure to comply with any laws applicable to this Agreement or the transactions contemplated by this Agreement by Exscientia or any of its agents or subcontractors.

(f)

The Parties acknowledge that for certain projects BMS may permit Exscientia to order animals under an existing BMS contract with a supplier of animals (“Supplier”).

(g)

Subject to any rights to the intellectual property in accordance with the Agreement including any intellectual property embodied in the animals, Exscientia agrees that all rights, title and interests in the animals themselves as well as ownership shall at all times be with Exscientia and not with BMS. Exscientia agrees to assume all costs associated with shipment/transfer of the animals from Supplier.

(h)

Exscientia agrees that it shall be solely responsible for its possession, treatment, safe keeping and use of the animals in accordance with all applicable laws, ordinances, rules and regulations. BMS will at all times bear no responsibility for the animals.

(i)

All animals which are procured from the BMS SUPPLIER are supplied “AS IS.” BMS MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE animals AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE. BMS DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO ANY THIRD PARTY RIGHTS AND TITLE.

(j)

Exscientia shall be solely responsible for any liabilities, damages, costs and losses incurred by it or any Third Party arising out of any use, handling, storage or disposal of the animals, and, to the extent not prohibited by law, Exscientia shall indemnify, defend and hold BMS, its directors, employees and agents harmless from and against any liabilities, damages, costs and losses incurred by any of them or which may be claimed by Exscientia, any of its personnel, or any third party arising out of any use, handling, storage or disposal of the animals. Furthermore, Exscientia hereby releases and discharge BMS from any and all claim or liability, and from any all damages and claims arising from any all alleged defects, or any nature, whether known or unknown, in the animals.

Animal Care & Use Guidelines for Bristol-Myers Squibb Co. Contractors

BMS is committed to providing safe and effective, quality products. This commitment, at times, requires the responsible care and use of animals for research or testing. It is the policy of BMS to insist that its scientists always consider replacing the use of animals by other methods, reducing the number of animals used, and refining procedures to enhance animal welfare. Exscientia is expected to treat all animals used in BMS related studies in a caring and humane manner while maintaining a standardized environment and husbandry program.

The BMS Animal Welfare Risk Assessment Team must evaluate the animal care and use program of Exscientia (including commercial laboratories, academic institutions, veterinary practices, farms, and other animal care agencies/facilities) for conformance to published regulations and BMS standards for the humane care, treatment, and use of all animals.

The current Guide for the Care and Use of Laboratory Animals (Institute for Laboratory Animal Resources, National Research Council, National Academy of Sciences), BMS internal standards, and applicable governmental regulations are our primary standards for conducting animal-based testing. To assist each applicable unit of BMS in assuring appropriate animal care and use for company-sponsored work performed at AAALAC accredited contractor facilities, the following standards apply:

All studies, tests, or other procedures paid for by BMS and involving the use of live animals must be reviewed and approved by Exscientia’s Animal Care and Use Committee, or an equivalent committee (e.g., animal ethics committee),

Studies, tests, or other procedures paid for by BMS and involving the use of live animals must also be reviewed for deviations from accepted practices by the BMS AWRAT.

It is the responsibility of the BMS Study Monitor/Sponsor to inform BMS AWRAT of the activities before they begin. Such review is not required for donations of product (test material), benevolent grants, or other activities which BMS does not specifically request or direct.

Suitable documents for review include protocols, animal test method forms, written descriptions of related animal use activities, etc.

Exscientia must have written procedures or standards for the humane care and treatment of all animals utilized.

Additional Standards for Non-AAALAC Accredited Contract Facilities

Exscientia must comply with all applicable local governmental regulations at the location of the Research. Where the applicable local regulations are less stringent than the standards set forth below, the standards below, which comply with the current Guide for the Care and Use of Laboratory Animals (Institute for Laboratory Animal Resources, National Research Council, National Academy of Sciences) should be followed for all animal studies conducted for BMS.

▪

Only animals that are lawfully acquired in compliance with applicable ordinances and regulations shall be used by Exscientia. Exscientia must have written procedures for animal care and use, including appropriate veterinary medical care and environmental controls.

Animals must be provided with an environment (housing design, ambient temperature, humidity, lighting, ventilation, etc.) that is consistent with their physiological and behavioral needs. Appropriate sanitation and environmental enrichment should be provided.

Animals must be provided a diet that matches their nutritional needs, including having an adequate supply of clean, potable water, unless scientifically justified otherwise.

Animals must be provided veterinary medical care consistent with current veterinary medical standards. This includes routine surveillance for pathogens, preventative care, care for research-related medical conditions, and weekend, holiday, and emergency care. A program to document medical care must be established.

Animals must be humanely euthanatized using accepted veterinary procedures. Euthanasia methods shall be consistent with the American Veterinary Medical Association’s Guidelines on Euthanasia, or equivalent references. Animals that would otherwise suffer severe or chronic pain or distress that cannot be relieved must be euthanatized at the end of the procedure or, if appropriate, during the procedure. Humane endpoints should be used to determine when euthanasia is appropriate.

All staff working with animals must have the appropriate training and experience to conduct their assigned duties.

A pest control program must be in place to prevent vermin infestation.

The animals selected for a procedure must be the appropriate species, have the appropriate health status, and be the minimum number required to obtain valid results.

Non-animal methods will be used in place of animal studies whenever scientifically appropriate.

Where exceptions are required to the aforementioned standards, the decision to permit an exception should not rest with the investigators directly concerned, but should be made by an appropriate review group such as an institutional animal care and use committee or animal ethics committee. Such exceptions should not be made solely for the purposes of teaching or demonstration.

Exhibit J

Personal Data Requirements

In working with BMS under this Agreement, Exscientia may gain access to “Personal Data”, which shall mean any information which identifies or is capable of identifying a living individual, or as otherwise defined as “Personal Data” by Applicable Laws, including BMS or BMS customers, consumers, patients, employees, personnel, shareholders, physicians, suppliers, consultants and competitors, whether verbal or recorded in any form or medium, disclosed to Exscientia, or collected by Exscientia on BMS behalf, including (a) an individual’s name, address, phone number, e-mail address, Social Security number or other country identifier, driver’s license number, bank account information, or credit card information and (b) all information, data and materials, including without limitation, demographic, medical and financial information, that relate to (i) the past, present, or future physical or mental health or condition of an individual, (ii) the provision of health care to an individual or (iii) the past, present, or future payment for the provision of health care to an individual. For the purposes of this Agreement, Personal Data includes all patient data.

Exscientia agrees that, in the event any of activities under this Agreement related to Personal Data are subcontracted out to a third-party subcontractor, Exscientia shall obtain a written certification from said third-party subcontractor that it agrees to comply with each and every provision of this Exhibit J, entitled “Personal Data.” Exscientia shall provide a copy of the written certification to BMS.

Collection, use, disclosure, retention and other processing of Personal Data may be regulated by certain privacy and data security laws.

When collecting, using, disclosing, retaining or otherwise processing Personal Data pursuant to this Agreement, Exscientia agrees to comply with all applicable privacy and data security laws, rules and regulations in those respective jurisdictions where Exscientia conducts its activities and/or collects, uses, discloses or otherwise processes Personal Data pursuant to this Agreement. For purposes of this Exhibit J applicable privacy and data security laws, rules, and regulations include those Applicable Laws related to the transmission or communication of Personal Data via mail, telephone, computer, wireless technology, facsimile, or other such means. Without limiting the foregoing and in addition to any other obligations under this Agreement, Exscientia further agrees to each of the following provisions.

a. Exscientia agrees to collect, use, disclose, retain and otherwise process Personal Data solely as required by this Agreement and limited to that which is necessary for the purpose of performing its obligations under this Agreement, subject to the requirements of Applicable Laws.

b. When collecting, using, disclosing, retaining or otherwise processing Personal Data for or on behalf of BMS, Exscientia will comply with BMS privacy policies and any other applicable policies, including, without limitation, ones related to confidentiality and data security supplied by BMS from time to time.

c. Any and all consents collected by Exscientia from individuals on behalf of BMS relating to collection, use, disclosure, retention and other processing of the individual’s Personal Data, must be retained by Exscientia for at least ten (10) years after termination or expiration of this Agreement.

d. Exscientia agrees to establish commercially reasonable controls to prevent unauthorized access, use or disclosure of Personal Data. Exscientia will implement reasonable safeguards that reasonably and appropriately protect the confidentiality, integrity, and security of Personal Data. Such safeguards shall include the encryption of sensitive Personal Data that includes United States Social Security numbers (or the comparable identifiers in other countries), driver’s license numbers, medical information, bank account numbers and/or credit card information, when such data is transmitted or at rest, including but not limited to data located on laptops, back-up tapes, USB flash drives and other portable devices. For purposes of this Exhibit J, Exscientia shall consider the standards set forth in ISO/IEC 27002:2005 as commercially reasonable data protection controls and safeguards unless and until other such standards are supplied to Exscientia by BMS from time to time.

e. Exscientia shall promptly report to BMS any and all breaches of data security of which it becomes aware with respect to any Personal Data, including any attempted unauthorized access, use, or disclosure of such Personal Data. Exscientia agrees to use its best efforts to mitigate the effects of any breach, to promptly propose corrective action to BMS, and to promptly undertake all corrective action as reasonably approved or requested by BMS.

f. Exscientia agrees to provide BMS and/or its representatives with a right to audit at BMS’ discretion Exscientia’s business processes, books, records and practices relating to collection, use, disclosure, retention and other processing of Personal Data. BMS shall be responsible for BMS’ costs associated with the audit. In no event shall BMS be responsible for paying any of Exscientia’s fees and expenses associated with the audit.

g. Upon expiration or termination of this Agreement, or at any time upon request of BMS, Exscientia shall return to BMS and/or destroy, at the sole discretion of BMS, all Personal Data held in any form or medium whatsoever, collected or received from or on behalf of BMS. Exscientia shall promptly send BMS a written certification signed by an officer of Exscientia acknowledging that all Personal Data has been returned and/or destroyed in accordance with BMS’ instructions.

h. Any collection, use, disclosure, retention and other processing of the Personal Data other than as contemplated by this Agreement will be deemed a material breach of this Agreement and subject to the applicable provisions of this Agreement related to a material breach.

i. Exscientia will assist BMS in the fulfillment of the obligation to respond to the exercise of any privacy rights of individuals.

j. Exscientia agrees to amend this Exhibit J at any time as requested by BMS in order to comply with any Applicable Laws relating to privacy and data security in those respective jurisdictions where Exscientia conducts its activities and/or collects, uses, discloses or otherwise processes Personal Data pursuant to this Agreement.

Exhibit K

Lead Optimization Data Package

Each Lead Optimization Data Package must include at least the following:

[****]

Exhibit L

Development Candidate Data Package

Each Development Candidate Data Package must contain at least the following:

[****]

Exhibit M

Warranties of Exscientia as of each Delivery Date

With respect to the Collaboration Target of such Lead Optimization Data Package or such Development Candidate Data Package and any Target Compound (and any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target, except as disclosed in the relevant Data Package Disclosure, Exscientia represents and warrants to BMS, as of the Delivery Date, that:

(a) (i) to Exscientia’s knowledge, any issued Patents within the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound are in full force and effect as of the Delivery Date and (ii) all fees required to maintain such issued Patents have been paid to date;

(b) no claim has been issued or served, or written threat of a claim or litigation made by any Person, against Exscientia that alleges that any Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound is invalid or unenforceable;

(c) Exscientia Controls all Target Compounds for such Collaboration Target that have been Developed under the Research Program such that it is able to grant the rights and licenses to BMS hereunder with respect to such Target Compounds;

(d) Exscientia is not subject to any payment obligations to Third Parties with respect to such Collaboration Target, or the Development, manufacture or Commercialization of such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound;

(e) Exscientia has not granted any right, license or option (including a right of consent or a right of first negotiation) to any Third Party that would conflict with the rights granted to BMS hereunder with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound;

(f) Exscientia has not entered into any agreement with a Third Party or used any Information or Patents of a Third Party in connection with the generation or development of the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound, or incorporated any Information of a Third Party into the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound, in each case, where such agreement or such use or incorporation (i) grants, or obligates Exscientia to grant, any right, license or option (including a right of consent or a right of first negotiation) to any Third Party in, to or under any Collaboration IP or (ii) obligates Exscientia to disclose any Collaboration IP to a Third Party or to publicly disclose any Collaboration IP;

(g) the Exscientia Licensed IP existing as of the Delivery Date with respect to such Collaboration Target and/or any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) is free and clear from any Liens, and Exscientia has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement;

(h) as of the Delivery Date, except for the Patents comprised in the Exscientia Licensed IP that is licensed to Exscientia pursuant to the Third Party License Agreements, Exscientia is the sole owner of all right, title and interest in and to (free and clear from any Liens of any kind) any Patents comprised in the Exscientia Licensed IP;

(i) Exscientia has not granted any license or any option for a license under the Exscientia Licensed IP to any Third Party to develop, make, use or sell in the Field any Target Compound, Licensed Compound or Licensed Product in any country in the Territory with respect to such Collaboration Target;

(j) Exscientia has not granted to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific Patents.

(k) to Exscientia’s knowledge, the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound existing as of the Delivery Date was not obtained in violation of any contractual or fiduciary obligation owed by Exscientia or its employees or agents to any Third Party or through the misappropriation of the Intellectual Property Rights (including any trade secret rights) from any Third Party;

(l) there are no pending, and to Exscientia’s knowledge, no threatened actions, suits or proceedings against Exscientia involving the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound;

(m) to Exscientia’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound;

(n) no person, other than former or current employees of Exscientia who are obligated in writing to assign his/her inventions to Exscientia, is an inventor of any of the inventions claimed in the Exscientia Background Patents with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound filed or issued, except for those Third Party inventors of those inventions that fall within the Exscientia Licensed IP Controlled by Exscientia and as to which Exscientia has obtained an assignment. All inventors of any inventions included within the Exscientia Licensed IP that are existing as of the Delivery Date with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Exscientia. No present or former employee or consultant of Exscientia owns or has any proprietary, financial or other interest, direct or indirect, in the Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound (other than any interest as a shareholder) that has not been assigned to Exscientia. To Exscientia’s knowledge, there are no claims that have been asserted in writing challenging the inventorship of the Exscientia Background Patents with respect to such Collaboration Target and/ any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target;

(o) all Development (including pre-clinical studies and Clinical Trials) related to such Collaboration Target, or any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target, conducted by on behalf of Exscientia prior to the Delivery Date has been conducted in accordance with all Applicable Laws (including, to the extent applicable, GLP and GMP);

(p) Exscientia has not entered into any agreement under which Exscientia (i) has obtained a license or sublicense of rights from a Third Party to such Collaboration Target, or to any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target, or to any Exscientia Licensed IP with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound, or (ii) has granted a license, sublicense, option or right to a Third Party that remains in effect as of the Delivery Date to Develop, manufacture or Commercialize the Collaboration Target or any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for such Collaboration Target, or (iii) has granted to any Third Party any right or license or option to enforce or obtain any patent term restoration for any of the Exscientia Background Patents with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound;

(q) each Third Party License Agreement for such Collaboration Target is in full force and effect as of the Delivery Date;

(r) Exscientia and its Affiliates are in compliance in all material respects with respect to each Third Party License Agreement for such Collaboration Target, and have performed all material obligations required to be performed by them to date under each such Third Party License Agreement. Neither Exscientia nor its Affiliates are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect under each such Third Party License Agreement and, to the knowledge of Exscientia, no other party to any Third Party License Agreement is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder;

(s) Exscientia has not obtained or filed, any INDs, MAAs or Regulatory Approvals or any other form of regulatory application for approval of clinical trials, marketing or other purpose, for any Target Compound (or any product constituting, incorporating, comprising or containing any such Target Compound) for the Collaboration Target;

(t) Exscientia has disclosed in writing to BMS’ in-house patent counsel (i) all Exscientia Background Patents with respect to such Collaboration Target, any Target Compound for such Collaboration Target and/or any product constituting, incorporating, comprising or containing any such Target Compound existing as of the Delivery Date and (ii) the jurisdiction(s) by or in which each such Exscientia Background Patent has been issued or in which an application for such Exscientia Background Patent has been filed, together with the respective patent or application numbers. All fees required to maintain such issued Exscientia Background Patents have been paid; and

(u) Exscientia, to its knowledge, has not failed to disclose (or cause to be disclosed) any material information or data that could reasonably be expected to cause such information and data that has been disclosed to BMS on the Delivery Date to be misleading in any material respect.

Attachment 1

Third Party License Agreements as of the Delivery Date

Exhibit N

Disclosures

[****]

Exhibit 10.9

AMENDED AND RESTATED COLLABORATION AGREEMENT

between Bayer AG

Muellerstrasse 178

13353 Berlin

Germany

(hereinafter referred to as “BAYER”)

and Exscientia Ltd.

The Schrodinger Building

Oxford Science Park

Oxford, OX4 4GE

United Kingdom

(hereinafter referred to as “EXSCIENTIA”)

RESTRICTED

TABLE OF CONTENTS

Page

1.	Definitions	4
2.	Subject Matter of the Agreement	14
3.	Performance of the Research Plans	15
4.	Supply of Material	19
5.	Governance	19
6.	Payment	26
7.	Books, Records, Audit	33
8.	Intellectual Property Rights	35
9.	Confidentiality	38
10.	Press Release	41
11.	Warranty and Indemnification	42
12.	Term of Agreement andTermination	44
13.	Miscellaneous	45

WHEREAS:

(A)

BAYER is engaged in the research, development and commercialization of pharmaceutical products;

(B)

EXSCIENTIA is engaged in Artificial Intelligence (AI)-based drug discovery and has developed a technology platform that delivers recommended compounds;

(C)

BAYER and EXSCIENTIA are interested in collaborating in the identification and discovery of Collaboration Compounds directed to [****] Collaboration Targets, through the performance of the Research Plans (each as defined below);

(D)

The parties intend that BAYER will own the Collaboration IP, as defined herein, all on the terms and conditions set forth in this Agreement; and

(E)

BAYER has informed EXSCIENTIA that, in addition to the projects of BAYER with EXSCIENTIA under this Agreement, BAYER may have been and may continue or start to be actively engaged in further drug discovery projects outside the Research Plans relating to Collaboration Targets, including projects with the involvement of Third Parties;

(F)

The Parties signed a Collaboration Agreement with the same subject as the present Amended and Restated Collaboration Agreement already on 18 December 2019 (the “Old Collaboration Agreement”). In the meantime, some minor changes were necessary, in particular in the Annexes 1.18 and 1.58 regarding the first Collaboration Target [****]. The Parties, therefore, decided to sign the present Amended and Restated Collaboration Agreement, which shall delete and fully replace the Old Collaboration Agreement with effect from 18 December 2019 as soon as the last Party has signed the present Amended and Restated Collaboration Agreement.

NOW, THEREFORE, the Parties hereto enter into the following Amended and Restated Collaboration agreement (hereinafter the “Agreement”):

Definitions

1.1.

“Affiliate(s)” means any business entity controlled by, controlling, or under common control with a Party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it (i) owns directly or indirectly, more than fifty percent (50%) of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity having the power to vote on or direct the affairs of such business entity, as applicable (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction), or (ii) possesses, directly or indirectly, the power to direct or cause the direction of the policies and management of such business entity, as applicable, whether by the ownership of stock, by contract or otherwise.

1.2.

“Agreement” means this document, including its Annexes.

1.3.

“Agreement Term” means the period commencing on the Effective Date and ending when no further payments under the Agreement (including milestone and royalty payments) are, or may become, payable.

1.4.

“Alliance Manager” has the meaning as set forth in Section 5.1 of the Agreement.

1.5.

“Applicable Law” shall mean all applicable laws, rules and regulations (including any rules, regulations, guidelines or other requirements of regulatory authorities) that may be in effect from time to time.

1.6.

“BAYER” means Bayer AG

1.7.

“BAYER Background IP” means any Intellectual Property Rights Controlled by a BAYER PARTY that are necessary or reasonably useful for the performance of any Research Plan, including the BAYER Material IP; BAYER Background IP includes, without limitation, the patents and patent applications listed in Annex 1.7 which BAYER may update from time to time during the Research Term.

1.8.

“BAYER Material” means all material and data Controlled by a BAYER PARTY that is necessary or reasonably useful for the activities to be conducted by either Party under any Research Plan, including the material and data specified in the Research Plans.

1.9.

“BAYER Material IP” means any Intellectual Property Rights subsisting in the BAYER Material.

1.10.

“BAYER Party” means BAYER, its sublicensee(s) and any of BAYER's or its sublicensee's(s’) Affiliates.

1.11.

“Business Day” means a day other than a Saturday, Sunday or any day on which commercial banks located in Oxford and Berlin are authorized or obligated by law to be closed.

1.12.

“Calendar Year” means each period of time beginning on January 1 and ending December 31, except for the first Calendar Year, which shall begin on the Effective Date and end on December 31, 2019.

1.13.

“Clinical Trial” means a Phase I Trial, Phase II Trial or Phase III Trial, as applicable.

1.14.

“Collaboration Compound” means:

(a)

any compound identified against a Collaboration Target that exhibits bona fide binding to that Collaboration Target, whose structure has been: (i) recommended to BAYER by the EXSCIENTIA Technology and/or (ii) invented or synthesized by either Party or jointly by the Parties, in each of the cases (i) and (ii) in the course of the performance of any Research Plan; or

(b)

a Derivative Compound.

1.15.

“Collaboration Compound Criteria” means, for each Collaboration Target, the requirements relating to Collaboration Compounds against that Collaboration Target, as specified in the relevant Research Plan.

1.16.

“Collaboration IP” means all Intellectual Property Rights subsisting in the Collaboration Material.

1.17.

“Collaboration Material” means any information, data, finding, know how, test result, discovery, invention, process, method, technique, formula, material, specification or improvement whatsoever (whether patentable or not) that are generated in the course of or as a result of the activities under the Research Plans, including without limitation all Collaboration Compounds, and excluding any Exscientia Technology and BAYER Material.

1.18.

“Collaboration Target” means each target set out in Annex 1.18 and those targets nominated by BAYER after signature of the Agreement and approved by EXSCIENTIA pursuant to Section 3.1.6. The Parties agree that there will be in total [****] Collaboration Targets directed against within the Collaboration.

1.19.

“Combination Product” means:

(a)

a single pharmaceutical formulation containing as its active ingredients both a Collaboration Compound and one or more other active ingredients; or

(b)

a combination therapy comprising of any Product or Collaboration Compound, on the one hand, andany other drug or biological product, priced and sold in a single package containing such multiple products or separately packaged but sold together for a single price, whether or not such separately packaged drug or biological product is approved for marketing and sale under the Applicable Law, and in each case including all dosage forms, formulations, presentations, line extensions and package configurations.

All references to Product in this Agreement shall be deemed to include Combination Products.

1.20.

“Commercially Reasonable Efforts” means:

(a)

in relation to EXSCIENTIA, the level of efforts consistent with [****]; and

(b)

in relation to BAYER, the level of efforts consistent with [****].

1.21.

“Confidential Information” has the meaning as set forth in Section 9.1 of the Agreement.

1.22.

“Control” means: (a) in relation to any Intellectual Property Right, the possession by a Party of the right to grant a licence or sublicence of that Intellectual Property Right under the terms of this Agreement without breaching the terms of any agreement between that Party and any other person; and (b) in relation to materials, the possession by a Party of the right to supply those materials to the other Party under the terms of this Agreement without breaching the terms of any agreement between that Party and any other person.

1.23.

“Deliverables” shall mean the deliverables to be submitted by EXSCIENTIA to BAYER, as specified in detail in the relevant Research Plan.

1.24.

“D2 Criteria” means the milestone criteria for the "Start of Lead Optimization: D2" as set out in the relevant Research Plan.

1.25.

“Derivative Compound” means:

(a)

a compound directed to any Collaboration Target, which compound was not inlicensed from an independent Third Party and was invented and synthesized by or on behalf of BAYER after expiration or earlier termination, as applicable, of the Research Term, and was derived through chemical modification(s) to an existing Collaboration Compound’s structure; or

(b)

a salt, base, acid, hydrate, solvate, polymorph, metabolite, prodrug, isomer, ester, racemate, isoform, tautomer, diastereomer, enantiomer, or stereoisomer of a Collaboration Compound or a compound described in limb (a) above.

1.26.

“Effective Date” means 18 December 2019.

1.27.

“Executive Officers” means the Chief Executive Officer of EXSCIENTIA and the Head of Small Molecule Innovation of BAYER.

1.28.

“EXSCIENTIA” means EXSCIENTIA Ltd.

1.29.

“EXSCIENTIA Technology” means the proprietary coding, software, mathematical or probabilistic models that predict the likelihood of compounds being active against a specified biological target or having a particular ADMET parameter, automated design algorithms, evolutionary design algorithms, active learning algorithms, an integrated structural database, and structure-based design programs, in each case which are Controlled by EXSCIENTIA as of the Effective Date or otherwise during the relevant Research Term and which comprise EXSCIENTIA’s artificial intelligence-based drug discovery platform.

1.30.

“EXSCIENTIA Technology IP” means the Intellectual Property Rights subsisting in the EXSCIENTIA Technology.

1.31.

“Field” means any use, including, without limitation, in the research, development and commercialization of therapeutic, diagnostic or agricultural products.

1.32.

“First Commercial Sale” means, on a country-by-country and Product-by-Product basis, the first invoiced sale of that Product by a BAYER Party to a Third Party in any country after grant of marketing authorization in the applicable country or jurisdiction, provided that where such a First Commercial Sale has occurred in a country for which pricing approval is necessary for widespread sale, then such sale shall not be deemed a First Commercial Sale until such pricing approval has been obtained. If no Regulatory Approval is required in the applicable country, the first invoiced sale of that Product by a BAYER Party to a Third Party in that country shall deemed a First Commercial Sale. For the avoidance of doubt, supply of Product as samples or to patients for compassionate use, named patient use, clinical trials or other similar purposes shall not be considered a First Commercial Sale.

1.33.

“Force Majeure” has the meaning as set forth in Section 13.2 of the Agreement.

1.34.

“Generic Product” means, with respect to a Product being sold in any country, a product that is: (a) not produced, licensed or owned by a BAYER Party; and (b) contains the same, or a derivative of the active pharmaceutical ingredient, as such Product regardless of the dosage and formulation of such product.

1.35.

“Half Year” means each period of six (6) consecutive months ending on 30 June or 31 December, except for the first Half Year, which shall start on the Effective Date and end on 30 June or 31 December following the Effective Date, whichever is earlier.

1.36.

“IND / CTA Submission” means: (a) any investigational new drug application filed with the FDA pursuant to § 312 of Title 21 of the US Code of Federal Regulations (as amended from time to time) prior to beginning clinical trials in humans in the United States; or (b) any clinical trial application filed with the European Medicines Agency.

1.37.

“Indemnifying Party” has the meaning as set forth in Section 11.4 of the Agreement.

1.38.

“Indemnitee(s)” has the meaning as set forth in Section 11.4 of the Agreement.

1.39.

“Independent Accountant” means (i) any of KPMG, PwC, Deloitte or EY (or their successors) or (ii) any other internationally recognized independent public accountant approved by BAYER in writing.

1.40.

“Intellectual Property Rights” means: (a) copyright, patents, database rights, and rights in trade marks, designs, know-how and confidential information, each whether registered or unregistered; (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

1.41.

“Iteration” means an optimization cycle encompassing the design, synthesis and profiling of 15 to 25 compounds.

1.42.

“Joint Steering Committee” or “JSC” has the meaning as set forth in Section 5.2 of the Agreement.

1.43.

“Losses” means any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses).

1.44.

“Net Sales” means the gross amount invoiced by BAYER and/or its affiliates and/or its sublicensees (as applicable) for sales of a Product (including Combination Products) to Third Parties, less the following deductions:

[****] lump sum of the gross amount invoiced to cover transportation, freight, insurance, distribution, shipping, packaging and handling costs;

II.

Value-added tax or customs duties invoiced by BAYER and/or its affiliates and/or its sublicensee (as applicable) directly in relation to the Product;

III.

Allowances or credits granted by BAYER and/or its affiliates and/or its sublicensees (as applicable) to Third Parties on account of rejections, damaged stock, retroactive price reductions, outdating, returns, billing errors or recalls of a Product;

IV.

[****] lump sum of the gross amount invoiced to cover bad debt charges;

Quantity, early payment, cash settlement and other trade discounts granted by BAYER and/or its affiliates and/or its sublicensees (as applicable) to Third Parties;

VI.

Rebates, chargebacks or premiums granted by BAYER and/or its affiliates and/or its sublicensees (as applicable) to Third Parties;

VII.

Rebates, fees, discounts or other charges paid or granted by BAYER and/or its affiliates and/or its sublicensees (as applicable) as required by government or public healthcare legislation, as reasonably allocated to the Product; and

VIII.

Cost of customer programs agreed upon by the parties such as cost effectiveness or patient assistance studies or programs designed to aid in patient compliance with medication schedules in connection with the sales of a Product.

Gross sales of Products shall be deemed to have been made on the date on which they are recognised in BAYER’s financial accounts, in accordance with their standard accounting procedures. All deductions from gross sales except those defined above as lump sums may be made on an accrual basis.

For the purpose of calculating Net Sales, the Parties recognize that: (a) customers may include persons in the chain of commerce who enter into agreements with BAYER and/or its affiliates and/or its sublicensees (as applicable) as to price even though title to the Product and/or payment does not pass directly from BAYER to such customers; and (b) in such cases, chargebacks paid by BAYER and/or its affiliates and/or its sublicensees (as applicable) to, or through, another party (such as a wholesaler) can be deducted from total gross amount invoiced in order to calculate Net Sales.

In the event that a Product is sold in the form of a Combination Product, then, for the purpose of calculating royalties due:

(i)

Net Sales will be adjusted by multiplying by the fraction A/(A+B) where A is the gross per unit invoice price of the Product, if sold separately, and B is the gross per unit invoice price of any other active ingredient(s) in the combination, if sold separately. If, on a country-by-country basis, the other active ingredient(s) in the combination are not sold separately in that country, Net Sales will be adjusted by multiplying by the fraction A/C where A is the gross per unit invoice price of the Product, if sold separately, and C is the gross per unit invoice price of the Combination Product;

(ii)

in each case, the gross per unit invoice price shall be the one applicable during the relevant Quarter in which the sales occurred or, if sales of both the Product and the other product(s) did not occur in such Quarter, then in the most recent Quarter in which sales of both occurred; and

(iii)

if, on a country-by-country basis, neither the Product nor the other active ingredient(s) of the Combination Product are sold separately in such country, then the fraction by which the Net Sales value shall be determined between the Parties in good faith.

1.45.

“Overpayment Amount” has the meaning specified in Section 7.2(h) of the Agreement.

1.46.

“Party” means individually BAYER or EXSCIENTIA, and "Parties" means collectively BAYER and EXSCIENTIA.

1.47.

“Patent Rights” mean:

(a)

all national, regional and international patents, patent applications, utility models, design patents and design rights filed in any country of the world including provisional patent applications;

(b)

all patents, patent applications, utility models, design patents and design rights filed either from such patents, patent applications, utility models, design patents, design rights or provisional patent applications or claiming priority from either of these, including any continuation, continuation-in part, division, provisional, converted provisional and continued prosecution applications, or any substitute application;

(c)

any patent issued with respect to or in the future issued from any such patent applications;

(d)

any and all extensions or restorations by existing or future extension or restoration mechanisms, including reissues, re-examinations, and extensions (including any supplementary protection certificates and the like) of the foregoing patents, patent applications, utility models, design patents and design rights; and

(e)

any foreign counterparts of the foregoing.

1.48.

“PCC Criteria” means the milestone criteria for the "Start of the Preclinical Development: PCC", set out in the relevant Research Plan.

1.49.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, business trust, joint venture company, governmental authority, association or other entity.

1.50.

“Phase I Trial” means a human clinical trial in any country that would satisfy the requirements of 21 C.F.R. § 312.21(a), as amended from time to time, or its equivalent outside the United States.

1.51.

“Phase II Trial” means a human clinical trial, for which the primary endpoints include a determination of dose ranges and/or a preliminary determination of efficacy in patients being studied as described in 21 C.F.R. § 312.21(b), as amended from time to time, or its equivalent outside the United States.

1.52.

“Phase III Trial” means a human clinical trial that is prospectively designed to demonstrate statistically whether a product is safe and effective for use in humans in a manner sufficient to obtain regulatory approval to market such product in patients having the disease or condition being studied, as described in 21 C.F.R. § 312.21(c), as amended from time to time, or its equivalent outside the United States.

1.53.

“Product” means any therapeutic product incorporating as an active therapeutic ingredient a Collaboration Compound.

1.54.

“Quarter” means each period of three (3) months ending on March 31, June 30, September 30, or December 31, and "Quarterly" shall be construed accordingly.

1.55.

“Regulatory Approval” means any approval, licence, registration or authorization necessary for the marketing or sale of a Product in the applicable regulatory jurisdiction.

1.56.

“Regulatory Authority” means any national, supranational, regional, state or local regulatory authority, agency, department, bureau, commission, council or other governmental entity, in each case involved in the granting of a Regulatory Approval.

1.57.

“Research Term” means the period from and including the Effective Date to and excluding the date that is [****] years after the Effective Date.

1.58.

“Research Plan” means, in respect of each Collaboration Target, the plan specifying the responsibilities and obligations of the Parties with respect to that Collaboration Target, as set out in Annex 1.58 (or, in relation to any replacement Collaboration Target agreed pursuant to Section 3.1.5 or, in relation to any Collaboration Target nominated and approved after signature of the Agreement pursuant to Section 3.1.6, the Research Plan agreed pursuant to Section 3.1.5 or 3.1.6, as applicable), in each case as may be amended from time to time in accordance with Section 5.2.3.

1.59.

“Royalty Term” means, on a country-by-country basis and Product-by- Product basis, the period commencing with the First Commercial Sale of such Product in the relevant country, and ending on the later of: (a) the date that is ten (10) years from the First Commercial Sale of such Product in such country; and (b) the date on which there is no longer a Valid Claim covering the relevant Product in the relevant country.

1.60.

“Third Party” means any Person other than EXSCIENTIA, BAYER and their respective Affiliates.

1.61.

“Valid Claim” means, with respect to a Product in a particular country, a claim of an issued Patent Right covering or claiming any Collaboration IP that has not (A) expired or been cancelled, (B) been declared invalid or unenforceable by a decision of a court, patent office, administrative agency, or other appropriate body of competent jurisdiction, from which no appeal is or can be taken, (C) been admitted to be invalid or unenforceable through reexamination, reissue, disclaimer or otherwise, or (D) been abandoned or disclaimed.

1.62.

“VAT” has the meaning as set forth in Section 6.7.6 of the Agreement.

Subject Matter of the Agreement

2.1.

Subject matter of the Agreement is a collaboration of the Parties with the aim to identify and optimize small molecular target modulators according to the agreed Collaboration Compound Criteria that bind to and modulate Collaboration Targets, as specified in the relevant Research Plan.

2.2.

In the event of a conflict between the terms and conditions of the Agreement and the Research Plan, the terms and conditions of the Agreement shall prevail, unless explicitly stated otherwise by the Parties in the Research Plan.

Performance of the Research Plans

3.1.

Research Plans.

3.1.1

Each Party shall:

(a)

use best and Commercially Reasonable Efforts to perform its responsibilities set out in each Research Plan, in the manner described in the relevant Research Plan; and

(b)

ensure that any activities that it performs pursuant to Section 3.1.1(a) are performed in a timely and good scientific manner.

3.1.2

Each Party shall maintain laboratories, offices and all other facilities at its own expense and risk necessary to carry out its responsibilities under the Research Plans.

3.1.3

In relation to each Research Plan, without limiting any of BAYER’s responsibilities identified in that Research Plan, BAYER shall perform its responsibilities with such timeliness to enable at least [****] Iterations under that Research Plan to be completed in each Calendar Year (or a pro rata number of Iterations in the first Calendar Year) unless the JSC is agreeing otherwise.

3.1.4

As provided in the relevant Research Plan, the Parties will agree on a selection scheme and assay for each Collaboration Target promptly following commencing activities under the Research Plan for such Collaboration Target.

3.1.5

If for a given Collaboration Target, EXSCIENTIA has been unable to identify any Collaboration Compounds directed to that Collaboration Target, Bayer shall have, upon respective prior decision of the JSC, the right, [****] for each of the Collaboration Targets, to nominate a new target as a replacement for that Collaboration Target, which nomination shall be made within [****] days of such JSC decision by written notice to EXSCIENTIA (a “Target Replacement Notice”). EXSCIENTIA shall notify Bayer in writing within five (5) Business Days after receipt of the Target Replacement Notice if the proposed replacement target cannot become a Collaboration Target, in which event Bayer shall without undue delay nominate an alternate replacement target. If the proposed replacement target can become a Collaboration Target, EXSCIENTIA shall so notify BAYER in writing within five (5) business days after receipt of the Target Replacement Notice, and such proposed replacement target shall be deemed accepted as a Collaboration Target by EXSCIENTIA at such time. Provided that the proposed replacement target is accepted as provided above, such replacement target shall become a Collaboration Target for all purposes under this Agreement and the replaced initial Collaboration Target shall cease to be a Collaboration Target for all purposes under this Agreement. The Parties shall, each acting reasonably and in good faith, agree on the Research Plan for such replacement Collaboration Target in accordance with the provisions of this Agreement promptly following issuance of the relevant Target Replacement Notice.

3.1.6

BAYER is entitled to propose and nominate additional collaboration targets after signature of the Agreement to be approved by EXSCIENTIA so that the collaboration work is directed to in total [****] Collaboration Targets. The Parties shall, each acting reasonably and in good faith, agree on the Research Plans for such additional Collaboration Targets in accordance with the provisions of this Agreement promptly following EXSCIENTIA’s written approval of the additional Collaboration Targets nominated by BAYER.

3.2.

Exclusivity of Collaboration Target. Subject to Sections 5.5 and 12.6.2, [****], EXSCIENTIA shall not independently, with or on behalf of a Third Party, or on its own, conduct any research, development, or commercialization activities with respect to any Collaboration Target.

3.3.

BAYER Exclusivity. During the Research Term, BAYER shall not independently, with or on behalf of a Third Party, or on its own, conduct any research, development or commercialization with respect to any small molecule targeted at a Collaboration Target.

3.4.

Responsibility for Expenses for Conduct of Research Plans. Except as may be specifically agreed to in writing by EXSCIENTIA and BAYER and as provided in Section 6, each Party shall be responsible for all costs and expenses it incurs relating to such aspects of the Research Plans as are to be provided or performed by that Party according to the relevant Research Plan. For clarity, neither Party shall be under any obligation to incur any cost other than as required to fulfill such Party’s obligations under this Agreement.

3.5.

Reporting. Each Party shall submit to the other Party written reports on its activities under the Research Plans, each containing the information, and within the timelines and format, as specified in the relevant Research Plan.

3.6.

Records. Each Party shall maintain records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall properly reflect all work done, results achieved and inventions discovered and reduced to practice in relation to the performance of its responsibilities under each Research Plan.

3.7.

Subcontracting. EXSCIENTIA may subcontract any of its obligations under any Research Plan to: (a) any of its Affiliates; or (b) any Third Party as agreed between the Parties and identified in the relevant Research Plan, in each case without the prior written consent of BAYER. EXSCIENTIA shall notify BAYER reasonably in advance of commencing any such subcontracting arrangement. Apart from this, EXSCIENTIA is not allowed to subcontract any of its obligations under a Research Plan without the prior written consent of BAYER (not to be unreasonably withheld or delayed). BAYER may subcontract any of its obligations under any Research Plan to (a) any of its Affiliates; or (b) any Third Party in its own discretion and without any prior consent of EXSCIENTIA.

3.8.

Compliance. Each Party shall comply with all Applicable Laws that are applicable to the performance of its activities under each Research Plan.

3.9.

Debarment. Neither Party shall use in any capacity the services of anyone debarred, disqualified, blacklisted or banned or under investigations or threat of investigations by any Regulatory Authority for debarment, disqualification, blacklisting or any similar regulatory action in any jurisdiction anywhere in the world. Furthermore, each Party represents and warrants that, as at the Effective Date, neither such Party nor its employees, agents or representatives involved in the performance of the Research Plans have been debarred, disqualified, blacklisted or banned by any regulatory authority, nor are they currently, to the best of its knowledge, the subject of such a debarment, disqualification, blacklisting or banning proceeding. During the Agreement Term, each Party shall promptly notify the other Party should it or any of its employees, agents or representatives involved in the performance of the Research Plans become the subject of such debarment, disqualification, blacklisting or banning proceeding

3.10.

Code of Conduct. EXSCIENTIA shall use its reasonable efforts to perform its responsibilities under each Research Plan in accordance with the BAYER Supplier Code of Conduct which is attached as Annex 3.10. BAYER shall have the right to audit the sustainability performance of EXSCIENTIA on reasonable written notice, either by assessment (online, paper questionnaire, etc.) or by an onsite audit, executed directly by BAYER or by a third party (subject to that third party agreeing to confidentiality obligations equivalent to those set out in this Agreement), in each case no more than once in the Agreement Term and provided that BAYER or the relevant third party shall not disrupt the business of EXSCIENTIA). The sustainability performance will be evaluated by comparing it with the BAYER Supplier Code of Conduct principles.

Supply of Material

4.1.

BAYER shall supply free of charge to EXSCIENTIA all BAYER Material following the Effective Date in accordance with the timescales set out in the relevant Research Plan, as applicable.

4.2.

BAYER grants EXSCIENTIA a non-exclusive, worldwide, sublicensable (solely pursuant to Section 8.3) licence during the Research Term under the BAYER Material IP to use the BAYER Material solely for the purpose of conducting EXSCIENTIA’s activities under the Research Plans. EXSCIENTIA is only entitled to make available the BAYER Material to one of its Affiliates or to Third Parties if and to the extent this has been agreed by the Parties in a Research Plan and is in accordance with Section 9.

4.3.

Subject to Section 11.4, BAYER makes no representation or warranty of any kind as to the suitability of the BAYER Material for the performance of the Research Program.

4.4.

EXSCIENTIA agrees that the BAYER Material is and shall remain the sole property of BAYER. Nothing in this Agreement shall be construed as a grant to EXSCIENTIA of any rights in the BAYER Material other than expressly herein provided.

Governance

5.1.

Alliance Managers. Within thirty (30) days following the Effective Date, each Party shall nominate a representative to act as its alliance manager under the Agreement (the “Alliance Manager”). The Alliance Managers shall serve as the day-to-day contact point between the Parties. In addition, the Alliance Managers shall remain responsible for all questions arising and all other communication after the end of the Agreement Term. Each Party may replace its Alliance Manager at any time. Responsibilities of the Alliance Managers shall include:

(a)

scheduling meetings of the JSC,

(b)

preparing agenda for meetings of the JSC,

(c)

preparing minutes pursuant to Section 5.2.8;

(d)

sending JSC members notices of all regular meetings and agendas for such meetings reasonably in advance of the date of such meeting; and

(e)

handling all other questions and needs that may arise after the end of the Agreement Term.

In addition, the BAYER Alliance Manager shall chair all meetings of the JSC.

5.2.

Joint Steering Committee.

5.2.1

As of the Effective Date, the Parties hereby establish the Joint Steering Committee (hereinafter the “JSC”).

5.2.2

Composition. The JSC shall be composed of three (3) representatives of each Party, including each Party’s Alliance Manager. Each such representative shall have appropriate experience, knowledge and authority within his Party’s organization to carry out the duties and obligations of the JSC. The initial representatives of the Parties are as follows:

BAYER		EXSCIENTIA
[****]		[****]
[****]		[****]
[****]		[****]

The Alliance Managers shall be the primary contact of the Parties with respect to JSC-related matters. Each Party may change its representatives to the JSC from time to time in its sole discretion, effective upon ten (10) days’ written notice to the other Party of such change, it being understood that the Alliance Manager will always be a member and the primary contact of the Parties’ JSC members. These representatives shall have appropriate technical credentials, experience and knowledge.

5.2.3

Responsibilities. The JSC shall be responsible for:

(a)

determining whether a Collaboration Compound has met the D2 Criteria or PCC Criteria, as the case may be, and the respective milestone was achieved;

(b)

providing strategic direction and operational oversight to the collaboration;

(c)

serving as the principal means by which each Party keeps the other Party informed about the status of those parts of the Research Plans within its responsibilities;

(d)

monitoring progress of the Research Plans as compared to the goals defined in the Research Plans and recommending corrective action, if required;

(e)

reviewing and discussing as to whether the Deliverables have been provided in accordance with the relevant Research Plan;

(f)

agreeing on changes to existing Research Plans which do not materially increase or decrease EXSCIENTIA’s or BAYER’s obligations;

(g)

agreeing on changes to the number of Iterations under a Research Plan to be completed in a Calendar Year in accordance with Section 3.1.3;

(h)

recommending modifications to the Research Plans which materially increase or decrease EXSCIENTIA’s or BAYER’s obligations;

(i)

approving a Research Plan for any replacement or later nominated Collaboration Target agreed pursuant to Section 3.1.5 or 3.1.6 (as applicable);

(j)

acting as the point of escalation for issues that cannot by resolved otherwise; and

(k)

carrying out such other obligations as are expressly delegated to it under the Agreement.

5.2.4

Duration of Existence of JSC. The JSC shall continue to exist until the end of the Research Term.

5.2.5

Meetings. The JSC shall meet as deemed necessary by the Parties, but at least quarterly, whether in-person or by telephone or video conference, as the JSC agrees.

5.2.6

Guests. In addition to the members of the JSC, a reasonable number of additional representatives of a Party may attend the meetings of the JSC in a non-voting capacity for the limited purpose of providing input with respect to particular matters on the agenda, subject to prior written consent of the other Party, which shall not be unreasonably withheld.

5.2.7

Decision Making. Decisions of the JSC shall be made by unanimous consent, with each Party’s representatives on the JSC collectively having one (1) vote. No vote may be taken unless at least one (1) of each Party’s representatives is present.

5.2.8

Minutes. Responsibility for preparing the definitive minutes of each meeting of the JSC shall alternate between EXSCIENTIA’s Alliance Manager and BAYER’s Alliance Manager. The relevant Alliance Manager shall circulate a draft of the minutes of each meeting to all members of the JSC for comments within 1 (one) week after such meeting. Such minutes shall provide a description, in reasonable detail, of the discussions at the meeting and shall document all actions and decisions approved by the JSC at such meeting. The Parties shall promptly discuss any comments on such minutes and finalize the minutes no later than the date of the next meeting of the JSC.

5.2.9

Costs. Costs incurred by each Party in connection with its participation at any meetings of the JSC shall be borne solely by such Party.

5.2.10

Dispute Resolution. If the JSC is unable to decide or resolve unanimously any matter introduced to it by any Party within thirty (30) days of such matter being discussed the first time in the JSC, either Party may refer the matter for resolution pursuant to Section 13.9.

5.2.11

Limited Powers. The JSC shall have only the powers assigned expressly to it in the Agreement and shall not have the power to (i) determine any issue in a manner that would conflict with the express terms and conditions of the Agreement or its annexes; or (ii) modify or amend the terms and conditions of the Agreement or its annexes, subject to the JSC’s right to agreeing on non-material modifications to the Research Plan that are cost-neutral for the Parties.

5.3.

BAYER diligence.

5.3.1.1

Subject to Section 5.3.1.3, after the expiry or termination of the Research Term, BAYER shall use Commercially Reasonable Efforts to pursue development and commercialization of at least one (1) Product in relation to each Collaboration Target, in each case in at least one indication in the Field.

5.3.1.2

BAYER shall notify EXSCIENTIA promptly if, having used its Commercially Reasonable Efforts pursuant to Section 5.3.1.1, it elects not to pursue development and commercialization of any Products in relation to a Collaboration Target.

5.3.1.3

BAYER’s obligation under Section 5.3.1.1 shall immediately cease: (a) if Section 5.5.2.3(b) applies; (b) on EXSCIENTIA’s receipt of payment pursuant to 5.5.2.3(a); or (c) if the Parties have agreed a licence pursuant to Section 5.5.2.2.

5.4.

Regulatory affairs. After the expiry or early termination of the Research Term, as applicable, BAYER shall, at its sole cost and expense, be solely responsible for all subsequent research, pre-clinical and clinical development, regulatory affairs, manufacturing, and commercialization activities for Products.

5.5.

Option for Licence-Back.

5.5.1

For the purposes of this Section 5.5:

5.5.1.1

“Extended Connectivity Fingerprint” means the Morgan fingerprint implemented by the RDKit software (www.rdkit.org) with an input radius of 2.

5.5.1.2

“Licence-Back Compound” means, in relation to any Collaboration Target that is the subject of a Licence-Back Trigger Event, any Collaboration Compound in relation to which the Extended Connectivity Fingerprint is [****] on the Tanimoto Coefficient from the Extended Connectivity Fingerprint of any compound previously synthesized and provided by BAYER to EXSCIENTIA before commencement of the relevant Research Plan.

5.5.1.3

“Licence-Back IP” means all Collaboration IP necessary for the development or commercialisation of Licence-Back Compounds.

5.5.1.4

“Licence-Back Material” means each Licence-Back Compound and any other Collaboration Material necessary for the development or commercialization of that Licence-Back Compound.

5.5.1.5

“Licence-Back Terms” means an exclusive, perpetual, worldwide, sublicensable licence to use the relevant Licence-Back IP and Licence-Back Material solely to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold the relevant Licence-Back Compounds and products incorporating the relevant Licence-Back Compounds as an active ingredient, in each case that are targeted at the relevant Collaboration Target or a homologue thereof;

5.5.1.6

“Licence-Back Trigger Event” means, in relation to any Collaboration Target, BAYER:

(i)

notifies EXSCIENTIA that it has elected not to pursue development and commercialization of Products addressing a certain Collaboration Target; or

(ii)

BAYER terminates this Agreement pursuant to Section 12.2; or

(iii)

BAYER is in breach of Section 5.3.1.1.

5.5.1.7

“Tanimoto Coefficient” means, if two molecules have two bits sets A and B in their fragment bitstrings, with C of these bits being set in both of the fingerprints, the Tanimoto coefficient is defined to be Tc = C/ (A+B-C). The TC gives values from the range of zero (0, no bits in common) to unity (1, all bits the same).

5.5.2

On and from the occurrence of any Licence-Back Trigger Event:

5.5.2.1

the exclusivity in Section 3.2 shall immediately terminate in relation to the relevant Collaboration Target; and

5.5.2.2

where that Licence-Back Trigger Event occurs after the date of IND / CTA Submission:

(a)

EXSCIENTIA obtains the option, to be exercised by notifiying BAYER in writing within [****] months after the occurrence of the License-Back Trigger Event, to negotiate with BAYER (each acting reasonably and in good faith), within [****] months after BAYER’s receipt of EXSCIENTIA’s notification (the “Option Period”), the terms of an agreement according to which BAYER would grant, to the extent legally possible, to EXSCIENTIA a licence to the relevant Licence-Back IP and Licence-Back Material on the Licence-Back Terms; and

(b)

during the Option Period (and after, if no agreement has been reached by the end of the Option Period), BAYER shall not, and shall procure that no BAYER Affiliate shall, enter into an agreement with a Third Party for the development and/or commercialization of the relevant Licence-Back Compounds on better terms than offered to EXSCIENTIA pursuant to (a) above; or

5.5.2.3

where the Licence-Back Trigger Event occurs before the date of IND / CTA Submission:

(a)

BAYER may, on written notice to EXSCIENTIA within [****] Business Days after the date of the Licence-Back Trigger Event, elect to pay to EXSCIENTIA the next development milestone in Section 6.4.1 that would otherwise have been payable in relation to that Collaboration Target (calculated on the number of Iterations completed as at the date of the Licence-Back Trigger Event). If EXSCIENTIA receives that payment on or before the date that is [****] Business Days after the Licence-Back Trigger Event, Section 5.5.2.3(b) shall not apply; or

(b)

subject to Section 5.5.2.3(a):

(i)

on and from the date that is [****] Business Days after the Licence-Back Trigger Event, BAYER hereby grants to EXSCIENTIA a licence to use the relevant Licence-Back IP and Licence-Back Material on the Licence-Back Terms; and

(ii)

EXSCIENTIA shall reimburse to BAYER (after the date that is [****] Business Days after the Licence-Back Trigger Event) any payment paid by BAYER to EXSCIENTIA pursuant to Section 6.4.1 in relation to the relevant Collaboration Target.

5.5.3

For the avoidance of doubt, any payment made by BAYER pursuant to Section 5.5.2.3(a) is without prejudice to EXSCIENTIA’s rights to receive additional payments under Section 6 (other than the milestone payment already paid pursuant to Section 5.5.2.3(a)) in each case that may subsequently become due in accordance with this Agreement.

Payment

6.1.

In consideration of EXCIENTIA’s obligations under this agreement, including the usage of EXCIENTIA’s technology platform for the identification and discovery of Collaboration Compounds and related research activities potentially resulting in Products to be developed and commercialized by BAYER, BAYER shall make the payments set out in Section 6.

6.2.

Upfront payment. BAYER shall pay to EXSCIENTIA a one-time upfront payment [****] days after BAYER’s receipt of a respective invoice which may be sent on or after the Effective Date.

6.3.

R&D Funding Payments. BAYER shall pay to EXSCIENTIA payments totaling [****] Euro (€ [****]), which EXSCIENTIA is entitled to invoice in [****] instalments on or after the end of each Half Year, each instalment amounting to [****] Euro (€[****]) other than: (a) at the end of the first Half Year period following the Effective Date, EXSCIENTIA is only entitled to invoice the aforementioned amount proportionally to the number of months during this first Half Year period; and (b) at the end of the seventh Half Year in the Term, EXSCIENTIA may invoice for an amount equal to [****] Euro (€[****]) less the amounts invoiced in each of the previous Half Years. For the avoidance of doubt, the amounts specified in this Section 6.3 are payable regardless of the actual costs and expenses for whatever purpose incurred by EXSCIENTIA for for the performance of its activities under the Research Plans.

6.4.

Success-Based Milestones.

6.4.1

Development Milestones.

Upon receipt of a corresponding invoice, which EXSCIENTIA may submit on or following the first (1st) achievement of any of the following milestone events, BAYER shall make the following success-based one-time payments to EXSCIENTIA:

Milestone Event	# Iterations required	Milestone Payment

[****]	[****]	[****]
	[****]	[****]
	[****]	[****]
[****]	[****]	[****]
	[****]	[****]
	[****]	[****]
[****]	[****]	[****]
	[****]	[****]
	[****]	[****]
[****]		[****]
[****]		[****]
[****]		[****]

Subject to Annex 1.58, such milestone payments will be paid on a per Collaboration Target basis such that each milestone payment listed above shall be payable one time only upon the first achievement of the milestone event in relation to each Collaboration Target.

For the avoidance of doubt, the Parties are in agreement that if the JSC decides that the D2 Criteria or PCC Criteria and the respective milestones have been achieved, this JSC decision has no impact on as to whether the BAYER internal D2 or PCC decisions will be taken. All such BAYER internal decisions remain at BAYER’s sole discretion.

If a Product does not undergo a Phase I Trial, Phase II Trial or Phase III Trial, as the case may be, and it subsequently undergoes a different Clinical Trial or otherwise achieves a commercial sales milestone (as set out in Section 6.4.2) (e.g., BAYER initiates a first Phase III Trial for a Product without having initiated a Phase II Trial or BAYER achieves a first commercial sale of a Product in the [****] without having initiated a Phase III Trial), then such skipped development milestone event will be deemed to have been achieved upon the achievement by such Product of such successive development event or commercial sale, as the case may be. The relevant milestone payment for any such skipped milestone shall be due and payable concurrently with the payment for the next successive development event or commercial sale, as the case may be.

6.4.2

Commercial Sales Milestones

Upon receipt of a corresponding invoice, which EXSCIENTIA may submit on or following the first (1st) occurrence of any of the following milestone events, BAYER shall make the following success-based one-time payments to EXSCIENTIA:

Milestone Event	Milestone Payment
[****]	[****]
[****]	[****]
[****]	[****]
[****]	[****]

6.4.3

Reporting on Milestone Achievement and Payment. BAYER shall provide written notice (including e-mail) to EXSCIENTIA of the occurrence of any of the development milestones set out in Section 6.4.1 no later than [****] calendar days following the occurrence of the relevant milestone. BAYER shall provide written notice (including e-mail) to EXSCIENTIA of the occurrence of any of the commercial sales milestones set out in Section 6.4.2 together with the respective Quarterly royalty reporting set out in Section 6.5.3 following the occurrence of the relevant milestone.

BAYER shall remit payment for the applicable milestone due pursuant to Section 6.6.

6.4.4

Limitation on Milestones. For the avoidance of doubt:

(a)

subject to Annex 1.58, no milestone payment shall be due more than once for one and the same Collaboration Target and no amounts shall be due for subsequent or repeated achievements of any milestone(s) for a Collaboration Target, irrespective of the number of Products and/or Collaboration Compounds that have achieved the milestone, or the number of countries in which such milestone has been achieved; and

(b)

no additional milestone payments shall be due in respect of any indications, formulations, dosage amount, dosage form, or otherwise.

6.5.

Royalties.

6.5.1

Upon receipt of a respective invoice, BAYER shall pay to EXSCIENTIA royalties calculated at [****]% of Net Sales of all Products worldwide in the relevant Quarter in the Royalty Term.

For the avoidance of doubt, no royalties shall be due or payable on disposals of Products for use as free samples or clinical trial materials, or other non-monetary sales or disposals of Products in the ordinary course of business for charitable, promotional, pre-clinical, clinical, manufacturing, testing or qualification, regulatory or governmental purposes.

Furthermore, for the avoidance of doubt, the expiry of the obligation to pay royalties does not limit BAYER’s right to use and exploit the relevant Product.

6.5.2

Generic Product. If during the Royalty Term, a Third Party that is not a BAYER Party receives marketing authorization for, and commences commercial sale of, a Generic Product anywhere in the world, and, in relation to any Quarter and any country, the volume of sales of such Generic Product in that Quarter and that country represents [****] percent ([****]%) or more of the aggregate volume of sales (as measured by SKUs) of the corresponding Product during such Quarter in that country (as evidenced by data from IMS Health or other data service reasonably acceptable to both Parties), then BAYER shall have the right on written notice to EXSCIENTIA to reduce any royalties payable in relation to Net Sales of that Product in such country pursuant to Section 6.5.1 by [****] percent ([****]%) beginning on the date of the first sale of the Generic Product.

6.5.3

Quarterly Royalty Reporting and Payment. All royalty payments shall be made at Quarterly intervals. Within [****] days of the end of each Quarter after the First Commercial Sale of a Product in any country, BAYER shall prepare a statement which shall show on a country-by-country basis for the previous Quarter Net Sales of the Product and all royalties due to EXSCIENTIA based on such Net Sales. BAYER shall remit the monies due pursuant to Section 6.6.

6.6.

Payment Terms

6.6.1

Currency. BAYER shall make the payments due to EXSCIENTIA under this Agreement in Euro. Where the payments due to EXSCIENTIA are calculated based on a currency other than Euro, BAYER shall convert the amount due using the average exchange rate for the applicable Quarter as per BAYER’s internal accounting and reporting process consistently applied.

6.6.2

Payment Rule. All payments shall be made by BAYER within [****] days after receipt of the respective invoice by BAYER.

6.6.3

Invoice Address. All invoices shall be sent to the following address:

Bayer AG

[****]

and in each case shall refer to the PO number, which BAYER shall provide to EXSCIENTIA following the Effective Date.

Alternatively, EXSCIENTIA may send any invoice electronically in portable document format (pdf) via email without electronic signature (“pdf-invoicing”), thus replacing a corresponding paper form. BAYER shall provide a respective declaration of consent upon request.

6.6.4

Payments Made by Wire Transfer. All payments made by BAYER to EXSCIENTIA under this Agreement shall be made by wire transfer to the following bank account of EXSCIENTIA, or such other bank account as notified by EXSCIENTIA to BAYER at least fifteen (15) Business Days prior to the due date of the next payment:

Account Holder:	Exscientia Limited
Bank:	[****]
SWIFT (BIC):	[****]
IBAN:	[****]

6.6.5

Late Payments. Any payments due under this Agreement shall be due on such date as specified in this Agreement. All payments not made within [****] days after the applicable due dates set out in this Agreement shall be subject to late payment interest at the [****] month EURIBOR rate currently published on Bloomberg screen <EUR001M Index>, fixed [****] Business Days prior to the respective payment date and reset to the prevailing [****] month EURIBOR rate in monthly intervals thereafter, plus a premium of [****] percentage points (or the maximum applicable legal rate of interest if lower). Interest shall be calculated based on the actual number of days in the interest period divided by 360 and shall be calculated from the respective payment date (inclusive) until the date of payment (exclusive). In case the [****] month EURIBOR rate is no longer available, its official successor or such other comparable interbank short-term (one month) borrowing rate as agreed by the Parties shall be used instead.

6.6.6

Taxes.

All agreed consideration is exclusive of Value Added TAX (”VAT”). If VAT is legally owed by EXSCIENTIA, VAT applies and will be invoiced additionally by EXSCIENTIA and BAYER shall pay such invoiced amounts after receipt of a proper invoice, which meets all legal requirements according to the applicable VAT-law.

Any Party required to make a payment pursuant to this Agreement shall be entitled to deduct and withhold from the amount payable the tax for which BAYER on behalf of EXSCIENTIA is liable under any provisions of tax law.

If the withholding tax rate is reduced according to the regulations in the Double Tax Treaty, no deduction shall be made or a reduced amount shall be deducted only if BAYER is timely furnished with necessary documents (Freistellungsbescheid) by EXSCIENTIA issued from the German Tax Authority (Bundeszentralamt für Steuern), certifying that the payment is exempt from tax or subject to a reduced tax rate.

Any withheld tax shall be treated as having been paid by BAYER to EXSCIENTIA for all purposes of this Agreement.

BAYER shall timely forward the tax receipts certifying the payments of withholding tax on behalf of EXSCIENTIA.

In case BAYER must pay, but cannot deduct the withholding tax due to fulfilment and completion of payment obligation by settlement or set-off, EXSCIENTIA will pay the withholding tax to BAYER separately.

If BAYER failed to deduct withholding tax, but is still required by tax law to pay withholding tax on account of EXSCIENTIA to the tax authorities, EXSCIENTIA shall refund the tax amount to BAYER, provided BAYER has forwarded to EXSCIENTIA the relevant tax receipt which meets applicable law and which certifies the payment of withholding tax on behalf of EXSCIENTIA.

Books, Records, Audit

7.1.

Records. BAYER shall keep true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to EXSCIENTIA pursuant to this Agreement. Those records and books of account shall be kept for [****] years following the end of the period to which they relate.

7.2.

Audits. To validate BAYER’s compliance with its obligations under or in connection with this Agreement, EXSCIENTIA may, during the course of this Agreement and for one (1) year after the expiry or termination of this Agreement, appoint an Independent Accountant, at EXSCIENTIA’s expense (except as otherwise contemplated below), to carry out an audit of BAYER’s books and records from time to time on behalf of EXSCIENTIA. Subject to the following sentence, the auditors selected by EXSCIENTIA shall be subject to acceptance by BAYER, such acceptance not to be unreasonably withheld or delayed. BAYER may only withhold its approval of EXSCIENTIA’s appointment of an Independent Accountant on the grounds of a potential conflict of interest or due to legal reasons. Any such audit shall be conducted pursuant to the following terms and conditions:

(a)

Any such audits shall be conducted during regular business hours at BAYER’s premises upon [****] days’ prior written notice by EXSCIENTIA and shall not interfere unreasonably with BAYER’s business activities;

(b)

The auditor may inspect records for up to [****] after the end of the period to which they pertain;

(c)

Audits may not take place more than once per Calendar Year and no period may be audited more than once;

(d)

Prior to the audit taking place, the auditor shall undertake to BAYER that they shall keep all information accessed in the course of performing the audit confidential and shall not disclose any information to EXSCIENTIA (except as set forth in clause (e) below) or any Third Party, and shall only use the same for the purpose of carrying out its duties in connection with the audit;

(e)

The auditor shall share their draft findings (including, for the avoidance of doubt, monetary values and supporting calculations) in the form of a summary report with BAYER, in any event before being shared with EXSCIENTIA and BAYER shall be given a period of [****] Business Days to review and respond to the auditor’s findings before the auditors may provide the summary report to EXSCIENTIA (such report to include BAYER’s response to the findings);

(f)

The auditor shall not be permitted to include any extrapolation calculations in their calculation of amounts allegedly underpaid to EXSCIENTIA.

(g)

If an audit reveals that BAYER has underpaid royalties due, EXSCIENTIA may invoice BAYER for the underpaid amount, together with interest calculated pursuant to Section 6.6.5; and

(h)

If an audit reveals an underpayment in excess of [****] of the aggregate amount of royalty payments owed for the period subject to review by EXSCIENTIA, then BAYER shall pay EXSCIENTIA’s reasonable external costs of the audit within [****] days of EXSCIENTIA’s receipt of the summary report in Section 7.2(e) and EXSCIENTIA notifying Bayer that the audit has been completed.

(i)

If an audit reveals that BAYER overpaid any royalties (the amount of each such overpayment, an “Overpayment Amount”), then, as may be requested by BAYER, (x) the Overpayment Amount will be credited against any future amounts payable to EXSCIENTIA pursuant to this Agreement, or (y)EXSCIENTIA shall reimburse BAYER for such Overpayment Amount (or any portion thereof that has not been credited as set out in the foregoing clause (x)) within [****] days after EXSCIENTIA’s receipt of the relevant summary report in Section 7.2(e).

Intellectual Property Rights

8.1.

Collaboration IP, BAYER Background IP

8.1.1

As between the Parties, Bayer shall be the sole and exclusive owner of all rights to all BAYER Material and all BAYER Background IP.

8.1.2

Except to the extent expressly agreed otherwise in writing, all Collaboration IP shall vest in BAYER unconditionally and immediately on the creation of the Collaboration Material. Subject to the following sentence, EXSCIENTIA shall assign and hereby assigns to BAYER all right, title and interest in the Collaboration IP that, but for this Section 8.1.2, would vest in EXSCIENTIA, and BAYER accepts such assignment. With regard to any Collaboration IP that is not legally assignable to BAYER according to Applicable Law, EXSCIENTIA shall grant, and hereby grants, to BAYER an exclusive, perpetual, fully paid-up, royalty-free, worldwide license under that Collaboration IP for unlimited use of the relevant Collaboration IP and Collaboration Material, with the right to grant sublicenses.

8.1.3

EXSCIENTIA will notify BAYER promptly in writing of any invention or potential invention made by EXSCIENTIA in the performance of its responsibilities under the relevant Research Plan, save for any invention relating to the EXSCIENTIA Technology.

8.1.4

Upon request of BAYER, in relation to any invention or potential invention referred to in Section 8.1.3, EXSCIENTIA shall provide BAYER with a Complete Invention Disclosure within a period of thirty (30) days from receipt of that request. “Complete Invention Disclosure” means a disclosure of the invention which includes in reasonable detail a description of (i) any database searches on state of the art undertaken, (ii) any relevant prior art references found, including an assessment of their relevance to the invention, (iii) the technical problem underlying the invention, (iv) the solution to this problem, (v) the names, nationalities and private addresses of the inventors, (vi) the individual contribution of each inventor to the invention, (vii) working examples on how to use the invention, including but not limited to a description of all materials and methods utilised to enable the reproduction and execution of the invention, and (viii) a confirmation that all Collaboration IP was made without Third Party or public funding, in each case to the extent reasonably requested by BAYER due to requirements of the relevant patent authorities in relation to the relevant invention.

8.1.5

BAYER has the exclusive right but no obligation to file, in its own name, at its sole discretion, cost and expense, any patent applications or applications for other registered Intellectual Property Rights that may subsist in the Collaboration IP, Collaboration Material and BAYER Material in or for any country.

8.1.6

EXSCIENTIA shall, at BAYER’s request:

(a)

take such actions as are reasonably necessary to give effect to all the rights assigned and/or granted under this Section 8.1; and

(b)

execute, at BAYER’s cost, such documents, including declarations/assignments, and otherwise cooperate with BAYER, each as reasonably requested to enable BAYER to conduct the drafting, filing and prosecution of the applications referred to in Section 8.1.5, and to defend and enforce such rights.

8.1.7

BAYER hereby grants EXSCIENTIA:

(a)

a non-exclusive, worldwide, sublicensable (pursuant to Section 8.3) licence during the Research Term to use the Bayer Background IP, Collaboration IP and Collaboration Material in the performance of EXSCIENTIA’s obligations and exercise of EXSCIENTIA’s rights under this Agreement and each Research Plan; and

(b)

a non-exclusive, world-wide, sublicensable (solely pursuant to Section 8.3), non-transferable, irrevocable, perpetual, fully-paid-up and royalty-free license under the Collaboration IP, but solely to use the Collaboration Material in EXSCIENTIA’s internal research and development activities to improve the EXSCIENTIA Technology, and subject to the restrictions contained in Sections 3.2, 3.7, 8 and 9. For the avoidance of doubt, this license does not permit EXCIENTA to (a) commercialise or otherwise exploit the Collaboration Compounds for any of its purposes or (b) use, commercialise or otherwise exploit them together with Third Parties.

8.2.

EXSCIENTIA Technology

8.2.1

Notwithstanding any other provision of this Agreement or any Research Plan, nothing in this Agreement or any Research Plan shall require EXSCIENTIA to, and EXSCIENTIA shall not:

(a)

disclose any EXSCIENTIA Technology to BAYER; or

(b)

provide BAYER with any explanation as to how the EXSCIENTIA Technology operates (including any explanation as to the hypothesis for the design of any Collaboration Compound).

8.2.2

EXSCIENTIA shall be the sole and exclusive owner of all rights to all EXSCIENTIA Technology. All Intellectual Property Rights subsisting in any improvement to the EXSCIENTIA Technology from time to time shall vest automatically and unconditionally in EXSCIENTIA immediately on its creation. BAYER assigns, and shall ensure that each relevant BAYER Party shall assign, to EXSCIENITA absolutely and from the date of their creation any such Intellectual Property Rights that, but for this Section 8.2.2, would vest in BAYER or that BAYER Party, and shall execute all documents and take any steps necessary to give effect to and confirm the foregoing.

8.2.3

For the avoidance of doubt, EXSCIENTIA has the exclusive right, in its sole discretion, to determine the steps to be taken to protect, maintain, prosecute and enforce any EXSCIENTIA Technology. BAYER shall: (a) at EXSCIENTIA’s cost and expense, cooperate and provide such assistance and information as may be reasonably requested by EXSCIENTIA in connection with any steps that EXSCIENTIA determines to take pursuant to the previous sentence; and (b) notify EXSCIENTIA as soon as practicable after becoming aware of any infringement, or suspected infringement, of any EXSCIENTIA Technology.

8.3.

Sublicensing

8.3.1

Subject to Section 8.3.2, EXSCIENTIA may grant sublicenses under the licenses granted at Section 8.1.7, but only (i) to its Affiliates (as long as they remain an Affiliate) and (ii) to any Third Party subcontractor appointed by EXSCIENTIA in accordance with Section 3.7 (provided such sublicense is limited to the scope of such Third Party subcontractor’s work).

8.3.2

Any sublicense granted in accordance with this Section 8.3 shall (i) expressly exclude the right for the relevant sublicensee to grant further sublicenses and (ii) be on terms consistent with this Agreement.

Confidentiality

9.1.

Each Party (a “Receiving Party”) undertakes to the other Party (a “Disclosing Party”) to treat all information received from or on behalf of the Disclosing Party in the course of the performance of this Agreement, including all results generated in the performance of the Research Plans as well as the Agreement and its terms (“Confidential Information”), as strictly confidential both during the Agreement Term and after the termination or expiration of the Agreement. For the avoidance of doubt, confidential information consisting of EXSCIENTIA Technology shall not be disclosed to BAYER. The Receiving Party will take all reasonable precautions, including adequate data safety measures, to maintain the confidentiality of the Disclosing Party’s Confidential Information, such precautions to be at least equal to those taken by the Receiving Party in respect of its own confidential proprietary data.

9.2.

The Receiving Party may use the Confidential Information only for the purposes of and in accordance with this Agreement. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any other person, other than:

(a)

to its employees, directors, consultants, agents, professional advisers and permnitted sublicensees and subcontractors (each, a “Permitted User”) with a need to know the Confidential Information for the purpose of this Agreement. The Receiving Party shall ensure that each Permitted User is bound by obligations of confidentiality equivalent to those set out herein; and

(b)

to the extent that such disclosure is required to (i) comply with Applicable Law, an enforceable judicial order, IFRS or GAAP, (ii) to defend or prosecute litigation or (iii) to comply with governmental regulations or applicable regulations of a stock exchange (including in connection with any application for listing on any such stock exchange), provided, however, that the Receiving Party shall give reasonable advance written notice, as legally permissible, to the Disclosing Party and takes reasonable and lawful actions to minimize the degree of such disclosure and secure confidential treatment of any Confidential Information that will be disclosed. No notice shall be required under this Section 9.2(b) if and to the extent that the information contained in the proposed disclosure has been included in any previous disclosure made by either Party pursuant to this Section 9.2(b), or is otherwise approved in advance in writing by the other Party.

9.3.

The obligation of confidentiality and non-use does not apply if the Receiving Party can demonstrate that the Confidential Information:

(a)

was already in its possession prior to the time of disclosure free of any obligation to keep it confidential;

(b)

has been or is subsequently public knowledge at the time of disclosure other than as a result of breach of this Section 9 or any equivalent confidentiality provisions of a Permitted User;

(c)

has been legally obtained by the Receiving Party from a Third Party who is not under a duty of confidentiality to the Disclosing Party; or

(d)

was independently developed by the Receiving Party without reference to or use of the Confidential Information.

For the purposes of Section 9.3, Confidential Information will not be deemed to be or have become public knowledge merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations of the Confidential Information are known or become known to the public.

9.4

On expiry or termination of the Agreement, each Party shall, on request, return to the other Party (or at the relevant Party’s request destroy) any Confidential Information and physical results of any Research Plan, in each case in the possession or control of that Party, save to the extent that that Party:

(a)

is expressly entitled to continue using such Confidential Information or physical results pursuant to the terms of this Agreement; or

(b)

in the case of BAYER, such Confidential Information or physical results are necessary or reasonably useful for the discovery, manufacture, use, development or commercialization of a Collaboration Compound and/or Product.

Notwithstanding the foregoing, the Receiving Party may retain one (1) copy of any Confidential Information of the Disclosing Party in its archived files, solely for purposes of exercising any rights or discharging any obligations under this Agreement, complying with Applicable Law, or complying with any legal proceeding or requirement with respect thereto. Nothing in this Section 9.4 shall require the Receiving Party to erase electronic files created in the ordinary course of business during automatic system back-up procedures pursuant to its electronic record retention and destruction practices that apply to its own general electronic files and information so long as such electronic files are (i) maintained only on centralised storage servers (and not on personal computers or devices), (ii) not accessible by any of its personnel (other than its information technology specialists), and (iii) are not otherwise accessed subsequently except with the written consent of the Disclosing Party or as required by Applicable Law. Such retained copies of Confidential Information shall remain subject to the confidentiality obligationsset out in this Section 9.

10.

Press Release

10.1.

Subject to Section 10.2, each Party shall refrain from making any press release or public announcement relating to the Agreement, the activities under a Research Plan or the results of a Research Plan without the prior written consent of the other Party.

10.2.

EXSCIENTIA may:

10.2.1

issue a press release announcing the execution of this Agreement, in a form substantially similar to the template set out in Annex 10.2; and

10.2.2

issue press releases related to the activities contemplated by this Agreement that either (i) have been approved by BAYER before in writing or (ii) are required to be issued by EXSCIENTIA under Applicable Law, provided that also press releases pursuant to subsection (ii) will only be issued after having informed BAYER before in writing. Notwithstanding the foregoing, should any milestone be achieved under this Agreement, BAYER shall not withhold or delay its consent to any reasonable press release related to such achievement.

10.3.

Each Party shall ensure that any responses to inquiries by media or other Third Parties after issuance of a permitted press release by EXSCIENTIA pursuant to Section 10.2 shall consist solely of the press release language or shall follow the response guidelines that may be mutually developed by the Parties.

10.4.

For any press releases that BAYER proposes to issue in relation to this Agreement, Sections 10.2 and 10.3 shall apply mutatis mutandis.

11.

Warranty and Indemnification

11.1.

Each Party represents and warrants to the other Party as of the Effective Date that:

(a)

such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;

(b)

execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized;

(c)

this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof;

(d)

the execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party;

(e)

no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements; and

(f)

the performance of its work under the Agreement (including, without limitation with respect to EXSCIENTIA, EXSCIENTIA’s use of EXSCIENTIA Technology in performing its responsibilities under this Agreement) will to the knowledge of the respective responsible Party not infringe any patent or other Intellectual Property Right of any Third Party; and

(g)

such Party has the right to grant the other Party the rights and licenses described in this Agreement.

11.2.

EXSCIENTIA hereby represents, warrants and covenants

(a)

that all employees and other persons performing activities under the Research Plans on the request of EXSCIENTIA will have executed agreements requiring assignment to EXSCIENTIA of all their right, title and interest in and to any Collaboration IP originated, created, developed, conceived, derived, produced, discovered, invented or otherwise made by them, or, if any such employees or other persons shall not have executed such an agreement, that assignment by such employee or other person of such Collaboration IP to EXSCIENTIA shall occur by operation of Applicable Law; and

(b)

that all employees and other persons performing activities under the Research Plans on the request of EXSCIENTIA are regularly employed in compliance with local labor laws.

11.3.

No other representations. Except as otherwise provided in this Agreement, no other representations and warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose of products, are given or assumed by either Party and all those representations, warranties and terms are excluded save to the extent that any exclusion is prohibited by law.

11.4.

Indemnity. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, and their respective successors, heirs and assigns (the “Indemnitees”), against any Losses incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, investigations, actions, demands from or by a Third Party or respective judgments:

11.4.1

arising out of or related to: (i) activities in relation to this Agreement conducted by or on behalf of the Indemnifying Party, including, where the Indemnifying Party is BAYER, activities related to a Collaboration Compound or a Product; (ii) any breach of this Agreement, including but not limited to any representation, warranty or covenant set forth herein, by the Indemnifying Party or its Affiliates; (iii) the Indemnifying Party’s performance under this Agreement; except, in each case, to the extent that the respective Losses are caused by the breach, negligence or willful misconduct of the Party seeking indemnification or any of its Indemnitees; or

11.4.2

that the relevant Indemnitee’s use of any materials supplied by or on behalf of the Indemnifying Party in the conduct of a Research Plan infringes that Third Party’s Intellectual Property Rights, in each case except to the extent that such use: (i) is not in accordance with the Research Plan and the terms of this Agreement; or (ii) constitutes a change to the relevant material made without the Indemnifying Party’s prior written consent.

11.5.

Procedures. The Indemnitee agrees to provide the Indemnifying Party with prompt written notice of any claim, suit, action, demand, or judgment for which indemnification is sought under this Agreement; provided that, an Indemnitee’s failure to do so shall not affect the rights of such Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the Indemnifying Party. The Indemnitee shall cooperate with the Indemnifying Party in such defense and shall permit the Indemnifying Party to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee shall have the right to retain its own counsel, at its own expense, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel. The Indemnifying Party agrees to keep the Indemnitee informed of the progress in the defense and disposition of such claim and to consult with the Indemnitee with regard to any proposed settlement.

11.6.

Settlement. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not enter into any settlement, consent judgment, or other voluntary final disposition of any claim that has an adverse effect on the rights of any Indemnitee(s) hereunder or on the results of any Research Plan, or admits any wrongdoing or fault by any Indemnitee(s), or imposes on any Indemnitee(s) any payment or other liability, without the prior written consent of the Indemnitee.

11.7.

Indirect loss. Neither Party shall be entitled to recover from the other Party any special, incidental, consequential, indirect or punitive damages in connection with this Agreement or any license granted hereunder. For the avoidance of doubt, if an Indemnitee (as defined in Section 11.4) suffers Losses that comprise the payment of special, incidental, consequential, indirect or punitive damages to a Third Party, the previous sentence does not exclude the indemnification by the Indemnifying Party of those Losses under Section 11.4.

11.8.

Insurance.

11.8.1

Subject to Section 11.8.2:

(a)

BAYER, at its own expense, shall obtain and maintain product liability insurance during the term of this Agreement for claims related to bodily injury or death caused by the Product. Upon request, BAYER shall provide EXSCIENTIA with a copy of the respective policy of its product liability insurer, if applicable; and

(b)

each Party warrants that it maintains a policy or program of insurance at levels sufficient to support the indemnification obligations assumed herein. Upon request, a Party shall provide evidence of such insurance, if applicable.

11.8.2

In lieu of the insurance coverage described in the preceding subsection, each Party shall have the right to undertake a program of self-insurance to cover its obligations hereunder, with financial protection comparable to that arranged by it for its own protection with regard to other products or offered services in its portfolio.

12.

Term of Agreement and Termination

12.1.

Term. This Agreement shall take effect as of the Effective Date and will remain in force for the Agreement Term.

12.2.

Termination without cause. BAYER may terminate this Agreement, on a Collaboration Target-by-Collaboration Target basis or in its entirety, at any time upon [****] days’ prior written notice to EXSCIENTIA.

12.3.

Termination for material breach. Either Party may, without prejudice to its other rights and remedies, terminate this Agreement upon a material breach of this Agreement by the other Party by giving written notice to the other Party specifying the nature of the default not less than [****] days prior to the date the non-defaulting Party intends to terminate the Agreement. If such default has been cured by the defaulting Party within the [****] day period, no such termination shall occur. If the default has not been cured by the defaulting Party within the [****] day period, this Agreement shall terminate with immediate effect upon further written notice to the defaulting Party by the non-defaulting Party of such termination.

12.4.

If BAYER terminates the Agreement without cause pursuant to Section 12.2 or EXSCIENTIA terminates the Agreement for cause pursuant to Section 12.3, without prejudice to EXSCIENTIA’s other rights and remedies, BAYER shall reimburse any amounts owed to EXSCIENTIA for such parts of the activities contractually and properly performed pursuant to the Research Plans until the effective date of the termination, and any non-cancellable costs reasonably incurred by EXSCIENTIA in good faith on the performance of the activities determined in the Research Plans prior to the receipt of the termination notice as demonstrated by competent proof upon request.

12.5.

Insolvency. Either Party may, without prejudice to its other rights and remedies, terminate this Agreement immediately upon written notice to the other Party, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.

12.5.1

Consequences. The termination or expiration of this Agreement shall not affect the obligations under this Agreement set forth in Sections 3.2, 5.3, 5.4, 5.5, 6, 7, 8, 9, 10.1, 11, 12.5, and 13 and all other obligations under this Agreement, which expressly or by their very nature are intended to survive such termination or expiration. For the avoidance of doubt:

(a)

EXSCIENTIA’s rights to receive: (a) payments under Section 6.3; (b) success-based milestone payments under Section 6.4; and (c) royalties under Section 6.5; and

(b)

BAYER’s ownership and license rights under Section 8, in each case will survive termination of this Agreement.

12.5.2

If the Agreement is terminated (in whole or in part in connection with one or more Collaboration Targets) pursuant to Section 12.2: the exclusivity in Section 3.2 shall immediately terminate with respect to the terminated Collaboration Targets.

13.

Miscellaneous

13.1.

Notice. Any notice required or permitted to be given under this Agreement by one Party to the other shall be in writing and delivered via an internationally recognized courier service with acknowledgement of receipt, and addressed to such other Party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective upon receipt by the addressee:

If to EXSCIENTIA:	EXSCIENTIA Limited

	Attn: Chief Financial Officer

	[****]

If to BAYER:	Bayer AG

	[****]

A Party may change its contact information immediately upon written notice to the other Party in the manner provided in this Section 13.1.

13.2.

Force Majeure. Subject to the following sentence, neither Party shall be be responsible or liable to the other Party for any failure to perform any of its obligations hereunder, if such failure results from circumstances beyond the reasonable control of such Party, including requisition by any governmental authority, wars, strikes, lockouts, riots, epidemic, disease, an act of God, civil commotion, fire, earthquake, storm, failure of public utilities, common carriers, or any other circumstances, whether or not similar to the above causes and whether or not foreseeable ("Force Majeure"). The affected Party shall notify the other Party as soon as practicable after becoming aware of the Force Majeure event, specifying the nature of the event and its anticipated duration, and shall use their commercially reasonable efforts to avoid or remove any such cause and shall resume performance under this Agreement as soon as feasible whenever such cause is removed; provided that the foregoing shall not be construed to require either Party to settle any dispute with any Third Party, to commence, continue or settle any litigation, or to incur any unusual or extraordinary expenses.

13.3.

Entire Agreement. This Agreement and its annexes set forth the entire understanding and agreement of the Parties relating to the subject matter hereof.

13.4.

Amendment. No amendment, modification or addition to this Agreement and its annexes shall be effective or binding on either Party unless set forth in writing and signed by both Parties. The same shall apply to a waiver of this written form requirement.

13.5.

Assignment. No Party may assign any rights or delegate any of its duties and/or obligations under this Agreement without the written consent of the other, except that:

(a)

either Party may assign this Agreement to any of its Affiliates without the prior consent of theother Party; and

(b)

either Party may assign or transfer any of its rights under this Agreement to any party that purchases all or a substantial part of that Party’s business to which this Agreement relates.

13.6.

Independent Contractor. Each Party to this Agreement shall act as an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties.

13.7.

Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced, or to the extent this is not possible, shall be replaced through an agreement in the required form by the Parties, by such valid, effective and enforceable provision as comes closest to the intent and purpose of such invalid, ineffective or unenforceable provision. The aforesaid shall apply mutatis mutandis to any unintended omission (Regelungslücke) in this Agreement. It is the express intent of the Parties that this Section 13.7 shall not be construed as a mere reversal of burden of proof (Beweislastumkehr) but as a contractual exclusion of Section 139 of the German Civil Code (Bürgerliches Gesetzbuch) in its entirety.

13.8.

Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of Germany, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sales of Goods (CISG).

13.9.

Dispute Resolution.

13.9.1

The Parties will resolve any disputes, claims, disagreements or controversies arising in connection with this Agreement (including any dispute, claim, disagreement or controversy arising in connection with any non-contractual obligations arising out of or in connection with the Agreement) (each, a “Dispute”) pursuant to this Section 13.9.

13.9.2

In the event of a Dispute, either Party may refer the matter to the Executive Officers of the Parties who shall meet within thirty (30) days (in person, by means of telephone conference, videoconference or other means of communications) and attempt in good faith to resolve such issue (subject only to, in the case of BAYER, approval of the applicable management board, if required).

13.9.3

If the Executive Officers do not resolve the Dispute within thirty (30) days of the date that the Dispute was first referred to them and the Dispute relates to:

(a)

any matter within the JSC’s responsibility (other than a determination of whether the D2 Criteria or PCC Criteria (as the case may be) have been achieved), the decision of BAYER’s Executive Officer shall control, provided that, BAYER’s Executive Officer shall not have the right to: (a) modify a Research Plan; or (b) materially change the day-to-day use or operational allocation of EXSCIENTIA personnel, equipment or resources; or (c) materially increase the overall level of resources to be committed by EXSCIENTIA under a Research Plan

(b)

a determination as to whether the D2 Criteria or PCC Criteria and the corresponding milestones have been achieved (as the case may be), whether those criteria have been achieved shall be determined by the following procedure. BAYER will refer the matter to the Head of Research & Development of BAYER, EXSCIENTIA will refer the matter to the Chairman of EXSCIENTIA who shall meet within thirty (30) days of the date that the Dispute was referred to them (in person, by means of telephone conference, videoconference or other means of communications) and attempt in good faith to resolve such issue (subject only to, in the case of BAYER, approval of the applicable management board, if required). All discussions during this further Dispute resolution attempt shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If and to the extent such out of court settlement could not be reached by the Parties, any unresolved dispute arising in connection with the determination as to whether D2 or PCC criteria have been achieved will be finally settled by binding arbitration without recourse to the ordinary courts of law according the Arbitration Rules of the German Institution of Arbitration e.V. (DIS). The seat of arbitration shall be Berlin, Germany. The number of arbitrators shall be three (3). The arbitrators shall be appointed in accordance with DIS rules. The language to be used in the arbitration proceedings shall be English. The Parties agree to exclude discovery proceedings, except to the extent provided for under German Procedural Law. Sections 91 et seq. of the German Code of Civil Procedures (ZPO) shall apply with respect to the reimbursement of the Parties costs associated with the arbitration; or

(c)

any other matter, the courts of Berlin shall have exclusive jurisdiction to resolve that Dispute and each Party submits to the exclusive jurisdiction of the courts of Berlin.

13.10.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

13.11.

Interpretation. All headings are for convenience only and shall not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party’s role in drafting this Agreement. Except where the context expressly requires otherwise, (a) the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation,” (c) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and permitted assigns, (f) the words “herein,” “hereof” and “hereunder,” and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to sections, attachments, appendices, exhibits or the like will be construed to refer to sections, attachments, appendices, exhibits or the like of this Agreement, and references to this Agreement include all attachments, appendices, exhibits or the like attached hereto, (h) references to any Applicable Law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor Applicable Law, rule or regulation thereof and (i) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

13.12.

Counterparts. This Agreement may be executed in counterparts, including by facsimile or by electronic scan copies, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

14. ANNEXES

The following annexes shall form an integral part of this Agreement:

Annex 1.7	Bayer Background IP
Annex 1.18	Collaboration Targets
Annex 1.58	Research plan and generic D2 and PCC criteria
Annex 3.10	BAYER Supplier Code of Conduct
Annex 10.2	Template of Press Release by Exscientia

-signature page to follow -

Signed for and on behalf of
Bayer AG, Berlin

Date:	4/13/2021	Date:	4/13/2021



ppa.		i.V.



[****]		[****]
[****]		[****]


Signed for and on behalf of
EXSCIENTIA Limited.


Date:	4/13/2021	Date:

David Hallett
COO

Annex 1.7 – Bayer Background IP

(to be updated by Bayer during the Collaboration from time to time according to Section 1.7)

RESTRICTED

Annex 1.18 - Collaboration Targets

[****]

RESTRICTED

Annex 1.58 - Research Plan

[****]

RESTRICTED

Annex 3.10 – Bayer Supplier Code of Conduct

[****]

RESTRICTED

Annex 10.2 – Template Press Release by Exscientia

NOTE: BAYER MAY ADD QUOTE IF BAYER IS PROGRESSING WITH A PRESS RELEASE

Exscientia announces multi-target drug discovery collaboration with Bayer

Pre-clinical discovery focused on key areas of unmet medical need.

Exscientia, the leading Artificial Intelligence (AI)-driven drug discovery company, announced today that it has entered a collaboration with Bayer AG that aims to accelerate the discovery of small molecule drugs focused on cardiovascular disease and oncology.

Under terms of the agreement, Exscientia will initially work on three projects with targets agreed between both parties. Exscientia may be eligible to receive up to €240 Million, including upfront and research payments, near term and clinical milestones. As part of the agreement, Exscientia may also receive sales royalties.

Professor Andrew Hopkins, CEO of Exscientia, commented: “We’re delighted to collaborate with Bayer, a globally recognised pharmaceutical company Since our pioneering Nature papers demonstrating the automated design of small-molecules, we have enhanced our platform and exemplified it commercially, by accelerating the discovery of future drug molecules with partners.”

As part of this collaboration, Exscientia will apply its Centaur Chemist™ Artificial Intelligence (AI) drug discovery platform to go beyond conventional human endeavour by using its evolutionary computing and deep learning algorithms to discover and optimise novel drug candidates at unprecedented productivity.

NOTES FOR EDITORS

About Exscientia

Exscientia is at the forefront of Artificial Intelligence (AI)-driven drug discovery and design. By fusing the power of AI with the discovery experience of seasoned drug hunters, Exscientia is the first company to automate drug design, surpassing conventional approaches.

Exscientia’s innovative Centaur Chemist™ platform enables breakthrough productivity gains as well as new approaches to improve drug efficacy. Novel compounds are automatically designed and prioritised for synthesis by its AI systems, which rapidly evolve compounds towards the desired candidate criteria for clinical development.

RESTRICTED

Exscientia systems learn from both existing data resources and experimental data from each design cycle. The principle is similar to how a human would learn, but the AI process is far more effective at identifying and assimilating multiple subtle and complex trends to balance potency, selectivity and pharmacokinetic criteria.

As a result, the AI-driven process is more likely to achieve the end goal and to do this more rapidly and efficiently than traditional human endeavour.

Exscientia is collaborating with several leading pharmaceutical and life sciences companies, has its headquarters in Oxford, UK with further offices in the UK, USA and Japan. For more information visit us on www.exscientia.co.uk or follow us on Twitter @exscientialtd.

Media enquiries:

Exscientia:

	·	Edelman PR Marianne Fekene . +44(0) 7810298448 Camille Oster +44(0) 7812660934 exscientia@edelman.com

Mark Swindells - Chief Commercial Officer
contact@exscientia.co.uk

RESTRICTED

Exhibit 10.17

INDEMNITY DEED - DIRECTORS

EXSCIENTIA PLC

[Name of Director]
[Address]

____ 2021

Dear [Name of Director],

Re: Exscientia plc (the “Company”) and your role as a director and/or officer of the Company

As you are aware, the articles of association of the Company (the “Articles”), at Article [•], contemplate that the Company will indemnify the Company’s directors in relation to specific third-party liabilities incurred by them in the performance of their duties. We are taking this opportunity to afford you the direct benefit of this indemnity in the form of a deed for your benefit (this “Deed”). The arrangements contemplated by this Deed are within the scope of permitted directors’ indemnities under the Companies Act 2006 (the “Act”).

Interpretation

1.1

In this Deed:

1.1.1

any defined terms (to the extent undefined herein) shall have the meanings given to them in the Articles;

1.1.2

any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

1.1.3

unless the context otherwise requires, reference to paragraphs are to paragraphs of this Deed;

1.1.4

any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

1.1.5

other and otherwise are illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding them.

Indemnity

2.1

Subject to paragraph 2.2, without prejudice to any indemnity to which you may otherwise be entitled pursuant to Article [•] of the Articles or otherwise and subject to the terms of this Deed, you shall be indemnified and held harmless by the Company to the fullest extent permitted by law against all liabilities, costs, charges, expenses, judgments, settlements, compensation and other awards, damages and losses (including all interest, penalties, fines, taxes and legal costs and all other reasonable professional costs and expenses) (“Liabilities”) arising out of or in connection with any civil, criminal, regulatory or other proceeding whether instigated, imposed or incurred under the laws of England and Wales or the laws of any other jurisdiction (“Proceedings”) which relate to any act done or omitted or alleged to be done or omitted by you whilst in the course of acting or purporting to act as a director or officer (or equivalent position under the laws of any relevant jurisdiction) of the Company and/or any associated company of the Company (as defined in section 256(b) of the Act for these purposes) (an “Associated Company”) or which arises by virtue of you holding or having held such a position (“Claim”).

2.2

The indemnity in paragraph 2.1 shall not apply to:

2.2.1

the extent prohibited by the Act or otherwise prohibited by law;

2.2.2

any Liability incurred by you:

2.2.2.1

in defending any criminal Proceedings in which you are convicted;

2.2.2.2

in defending any civil Proceedings brought by the Company or any Associated Company in which judgement is given against you; and

2.2.2.3

in connection with any application under section 661(3) or (4) or section 1157 of the Act (a “Relevant Application”) in which the court refuses to grant you relief on the application,

where, in any such case, any such conviction, judgement or refusal of relief has become final (reference in this paragraph 2.2.2 to a conviction, judgement or refusal of relief being “final” shall be construed in accordance with sections 234(4) and (5) of the Act);

2.2.3

any Liability incurred by you to the Company or any Associated Company;

2.2.4

any fine imposed in any criminal Proceedings;

2.2.5

any sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

2.2.6

any Liability relating to any taxation or national insurance payable by you in connection with your remuneration or other benefits received from the Company or any Associated Company;

2.2.7

the extent you are entitled to recover from any other person (including under any policy of insurance) any amount in relation to a Claim; or

2.2.8

any Liability incurred by, or Claim made against, you which the board of directors of the Company (the “Board”) reasonably determines arises out of your fraud, wilful deceit, wilful misconduct, reckless conduct, dishonesty or act of bad faith (“Misconduct”), save that if a court, tribunal or regulatory authority thereafter finally determines that the relevant Liability or Claim did not arise as a result of your Misconduct, you may, by notice to the Company, request payment of such amount from the Company as the Company would have been liable to pay under this Deed had the Board not made such a determination and the Company shall make a payment to you upon satisfaction of the obligation in paragraph 2.5.

2.3

Without prejudice and in addition to any indemnity to which you may otherwise be entitled pursuant to Article [•] of the Articles or otherwise and subject to the terms of this Deed, you shall be indemnified and held harmless by the Company to the fullest extent permitted by law against all Liabilities incurred by you and Claims in connection with the Company’s activities as a trustee of an occupational pension scheme (as defined by section 235(6) of the Act) established under a trust provided that no such indemnity shall extend to any Liability arising out of your fraud or dishonesty or the obtaining by you of any personal profit or advantage to which you were not entitled and you shall not be entitled to be indemnified for:

2.3.1

any fine imposed in any criminal Proceedings;

2.3.2

any sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); and

2.3.3

any Liability incurred by you in defending any criminal Proceedings in which you are convicted where such conviction has become final (reference in this paragraph 2.3.3 to a conviction becoming “final” shall be construed in accordance with sections 235(4) and (5) of the Act).

2.4

References in paragraphs 2.1 and 2.3 to acts or omissions are to acts or omissions made or omitted to be made before, on or after the date of this Deed, however:

2.4.1

if a company ceases to be an Associated Company after the date of this Deed, the Company shall only be liable to indemnify you in respect of Liabilities arising from acts done or omitted or alleged to be done or omitted in relation to that company before the date on which the company ceased to be an Associated Company; and

2.4.2

you, as director or officer (or equivalent position under the laws of any relevant jurisdiction) of any company which becomes an Associated Company after the date of this Deed, shall be indemnified only in respect of Liabilities arising from acts done or omitted or alleged to be done or omitted after the date on which that company becomes an Associated Company.

2.5

The Company’s obligation to make any payment to you under paragraphs 2.1 and/or 2.3 is conditional upon you having made an application in writing to the Company supported by such documentation and evidence which, in the reasonable opinion of the Board, is satisfactory to prove that:

2.5.1

the Liability suffered or incurred by you and of the date(s) on which it was suffered or incurred and that it falls within the scope of the indemnities given in paragraphs 2.1 and/or 2.3; and

2.5.2

any costs and expenses of any third party (including legal costs) which are to be reimbursed by the Company in accordance with paragraphs 2.1 and/or 2.3 were properly incurred and reasonable in amount,

and where the Company is satisfied that these conditions have been fulfilled, the Company shall make payment to you within 20 Business Days (being a day that is not a Saturday or Sunday or a public holiday in England) of receipt of such application.

Defence Costs

3.1

Subject to the Act and the provisions of this Deed, the Company will advance to you (subject to repayment in accordance with paragraph 3.3) such amounts as are required to meet the legal and other reasonable costs, charges and expenses incurred or to be incurred by you:

3.1.1

in defending any criminal or civil Proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by you in relation to the Company or an Associated Company; or

3.1.2

in connection with any Relevant Application.

3.2

The Company shall advance any such amount as provided for in paragraph 3.1 (“Advance Amounts”) to you within fourteen days of receiving a notice in writing from you of the amount required, together with such evidence of the costs as the Company may reasonably require. No interest shall accrue on the Advance Amounts.

3.3

All Advance Amounts outstanding to you in respect of particular Proceedings shall be repaid by you if:

(a)

in respect of criminal Proceedings, you are convicted;

(b)

in respect of civil Proceedings, judgement is given against you; or

(c)

in respect of any Relevant Application, the court refuses to grant you relief on the application,

and such outstanding Advance Amounts shall be repaid no later than the date when the conviction, judgement or refusal of relief becomes final (reference in this paragraph 3.3 to a conviction, judgement or refusal of relief being “final” shall be construed in accordance with sections 205(3) and (4) of the Act).

3.4

The Company shall not be required to advance any amount under paragraph 3.1, and any amounts advanced shall become immediately repayable upon demand from the Company, to the extent that the Board reasonably determines that the relevant Proceedings arose out of your Misconduct.

3.5

In the event that the relevant Proceedings are either (i) abandoned, withdrawn or discontinued, (ii) settled, (iii) a permanent stay is granted, or (iv) a final determination of the court is made (or Proceedings otherwise finally conclude) without any of the events referred to in paragraph 3.3 (as applicable) occurring (each such conclusion of Proceedings being referred to hereafter as a “Favourable Conclusion”) then the indemnity provided under paragraph 2.1 shall thereafter apply with respect to all legal and other reasonable costs, charges and expenses of those Proceedings as were incurred by you. Any liability of the Company to so indemnify you shall be set-off against any liability of you to repay to the Company any Advance Amounts outstanding in respect of those Proceedings and shall be subject to the exclusions and limitations contained in paragraph 2.2, and paragraph 5 shall be applied (with such changes as are appropriate).

3.6

In the event that a Favourable Conclusion is reached in relation to particular Proceedings but any Advance Amount advanced to you in relation to those Proceedings remains outstanding in circumstances where the Company is (for any reason) not liable or is no longer liable to indemnify you in relation to those Proceedings, then all such Advance Amounts which remain outstanding shall be repayable upon demand from the Company.

Directors’ and Officers’ Liability Insurance

The Company shall use all reasonable endeavours to provide and maintain appropriate directors’ and officers’ liability insurance (including ensuring that premiums are properly paid) for your benefit for so long as any Claims may lawfully be brought against you.

Notification and Conduct

5.1

If you receive any demand relating to a Claim or become aware of any circumstances which might or may be reasonably expected to give rise to the Company being required to indemnify you pursuant to this Deed and before incurring any costs, charges or expenses in respect of any Claim (including securing legal representation), you shall:

5.1.1

as soon as reasonably practicable, give written notice of the circumstances to the Company, as well as any other information which the Company may reasonably request from time to time;

5.1.2

take all reasonable actions to mitigate any Liability you suffer in respect of the circumstances giving rise to the Claim (including any action that the Company may reasonably request to avoid, dispute, resist, appeal or defend any Claim and shall not make any admission of liability, agreement or compromise with any person in relation to any Claim without the prior written consent of the Company);

5.1.3

forward all documents you receive in respect of such Claim to the Company as soon as reasonably practical following receipt;

5.1.4

assist the Company as it may reasonably require in resisting, defending or settling the Claim; and

5.1.5

provide to the Company all such information in relation to any Claim or Liabilities as the Company may reasonably request, and take all such action as the Company may reasonably request.

5.2

Notwithstanding the provisions of paragraph 5.1, you shall not be required to provide any document or information to the Company where doing so would result in a loss of privilege in that document or information.

5.3

The Company or an Associated Company (as the case may be) will be entitled to take over, negotiate and conduct in your name the defence to or settlement of any Claim or to prosecute in your name for its own behalf any proceedings relating to a Claim.

5.4

If the Company or an Associated Company exercises its right pursuant to paragraph 5.3, the Company or relevant Associated Company shall:

5.4.1

consult with you in relation to the conduct of the Claim or Proceedings on aspects of the Claim or Proceedings materially relevant to you and keep you reasonably informed of material developments in the Claim or Proceedings, provided that the Company or Associated Company shall be under no obligation to provide any information the provision of which is reasonably likely to adversely affect the ability of the Company or an Associated Company to claim in respect of the relevant loss under any applicable policy of insurance;

5.4.2

take into account your reasonable requests relating to the Claim or Proceedings (including any settlement) on issues which may be reasonably likely to result in material damage to your reputation; and

5.4.3

have full discretion in the conduct or settlement of the Claim or Proceedings relating to such Claim provided you are not required to make any contribution to the settlement and the settlement contains no admission of liability by you.

5.5

The Company’s obligations owed to you under this Deed (including the obligation to indemnify you in paragraphs 2.1 and 2.3) are conditional upon your compliance with the provisions of this paragraph 5.

Miscellaneous

6.1

Effect of Ceasing to be a Director or Officer of the Company or any Associated Company

In the event that you cease to be a director or officer (or equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated Company, this Deed shall remain in force and you will continue to be indemnified in accordance with the terms and conditions of this Deed, until such time as any relevant limitation periods for bringing Claims against you have expired, or for so long as you remain liable for any Liabilities, notwithstanding that you may have ceased to be a director or officer (or equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated Company.

6.2

Payments

The Company shall, in the event that a payment is made to you under this Deed in respect of a particular Liability, be entitled to recover from you an amount equal to any payment received by you under any policy of insurance or from any other third party source to the extent that such payment relates to the Liability, or if the payment received by you is greater than the payment made under this Deed, a sum equal to the payment made under this Deed. You shall pay over such sum promptly on the Company’s request.

6.3

Taxation

The Company shall pay such amount to you as shall after the payment of any tax thereon leave you with sufficient funds to meet any Liability to which this Deed applies. For the avoidance of doubt, when calculating the amount of any such tax the amount of any tax deductions, credits or reliefs which are or may be available to you in respect of the relevant payment under this Deed received by you or any payment made by you to a third party in respect of the relevant Liability will be taken into account. In the event that any amount is paid to you under this Deed but a tax deduction, credit or relief is or becomes available to you in respect of the relevant payment or any payment made by you to a third party in respect of the relevant Liability which was not taken into account in calculating the amount payable in respect of the relevant payment under this Deed, you shall make a payment to the Company of such an amount as is equal to the benefit of such deduction, credit or relief which was not taken into account.

6.4

No Double Recovery

You shall not be entitled to recover any Liability more than once and in the event that the Company makes payment under this Deed, the Company shall be subrogated to the extent of such payment to all of your rights of recovery against third parties (including any claim under any applicable directors’ and officers’ insurance policy) in respect of the payment and you shall do everything that may be necessary to secure any such rights including:

6.4.1

the execution of any documents necessary to enable the Company effectively to bring an action in your name; and

6.4.2

the provision of assistance as a witness.

6.5

Assignment

The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Deed, provided that it gives notice of such dealing to you. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Deed.

6.6

Entire Agreement

This Deed constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

6.7

Severance

If any provision or part-provision of this Deed is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph 6.7 shall not affect the validity and enforceability of the rest of this Deed. If one party gives notice to the other of the possibility that any provision or part-provision of this Deed is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

6.8

Notices and Demands

6.8.1

Any notice or demand given to a party under or in connection with this Deed:

6.8.1.1

shall be in writing and in English;

6.8.1.2

shall be signed by or on behalf of the party giving it;

6.8.1.3

shall be sent by a method listed in paragraph 6.8.2; and

6.8.1.4

is deemed received as set out in paragraph 6.8.2 if prepared and sent in accordance with this paragraph.

6.8.2

This paragraph 6.8.2 sets out the delivery methods for sending a notice to a party under this Deed and, for each delivery method, the date and time when the notice is deemed to have been received (provided that all other requirements of this paragraph have been satisfied and subject to the provisions in paragraph 6.8.3):

(a)

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;

(b)

if sent by pre-paid first class post or other next working day delivery service, at the time recorded by the delivery service;

(c)

if sent by pre-paid airmail, at the time recorded by the delivery service; or

(d)

if sent by email, at the time of transmission.

6.8.3

If deemed receipt under paragraph 6.8.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this paragraph, business hours means 9.00 a.m. to 5.00 p.m. Monday to Friday on a day that is not a public holiday in the place of receipt.

6.8.4

This paragraph 6.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

6.9

Variation

6.9.1

No variation of this Deed shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

6.9.2

No failure or delay by a party to exercise any right or remedy provided under this Deed or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

6.10

Counterparts

6.10.1

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one deed.

6.10.2

Transmission of an executed counterpart of this Deed (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format), shall take effect as delivery of an executed counterpart of this Deed.

6.10.3

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

6.11

Third Party Rights

Unless this Deed expressly states otherwise, this Deed does not confer any rights on any person or party (other than the parties to this Deed and any Associated Company) pursuant to the Contracts (Rights of Third Parties) Act 1999.

6.12

Governing Law and Jurisdiction

6.12.1

This Deed and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

6.12.2

You and the Company irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Deed or its subject matter or formation (including non-contractual disputes or claims).

[Deliberately left blank, signature page to follow.]

IN WITNESS WHEREOF, this Deed has been executed as a deed by the Company and you on the day and year first above written.

EXECUTED as a DEED by EXSCIENTIA PLC acting by [Name of Director], a director and [Name of Director], a director
	Director


	Director

EXECUTED as a DEED and delivered by *[Name of Director]*


In the presence of:

Witness signature:

Name:

Address:



Occupation:

Exhibit 10.18

INDEMNITY DEED – OFFICERS

EXSCIENTIA PLC

[Name of Officer]
[Address]

____ 2021

Dear [Name of Officer],

Re: Exscientia plc (the “Company”) and your role as an officer of the Company

You are [describe nature of the office] at the Company. The Company has agreed to indemnify you on the terms and conditions set out in this deed of indemnity (this “Deed”).

Interpretation

1.1

In this Deed:

1.1.1

any defined terms (to the extent undefined herein) shall have the meanings given to them in the articles of association (“the Articles”) of the Company;

1.1.2

any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

1.1.3

unless the context otherwise requires, reference to paragraphs are to paragraphs of this Deed;

1.1.4

1.1.5

other and otherwise are illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding them.

Indemnity

2.1

Subject to paragraph 2.2 without prejudice to any indemnity to which you may otherwise be entitled pursuant to Article [•] of the Articles or otherwise and subject to the terms of this Deed, you shall be indemnified and held harmless by the Company to the fullest extent permitted by law against all liabilities, costs, charges, expenses, judgments, settlements, compensation and other awards, damages and losses (including all interest, penalties, fines, taxes and legal costs and other reasonable professional costs and expenses) (“Liabilities”) arising out of or in connection with any civil, criminal, regulatory or other proceeding whether instigated, imposed or incurred under the laws of England and Wales or the laws of any other jurisdiction (“Proceedings”) which relate to any act done or omitted or alleged to be done or omitted by you whilst in the course of acting or purporting to act as an officer (or equivalent position under the laws of any relevant jurisdiction) of the Company and/or any associated company of the Company (as defined in section 256(b) of the Act for these purposes) (an “Associated Company”) or which arises by virtue of you holding or having held such a position (“Claim”).

2.2

The indemnity in paragraph 2.1 shall not apply to:

2.2.1

any Liability relating to any taxation or national insurance payable by you in connection with your remuneration or other benefits received from the Company or any Associated Company;

2.2.2

the extent you are entitled to recover from any other person (including under any policy of insurance) any amount in relation to a Claim;

2.2.3

2.2.4

any Claim initiated by you, including any Claim initiated by you against the Company or an Associated Company or any of their respective directors, officers, employees or other indemnified persons, unless the Board has authorised the Claim prior to its initiation.

2.3

References in paragraph 2.1 to acts or omissions are to acts or omissions made or omitted to be made before, on or after the date of this Deed, however:

2.3.1

2.3.2

you, as an officer (or equivalent position under the laws of any relevant jurisdiction) of any company which becomes an Associated Company after the date of this Deed, shall be indemnified only in respect of Liabilities arising from acts done or omitted or alleged to be done or omitted after the date on which that company becomes an Associated Company.

2.4

The Company’s obligation to make any payment to you under paragraph 2.1 depends on you having made an application in writing to the Company supported by such documentation and evidence which, in the reasonable opinion of the Board, is satisfactory to prove that:

2.4.1

the Liability suffered or incurred by you and of the date(s) on which it was suffered or incurred and that it falls within the scope of the indemnity given in paragraph 2.1; and

2.4.2

any costs and expenses of any third party (including legal costs) which are to be reimbursed by the Company in accordance with paragraph 2.1 were properly incurred and reasonable in amount,

and to the extent that the Company is satisfied that these conditions have been fulfilled, the Company shall make payment to you within 20 Business Days (being a day that is not a Saturday or Sunday or a public holiday in England) of receipt of such application.

Defence Costs

3.1

Without prejudice to the generality of the indemnity set out in paragraph 2.1 of this Deed, and subject to the remainder of this paragraph 3, the Company agrees to fund such amounts as are required to meet such legal and other reasonable costs and expenses incurred by you in connection with any Claims.

3.2

Any request for funding under this paragraph shall be made by you to the Company and made subject to such conditions as the Board thinks fit. The Company shall provide the relevant funding within fourteen days of receipt of any such written request.

3.3

The Company shall not be required to pay any amounts due under paragraph 3.1, and any amounts paid shall become immediately repayable upon demand from the Company, to the extent that the Board reasonably determines that the relevant Proceedings arose out of your Misconduct.

3.4

The Company shall not be required to fund any legal or other costs and expenses incurred by you in respect of any Claims initiated by you, including any Claim initiated by you against the Company or an Associated Company or any of their respective directors, officers, employees or other indemnified persons, unless the Board has authorised the Claim prior to its initiation.

Directors’ and Officers’ Liability Insurance

Notification and Conduct

5.1

5.1.1

as soon as reasonably practicable, give written notice of the circumstances to the Company, as well as any other information which the Company may reasonably request from time to time;

5.1.2

5.1.3

forward all documents you receive in respect of such Claim to the Company as soon as reasonably practical following receipt;

5.1.4

assist the Company as it may reasonably require in resisting, defending or settling the Claim; and

5.1.5

provide to the Company all such information in relation to any Claim or Liabilities as the Company may reasonably request, and take all such action as the Company may reasonably request.

5.2

5.3

5.4

If the Company or an Associated Company exercises its right pursuant to paragraph 5.3, the Company or relevant Associated Company shall:

5.4.1

5.4.2

5.4.3

5.5

The Company’s obligations owed to you under this Deed (including the obligation to indemnify you in paragraph 2.1) is conditional upon your compliance with the provisions of this paragraph 5.

Miscellaneous

6.1

Effect of Ceasing to be an Officer of the Company or any Associated Company

In the event that you cease to be an officer (or equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated Company, this Deed shall remain in force and you will continue to be indemnified in accordance with the terms and conditions of this Deed, until such time as any relevant limitation periods for bringing Claims against you have expired, or for so long as you remain liable for any Liabilities, notwithstanding that you may have ceased to be an officer (or equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated Company.

6.2

Payments

6.3

Taxation

6.4

No Double Recovery

6.4.1

the execution of any documents necessary to enable the Company effectively to bring an action in your name; and

6.4.2

the provision of assistance as a witness.

6.5

Assignment

6.6

Entire Agreement

6.7

Severance

6.8

Notices and Demands

6.8.1

Any notice or demand given to a party under or in connection with this Deed:

6.8.1.1

shall be in writing and in English;

6.8.1.2

shall be signed by or on behalf of the party giving it;

6.8.1.3

shall be sent by a method listed in paragraph 6.8.2; and

6.8.1.4

is deemed received as set out in paragraph 6.8.2 if prepared and sent in accordance with this paragraph.

6.8.2

(a)

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;

(b)

if sent by pre-paid first class post or other next working day delivery service, at the time recorded by the delivery service;

(c)

if sent by pre-paid airmail, at the time recorded by the delivery service; or

(d)

if sent by email, at the time of transmission.

6.8.3

6.8.4

This paragraph 6.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

6.9

Variation

6.9.1

No variation of this Deed shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

6.9.2

6.10

Counterparts

6.10.1

6.10.2

6.10.3

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

6.11

Third Party Rights

6.12

Governing Law and Jurisdiction

6.12.1

6.12.2

[Deliberately left blank, signature page to follow.]

IN WITNESS WHEREOF, this Deed has been executed as a deed by the Company and you on the day and year first above written.

EXECUTED as a DEED by EXSCIENTIA PLC acting by [Name of Director], a director and [Name of Director], a director
	Director


	Director

EXECUTED as a DEED and delivered by *[Name of Officer]*


In the presence of:

Witness signature:

Name:

Address:



Occupation: