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¨
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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x
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Name of each exchange on which registered
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American Depositary Shares, each representing
5 Ordinary Shares, par value £0.01 per share
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The Nasdaq Stock Market LLC
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U.S. GAAP ¨
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International Financial Reporting Standards as issued by the International Accounting Standards Board x
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Other ¨
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Page
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Item 1:
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Item 2:
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Item 3:
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Item 4:
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Item 4A:
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Item 5:
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Item 6:
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Item 7:
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Item 8:
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Item 9:
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Item 10:
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Item 11:
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Item 12:
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Item 13:
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Item 14:
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Item 15:
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Item 16A:
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Item 16B:
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Item 16C:
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Item 16D:
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Item 16E:
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Item 16F:
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Item 16G:
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Item 16H:
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Item 17:
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Item 18:
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Item 19:
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•
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the timing and conduct of our clinical trials of ridinilazole (formerly SMT19969) for the treatment of patients with Clostridioides difficile infection (formerly known as Clostridium difficile infection), including statements regarding the timing of initiation and completion of the clinical trials and the period during which the results of the clinical trials will become available;
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•
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the timing of and our ability to obtain marketing approval of ridinilazole, and the ability of ridinilazole to meet existing or future regulatory standards;
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•
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the timing and conduct of clinical trials for any other product candidates;
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•
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the potential benefits of our acquisition of Discuva Limited, or Discuva, including the operations of the acquired bacterial genetics-based discovery and development platform, which we refer to as our Discuva Platform;
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•
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our plans to conduct research and development and advance potential new mechanism antibiotic compounds identified and developed under our Discuva Platform;
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•
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the potential benefits and future operation of our collaboration with the Biomedical Advanced Research and Development Authority, or BARDA;
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•
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the potential benefits and future operation of our collaboration with the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator Program, or CARB-X;
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•
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the potential benefits and future operation of our license and commercialization agreement with Eurofarma Laboratórios SA, or Eurofarma;
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•
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our plans with respect to possible future collaborations and partnering arrangements;
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•
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our plans to pursue research and development of other future product candidates;
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•
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the potential advantages of ridinilazole and our other new mechanism antibiotics;
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•
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the rate and degree of market acceptance and clinical utility of ridinilazole and our other new mechanism antibiotics;
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•
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our estimates regarding the potential market opportunity for ridinilazole and our other new mechanism antibiotics;
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•
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our sales, marketing and distribution capabilities and strategy;
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•
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our ability to establish and maintain arrangements for manufacture of ridinilazole;
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•
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our intellectual property position;
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•
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our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;
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•
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the impact of government laws and regulations;
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•
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our competitive position; and
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•
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the impact of the novel coronavirus pandemic (COVID-19) and the response to it.
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Eleven month period ended December 31,
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Year Ended January 31,
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||||||||||||||||||||
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2019
|
|
2019
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|
2019
|
|
2018
|
|
2017
|
|
2016
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||||||||||||
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|
|
|
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(Adjusted*)
|
|
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||||||||||||||
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(in thousands, except per share data)
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||||||||||||||||||||||
Revenue
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$
|
774
|
|
|
£
|
583
|
|
|
£
|
43,012
|
|
|
£
|
12,360
|
|
|
£
|
2,304
|
|
|
£
|
—
|
|
Other operating income
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20,120
|
|
|
15,163
|
|
|
15,156
|
|
|
2,725
|
|
|
72
|
|
|
1,281
|
|
||||||
Operating (loss) / profit
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(33,613
|
)
|
|
(25,332
|
)
|
|
2,673
|
|
|
(25,829
|
)
|
|
(24,853
|
)
|
|
(20,346
|
)
|
||||||
Finance income
|
5
|
|
|
4
|
|
|
2,788
|
|
|
3,096
|
|
|
8
|
|
|
30
|
|
||||||
Finance cost
|
(303
|
)
|
|
(228
|
)
|
|
(467
|
)
|
|
(1,187
|
)
|
|
(862
|
)
|
|
(2,879
|
)
|
||||||
Income tax credit
|
4,676
|
|
|
3,524
|
|
|
2,496
|
|
|
3,762
|
|
|
4,336
|
|
|
3,058
|
|
||||||
(Loss) / profit for the period
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(29,235
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)
|
|
(22,032
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)
|
|
7,490
|
|
|
(20,158
|
)
|
|
(21,371
|
)
|
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(20,137
|
)
|
||||||
Basic and diluted (loss) / earnings per ordinary share from continuing operations
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$
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(0.18
|
)
|
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£
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(0.13
|
)
|
|
£
|
0.09
|
|
|
£
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(0.31
|
)
|
|
£
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(0.35
|
)
|
|
£
|
(0.34
|
)
|
Weighted average number of shares outstanding (in thousands)
|
164,145
|
|
|
164,145
|
|
|
85,702
|
|
|
65,434
|
|
|
61,549
|
|
|
59,102
|
|
|
As at December 31,
|
|
As at January 31,
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||||||||||||||||||||
|
2019
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
(Adjusted *)
|
|
|
|
|
||||||||||||||
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(in thousands)
|
||||||||||||||||||||||
Cash and cash equivalents
|
$
|
64,245
|
|
|
£
|
48,417
|
|
|
£
|
26,858
|
|
|
£
|
20,102
|
|
|
£
|
28,062
|
|
|
£
|
16,304
|
|
Working capital(1)
|
2,892
|
|
|
2,181
|
|
|
6,725
|
|
|
(7,241
|
)
|
|
(5,621
|
)
|
|
1,327
|
|
||||||
Total assets
|
97,027
|
|
|
73,123
|
|
|
60,635
|
|
|
55,173
|
|
|
37,587
|
|
|
25,057
|
|
||||||
Accumulated losses reserve
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(129,531
|
)
|
|
(97,619
|
)
|
|
(76,097
|
)
|
|
(93,925
|
)
|
|
(73,767
|
)
|
|
(52,396
|
)
|
||||||
Total equity / (deficit)
|
$
|
78,586
|
|
|
£
|
59,225
|
|
|
£
|
42,537
|
|
|
£
|
(3,152
|
)
|
|
£
|
(3,493
|
)
|
|
£
|
16,080
|
|
(1)
|
We define working capital as prepayments and other receivables (including current tax receivables) less current liabilities.
|
•
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continue the research and development of ridinilazole, as well as our early-stage programs targeting infections caused by Enterobacteriaceae and Neisseria gonorrhoeae;
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•
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seek to identify and develop additional product candidates, including through our bacterial genetics-based discovery and development platform, which we refer to as our Discuva Platform, for discovering and developing new mechanism antibiotics;
|
•
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seek marketing approvals for any product candidates that successfully complete clinical development;
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•
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ultimately establish a sales, marketing and distribution infrastructure in jurisdictions where we have retained commercialization rights and scale up external manufacturing capabilities to commercialize any product candidates for which we receive marketing approval;
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•
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acquire or in-license other product candidates and technology;
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•
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maintain, expand and protect our intellectual property portfolio;
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•
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hire additional clinical, regulatory and scientific personnel;
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•
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expand our physical presence; and
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•
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add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts.
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•
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successfully initiating and completing clinical trials of ridinilazole for the treatment of CDI and any other product candidates we develop;
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•
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obtaining approval to market ridinilazole for the treatment of CDI and any other product candidates we develop;
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•
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protecting our rights to our intellectual property portfolio related to ridinilazole and any other product candidates we develop;
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•
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contracting for the manufacture of clinical and commercial quantities of ridinilazole and any other product candidates we develop;
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•
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negotiating and securing adequate reimbursement from third-party payors for ridinilazole and any other product candidates we develop; and
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•
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establishing sales, marketing and distribution capabilities to effectively market and sell ridinilazole and any other product candidates we develop in the United States, as well as other geographies.
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•
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the progress, costs and results of clinical trials of ridinilazole for CDI;
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•
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the number and development requirements of other product candidates that we pursue;
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•
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the costs, timing and outcome of regulatory review of ridinilazole and other product candidates we develop;
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•
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the costs and timing of commercialization activities, including product sales, marketing, distribution and manufacturing, for any of our product candidates that receive marketing approval;
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•
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subject to receipt of marketing approval, revenue received from commercial sales of ridinilazole or any other product candidates;
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•
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the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims;
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•
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our contract with BARDA and whether BARDA elects to pursue its final designated option;
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•
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our contract with CARB-X and whether CARB-X elects to pursue its designated options beyond the base period;
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•
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the amounts we receive from Eurofarma under our license and commercialization agreement, including for the achievement of development, commercialization and sales milestones and for product supply transfers;
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•
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our ability to establish and maintain collaborations, licensing or other arrangements and the financial terms of such arrangements;
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•
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the extent to which we acquire or invest in other businesses, products and technologies;
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•
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the rate of the expansion of our physical presence;
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•
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the extent to which we change our physical presence; and
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•
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the costs of operating as a public company in the United States.
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•
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successful completion of clinical development;
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•
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receipt of marketing approvals from applicable regulatory authorities;
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•
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establishing commercial manufacturing arrangements with third-party manufacturers;
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•
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obtaining and maintaining patent and trade secret protection and regulatory exclusivity;
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•
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protecting our rights in our intellectual property portfolio;
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•
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establishing sales, marketing and distribution capabilities;
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•
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launching commercial sales of ridinilazole, if and when approved, whether alone or in collaboration with others;
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•
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acceptance of ridinilazole, if and when approved, by patients, the medical community and third-party payors;
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•
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effectively competing with other therapies; and
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•
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maintaining a continued acceptable safety profile of ridinilazole, following approval.
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•
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be delayed in obtaining marketing approval for our product candidates;
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•
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not obtain marketing approval at all;
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•
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obtain approval for indications or patient populations that are not as broad as we intended or desired;
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•
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obtain approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;
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•
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be subject to additional post-marketing testing requirements or restrictions; or
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•
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have the product removed from the market after obtaining marketing approval.
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•
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clinical trials of our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;
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•
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the number of patients required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate or participants may drop out of these clinical trials at a higher rate than we anticipate for various reasons, including due to contagious diseases or illnesses, such as the novel coronavirus, as described below;
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•
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we may be unable to enroll a sufficient number of patients in our clinical trials to ensure adequate statistical power to detect any statistically significant treatment effects;
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•
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our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;
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•
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regulators, institutional review boards or independent ethics committees may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;
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•
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we may have delays in reaching or fail to reach agreement on acceptable clinical trial contracts or clinical trial protocols with prospective trial sites;
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•
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we may have to suspend or terminate clinical trials of our product candidates for various reasons, including a finding that the participants are being exposed to unacceptable health risks;
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•
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regulators, institutional review boards or independent ethics committees may require that we or our investigators suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;
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•
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the cost of clinical trials of our product candidates may be greater than we anticipate;
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•
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the supply or quality of our product candidates, comparator drugs or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate, which may occur if, for example, enrollment for our Phase 3 clinical trials were delayed and the clinical supply of ridinilazole or vancomycin manufactured for such trials was not utilized prior to its expiration and needed to be replaced, or if there were disruptions in our supply chain due to weather conditions, natural disasters or contagious diseases or illnesses, such as the novel coronavirus; and
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•
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our product candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators, institutional review boards or independent ethics committees to suspend or terminate the clinical trials.
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•
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severity of the disease under investigation;
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•
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eligibility criteria for the clinical trial in question;
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•
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perceived risks and benefits of the product candidate under study;
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•
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competition for patients, time and resources at clinical trials sites from other investigational therapies in clinical trials that target the same patient population;
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•
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approval of other therapies to treat the indication that is being investigated in the clinical trial;
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•
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efforts to facilitate timely enrollment in clinical trials;
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•
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patient referral practices of physicians;
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•
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the ability to monitor patients adequately during and after treatment; and
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•
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proximity and availability of clinical trial sites for prospective patients.
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•
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the efficacy and potential advantages compared to alternative treatments or competitive products;
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•
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the prevalence and severity of any side effects;
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•
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the ability to offer our product candidates for sale at competitive prices, including in the case of ridinilazole, which we expect, if approved, will compete with the antibiotics vancomycin and metronidazole, both of which are available in generic form at low prices, and fidaxomicin, and potentially other approaches to be used as an adjunctive therapy to antibiotics, such as the monoclonal antibody bezlotoxumab, vaccines or fecal biotherapy;
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•
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convenience and ease of administration compared to alternative treatments;
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•
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the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
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•
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the strength of marketing and distribution support;
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•
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the availability of third-party coverage and adequate reimbursement;
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•
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the timing of any such marketing approval in relation to other product approvals;
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•
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support from patient advocacy groups; and
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•
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any restrictions on concomitant use of other medications.
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•
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our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
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•
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the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe any future products;
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•
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the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and
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•
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unforeseen costs and expenses associated with creating an independent sales and marketing organization.
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•
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reduced resources of our management to pursue our business strategy;
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•
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decreased demand for any product candidates or products that we may develop;
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•
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injury to our reputation and significant negative media attention;
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•
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withdrawal of clinical trial participants;
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•
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significant costs to defend the related litigation;
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•
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substantial monetary awards to clinical trial participants or patients;
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•
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loss of revenue;
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•
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increased insurance costs; and
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•
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the inability to commercialize any products that we may develop.
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•
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terminate agreements, in whole or in part, at any time, for any reason or no reason;
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•
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unilaterally modify the parties’ obligations under such contracts, subject to government-determined equitable price adjustments;
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decline to exercise any option for work beyond the initial base period under multi-year contracts;
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suspend contract performance if Congressionally appropriated funding becomes unavailable;
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obtain rights to inventions and technical data made or first produced in the performance of such contracts;
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audit contract-related costs and fees, including allocated indirect costs;
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•
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suspend or debar the contractor from receiving new contracts pending resolution of alleged violations of procurement laws or regulations in the event of wrongdoing by us;
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•
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take actions that result in a longer development timeline than expected;
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•
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direct the course of a development program in a manner not chosen by the government contractor;
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•
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impose U.S. manufacturing requirements for products that embody or that are produced through the use of inventions conceived or first reduced to practice under such contracts;
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assert qualified march-in rights to grant licenses to third parties to practice contractor-owned inventions that are conceived or first reduced to practice under such contracts;
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•
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pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions specific to government agreements; and
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•
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limit the government’s financial liability to amounts appropriated by the U.S. Congress on a fiscal-year basis, thereby leaving some uncertainty about the future availability of funding for a program even after it has been funded for an initial period.
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•
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specialized accounting systems unique to government contracts;
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•
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potential liability for price adjustments or recoupment of government funds after such funds have been spent;
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•
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mandatory disclosure of credible evidence of certain contractual or statutory violations occurring in connection with the contract;
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•
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adhering to stewardship principals imposed by CARB-X as a condition of the award;
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•
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public disclosures of certain contract information, which may enable competitors to gain insights into our research program; and
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•
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mandatory socioeconomic compliance requirements, including labor standards, non-discrimination and affirmative action programs and environmental compliance requirements.
|
•
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the Federal Acquisition Regulation, or FAR, and agency-specific regulations supplemental to the FAR, which comprehensively regulate the procurement, formation, administration and performance of government contracts;
|
•
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extensive U.S. government regulation of government-funded clinical research activities, including, for example, compliance requirements relating to protection of human and animal research subjects, restrictions on uses of human research materials, and conditions on dissemination of research results;
|
•
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business ethics and public integrity obligations, which govern areas such as conflicts of interest, the recruitment and hiring of former government employees, bribes and gratuities, and limitations on and mandatory disclosure of lobbying activities, pursuant to laws such as the Anti-Kickback Act, the Procurement Integrity Act, the False Claims Act and the Foreign Corrupt Practices Act; and
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•
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export control and import laws and regulations.
|
•
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termination of any government contracts, including our BARDA contract;
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•
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suspension of payments;
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•
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administrative sanctions, such as long-term monitoring arrangements;
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•
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fines; and
|
•
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suspension, debarment, or exclusion from eligibility for U.S. government contracts, funding programs and regulatory approvals.
|
•
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collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations and may not perform their obligations as expected;
|
•
|
collaborators may deemphasize or not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborators’ strategic focus, including as a result of a sale or disposition of a business unit or development function, or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities;
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•
|
collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;
|
•
|
collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;
|
•
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a collaborator with marketing and distribution rights to multiple products may not commit sufficient resources to the marketing and distribution of our product relative to other products;
|
•
|
collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;
|
•
|
collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;
|
•
|
disputes may arise between the collaborator and us as to the ownership of intellectual property arising during the collaboration;
|
•
|
we may grant exclusive rights to our collaborators, which would prevent us from collaborating with others;
|
•
|
disputes may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization of our products or product candidates or that result in costly litigation or arbitration that diverts management attention and resources; and
|
•
|
collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates.
|
•
|
reliance on the third party for regulatory compliance and quality assurance;
|
•
|
the possible breach of the manufacturing agreement by the third party;
|
•
|
the possible misappropriation of our proprietary information, including our trade secrets and know-how; and
|
•
|
the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.
|
•
|
litigation involving patients taking our products;
|
•
|
restrictions on such products, manufacturers or manufacturing processes;
|
•
|
restrictions on the labeling or marketing of a product;
|
•
|
restrictions on product distribution or use;
|
•
|
requirements to conduct post-marketing studies or clinical trials;
|
•
|
warning or untitled letters;
|
•
|
withdrawal of the products from the market;
|
•
|
refusal to approve pending applications or supplements to approved applications that we submit;
|
•
|
recall of products;
|
•
|
fines, restitution or disgorgement of profits or revenues;
|
•
|
suspension or withdrawal of marketing approvals;
|
•
|
damage to relationships with any potential collaborators;
|
•
|
unfavorable press coverage and damage to our reputation;
|
•
|
refusal to permit the import or export of our products;
|
•
|
product seizure; or
|
•
|
injunctions or the imposition of civil or criminal penalties.
|
•
|
The federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federally funded healthcare programs such as Medicare and Medicaid. This statute has been broadly interpreted to apply to manufacturer arrangements with prescribers, purchasers and formulary managers, among others. Several other countries, including the United Kingdom, have enacted similar anti-kickback, fraud and abuse, and healthcare laws and regulations.
|
•
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The federal False Claims Act imposes civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. The government and qui tam relators have brought False Claims Act actions against pharmaceutical companies on the theory that their practices have caused false claims to be submitted to the government. There is also a separate false claims provision imposing criminal penalties.
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The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information.
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HIPAA also imposes criminal liability for knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services.
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The federal Physician Sunshine Act requirements under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, referred to together as the Affordable Care Act, require manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to payments and other transfers of value made to or at the request of covered recipients, such as physicians and teaching hospitals, and physician ownership and investment interests in such manufacturers. Payments made to physicians and research institutions for clinical trials are included within the ambit of this law.
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Analogous state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, and some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures. Additionally, some state and local laws require the registration of pharmaceutical sales representatives in the jurisdiction.
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an annual, non-deductible fee on any entity that manufactures or imports specified branded prescription drugs and biologic agents;
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an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program;
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expansion of healthcare fraud and abuse laws, including the civil False Claims Act and the federal Anti-Kickback Statute, new government investigative powers and enhanced penalties for noncompliance;
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a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50% (and 70% starting January 1, 2019) point-of-sale discounts off negotiated prices;
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extension of manufacturers’ Medicaid rebate liability;
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expansion of eligibility criteria for Medicaid programs;
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expansion of the entities eligible for discounts under the Public Health Service pharmaceutical pricing program;
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new requirements to report certain financial arrangements with physicians and teaching hospitals;
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a new requirement to annually report drug samples that manufacturers and distributors provide to physicians; and
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a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research.
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the success of competitive products or technologies;
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results of clinical trials of ridinilazole and any other product candidate that we develop;
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results of clinical trials of product candidates of our competitors;
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changes or developments in laws or regulations applicable to ridinilazole and any other product candidates that we develop;
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our entry into, and the success of, any collaboration agreements with third parties;
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the operation of our contract with BARDA, and whether BARDA elects to pursue its remaining option work segment beyond the base period;
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the operation of our contract with CARB-X, and whether CARB-X elects to pursue its remaining option work segments beyond the base period;
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developments or disputes concerning patent applications, issued patents or other proprietary rights;
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the recruitment or departure of key personnel;
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the level of expenses related to any of our product candidates or clinical development programs;
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the results of our efforts to discover, develop, acquire or in-license additional product candidates, products or technologies;
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
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variations in our financial results or those of companies that are perceived to be similar to us;
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changes in the structure of healthcare payment systems;
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market conditions in the biotechnology and pharmaceutical sectors;
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regulatory or legal developments in the United States and other countries;
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the societal and economic impact of public health epidemics, such as the ongoing COVID-19 pandemic, and government efforts to slow their spread;
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general economic, industry and market conditions;
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the trading volume of the ADSs on the Nasdaq Global Market; and
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the other factors described in this “Risk Factors” section.
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have a majority of the board of directors consist of independent directors;
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require non-management directors to meet on a regular basis without management present;
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adopt a code of conduct and promptly disclose any waivers of the code for directors or executive officers that should address certain specified items;
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have an independent compensation committee;
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have an independent nominating committee;
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have an independent audit committee consisting of at least three members;
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solicit proxies and provide proxy statements for all shareholder meetings;
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review related party transactions; and
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seek shareholder approval for the implementation of certain equity compensation plans and issuances of ordinary shares.
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not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;
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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
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reduced disclosure obligations regarding executive compensation; and
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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We have granted Eurofarma an exclusive license to the commercial rights for ridinilazole in specified countries in South America, Central America and the Caribbean. We retain commercialization rights in the rest of the world.
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Ridinilazole Demonstrated Statistical Superiority Over Vancomycin. Our Phase 2 proof of concept trial met its primary endpoint with ridinilazole achieving a SCR rate of 66.7% compared to 42.4% for vancomycin (non-inferiority margin of 15%, p=0.0004). This represented statistical superiority of ridinilazole over vancomycin using the pre-specified 90% confidence interval. The primary analysis was conducted on the modified intent-to-treat, or mITT, population (36 patients dosed with ridinilazole, 33 patients dosed with vancomycin) that comprised patients with CDI confirmed by the presence of free toxin in feces. The results of the mITT population were consistent with the intent-to-treat, or ITT, population (50 patients dosed with ridinilazole, 50 patients dosed with vancomycin) and the per protocol, or PP, population (31 patients dosed with ridinilazole, 25 patients dosed with vancomycin). We also observed a generally consistent trend to improved SCR with ridinilazole across subgroups at higher risk of recurrence, including the elderly, patients who were on concomitant antibiotics at the start of treatment and patients with a prior history of CDI.
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Ridinilazole Demonstrated a Large Reduction in Rates of Recurrence Compared to Vancomycin. We observed that the statistical superiority in SCR with ridinilazole compared to vancomycin was driven by a large numerical reduction in rates of disease recurrence. Clinical cure rates at the end of ten days of treatment were similar, with ridinilazole achieving a rate of 77.8% compared to 69.7% for vancomycin, but ridinilazole achieved a recurrence rate of 14.3% compared to 34.8% for vancomycin during the 30-day post-treatment period.
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Ridinilazole Preserved the Gut Microbiome. Stool samples were obtained from 82 patients enrolled in the Phase 2 clinical trial to evaluate the efficacy of ridinilazole compared to vancomycin. These samples were analyzed on study entry, day five and day ten of treatment, day 25 and day 40 post-entry and at the time of any recurrence for five specific bacterial groups associated with a healthy gut microbiome (Bacteroides, Prevotella, Enterbactericeae, C. coccoides and C. leptum) and also for total bacteria present. We observed that patients treated with vancomycin had a significant decrease (p<0.001) in four of the five bacterial groups (Bacteroides, Prevotella, C. coccoides and C. leptum) at day five and day ten, and a significant decrease in total bacteria. Patients treated with ridinilazole did not have a significant decrease in these specific bacterial groups nor the total bacteria. Moreover, we observed the initial evidence of recovery of these key bacterial groups in some patients treated with ridinilazole. We believe that these data provide evidence that ridinilazole is able to preserve a healthy gut microbiome during treatment for CDI and that the recovery of the key bacterial groups contributed to the large numerical reduction in disease recurrence we observed in the trial results.
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Ridinilazole Restored the Metabolome. The metabolome is the complete complement of small molecules within a biological system or fluid. It is very dynamic with these small molecules being continuously absorbed, synthesized, degraded and interacting with other molecules, both within and between biological systems. Bile acids, a group of molecules that form part of the metabolome, are metabolized by bacteria within the gut. These bile acids exist in different forms that can either favor or block the regrowth of C. difficile. In the Phase 2 clinical trial, all patients showed a higher ratio of pro-C. difficile growth bile acids to anti-C. difficile growth bile acids. This was as expected since these patients all had CDI. However, during treatment, the ratio of anti-C. difficile bile acids increased in patients treated with ridinilazole, whereas patients treated with vancomycin initially showed decreases in anti-C. difficile bile acids and their stools were dominated by pro-C. difficile bile acids. By the end of treatment, ridinilazole-treated patients' bile acid ratios returned toward a healthy, non-CDI state.
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Ridinilazole was Retained in the Gastrointestinal Tract. Ridinilazole was targeted to the gastrointestinal tract, which is the site where CDI occurs in the body. Systemic exposure was close to or below the level of detection in patients with CDI, with plasma concentrations very similar to those observed in our Phase 1 clinical trial in healthy volunteers.
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Ridinilazole Reduced Biomarkers of Inflammation. We measured levels of two key markers of inflammation, calprotectin and lactoferrin, in feces collected from the 69 patients who comprised the mITT group. The samples analyzed were collected at the time of randomization (prior to initiation of treatment), at day five and at day ten. We observed that ridinilazole and vancomycin reduced concentrations of calprotectin and lactoferrin by similar levels when analyzing the results for all patients. We also observed that a subset of patients with severe CDI had a greater reduction in levels of calprotectin and lactoferrin when treated with ridinilazole compared to vancomycin. We believe these data indicate that ridinilazole is associated with a greater reduction in inflammatory markers compared to vancomycin in patients with severe CDI.
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Ridinilazole Significantly Improved Short- and Longer-Term Quality of Life Measures. Patients completed the EuroQol 5-Dimension questionnaire three level version (EQ-5D-3L) at baseline, day 5, day 10, day 12 and day 40 to assess the impact of treatment with ridinilazole and vancomycin on five dimensions of physical and mental health: mobility, self-care, usual activities, pain/discomfort and anxiety/depression. As early as day 5, ridinilazole-treated patients reported improvements in index scores (p=0.008), a measure that combines scores from the five domains and visual analogue scale, or VAS, scores (p=0.01), which is a self-reported score of overall health. More specifically, by day 40, patients treated with ridinilazole had improved significantly more than patients treated with vancomycin in anxiety and depression measures. In addition, while both treatment arms showed significant improvements in pain and discomfort with treatment, by day 10, fewer patients treated with ridinilazole reported issues than did those treated with vancomycin. We believe these findings support the potential for the benefits of treatment with ridinilazole to extend beyond clinical benefits to the overall wellbeing of the patient.
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Ridinilazole was Well Tolerated. Ridinilazole was generally well tolerated. The overall rate of adverse events and serious adverse events reported in the ridinilazole and vancomycin treatment arms were comparable.
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the plasma pharmacokinetics of ridinilazole in patients with CDI;
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the qualitative and quantitative effect of ridinilazole and fidaxomicin on the gut microbiome;
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the plasma, urine and fecal concentrations of ridinilazole and its metabolites; and
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the efficacy of ten days of dosing with ridinilazole compared to fidaxomicin for the treatment of CDI.
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Ridinilazole Preserved the Microbiome to a Greater Extent than Fidaxomicin. We observed that following ten days of treatment, ridinilazole had markedly less of an impact on the gut microbiome of trial patients by measures of overall diversity and changes in key bacterial families when compared to those trial patients dosed with fidaxomicin. We observed that while ridinilazole and fidaxomicin both reduced the abundance of C. difficile, fidaxomicin treated patients had reduced abundance of other bacterial families, including Firmicutes phylum, that are thought to have direct functional roles in protecting against CDI. We observed that for a number of these bacterial families, the difference between the two treatments reached statistical significance. We also reported alpha
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Ridinilazole was Well Tolerated. The primary endpoint of the trial was safety, as measured by the number of treatment emergent adverse events and serious adverse events. During the trial, no new or unexpected safety signals were identified and ridinilazole was well tolerated.
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Comparable Rates of Sustained Clinical Response. We observed that seven of the 14 ridinilazole-treated patients and six of the 13 fidaxomicin-treated patients were cured at the end of treatment and did not have a recurrence of CDI within the following 30 days to achieve a sustained clinical response. The trial was however not designed for efficacy comparisons due to the small number of patients enrolled, and so we believe no conclusions on efficacy should be made based solely on these data.
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four fasted subjects, randomized for three subjects to receive a single 2 mg dose of ridinilazole and one subject to receive placebo;
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four fasted subjects, randomized for three subjects to receive a single 20 mg dose of ridinilazole and one subject to receive placebo;
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eight fasted subjects, randomized for six subjects to receive a single 100 mg dose of ridinilazole and two subjects to receive placebo;
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eight fasted subjects, randomized for six subjects to receive a single 400 mg dose of ridinilazole and two subjects to receive placebo;
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eight fasted subjects, randomized for six subjects to receive a single 2,000 mg dose of ridinilazole and two subjects to receive placebo; and
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eight subjects, randomized for six subjects to receive a single 1,000 mg dose of ridinilazole under fasted conditions and a single 1,000 mg dose under fed conditions, and two subjects to receive two single doses of placebo on the same dosing schedule. The doses under fed and fasted conditions were separated by a minimum of six days.
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eight subjects randomized for six subjects to receive 200 mg doses of ridinilazole twice per day for nine days with a single final dose on day ten and two subjects to receive placebo on the same dosing schedule; and
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eight subjects randomized for six subjects to receive 500 mg doses of ridinilazole twice per day for nine days with a single final dose on day ten and two subjects to receive placebo on the same dosing schedule.
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Ridinilazole was Well Tolerated. Ridinilazole was well tolerated at all doses tested in the clinical trial. The incidence of adverse events in the clinical trial was low for patients treated with ridinilazole and comparable to the incidence of adverse events for patients receiving placebo. The majority of the adverse events that were considered to be possibly related to ridinilazole were classified as gastrointestinal disorders and were mild in severity and resolved without intervention. One patient withdrew from the clinical trial after suffering from appendicitis on day one. The trial investigator determined this serious adverse event was unlikely to be related to treatment with ridinilazole.
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Ridinilazole was Retained in the Gastrointestinal Tract. Ridinilazole was targeted to the gastrointestinal tract, which is the site where CDI occurs in the body. Systemic exposure was close to or below the level of detection in both fed and fasted subjects.
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Ridinilazole was Highly Selective for Total Clostridia Bacteria with Minimal Impact on Other Natural Gut Flora. We measured levels of bacteria in fecal samples from Part 2 of the clinical trial for gut microbiome composition on the day prior to commencement of dosing and on days four and nine of drug administration during the clinical trial. As illustrated in the figure below, in both the 200 mg and 500 mg dose cohorts, median levels of key bacteria groups that comprise the natural gut microbiome remained relatively constant during this period and did not fluctuate substantially from baseline. The one exception was the total clostridia bacterial group. The counts of total clostridia decreased from the baseline level to zero by day four of dosing and remained at zero on day nine of dosing. C. difficile is a member of the total clostridia group. We did not detect any C. difficile viable cells or spores in the fecal samples of any of the healthy volunteer subjects at any point during the clinical trial. Bacteria levels are shown in the figure below on a logarithmic scale, which condenses the wide range of values to a format showing the relative differences in values. We believe these data, which are consistent with the data from our preclinical studies, support the highly selective antibiotic effect of ridinilazole.
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Potency Against C. difficile. We screened ridinilazole in vitro against panels of C. difficile clinical isolates from the United States and the United Kingdom. In these studies, ridinilazole displayed a potent bactericidal effect against all clinical isolates of C. difficile, including hypervirulent strains, such as ribotype 027. Ridinilazole was more potent than both vancomycin and metronidazole, and was either equally potent to, or more potent than, fidaxomicin. We have also tested ridinilazole against a panel of C. difficile clinical isolates that maximize the diversity of resistance to key classes of commonly used antibiotics. Ridinilazole did not display evidence of cross resistance with other classes of key antibiotics in common use.
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Targeted Spectrum of Activity. We conducted in vitro testing of ridinilazole, vancomycin, metronidazole and fidaxomicin against a wide panel of bacteria that are commonly found in the gut microbiome and are necessary for normal function of the gastrointestinal tract and also have wide implications on human health, such as the proper function of the immune system. As illustrated in the figure below, in this study ridinilazole had a minimal antibiotic effect against these beneficial bacterial groups. Ridinilazole also displayed higher selectivity for C. difficile in this study as compared to vancomycin, metronidazole and fidaxomicin. In vitro potency is measured by determining the concentration of a drug (in micrograms per liter) needed to inhibit the growth of 90% of the bacterial strains being tested, referred to as a MIC90 measurement. A high number, typically higher than 256, indicates a weak antimicrobial effect, and a low number, typically less than eight, indicates a potent antimicrobial effect. We believe that the targeted spectrum of activity for ridinilazole seen in this study compared to the relatively broad spectrum of activity of other antibiotics indicates the potential for ridinilazole to selectively target C. difficile bacteria while preserving the microbiome and thereby reduce CDI recurrence rates.
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Protection Against CDI Recurrence. In a hamster model, we infected one group of hamsters with the hypervirulent CDI strain ribotype 027 and a second group of hamsters with a second CDI strain ribotype 012. In the United States, the hypervirulent CDI strain ribotype 027 accounts for approximately one-fifth of all CDI cases. We then treated hamsters from each of the two infected groups with different doses of ridinilazole, vancomycin and fidaxomicin for five days. We evaluated disease recurrence over the 21 days following treatment. In this hamster model, a hamster fatality within the first five days is a result of initial C. difficile infection, while a fatality from day six to day 25 is a result of recurrent disease. As illustrated in the figure below, the hamsters from both infected groups that were treated with two different doses of ridinilazole had survival rates of 90% to 100% against strain ribotype 027 and 80% to 100% against strain ribotype 012. These survival rates were higher than hamsters treated with vancomycin (0% to 10% survival rates) for both CDI strains, comparable to hamsters treated with two different doses of fidaxomicin against strain ribotype 027 (90% to 100% survival rates) and higher than hamsters treated with two different doses of fidaxomicin against strain ribotype 012 (0% to 40% survival rates). All infection control hamsters received placebo and died by the second day following infection.
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Inhibition of Sporulation. In the in vitro testing of ridinilazole described above, we treated C. difficile cells with different concentrations of ridinilazole and measured the percentage of spores formed 96 hours after treatment. Untreated cells had a 100% conversion rate into C. difficile spores, which are the dormant protected form of the bacteria, after 96 hours. In this study, treatment with ridinilazole resulted in a meaningful reduction in spore count compared with untreated cells against all strains of C. difficile tested. We believe the reduction in sporulation may benefit rates of recurrent disease as the spores are highly resistant to standard cleaning practices and lead to increased risks of environmental persistence and disease transmission.
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Reduction in Toxin and Inflammation Levels. In an in vitro study, Caco-2 cells, a type of cell found in the colon of humans commonly used in studies of intestinal function, were exposed to C. difficile and then treated with ridinilazole, metronidazole and vancomycin or were untreated to act as a control. Following treatment with ridinilazole, toxin A levels were reduced by 91%, toxin B was not detected and IL-8 levels were reduced by 74%. Metronidazole and vancomycin had minimal effect on toxin A or B concentrations, and IL-8 concentrations were similar to control. Toxins A and B are produced by C. difficile to elicit an inflammatory response, including IL-8 release, which results in the symptoms of the disease including severe diarrhea. We believe that these data indicate that ridinilazole has the potential to reduce the severity of disease symptoms and that it has the potential to be more effective than current treatment options.
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Concomitant Antibiotic Use. In an in vitro bacterial culture study, we administered ridinilazole in combination with selected other antibiotics. In this study, concomitant use of antibiotics had neither a synergistic nor an antagonistic effect on the MIC90 values of ridinilazole against the C. difficile strains tested. We believe these
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Low Propensity for Resistance. In an in vitro study, we treated C. difficile bacteria with ridinilazole and assessed the number of resistant bacteria at the end of treatment. We repeated this process multiple times, with each cycle referred to as a serial passage. We observed that use of ridinilazole resulted in a low frequency of spontaneous mutation and no resistance after 14 serial passages of treatment. We have also evaluated ridinilazole mutant prevention concentration, or MPC, a measure evaluating the ability of an antibiotic to minimize the development of resistant organisms, against C. difficile clinical isolates. In vitro results show that ridinilazole has low MPC values against these isolates, providing further evidence supporting ridinilazole’s profile for low resistance development.
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Ridinilazole Arrests Cell Division. In an in vitro study, we treated C. difficile bacteria with ridinilazole and assessed its effects on killing the bacteria. The study revealed that ridinilazole halts C. difficile cell division, characterized by a significant increase in the length of C. difficile cells and an absence of division septum formation.
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a granted U.S. patent covering the use of ridinilazole in the treatment of CDI, which is scheduled to expire in 2029;
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a corresponding granted European patent covering the use of ridinilazole in the treatment of CDI, which is scheduled to expire in 2029;
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a granted U.S. patent covering hydrates of ridinilazole, which is scheduled to expire in 2029;
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a granted European divisional patent covering hydrates of ridinilazole and pharmaceutical compositions comprising ridinilazole;
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a further granted U.S. patent covering the use of ridinilazole in the treatment of CDI, which is scheduled to expire in 2029;
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two granted U.S. patents, a granted European patent and a pending, allowed, European divisional application covering second generation agents for the treatment of CDI, which are scheduled to expire in 2031;
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a pending U.K. priority application covering polymorphs of ridinilazole; and
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a pending U.K. priority application covering processes for producing ridinilazole.
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completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s good laboratory practice, or GLP, regulations;
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submission to the FDA of an IND, which must take effect before human clinical trials may begin;
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approval by an independent institutional review board, or IRB, representing each clinical site before each clinical trial may be initiated;
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performance of adequate and well-controlled human clinical trials in accordance with current good clinical practices, or GCP, to establish the safety and efficacy of the proposed drug product for each indication;
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preparation and submission to the FDA of a new drug application, or NDA;
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review of the product candidate by an FDA advisory committee, where appropriate or if applicable;
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satisfactory completion of one or more FDA inspections of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with current Good Manufacturing Practices, or cGMP, requirements and to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity;
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satisfactory completion of FDA audits of clinical trial sites to assure compliance with GCPs and the integrity of the clinical data;
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payment of user fees and securing FDA approval of the NDA; and
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compliance with any post-approval requirements, including Risk Evaluation and Mitigation Strategies, or REMS, where applicable, and any post-approval studies required by the FDA.
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restrictions on the marketing or manufacturing of the product, suspension of the approval, complete withdrawal of the product from the market or product recalls;
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fines, warning letters or holds on post-approval clinical trials;
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refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product license approvals;
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product seizure or detention, or refusal to permit the import or export of products; or
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injunctions or the imposition of civil or criminal penalties.
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the required patent information has not been filed;
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the listed patent has expired;
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the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or
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the listed patent is invalid, unenforceable or will not be infringed by the new product.
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the applicant must complete an identified program of studies within a time period specified by the competent authority, the results of which form the basis of a reassessment of the benefit/risk profile;
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the medicinal product in question may be supplied on medical prescription only and may in certain cases be administered only under strict medical supervision, possibly in a hospital and in the case of a radiopharmaceutical, by an authorized person; and
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the package leaflet and any medical information must draw the attention of the medical practitioner to the fact that the particulars available concerning the medicinal product in question are as yet inadequate in certain specified respects.
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Compliance with the European Union’s stringent pharmacovigilance or safety reporting rules must be ensured. These rules can impose post-authorization studies and additional monitoring obligations.
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The manufacturing of authorized medicinal products, for which a separate manufacturer’s license is mandatory, must also be conducted in strict compliance with the applicable E.U. laws, regulations and guidance, including Directive 2001/83/EC, Directive 2003/94/EC, Regulation (EC) No 726/2004 and the European Commission Guidelines for Good Manufacturing Practice. These requirements include compliance with E.U. cGMP standards when manufacturing medicinal products and active pharmaceutical ingredients, including the manufacture of active pharmaceutical ingredients outside of the European Union with the intention to import the active pharmaceutical ingredients into the European Union.
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The marketing and promotion of authorized drugs, including industry-sponsored continuing medical education and advertising directed toward the prescribers of drugs and/or the general public, are strictly regulated in the European Union notably under Directive 2001/83EC, as amended, and E.U. Member State laws. Direct-to-consumer advertising of prescription medicines is prohibited across the European Union.
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the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, paying, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid;
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the federal civil and criminal false claims laws, including the civil False Claims Act, and civil monetary penalties laws, which prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false, fictitious or fraudulent
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the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal laws that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or making false statements relating to health care matters;
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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, which impose obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;
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Foreign Corrupt Practices Act, or FCPA, which prohibits companies and their intermediaries from making, or offering or promising to make improper payments to non-U.S. officials for the purpose of obtaining or retaining business or otherwise seeking favorable treatment;
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the federal false statements statute, which prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;
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the federal transparency requirements known as the federal Physician Payments Sunshine Act, under the Patient Protection and Affordable Care Act, as amended by the Health Care Education Reconciliation Act, or the Affordable Care Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies to report annually to the Centers for Medicare & Medicaid Services, or CMS, within the United States Department of Health and Human Services, information related to payments and other transfers of value made by that entity to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; and
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analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to healthcare items or services that are reimbursed by non-government third-party payors, including private insurers.
|
•
|
an annual, nondeductible fee on any entity that manufactures or imports specified branded prescription drugs and biologic agents, apportioned among these entities according to their market share in certain government healthcare programs;
|
•
|
expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to certain individuals with income at or below 133% of the federal poverty level, thereby potentially increasing a manufacturer’s Medicaid rebate liability;
|
•
|
expanded manufacturers’ rebate liability under the Medicaid Drug Rebate Program by increasing the minimum rebate for both branded and generic drugs and revising the definition of “average manufacturer price,” or AMP, for calculating and reporting Medicaid drug rebates on outpatient prescription drug prices;
|
•
|
addressed a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted or injected;
|
•
|
expanded the types of entities eligible for the 340B drug discount program;
|
•
|
established the Medicare Part D coverage gap discount program by requiring manufacturers to provide a 50% (and 70% starting January 1, 2019) point-of-sale-discount off the negotiated price of applicable brand drugs to eligible beneficiaries during their coverage gap period as a condition for the manufacturers’ outpatient drugs to be covered under Medicare Part D; and
|
•
|
a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research.
|
Name of subsidiary
|
Country of
registration
|
Activity
|
%
holding
|
Summit (Oxford) Limited
|
England and Wales
|
Research and Development
|
100%
|
Discuva Limited
|
England and Wales
|
Research and Development
|
100%
|
Summit Therapeutics Inc.
|
USA
|
Research and Development Services
|
100%
|
Summit Corporation Limited
|
England and Wales
|
Dormant
|
100%
|
Summit (Wales) Limited
|
England and Wales
|
Dormant
|
100%
|
Summit (Cambridge) Limited
|
England and Wales
|
Dormant
|
100%
|
Summit Discovery 1 Limited
|
England and Wales
|
Dormant
|
100%
|
Summit Corporation Employee Benefit Trust Company Limited
|
England and Wales
|
Dormant
|
100%
|
MuOx Limited
|
England and Wales
|
Dormant
|
100%
|
Summit Infectious Diseases Limited
|
England and Wales
|
Dormant
|
100%
|
Type/Uses
|
|
Location
|
|
Size
|
|
Lease Expiry
|
Executive office
|
|
Oxfordshire, United Kingdom
|
|
6,781 square feet
|
|
February 2027
|
Executive office
|
|
Cambridge, Massachusetts
|
|
996 square feet
|
|
Rolling
|
Laboratory and office
|
|
Cambridge, United Kingdom
|
|
8,834 square feet
|
|
December 2021
|
•
|
costs incurred in conducting our preclinical studies and clinical trials through contract research organizations, including preclinical toxicology, pharmacology, formulation and manufacturing work;
|
•
|
employee related expenses, which include salary and benefits, for our research and development staff;
|
•
|
costs associated with our former strategic alliance with the University of Oxford;
|
•
|
facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and
|
•
|
share-based compensation expense.
|
|
Eleven months ended
|
|
|
Year ended
|
|||||||
|
December 31,
|
|
December 31,
|
|
|
January 31,
|
|||||
|
2019
|
|
2019
|
|
|
2019
|
|||||
|
(in thousands)
|
||||||||||
CDI program
|
$
|
27,801
|
|
|
£
|
20,952
|
|
|
|
9,517
|
|
Antibiotic pipeline research and development costs
|
3,341
|
|
|
2,518
|
|
|
|
17,920
|
|
||
DMD program
|
333
|
|
|
251
|
|
|
|
1,918
|
|
||
Other research and development costs
|
9,925
|
|
|
7,480
|
|
|
|
9,827
|
|
||
Total
|
$
|
41,401
|
|
|
£
|
31,201
|
|
|
|
39,182
|
|
•
|
the progress, costs and results of clinical trials of ridinilazole for CDI;
|
•
|
the scope, rate of progress, costs and results of preclinical development, laboratory testing and clinical trials for our future product candidates;
|
•
|
the costs, timing and outcome of regulatory review of our product candidates;
|
•
|
the efficacy and potential advantages of our product candidates compared to alternative treatments, including any standard of care, and our ability to achieve market acceptance for any of our product candidates that receive marketing approval;
|
•
|
the costs and timing of commercialization activities, including product sales, marketing, distribution and manufacturing, for any of our product candidates that receive marketing approval and the rate we expand our physical presence; and
|
•
|
the costs and timing of preparing, filing and prosecuting patent applications, maintaining, enforcing and protecting our intellectual property rights and defending against any intellectual property-related claims.
|
•
|
an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal controls over financial reporting;
|
•
|
an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
|
•
|
reduced disclosure about our executive compensation arrangements; and
|
•
|
exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a shareholder approval of any golden parachute arrangements.
|
|
|
Period ended
|
|
Change December 2019 vs. January 2019
|
|||||||||||
|
|
December 31, 2019
|
|
January 31, 2019
|
|
Increase/(Decrease)
|
|||||||||
|
|
|
|
(Adjusted*)
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue
|
|
£
|
583
|
|
|
£
|
43,012
|
|
|
£
|
(42,429
|
)
|
|
(98.6
|
)%
|
Other operating income
|
|
15,163
|
|
|
15,156
|
|
|
7
|
|
|
—
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Research and development
|
|
(31,201
|
)
|
|
(39,182
|
)
|
|
7,981
|
|
|
20.4
|
|
|||
General and administration
|
|
(9,877
|
)
|
|
(12,328
|
)
|
|
2,451
|
|
|
19.9
|
|
|||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
(3,985
|
)
|
|
3,985
|
|
|
100.0
|
|
|||
Operating (loss) / profit
|
|
(25,332
|
)
|
|
2,673
|
|
|
(28,005
|
)
|
|
(1,047.7
|
)
|
|||
Finance income
|
|
4
|
|
|
2,788
|
|
|
(2,784
|
)
|
|
(99.9
|
)
|
|||
Finance cost
|
|
(228
|
)
|
|
(467
|
)
|
|
239
|
|
|
51.2
|
|
|||
(Loss) / profit before income tax
|
|
(25,556
|
)
|
|
4,994
|
|
|
(30,550
|
)
|
|
(611.7
|
)
|
|||
Income tax credit
|
|
3,524
|
|
|
2,496
|
|
|
1,028
|
|
|
41.2
|
|
|||
(Loss) / profit for the year
|
|
£
|
(22,032
|
)
|
|
£
|
7,490
|
|
|
(29,522
|
)
|
|
(394.2
|
)
|
|
|
Year ended January 31,
|
|
Change 2019 vs. 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|||||||||
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue
|
|
£
|
43,012
|
|
|
£
|
12,360
|
|
|
£
|
30,652
|
|
|
248.0
|
%
|
Other operating income
|
|
15,156
|
|
|
2,725
|
|
|
12,431
|
|
|
456.2
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Research and development
|
|
(39,182
|
)
|
|
(28,979
|
)
|
|
(10,203
|
)
|
|
(35.2
|
)%
|
|||
General and administration
|
|
(12,328
|
)
|
|
(11,935
|
)
|
|
(393
|
)
|
|
(3.3
|
)%
|
|||
Impairment of goodwill and intangible assets
|
|
(3,985
|
)
|
|
—
|
|
|
(3,985
|
)
|
|
100.0
|
%
|
|||
Operating profit / (loss)
|
|
2,673
|
|
|
(25,829
|
)
|
|
28,502
|
|
|
110.3
|
%
|
|||
Finance income
|
|
2,788
|
|
|
3,096
|
|
|
(308
|
)
|
|
(9.9
|
)%
|
|||
Finance cost
|
|
(467
|
)
|
|
(1,187
|
)
|
|
720
|
|
|
60.7
|
%
|
|||
Profit / (Loss) before income tax
|
|
4,994
|
|
|
(23,920
|
)
|
|
28,914
|
|
|
120.9
|
%
|
|||
Income tax credit
|
|
2,496
|
|
|
3,762
|
|
|
(1,266
|
)
|
|
(33.7
|
)%
|
|||
Profit / (Loss) for the year
|
|
£
|
7,490
|
|
|
£
|
(20,158
|
)
|
|
£
|
27,648
|
|
|
137.2
|
%
|
•
|
continue the research and development of ridinilazole, as well as our early-stage programs targeting infections caused by Enterobacteriaceae and infections caused by Neisseria gonorrhoeae;
|
•
|
seek to identify and develop additional future product candidates, including through our bacterial genetics-based Discuva Platform for the discovery and development of new mechanism antibiotics, and specifically our research activities against a group of bacteria that collectively are known as the ESKAPE pathogens;
|
•
|
seek marketing approvals for any product candidates that successfully complete clinical development;
|
•
|
ultimately establish a sales, marketing and distribution infrastructure in jurisdictions where we have retained commercialization rights and scale up external manufacturing capabilities to commercialize any product candidates for which we receive marketing approval;
|
•
|
acquire or in-license other product candidates and technology;
|
•
|
maintain, expand and protect our intellectual property portfolio;
|
•
|
hire additional clinical, regulatory and scientific personnel;
|
•
|
expand our physical presence; and
|
•
|
add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts.
|
•
|
the progress, costs and results of clinical trials of ridinilazole for CDI;
|
•
|
the number and development requirements of other future product candidates that we pursue;
|
•
|
the costs, timing and outcome of regulatory review of ridinilazole and our other product candidates we develop;
|
•
|
the costs and timing of commercialization activities, including product sales, marketing, distribution and manufacturing, for any of our product candidates that receive marketing approval;
|
•
|
subject to receipt of marketing approval, revenue received from commercial sales of ridinilazole or any other product candidates;
|
•
|
the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims;
|
•
|
our contract with BARDA and whether BARDA elects to pursue its final designated option beyond the base period and two exercised options;
|
•
|
our contract with CARB-X and whether CARB-X elects to pursue its designated options beyond the initial base stage;
|
•
|
the amounts we receive from Eurofarma under our license and commercialization agreement, including for the achievement of development, commercialization and sales milestones and for product supply transfers;
|
•
|
our ability to establish and maintain collaborations, licensing or other arrangements and the financial terms of such arrangements;
|
•
|
the extent to which we acquire or invest in other businesses, products and technologies;
|
•
|
the rate of the expansion of our physical presence;
|
•
|
the extent to which we change our physical presence; and
|
•
|
the costs of operating as a public company in the United States.
|
|
|
Eleven months ended December 31, 2019
|
|
Eleven months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net cash outflow from operating activities
|
|
$
|
(20,787
|
)
|
|
£
|
(15,667
|
)
|
|
£
|
(26,663
|
)
|
|
£
|
(14,540
|
)
|
Net cash outflow from investing activities
|
|
(349
|
)
|
|
(263
|
)
|
|
(121
|
)
|
|
(5,242
|
)
|
||||
Net cash inflow from financing activities
|
|
48,596
|
|
|
37,701
|
|
|
33,113
|
|
|
13,756
|
|
||||
Net increase / (decrease) in cash and cash equivalents
|
|
$
|
27,460
|
|
|
£
|
21,771
|
|
|
£
|
6,329
|
|
|
£
|
(6,026
|
)
|
|
|
Payments due by period
|
|||||||||||||||||
|
|
Total
|
|
Less than 1
Year
|
|
Between 1 and 3
Years
|
|
Between 3 and 5
Years
|
|
More than 5
Years
|
|||||||||
|
|
(in thousands)
|
|||||||||||||||||
Operating lease obligations
|
|
£
|
678
|
|
|
£
|
358
|
|
|
£
|
320
|
|
|
£
|
—
|
|
|
—
|
|
Name
|
|
Age
|
|
Position
|
Executive Management
|
|
|
|
|
Robert Duggan
|
|
75
|
|
Chief Executive Officer, Executive Chairman
|
Elaine Stracker
|
|
59
|
|
Interim Chief Operating Officer, Executive Director
|
Ventzislav Stefanov
|
|
52
|
|
Executive Vice President and President of Discuva, Executive Director
|
Key Employees
|
|
|
|
|
David Powell
|
|
51
|
|
Chief Scientific Officer
|
Melissa Strange
|
|
40
|
|
Vice President, Finance
|
Divya Chari
|
|
53
|
|
Head of Global Clinical Operations
|
Non-Employee Directors
|
|
|
|
|
Glyn Edwards
|
|
64
|
|
Non-Executive Director
|
Rainer Erdtmann(1)(2)(3)(4)
|
|
56
|
|
Non-Executive Director
|
Manmeet Soni (1)(2)(3)(4)
|
|
42
|
|
Non-Executive Director
|
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Member of the Remuneration Committee.
|
(3)
|
Member of the Nominating and Corporate Governance Committee.
|
(4)
|
An “independent director” as such term is defined in Rule 10A-3 under the Exchange Act.
|
Name
|
|
Salary and
Bonus /
Fees
|
|
Taxable
Benefits(1)
|
|
Pension
Benefit
|
|
Total
|
||||||||||||
Glyn Edwards (5)
|
|
£
|
|
298,393
|
|
|
£
|
|
1,857
|
|
|
£
|
|
23,151
|
|
|
£
|
|
323,401
|
|
Former Chief Executive Officer and Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
David Roblin (2)
|
|
£
|
|
294,500
|
|
|
£
|
|
—
|
|
|
£
|
|
22,809
|
|
|
£
|
|
317,309
|
|
Former Chief Operating Officer, Chief Medical Officer and President of Research & Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Daniel Elger(6)
|
|
£
|
|
277,763
|
|
|
£
|
|
—
|
|
|
£
|
|
19,732
|
|
|
£
|
|
297,495
|
|
Former Chief Commercial Officer and Senior Vice President, Research & Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Frank Armstrong (4)
|
|
£
|
|
68,750
|
|
|
£
|
|
4,809
|
|
|
|
|
—
|
|
|
£
|
|
73,559
|
|
Former Non-Executive Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leopoldo Zambeletti (4)
|
|
£
|
|
42,396
|
|
|
£
|
|
2,097
|
|
|
|
|
—
|
|
|
£
|
|
44,493
|
|
Former Non-Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valerie Andrews (3)
|
|
£
|
|
42,159
|
|
|
£
|
|
1,626
|
|
|
|
|
—
|
|
|
£
|
|
43,785
|
|
Former Non-Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
David Wurzer (4)
|
|
£
|
|
48,260
|
|
|
£
|
|
584
|
|
|
|
|
—
|
|
|
£
|
|
48,844
|
|
Former Non-Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Taxable benefits represent the value of the personal benefits granted, which include private medical insurance and life assurance for senior management and travel costs (and associated income tax and national insurance contributions which were settled on behalf of the Non-Executive Directors) for attendance at board meetings for the Non-Executive
|
(2)
|
Dr. Roblin resigned in January 2020.
|
(3)
|
Ms. Andrews stepped down from the board of directors and left our company in October 2019.
|
(4)
|
Dr. Armstrong, Mr Zambeletti and Mr. Wurzer stepped down from the board of directors and left our company in December 2019. Mr. Duggan, Dr. Stefanov, Dr. Stracker and Mr. Soni were appointed to the board of directors in December 2019 and did not receive any salary, bonus, fees or benefits for the eleven months ended December 31, 2019.
|
Name
|
|
Date of grant
|
|
At February 1, 2019
|
|
Granted
during
the
period
|
|
Exercised during the period
|
|
Lapsed or surrendered
during the
period
|
|
At December 31, 2019
|
|
Price
per
share
(£)
|
|
Date from
which
exercisable
|
|
Expiration
date
|
||||||
Glyn Edwards(2)
|
|
May 10, 2012
|
|
150,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,046
|
|
|
0.60
|
|
|
Note 1
|
|
May 10, 2022
|
Former Chief Executive Officer and Executive Director
|
|
January 31, 2013
|
|
72,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,973
|
|
|
0.20
|
|
|
Note 2
|
|
January 31, 2023
|
|
December 18, 2013
|
|
76,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,364
|
|
|
0.20
|
|
|
Note 3
|
|
December 18, 2023
|
|
|
June 23, 2016
|
|
110,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,576
|
|
|
0.01
|
|
|
Note 4
|
|
June 23, 2026
|
|
|
|
October 19, 2018
|
|
2,375,309
|
|
|
|
|
—
|
|
|
—
|
|
|
2,375,309
|
|
|
0.30
|
|
|
Note 5
|
|
October 19, 2028
|
|
|
|
March 29, 2019
|
|
—
|
|
|
3,000,000
|
|
|
—
|
|
|
—
|
|
|
3,000,000
|
|
|
0.28
|
|
|
Note 6
|
|
March 29, 2029
|
|
|
|
|
2,785,268
|
|
|
3,000,000
|
|
|
—
|
|
|
—
|
|
|
5,785,268
|
|
|
|
|
|
|
|
|
David Roblin (1)
|
|
July 15, 2014
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
0.80
|
|
|
Note 7
|
|
July 15, 2024
|
Former Chief Operating Officer, Chief Medical Officer and President of R&D
|
|
October 19, 2018
|
|
1,439,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,439,661
|
|
|
0.30
|
|
|
Note 5
|
|
October 19, 2028
|
|
March 29, 2019
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
0.28
|
|
|
Note 6
|
|
March 29, 2029
|
|
|
|
|
|
1,539,661
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
3,539,661
|
|
|
|
|
|
|
|
|
Daniel Elger(3)
|
|
October 19, 2018
|
|
423,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423,430
|
|
|
0.30
|
|
|
Note 8
|
|
October 19, 2028
|
Former Chief Commercial Officer and Senior Vice President, Research & Development
|
|
March 29, 2019
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
0.28
|
|
|
Note 6
|
|
March 29, 2029
|
|
|
|
423,430
|
|
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
1,923,430
|
|
|
|
|
|
|
|
||
Ventzislav Stefanov
Executive Vice President and President of Discuva and Executive Director
|
|
December 23, 2019
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
0.21
|
|
|
Note 9
|
|
December 23, 2029
|
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
|
|
|
|
|
||
Elaine Stracker
Interim Chief Operating Officer and Executive Director
|
|
December 23, 2019
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
0.21
|
|
|
Note 9
|
|
December 23, 2029
|
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
|
|
|
|
|
||
Manmeet Soni
Non-Executive Director
|
|
December 23, 2019
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
0.21
|
|
|
Note 9
|
|
December 23, 2029
|
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
|
|
|
|
|
Name
|
|
Date of grant
|
|
At February 1, 2019
|
|
Granted
during
the
period
|
|
Exercised
during
the
period
|
|
At December 31, 2019 (1)
|
|
Price
per
share
(£)
|
|
Date from
which
exercisable
|
|
Expiration
date
|
|||||
Frank Armstrong (2)
|
|
January 11, 2019
|
|
325,046
|
|
|
—
|
|
|
36,585
|
|
|
288,461
|
|
|
0.01
|
|
|
Note 10
|
|
December 31, 2020
|
Former Non-Executive Director
|
|
|
|
325,046
|
|
|
—
|
|
|
36,585
|
|
|
288,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Leopoldo Zambeletti (2)
|
|
January 11, 2019
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
0.01
|
|
|
Note 10
|
|
December 31, 2020
|
Former Non-Executive Director
|
|
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Valerie Andrews (1)
|
|
January 11, 2019
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
0.01
|
|
|
Note 10
|
|
December 31, 2020
|
Former Non-Executive Director
|
|
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
David Wurzer (2)
|
|
January 11, 2019
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
0.01
|
|
|
Note 10
|
|
December 31, 2020
|
Former Non-Executive Director
|
|
|
|
151,688
|
|
|
—
|
|
|
17,073
|
|
|
134,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
These options vested and became exercisable on May 10, 2015, following the satisfaction of the performance conditions relating to the share price.
|
2.
|
These deferred bonus options vested and became exercisable on July 31, 2013. These options were awarded as a bonus for the financial year ended January 31, 2013.
|
3.
|
These deferred bonus options vested and became exercisable on June 18, 2014. These options were awarded as a bonus for the financial year ended January 31, 2014.
|
4.
|
These deferred bonus options vested and became exercisable on July 21, 2016. These options were awarded as a part settlement of the bonus for the financial year ended January 31, 2016.
|
5.
|
These options were subject to achievement of performance conditions pertaining to corporate and program development milestones. These options will vest on October 19, 2021, if the performance condition is met on or before that date.
|
6.
|
These options were subject to achievement of performance conditions pertaining to corporate and program development milestones. These options will vest on March 29, 2022, if the performance condition is met on or before that date.
|
7.
|
These options vested and are exercisable.
|
8.
|
These options will vest in nine equal tranches on a quarterly basis from October 19, 2019, and will vest in full on October 19, 2021, or sooner on the happening of certain corporate events reflecting the achievement of the Group’s long-term objectives.
|
9.
|
These options will vest in four equal tranches on an annual basis from December 23, 2020.
|
10.
|
This award expires on December 31, 2020, unless this falls within a restricted trading period, in which case it is expected that the award would be exercised in the next available trading period and no later than December 31, 2021.
|
•
|
appointing, approving the compensation of, and assessing the independence, objectivity and effectiveness of our registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;
|
•
|
monitoring the integrity of our financial statements by reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
|
•
|
reviewing and monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct;
|
•
|
reviewing and monitoring the effectiveness of our internal audit function;
|
•
|
overseeing our risk assessment and risk management policies;
|
•
|
establishing policies regarding procedures for the receipt and retention of accounting related complaints and concerns;
|
•
|
meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management; and
|
•
|
reviewing and approving or ratifying any related person transactions.
|
•
|
reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our directors and executive management;
|
•
|
overseeing an evaluation of our executive management; and
|
•
|
overseeing and administering our employee share option scheme or equity incentive plans in operation from time to time.
|
•
|
identifying individuals qualified to become members of our board;
|
•
|
recommending to our board the persons to be nominated for election as directors and to each of our board’s committees;
|
•
|
overseeing a periodic evaluation of our board;
|
•
|
reviewing and making recommendations to our board with respect to our board leadership structure;
|
•
|
reviewing and making recommendations to our board with respect to management succession planning; and
|
•
|
developing and recommending to our board corporate governance principles.
|
|
|
December 31,
|
|
January 31,
|
|
January 31,
|
|||
|
|
2019
|
|
2019
|
|
2018
|
|||
By Geography
|
|
|
|
|
|
|
|||
United Kingdom
|
|
54
|
|
|
52
|
|
|
54
|
|
North America
|
|
16
|
|
|
9
|
|
|
22
|
|
Total
|
|
70
|
|
|
61
|
|
|
76
|
|
|
|
December 31,
|
|
January 31,
|
|
January 31,
|
|||
|
|
2019
|
|
2019
|
|
2018
|
|||
By Function
|
|
|
|
|
|
|
|||
Research & Development
|
|
38
|
|
|
35
|
|
|
52
|
|
General & Administrative
|
|
32
|
|
|
26
|
|
|
24
|
|
Total
|
|
70
|
|
|
61
|
|
|
76
|
|
•
|
each of the members of our board of directors;
|
•
|
each of our members of senior management; and
|
•
|
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ordinary shares.
|
|
|
Ordinary shares
beneficially owned
|
||||
Name of beneficial owner
|
|
Shares
|
|
%
|
||
Senior Management and Directors
|
|
|
|
|
||
Glyn Edwards(1)
|
|
1,313,637
|
|
|
*
|
|
David Roblin(2)
|
|
100,000
|
|
|
*
|
|
Daniel Elger (9)
|
|
—
|
|
|
—
|
|
Robert W. Duggan(3)(4)
|
|
231,048,661
|
|
|
64.89
|
%
|
Manmeet Soni
|
|
—
|
|
|
*
|
|
Elaine Stracker(5)
|
|
174,933
|
|
|
*
|
|
Ventzislav Stefanov
|
|
74,500
|
|
|
*
|
|
Rainer Erdtmann
|
|
—
|
|
|
*
|
|
All senior managers and directors as a group (8 persons)
|
|
232,786,231
|
|
|
65.22%
|
|
5% shareholders
|
|
|
|
|
||
Makham Zanganeh(6)(7)
|
|
21,045,410
|
|
|
7.56
|
%
|
Lansdowne Partners (UK) LLP(8)
|
|
21,143,500
|
|
|
6.30
|
%
|
|
|
|
|
|
*
|
Less than one percent.
|
(1)
|
Consists of (a) 409,959 ordinary shares underlying options that are exercisable as of April 1, 2020, or will become exercisable within 60 days after such date, (b) 67,870 ordinary shares underlying warrants that are exercisable from June 24, 2020 and (c) 835,808 ordinary shares. Mr. Edwards stepped down as Chief Executive Officer in April 2020 and remains a member of the board of directors as a non-executive director.
|
(2)
|
Consists of 100,000 ordinary shares underlying options that are exercisable as of April 1, 2020, or will become exercisable within 60 days after such date. Dr. Roblin left our company in January 2020.
|
(3)
|
Consists of 19,925,276 ordinary shares underlying warrants that are exercisable from June 24, 2020.
|
(4)
|
This information is based on information contained in a TR-1 Notification sent to us on January 17, 2020, by Mr. Duggan. Mr. Duggan was appointed Chief Executive Officer in April 2020 and remains the Executive Chairman of the board.
|
(5)
|
Consists of 174,933 ordinary shares underlying warrants that became exercisable on March 24, 2020.
|
(6)
|
Consists of (a) 1,224,537 ordinary shares underlying warrants that became exercisable on March 24,2020, (b) 3,156,810 ordinary shares underlying warrants that become exercisable on June 24, 2020 and (c) 21,045,410 ordinary shares.
|
(7)
|
Based solely upon a Schedule 13D filed on January 23, 2020, which sets forth beneficial ownership as of January 14, 2020, for Dr. Zanganeh, the Mahkam Zanganeh Revocable Trust (“Trust I”) and the Shaun Zanganeh Irrevocable Trust (“Trust II" and together with Trust I, the “Trusts”). Dr. Zanganeh is the sole trustee of each Trust and may be deemed to have shared voting and dispositive power over the ordinary shares.
|
(8)
|
Based solely upon a Schedule 13D/A filed on March 26, 2020, which sets forth beneficial ownership as of March 23, 2020, for Lansdowne Partners (UK) LLP and Lansdowne Developed Markets Master Fund Limited, each of which may be deemed to have shared voting and dispositive power over the ordinary shares. The address of Lansdowne Partners (UK) LLP is 15 Davies Street, London, W1K 3AG, and the address of Lansdowne Developed Markets Master Fund Limited is c/o BNP Paribas Fund Administration Services, 2 Grand Canal Plaza, Grand Canal Street, Dublin 2, Ireland.
|
(9)
|
Mr. Elger was placed on garden leave in April 2020.
|
•
|
only applies to an absolute beneficial owner of an ordinary share or ADS and any dividend paid in respect of that ordinary share where the dividend is regarded for U.K. tax purposes as that person’s own income (and not the income of some other person); and
|
•
|
(a) only addresses the principal U.K. tax consequences for an investor who holds an ordinary share or ADS as a capital asset, (b) does not address the tax consequences that may be relevant to certain special classes of investor such as a dealer, broker or trader in shares or securities and any other person who holds an ordinary share or ADS otherwise than as an investment, (c) does not address the tax consequences for a holder that is a financial institution, insurance company, collective investment scheme, pension scheme, charity or tax-exempt organization, (d) assumes that a holder is not an officer or employee of the company (nor of any related company) and has not (and is not deemed to have) acquired the ordinary share or ADS by virtue of an office or employment, and (e) assumes that a holder does not control or hold (and is not deemed to control or hold), either alone or together with one or more associated or connected persons, directly or indirectly (including through the holding of an ADS), an interest of 10% or more in the issued share capital (or in any class thereof), voting power, rights to profits or capital of the company, and is not otherwise connected with the company.
|
•
|
banks or other financial institutions;
|
•
|
insurance companies;
|
•
|
brokers, dealers or traders in securities, currencies, or notional principal contracts;
|
•
|
grantor trusts;
|
•
|
tax-exempt entities, including an “individual retirement account” or “Roth IRA” retirement plan;
|
•
|
regulated investment companies or real estate investment trusts;
|
•
|
persons that hold the ordinary shares as part of a hedge, straddle, conversion, constructive sale or similar transaction involving more than one position;
|
•
|
persons required to accelerate the recognition of any item of gross income with respect to the ADSs as a result of such income being recognized on an applicable financial statement;
|
•
|
an entity classified as a partnership and persons that hold the ordinary shares through partnerships or certain other pass-through entities;
|
•
|
holders (whether individuals, corporations or partnerships) that are treated as expatriates for some or all U.S. federal income tax purposes;
|
•
|
persons who acquired the ADSs as compensation for the performance of services;
|
•
|
persons who are resident, or ordinarily resident, in a foreign country;
|
•
|
persons holding the ADSs in connection with a trade or business conducted outside of the United States;
|
•
|
a U.S. holder who holds the ADSs through a financial account at a foreign financial institution that does not meet the requirements for avoiding withholding with respect to certain payments under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, or the Code;
|
•
|
holders that own (or are deemed to own) 10% or more of our voting shares, measured by either voting power or value; and
|
•
|
holders that have a “functional currency” other than the U.S. dollar.
|
•
|
an individual who is either a citizen or a tax resident of the United States;
|
•
|
a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.
|
Persons depositing or withdrawing shares or ADS
holders must pay:
|
|
For:
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
|
$.05 (or less) per ADS
|
|
Any cash distribution to ADS holders
|
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
|
|
$.05 (or less) per ADS per calendar year
|
|
Depositary services
|
|
|
|
Registration or transfer fees
|
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
|
Expenses of the depositary
|
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
|
|
|
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
|
As necessary
|
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
As necessary
|
|
|
Eleven Months Ended December 31,
|
|
Year Ended January 31,
|
||||
|
|
2019
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Audit Fees
|
|
£
|
262
|
|
|
£
|
219
|
|
Audit-Related Fees (1)
|
|
335
|
|
|
175
|
|
||
Tax Fees (2)
|
|
38
|
|
|
25
|
|
||
All Other Fees (3)
|
|
22
|
|
|
—
|
|
||
Total
|
|
£
|
657
|
|
|
£
|
419
|
|
(1)
|
For the eleven months ended December 31, 2019, fees relate to the review of quarterly information, services provided in relation to future SEC filings, and a qualitative assessment of IFRS to U.S. GAAP differences, in anticipation of the loss of FPI status. For the year ended January 31, 2019, audit-related fees includes assurance reporting in connection with our registration statement on Form F-3 that was filed with the U.S. Securities and Exchange Commission on May 15, 2018.
|
(2)
|
Fees relate to the aggregated fees for services rendered on tax compliance, tax advice and tax planning.
|
(3)
|
Fees relate to the supply chain workshop.
|
•
|
We do not follow Nasdaq’s quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under U.K. law. In accordance with generally accepted business practice, our articles of association provide alternative quorum requirements that are generally applicable to meetings of shareholders.
|
•
|
We do not follow Nasdaq’s requirements that non-management directors meet on a regular basis without management present. Our board of directors may choose to meet in executive session at their discretion.
|
•
|
We do not follow Nasdaq’s requirements to seek shareholder approval for the implementation of certain equity compensation plans, the issuances of ordinary shares under such plans, or in connection with certain private placements of equity securities. In accordance with U.K. law, we are not required to seek shareholder approval to allot ordinary shares in connection with applicable employee equity compensation plans. We will follow U.K. law with respect to any requirement to obtain shareholder approval prior to any private placements of equity securities, including those that may result in a change of control.
|
•
|
We do not follow Nasdaq’s requirements that the company have an audit committee of at least three members. Our audit committee is comprised of two members.
|
Exhibit No.
|
|
Description
|
|
|
|
|
Articles of Association of Summit Therapeutics plc (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
|
Specimen certificate evidencing ordinary shares of Summit Therapeutics plc (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), filed with the Securities and Exchange Commission on January 30, 2015)
|
|
|
|
|
|
Form of Deposit Agreement among Summit Therapeutics plc, The Bank of New York Mellon, as depositary, and all Owners and Holders of ADSs issued thereunder (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
|
Form of American Depositary Receipt (included in Exhibit 2.2) (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
|
Registration Rights Agreement, dated January 9, 2019, by and among Summit Therapeutics plc and Robert W. Duggan (incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on January 10, 2019)
|
|
|
|
|
|
Warrant Instrument, dated December 6, 2019 (incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
|
Warrant Agreement, dated December 6, 2019 by and between the Company and MZA (incorporated by reference to Exhibit 2.2 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
2.7*
|
|
Description of Securities Registered Under Section 12 of the Exchange Act
|
|
|
|
4.1†
|
|
Translation Award Funding Agreement, entered into as of October 19, 2012, by and between the Wellcome Trust Limited and Summit Therapeutics plc (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 27, 2015)
|
|
|
|
|
Service Agreement, effective as of January 14, 2015, by and between Cambridge Innovation Center and Summit Therapeutics Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
4.3*
|
|
2005 Enterprise Management Incentive Scheme
|
|
|
|
|
Letter of Appointment, dated November 20, 2014, by and between Summit Therapeutics Inc. and Valerie Andrews (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), filed with the Securities and Exchange Commission on January 30, 2015)
|
|
|
|
|
|
Letter of Appointment, dated November 21, 2012, by and between Summit Therapeutics plc and Frank Armstrong (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), filed with the Securities and Exchange Commission on January 30, 2015)
|
|
|
|
|
|
Letter of Appointment, dated April 16, 2014, by and between Summit Therapeutics plc and Leopoldo Zambeletti (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), filed with the Securities and Exchange Commission on January 30, 2015)
|
|
|
|
|
|
Letter of Appointment, dated February 18, 2015, by and between Summit Therapeutics plc and David Wurzer (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
|
Form of Deed of Indemnity (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
2016 Long Term Incentive Plan (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on May 12, 2016)
|
|
|
|
|
4.10†
|
|
License and Collaboration Agreement, dated October 3, 2016, by and between Summit (Oxford) Ltd. and Sarepta Therapeutics, Inc. (incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on March 30, 2017)
|
|
|
|
|
Lease, dated February 17, 2017, by and among MEPC Milton Park No. 1 Limited, MEPC Milton Park No. 2 Limited and Summit Therapeutics plc (incorporated by reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on March 30, 2017)
|
|
|
|
|
4.12†
|
|
Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
|
Amendment of Solicitation/Modification of Contract (0001), dated June 19, 2018, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA)
|
|
|
|
|
4.14+
|
|
Amendment of Solicitation/Modification of Contract (0002), dated August 14, 2018, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA)
|
|
|
|
4.15+
|
|
Amendment of Solicitation/Modification of Contract (0003), dated February 14, 2019, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA)
|
|
|
|
4.16†
|
|
License and Commercialization Agreement, dated December 18, 2017, by and between Summit (Oxford) Ltd. and Eurofarma Laboratórios S.A. (incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
4.17†
|
|
Share Purchase Agreement, dated December 23, 2017, by and among Summit Therapeutics plc and the shareholders of Discuva Limited (incorporated by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018) (1)
|
|
|
|
4.18†
|
|
Transfer Incentive Agreement, dated December 23, 2017, by and among Discuva Limited and certain of its managers (incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
|
Lease, dated December 22, 2017, by and between Merrifield Centre Ltd and Discuva Limited (incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
|
4.20†
|
|
Equity and Revenue Sharing Agreement, dated October 16, 2017, by and between Summit (Oxford) Limited and the Wellcome Trust Limited (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
|
Form of Non-Executive Director Restricted Stock Unit (RSU) Agreement (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018)
|
|
|
|
|
|
Securities Purchase Agreement, dated December 14, 2018, by and among Summit Therapeutics plc and Robert W. Duggan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 17, 2018)
|
|
|
|
|
|
Relationship Agreement, dated December 14, 2018, by and among Summit Therapeutics plc, Robert W. Duggan and Cairn Financial Advisers LLP (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 17, 2018)
|
|
|
|
|
4.24*+
|
|
Amendment of Solicitation/Modification of Contract (0004), dated June 17, 2019, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA)
|
|
|
|
|
Securities Purchase Agreement, dated December 6, 2019, by and among Summit Therapeutics plc and Robert W. Duggan (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
Placing Agreement, December 6, 2019, by and between Summit Therapeutics plc and Nplus1 Singer Advisory LLP (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
|
Deed of Termination, dated December 6, 2019, by and among Summit Therapeutics plc, Robert W. Duggan and Cairn Financial Advisers LLP (incorporated by reference to Exhibit 4.3 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
|
Consulting Agreement, dated December 6, 2019, by and between Summit Therapeutics plc and Maky Zanganeh & Associates, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on December 6, 2019)
|
|
|
|
|
4.29*
|
|
Deed of Termination of Appointment as Director, dated December 6, 2019, by and between Summit Therapeutics plc and Frank Armstrong
|
|
|
|
4.30*
|
|
Deed of Termination of Appointment as Director, dated December 6, 2019, by and between Summit Therapeutics plc and Leopoldo Zambeletti
|
|
|
|
4.31*
|
|
Deed of Termination of Appointment as Director, dated December 6, 2019, by and between Summit Therapeutics plc and David Wurzer
|
|
|
|
4.32*
|
|
Letter of Appointment, dated December 6, 2019, by and between Summit Therapeutics plc and Robert W. Duggan
|
|
|
|
4.33*
|
|
Letter of Appointment, dated December 6, 2019, by and between Summit Therapeutics plc and Manmeet Soni
|
|
|
|
4.34*
|
|
Letter of Appointment, dated December 6, 2019, by and between Summit Therapeutics plc and Elaine Stracker
|
|
|
|
4.35*
|
|
Letter of Appointment, dated December 6, 2019, by and between Summit Therapeutics plc and Ventzislav Stefanov
|
|
|
|
4.36*+
|
|
Amendment of Solicitation/Modification of Contract (0005), dated January 21, 2020, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA)
|
|
|
|
4.37*
|
|
Letter of Appointment, dated April 17, 2020, by and between Summit Therapeutics plc and Rainer Erdtmann
|
|
|
|
8.1*
|
|
Subsidiaries of Summit Therapeutics plc
|
|
|
|
12.1*
|
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
12.2*
|
|
Certification of Vice President of Finance (Principal Financial Officer) pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
13.1*
|
|
Certification of Chief Executive Officer and Vice President of Finance (Principal Financial Officer) pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
15.1*
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
SUMMIT THERAPEUTICS PLC
|
||
|
|
|
By:
|
|
/s/ Robert W. Duggan
|
Name:
Title:
|
|
Robert W. Duggan
Chief Executive Officer
|
|
|
|
|
December 31, 2019
|
|
January 31, 2019
|
|
February 1, 2018
|
|||
|
|
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|||
|
|
Note
|
|
£000
|
|
£000
|
|
£000
|
|||
ASSETS
|
|
|
|
|
|
|
|
|
|||
Non-current assets
|
|
|
|
|
|
|
|
|
|||
Goodwill
|
|
14
|
|
1,814
|
|
|
1,814
|
|
|
2,478
|
|
Intangible assets
|
|
15
|
|
9,950
|
|
|
10,604
|
|
|
14,785
|
|
Property, plant and equipment
|
|
16
|
|
1,167
|
|
|
1,540
|
|
|
2,067
|
|
|
|
|
|
12,931
|
|
|
13,958
|
|
|
19,330
|
|
Current assets
|
|
|
|
|
|
|
|
|
|||
Trade and other receivables
|
|
17
|
|
8,116
|
|
|
13,491
|
|
|
11,087
|
|
Current tax receivable
|
|
|
|
3,659
|
|
|
6,328
|
|
|
4,654
|
|
Cash and cash equivalents
|
|
|
|
48,417
|
|
|
26,858
|
|
|
20,102
|
|
|
|
|
|
60,192
|
|
|
46,677
|
|
|
35,843
|
|
Total assets
|
|
|
|
73,123
|
|
|
60,635
|
|
|
55,173
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|||
Non-current liabilities
|
|
|
|
|
|
|
|
|
|||
Deferred revenue
|
|
19
|
|
(374
|
)
|
|
(831
|
)
|
|
(27,270
|
)
|
Lease liabilities
|
|
23
|
|
(320
|
)
|
|
(647
|
)
|
|
(962
|
)
|
Financial liabilities on funding arrangements
|
|
|
|
—
|
|
|
—
|
|
|
(3,090
|
)
|
Provisions for other liabilities and charges
|
|
24
|
|
(2,050
|
)
|
|
(1,851
|
)
|
|
(1,641
|
)
|
Deferred tax liability
|
|
25
|
|
(1,560
|
)
|
|
(1,675
|
)
|
|
(2,379
|
)
|
|
|
|
|
(4,304
|
)
|
|
(5,004
|
)
|
|
(35,342
|
)
|
Current liabilities
|
|
|
|
|
|
|
|
|
|||
Trade and other payables
|
|
18
|
|
(8,020
|
)
|
|
(8,733
|
)
|
|
(8,825
|
)
|
Lease liabilities
|
|
23
|
|
(358
|
)
|
|
(358
|
)
|
|
(324
|
)
|
Deferred revenue and income
|
|
19
|
|
(1,136
|
)
|
|
(3,374
|
)
|
|
(13,834
|
)
|
Contingent consideration
|
|
20
|
|
(80
|
)
|
|
(629
|
)
|
|
—
|
|
|
|
|
|
(9,594
|
)
|
|
(13,094
|
)
|
|
(22,983
|
)
|
Total liabilities
|
|
|
|
(13,898
|
)
|
|
(18,098
|
)
|
|
(58,325
|
)
|
Net assets
|
|
|
|
59,225
|
|
|
42,537
|
|
|
(3,152
|
)
|
EQUITY
|
|
|
|
|
|
|
|
|
|||
Share capital
|
|
26
|
|
3,359
|
|
|
1,604
|
|
|
736
|
|
Share premium account
|
|
|
|
129,110
|
|
|
92,806
|
|
|
60,237
|
|
Share-based payment reserve
|
|
|
|
1,299
|
|
|
1,148
|
|
|
6,743
|
|
Merger reserve
|
|
|
|
3,027
|
|
|
3,027
|
|
|
3,027
|
|
Special reserve
|
|
|
|
19,993
|
|
|
19,993
|
|
|
19,993
|
|
Currency translation reserve
|
|
|
|
56
|
|
|
56
|
|
|
37
|
|
Accumulated losses reserve
|
|
|
|
(97,619
|
)
|
|
(76,097
|
)
|
|
(93,925
|
)
|
Total equity
|
|
|
|
59,225
|
|
|
42,537
|
|
|
(3,152
|
)
|
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|
|||
|
|
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|
|||
|
|
Note
|
|
£000
|
|
£000
|
|
£000
|
|
|||
Revenue
|
|
5
|
|
583
|
|
|
43,012
|
|
|
12,360
|
|
|
Other operating income
|
|
6
|
|
15,163
|
|
|
15,156
|
|
|
2,725
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
8
|
|
(31,201
|
)
|
|
(39,182
|
)
|
|
(28,979
|
)
|
|
General and administration
|
|
8
|
|
(9,877
|
)
|
|
(12,328
|
)
|
|
(11,935
|
)
|
|
Impairment of goodwill and intangible assets
|
|
9
|
|
—
|
|
|
(3,985
|
)
|
|
—
|
|
|
Total operating expenses
|
|
|
|
(41,078
|
)
|
|
(55,495
|
)
|
|
(40,914
|
)
|
|
Operating (loss) / profit
|
|
|
|
(25,332
|
)
|
|
2,673
|
|
|
(25,829
|
)
|
|
Finance income
|
|
11
|
|
4
|
|
|
2,788
|
|
|
3,096
|
|
|
Finance costs
|
|
11
|
|
(228
|
)
|
|
(467
|
)
|
|
(1,187
|
)
|
|
(Loss) / profit before income tax
|
|
|
|
(25,556
|
)
|
|
4,994
|
|
|
(23,920
|
)
|
|
Income tax
|
|
12
|
|
3,524
|
|
|
2,496
|
|
|
3,762
|
|
|
(Loss) / profit for the period / year
|
|
|
|
(22,032
|
)
|
|
7,490
|
|
|
(20,158
|
)
|
|
Other comprehensive income / (loss)
|
|
|
|
|
|
|
|
|
|
|||
Items that may be reclassified subsequently to profit or loss
|
|
|
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
|
|
—
|
|
|
19
|
|
|
(13
|
)
|
|
Total comprehensive (loss) / profit
|
|
|
|
(22,032
|
)
|
|
7,509
|
|
|
(20,171
|
)
|
|
Basic and diluted (loss) / earnings per ordinary share from operations
|
|
13
|
|
(13
|
)
|
p
|
9
|
|
p
|
(31
|
)
|
p
|
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|||
|
|
Note
|
|
£000
|
|
£000
|
|
£000
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
(Loss) / profit before income tax
|
|
|
|
(25,556
|
)
|
|
4,994
|
|
|
(23,920
|
)
|
|
|
|
|
(25,556
|
)
|
|
4,994
|
|
|
(23,920
|
)
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|||
Gain on remeasurement or derecognition of financial liabilities
on funding arrangements
|
|
6,21
|
|
—
|
|
|
(539
|
)
|
|
(908
|
)
|
Loss on recognition of contingent consideration payable
|
|
20
|
|
2
|
|
|
754
|
|
|
—
|
|
Finance income
|
|
11
|
|
(4
|
)
|
|
(2,788
|
)
|
|
(3,096
|
)
|
Finance costs
|
|
11
|
|
228
|
|
|
467
|
|
|
1,187
|
|
Unrealized foreign exchange loss / (gain)
|
|
|
|
544
|
|
|
(408
|
)
|
|
1,960
|
|
Depreciation
|
|
16
|
|
524
|
|
|
644
|
|
|
294
|
|
Amortization of intangible fixed assets
|
|
15
|
|
760
|
|
|
829
|
|
|
106
|
|
Loss on disposal of assets
|
|
8
|
|
10
|
|
|
43
|
|
|
40
|
|
Increase / (decrease) in provisions
|
|
24
|
|
1
|
|
|
19
|
|
|
(60
|
)
|
Impairment of goodwill and intangible assets
|
|
14,15
|
|
—
|
|
|
3,985
|
|
|
—
|
|
Share-based payment
|
|
7
|
|
661
|
|
|
4,743
|
|
|
1,607
|
|
Adjusted (loss) / profit from operations before changes in working capital
|
|
|
|
(22,830
|
)
|
|
12,743
|
|
|
(22,790
|
)
|
|
|
|
|
|
|
|
|
|
|||
Decrease / (increase) in trade and other receivables
|
|
|
|
4,662
|
|
|
(2,210
|
)
|
|
(8,946
|
)
|
(Decrease) / increase in deferred revenue
|
|
|
|
(2,696
|
)
|
|
(36,898
|
)
|
|
10,577
|
|
(Decrease) / increase in trade and other payables
|
|
|
|
(1,004
|
)
|
|
68
|
|
|
3,268
|
|
Cash used by operations
|
|
|
|
(21,868
|
)
|
|
(26,297
|
)
|
|
(17,891
|
)
|
|
|
|
|
|
|
|
|
|
|||
Contingent consideration paid
|
|
20
|
|
(549
|
)
|
|
(192
|
)
|
|
—
|
|
Taxation received
|
|
|
|
6,234
|
|
|
159
|
|
|
3,374
|
|
Research and development expenditure credit received
|
|
|
|
516
|
|
|
(333
|
)
|
|
(23
|
)
|
Net cash used by operating activities
|
|
|
|
(15,667
|
)
|
|
(26,663
|
)
|
|
(14,540
|
)
|
|
|
|
|
|
|
|
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Acquisition of subsidiaries net of cash acquired
|
|
|
|
—
|
|
|
—
|
|
|
(4,775
|
)
|
Purchase of property, plant and equipment
|
|
16
|
|
(160
|
)
|
|
(119
|
)
|
|
(360
|
)
|
Purchase of intangible assets
|
|
15
|
|
(107
|
)
|
|
(6
|
)
|
|
(119
|
)
|
Interest received
|
|
|
|
4
|
|
|
4
|
|
|
12
|
|
Net cash used by investing activities
|
|
|
|
(263
|
)
|
|
(121
|
)
|
|
(5,242
|
)
|
|
|
|
|
|
|
|
|
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from issue of share capital
|
|
|
|
38,759
|
|
|
34,648
|
|
|
14,931
|
|
Transaction costs on share capital issued
|
|
|
|
(701
|
)
|
|
(1,313
|
)
|
|
(1,428
|
)
|
Proceeds from exercise of warrants
|
|
|
|
—
|
|
|
—
|
|
|
10
|
|
Proceeds from exercise of share options
|
|
|
|
1
|
|
|
102
|
|
|
392
|
|
Repayment of lease liabilities
|
|
23
|
|
(328
|
)
|
|
(281
|
)
|
|
(128
|
)
|
Repayment of lease interest
|
|
23
|
|
(30
|
)
|
|
(43
|
)
|
|
(21
|
)
|
Net cash generated from financing activities
|
|
|
|
37,701
|
|
|
33,113
|
|
|
13,756
|
|
|
|
|
|
|
|
|
|
|
|||
Increase / (decrease) in cash and cash equivalents
|
|
|
|
21,771
|
|
|
6,329
|
|
|
(6,026
|
)
|
Effect of exchange rates on cash and cash equivalents
|
|
|
|
(212
|
)
|
|
427
|
|
|
(1,934
|
)
|
Cash and cash equivalents at beginning of the period / year
|
|
|
|
26,858
|
|
|
20,102
|
|
|
28,062
|
|
Cash and cash equivalents at end of the period / year
|
|
|
|
48,417
|
|
|
26,858
|
|
|
20,102
|
|
|
|
Share
capital
|
|
Share
premium
account
|
|
Share-
based
payment
reserve
|
|
Merger
reserve
|
|
Special
reserve
|
|
Currency
translation
reserve
|
|
Accumulated
losses
reserve
|
|
Total
Equity
|
||||||||
Group
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
||||||||
At February 1, 2019 (as previously reported)
|
|
1,604
|
|
|
92,806
|
|
|
1,148
|
|
|
3,027
|
|
|
19,993
|
|
|
56
|
|
|
(76,092
|
)
|
|
42,542
|
|
Change in accounting policy (full retrospective application (IFRS 16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
At February 1, 2019 (Adjusted*)
|
|
1,604
|
|
|
92,806
|
|
|
1,148
|
|
|
3,027
|
|
|
19,993
|
|
|
56
|
|
|
(76,097
|
)
|
|
42,537
|
|
Loss for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,032
|
)
|
|
(22,032
|
)
|
Total comprehensive loss for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,032
|
)
|
|
(22,032
|
)
|
New share capital issued
|
|
1,754
|
|
|
37,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,759
|
|
Transaction costs on share capital issued
|
|
—
|
|
|
(701
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(701
|
)
|
Warrant expense
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
Share options exercised
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Share-based payment
|
|
—
|
|
|
—
|
|
|
646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
646
|
|
Transfer
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|
—
|
|
At December 31, 2019
|
|
3,359
|
|
|
129,110
|
|
|
1,299
|
|
|
3,027
|
|
|
19,993
|
|
|
56
|
|
|
(97,619
|
)
|
|
59,225
|
|
|
|
Share
capital
|
|
Share
premium
account
|
|
Share-
based
payment
reserve
|
|
Merger
reserve
|
|
Special
reserve
|
|
Currency
translation
reserve
|
|
Accumulated
losses
reserve
|
|
Total
Equity
|
||||||||
Group
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
||||||||
At February 1, 2018
|
|
736
|
|
|
60,237
|
|
|
6,743
|
|
|
3,027
|
|
|
19,993
|
|
|
37
|
|
|
(93,957
|
)
|
|
(3,184
|
)
|
Change in accounting policy (full retrospective application (IFRS 16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
At February 1, 2018 (Adjusted*)
|
|
736
|
|
|
60,237
|
|
|
6,743
|
|
|
3,027
|
|
|
19,993
|
|
|
37
|
|
|
(93,925
|
)
|
|
(3,152
|
)
|
Profit for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,490
|
|
|
7,490
|
|
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Total comprehensive profit for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
7,490
|
|
|
7,509
|
|
New share capital issued
|
|
864
|
|
|
33,784
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,648
|
|
Transaction costs on share capital
|
|
—
|
|
|
(1,313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,313
|
)
|
Share options exercised
|
|
4
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
Share-based payment
|
|
—
|
|
|
—
|
|
|
4,743
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,743
|
|
Transfer
|
|
|
|
|
|
|
|
(10,338
|
)
|
|
|
|
|
|
|
|
|
|
|
10,338
|
|
|
—
|
|
At January 31, 2019 (Adjusted*)
|
|
1,604
|
|
|
92,806
|
|
|
1,148
|
|
|
3,027
|
|
|
19,993
|
|
|
56
|
|
|
(76,097
|
)
|
|
42,537
|
|
|
|
Share
capital
|
|
Share
premium
account
|
|
Share-
based
payment
reserve
|
|
Merger
reserve
|
|
Special
reserve
|
|
Currency
translation
reserve
|
|
Accumulated
losses
reserve
|
|
Total
Equity
|
||||||||
Group
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
||||||||
At February 1, 2017
|
|
618
|
|
|
46,420
|
|
|
5,136
|
|
|
(1,943
|
)
|
|
19,993
|
|
|
50
|
|
|
(73,767
|
)
|
|
(3,493
|
)
|
Loss for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,158
|
)
|
|
(20,158
|
)
|
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
Total comprehensive loss for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(20,158
|
)
|
|
(20,171
|
)
|
New share capital issued
|
|
84
|
|
|
14,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,931
|
|
Transaction costs on share capital
|
|
—
|
|
|
(1,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,428
|
)
|
Issue of ordinary shares as consideration for a business combination
|
|
30
|
|
|
—
|
|
|
—
|
|
|
4,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
New share capital issued from exercise of warrants
|
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
Share options exercised
|
|
3
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
Share-based payment
|
|
—
|
|
|
—
|
|
|
1,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,607
|
|
At January 31, 2018
|
|
736
|
|
|
60,237
|
|
|
6,743
|
|
|
3,027
|
|
|
19,993
|
|
|
37
|
|
|
(93,925
|
)
|
|
(3,152
|
)
|
•
|
the initial recognition of goodwill;
|
•
|
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
|
•
|
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference, and it is probable that the difference will not reverse in the foreseeable future.
|
Impact on Consolidated Statement of Financial Position
|
Original
As at January 31, 2019
|
|
Adjusted
As at January 31, 2019
|
|
Impact
|
||||||
|
£000
|
|
£000
|
|
£000
|
||||||
Non-current assets
|
|
|
|
|
|
||||||
Property, plant and equipment
|
616
|
|
|
|
1,540
|
|
|
|
924
|
|
|
Current assets
|
|
|
|
|
|
||||||
Trade and other receivables
|
13,547
|
|
|
|
13,491
|
|
|
|
(56
|
)
|
|
Non-current liabilities
|
|
|
|
|
|
||||||
Lease liabilities
|
—
|
|
|
|
(647
|
)
|
|
|
(647
|
)
|
|
Current liabilities
|
|
|
|
|
|
||||||
Trade and other payables
|
(8,865
|
)
|
|
|
(8,733
|
)
|
|
|
132
|
|
|
Lease liabilities
|
—
|
|
|
|
(358
|
)
|
|
|
(358
|
)
|
|
Equity
|
|
|
|
|
|
||||||
Accumulated losses reserve
|
(76,092
|
)
|
|
|
(76,097
|
)
|
|
|
(5
|
)
|
|
Impact on the Consolidated
|
Original
Year ended January 31, 2019
|
|
Adjusted
Year ended January 31, 2019
|
|
Impact
|
||||||
Statement of Comprehensive Income
|
£000
|
|
|
£000
|
|
|
£000
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
(39,174
|
)
|
|
|
(39,182
|
)
|
|
|
(8
|
)
|
|
General and administration
|
(12,342
|
)
|
|
|
(12,328
|
)
|
|
|
14
|
|
|
Operating profit
|
2,667
|
|
|
|
2,673
|
|
|
|
6
|
|
|
Finance costs
|
(424
|
)
|
|
|
(467
|
)
|
|
|
(43
|
)
|
|
Profit for the period
|
7,527
|
|
|
|
7,490
|
|
|
|
(37
|
)
|
|
Impact on the Consolidated
|
Original
Year ended January 31, 2019
|
|
Adjusted
Year ended January 31, 2019
|
|
Impact
|
||||||
Statement of Cash Flows
|
£000
|
|
|
£000
|
|
|
£000
|
|
|||
Profit before income tax
|
5,031
|
|
|
|
4,994
|
|
|
|
(37
|
)
|
|
Adjusted for:
|
|
|
|
|
|
||||||
Finance costs
|
424
|
|
|
|
467
|
|
|
|
43
|
|
|
Depreciation
|
309
|
|
|
|
644
|
|
|
|
335
|
|
|
Increase in trade and other receivables
|
(2,218
|
)
|
|
|
(2,210
|
)
|
|
|
8
|
|
|
Decrease in trade and other payables
|
93
|
|
|
|
68
|
|
|
|
(25
|
)
|
|
Financing activities
|
|
|
|
|
|
||||||
Repayment of lease liabilities
|
—
|
|
|
|
(281
|
)
|
|
|
(281
|
)
|
|
Repayment of lease interest
|
—
|
|
|
|
(43
|
)
|
|
|
(43
|
)
|
|
Impact on net cash flows
|
|
|
|
|
—
|
|
|
Impact on Consolidated Statement of Financial Position
|
Original
As at January 31, 2018 |
|
Adjusted
As at February 1, 2018 |
|
Impact |
|||
|
£000
|
|
£000
|
|
£000
|
|||
Non-current assets
|
|
|
|
|
|
|||
Property, plant and equipment
|
809
|
|
|
2,067
|
|
|
1,258
|
|
Current assets
|
|
|
|
|
|
|||
Trade and other receivables
|
11,134
|
|
|
11,087
|
|
|
(47
|
)
|
Non-current liabilities
|
|
|
|
|
|
|||
Lease liabilities
|
—
|
|
|
(962
|
)
|
|
(962
|
)
|
Current liabilities
|
|
|
|
|
|
|||
Trade and other payables
|
(8,932
|
)
|
|
(8,825
|
)
|
|
107
|
|
Lease liabilities
|
—
|
|
|
(324
|
)
|
|
(324
|
)
|
Equity
|
|
|
|
|
|
|||
Accumulated losses reserve
|
(93,957
|
)
|
|
(93,925
|
)
|
|
32
|
|
Impact on the Consolidated
|
Original
Year ended January 31, 2018 |
|
Adjusted
Year ended January 31, 2018 |
|
Impact |
|||
Statement of Comprehensive Income
|
£000
|
|
£000
|
|
£000
|
|||
Operating expenses
|
|
|
|
|
|
|||
Research and development
|
(28,970
|
)
|
|
(28,979
|
)
|
|
(9
|
)
|
General and administration
|
(11,999
|
)
|
|
(11,935
|
)
|
|
64
|
|
Operating loss
|
(25,884
|
)
|
|
(25,829
|
)
|
|
55
|
|
Finance costs
|
(1,164
|
)
|
|
(1,187
|
)
|
|
(23
|
)
|
Loss for the period
|
(20,190
|
)
|
|
(20,158
|
)
|
|
32
|
|
Impact on the Consolidated
|
Original
Year ended January 31, 2018 |
|
Adjusted
Year ended January 31, 2018 |
|
Impact |
|||
Statement of Cash Flows
|
£000
|
|
£000
|
|
£000
|
|||
Loss before income tax
|
(23,952
|
)
|
|
(23,920
|
)
|
|
32
|
|
Adjusted for:
|
|
|
|
|
|
|||
Finance costs
|
1,164
|
|
|
1,187
|
|
|
23
|
|
Depreciation
|
140
|
|
|
294
|
|
|
154
|
|
Increase in trade and other receivables
|
(8,993
|
)
|
|
(8,946
|
)
|
|
47
|
|
Increase in trade and other payables
|
3,375
|
|
|
3,268
|
|
|
(107
|
)
|
Financing activities
|
|
|
|
|
|
|||
Repayment of lease liabilities
|
—
|
|
|
(128
|
)
|
|
(128
|
)
|
Repayment of lease interest
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
Impact on net cash flows
|
|
|
|
|
—
|
|
International Accounting Standards (IAS/IFRS)
|
|
Effective Date
|
Amendments to IFRS 9 Financial Instruments, Prepayment Features with Negative Compensation
|
|
January 1, 2019
|
Amendments to IAS 19 Employee Benefits, Plan amendments, curtailments or settlements
|
|
January 1, 2019
|
Amendments resulting from Annual Improvements 2015–2017 Cycle
|
|
January 1, 2019
|
IFRIC 23 Uncertainty over Income Tax Treatments
|
|
January 1, 2019
|
International Accounting Standards (IAS/IFRS)
|
|
Effective Date
|
Amendments to References to the Conceptual Framework in IFRS Standards
|
|
January 1, 2020
|
Amendments to IFRS 3 Business Combinations, Definition of a Business
|
|
January 1, 2020
|
Amendments to IAS 1 and IAS 8, Definition of Material
|
|
January 1, 2020
|
Amendments to IFRS 9, IAS 39 and IFRS 7, Interest Rate Benchmark Reform
|
|
January 1, 2020
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
|
|
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Analysis of revenue by category:
|
|
|
|
|
|
|
|||
Licensing agreements
|
|
583
|
|
|
42,766
|
|
|
12,050
|
|
Research collaboration agreement
|
|
—
|
|
|
246
|
|
|
310
|
|
|
|
583
|
|
|
43,012
|
|
|
12,360
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
|
|
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Analysis of revenue by geography:
|
|
|
|
|
|
|
|||
United States
|
|
126
|
|
|
42,267
|
|
|
12,008
|
|
Latin America
|
|
457
|
|
|
499
|
|
|
42
|
|
Europe
|
|
—
|
|
|
246
|
|
|
310
|
|
|
|
583
|
|
|
43,012
|
|
|
12,360
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Analysis of other operating income by category:
|
|
|
|
|
|
|
|||
Income recognized in respect of BARDA
|
|
13,864
|
|
|
13,091
|
|
|
1,772
|
|
Grant income
|
|
650
|
|
|
1,187
|
|
|
13
|
|
Income on remeasurement or derecognition of financial liabilities on funding arrangements (Note 21)
|
|
—
|
|
|
539
|
|
|
908
|
|
Research and development credit
|
|
649
|
|
|
333
|
|
|
23
|
|
Other income
|
|
—
|
|
|
6
|
|
|
9
|
|
|
|
15,163
|
|
|
15,156
|
|
|
2,725
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
Technical, research and development
|
|
36
|
|
|
45
|
|
|
34
|
|
Corporate and administration
|
|
29
|
|
|
29
|
|
|
26
|
|
|
|
65
|
|
|
74
|
|
|
60
|
|
|
|
Eleven months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Wages and salaries
|
|
6,304
|
|
|
8,268
|
|
|
7,493
|
|
Social security costs
|
|
758
|
|
|
844
|
|
|
643
|
|
Other pension costs
|
|
396
|
|
|
390
|
|
|
350
|
|
Share-based payment
|
|
646
|
|
|
4,743
|
|
|
1,607
|
|
|
|
8,104
|
|
|
14,245
|
|
|
10,093
|
|
|
|
Eleven months ended December 31, 2019
|
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
||
|
|
£000
|
|
£000
|
|
£000
|
|||
Short-term employee benefits
|
|
|
|
|
|
|
|||
Wages and salaries
|
|
871
|
|
|
1,406
|
|
|
1,520
|
|
Social security costs
|
|
40
|
|
|
168
|
|
|
162
|
|
|
|
911
|
|
|
1,574
|
|
|
1,682
|
|
Post-employment benefits
|
|
|
|
|
|
|
|||
Amounts paid in lieu of employer pension contributions
|
|
46
|
|
|
43
|
|
|
32
|
|
Other pension costs
|
|
20
|
|
|
11
|
|
|
14
|
|
|
|
66
|
|
|
54
|
|
|
46
|
|
Share-based payment
|
|
337
|
|
|
3,177
|
|
|
705
|
|
Total remuneration
|
|
1,314
|
|
|
4,805
|
|
|
2,433
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Research and development
|
|
|
|
|
|
|
|||
Employee benefit expense
|
|
4,718
|
|
|
6,264
|
|
|
5,616
|
|
Share-based payment expense
|
|
283
|
|
|
1,091
|
|
|
327
|
|
Program related costs
|
|
24,288
|
|
|
29,868
|
|
|
21,810
|
|
Amortization of intangible assets
|
|
760
|
|
|
829
|
|
|
105
|
|
Depreciation of property, plant and equipment
|
|
272
|
|
|
297
|
|
|
141
|
|
Other research and development costs
|
|
880
|
|
|
833
|
|
|
980
|
|
|
|
31,201
|
|
|
39,182
|
|
|
28,979
|
|
General and administration
|
|
|
|
|
|
|
|||
Employee benefit expense
|
|
2,741
|
|
|
3,238
|
|
|
2,870
|
|
Share-based payment expense
|
|
363
|
|
|
3,652
|
|
|
1,280
|
|
Foreign exchange loss / (gain)
|
|
1,037
|
|
|
(491
|
)
|
|
1,986
|
|
Depreciation of property, plant and equipment
|
|
252
|
|
|
347
|
|
|
151
|
|
Loss on disposal of assets
|
|
10
|
|
|
43
|
|
|
40
|
|
Other general and administration costs
|
|
5,473
|
|
|
4,766
|
|
|
5,539
|
|
Loss on contingent consideration
|
|
—
|
|
|
754
|
|
|
—
|
|
Royalty expense
|
|
1
|
|
|
19
|
|
|
69
|
|
|
|
9,877
|
|
|
12,328
|
|
|
11,935
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Fees payable to the auditors and its associates for the audit of the Company and Consolidated Financial Statements
|
|
137
|
|
|
100
|
|
|
132
|
|
Fees payable to the auditors and its associates for other services:
|
|
|
|
|
|
|
|||
- Audit of the Company’s subsidiaries(1)
|
|
125
|
|
|
119
|
|
|
209
|
|
- Audit related assurance services(2)
|
|
161
|
|
|
60
|
|
|
—
|
|
- Other assurance services(3)
|
|
174
|
|
|
115
|
|
|
118
|
|
- Tax compliance and advisory services
|
|
38
|
|
|
25
|
|
|
23
|
|
- Other services not covered by the above
|
|
22
|
|
|
—
|
|
|
—
|
|
Total fees payable
|
|
657
|
|
|
419
|
|
|
482
|
|
(1)
|
For the year ended January 31, 2018, fees payable for the Consolidated Financial Statements and fees payable for the Company's subsidiaries include audit services relating to the initial audit and business combination accounting for Discuva Limited. These were non-recurring fees.
|
(2)
|
Fees relate to the review of the quarterly information.
|
(3)
|
For the eleven months ended December 31, 2019, other assurance services include services provided to future SEC filings and qualitative assessment of IFRS to U.S. GAAP differences, in anticipation of the loss of FPI status. For the year ended January 31, 2019, other assurance services includes reporting in connection with the Company’s registration statement on Form F-3 that was filed with the SEC on May 15, 2018. For the year ended January 31, 2018, other assurance services includes reporting in connection with the Company's underwritten public offering completed on September 18, 2017. These amounts were recognized directly in share premium.
|
|
Note
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|||
|
|
|
£000
|
|
£000
|
|
£000
|
|||
Finance income
|
|
|
|
|
|
|
|
|||
Remeasurement or derecognition of financial liabilities on funding arrangements
|
|
|
—
|
|
|
2,784
|
|
|
3,085
|
|
Interest income on deposits
|
|
|
4
|
|
|
4
|
|
|
11
|
|
Finance income
|
|
|
4
|
|
|
2,788
|
|
|
3,096
|
|
|
|
|
|
|
|
|
|
|||
Finance costs
|
|
|
|
|
|
|
|
|||
Unwinding of discount factor
|
22
|
|
(198
|
)
|
|
(424
|
)
|
|
(754
|
)
|
Lease liability interest
|
23
|
|
(30
|
)
|
|
(43
|
)
|
|
(23
|
)
|
Remeasurement of financial liabilities on funding arrangements
|
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
Finance costs
|
|
|
(228
|
)
|
|
(467
|
)
|
|
(1,187
|
)
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
Analysis of credit in the period
|
|
|
|
|
|
|
|||
Current tax:
|
|
|
|
|
|
|
|||
Current tax income
|
|
3,523
|
|
|
1,286
|
|
|
3,767
|
|
Adjustments in respect of prior years
|
|
(114
|
)
|
|
506
|
|
|
(5
|
)
|
Total current tax
|
|
3,409
|
|
|
1,792
|
|
|
3,762
|
|
Total deferred tax
|
|
115
|
|
|
704
|
|
|
—
|
|
Total tax
|
|
3,524
|
|
|
2,496
|
|
|
3,762
|
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
|||
|
|
|
|
(Adjusted*)
|
|
(Adjusted*)
|
|||
|
|
£000
|
|
£000
|
|
£000
|
|||
(Loss) / profit before tax
|
|
(25,556
|
)
|
|
4,994
|
|
|
(23,920
|
)
|
(Loss) / profit multiplied by the standard rate of corporation tax in the United Kingdom (Current tax) 19% (2019: 19%)
|
|
(4,856
|
)
|
|
949
|
|
|
(4,585
|
)
|
Adjustment on adoption of IFRS 15
|
|
—
|
|
|
(2,481
|
)
|
|
2,504
|
|
Adjustment on adoption of IFRS 16
|
|
(1
|
)
|
|
7
|
|
|
(7
|
)
|
Change in unrecognized tax losses
|
|
2,449
|
|
|
820
|
|
|
751
|
|
Non-deductible expenses
|
|
343
|
|
|
1,797
|
|
|
402
|
|
Tax relief for qualifying research and development expenditure
|
|
(1,494
|
)
|
|
(2,656
|
)
|
|
(3,043
|
)
|
Prior year adjustments
|
|
114
|
|
|
(506
|
)
|
|
5
|
|
Share options exercised
|
|
—
|
|
|
(15
|
)
|
|
(40
|
)
|
Overseas profits taxed at different rates
|
|
36
|
|
|
292
|
|
|
251
|
|
Release of temporary difference relating to intangible assets
|
|
(115
|
)
|
|
(703
|
)
|
|
—
|
|
Total tax
|
|
(3,524
|
)
|
|
(2,496
|
)
|
|
(3,762
|
)
|
|
Eleven month period ended December 31, 2019
|
|
Year ended January 31, 2019
|
|
Year ended January 31, 2018
|
||||||
|
|
|
(Adjusted*)
|
|
|
||||||
|
000
|
|
000
|
|
000
|
||||||
(Loss) / profit for the period / year
|
£
|
(22,032
|
)
|
|
£
|
7,490
|
|
|
£
|
(20,158
|
)
|
|
|
|
|
|
|
|
|||||
Weighted average number of ordinary shares for basic earnings / (loss) earnings per share
|
164,145
|
|
|
85,702
|
|
|
65,434
|
|
|||
Effect of dilutive potential ordinary shares (share options and warrants)
|
—
|
|
|
442
|
|
|
—
|
|
|||
Weighted average number of ordinary shares for diluted earnings per share
|
164,145
|
|
|
86,144
|
|
|
65,434
|
|
|||
|
|
|
|
|
|
||||||
Basic (loss) / earnings per ordinary share from operations £
|
(0.13
|
)
|
|
0.09
|
|
|
(0.31
|
)
|
|||
Diluted (loss) / earnings per ordinary share from operations £
|
(0.13
|
)
|
|
0.09
|
|
|
(0.31
|
)
|
|
Discuva Limited £000
|
|
MuOx Limited
£000
|
|
Total
£000
|
|||
Cost
|
|
|
|
|
|
|||
At February 1, 2019
|
1,814
|
|
|
664
|
|
|
2,478
|
|
At December 31, 2019
|
1,814
|
|
|
664
|
|
|
2,478
|
|
Accumulated impairment
|
|
|
|
|
|
|||
At February 1, 2019
|
—
|
|
|
(664
|
)
|
|
(664
|
)
|
At December 31, 2019
|
—
|
|
|
(664
|
)
|
|
(664
|
)
|
Net book amount
|
|
|
|
|
|
|||
At February 1, 2019
|
1,814
|
|
|
—
|
|
|
1,814
|
|
At December 31, 2019
|
1,814
|
|
|
—
|
|
|
1,814
|
|
|
Discuva Limited £000
|
|
MuOx Limited
£000
|
|
Total
£000
|
|||
Cost
|
|
|
|
|
|
|||
At February 1, 2018
|
1,814
|
|
|
664
|
|
|
2,478
|
|
At January 31, 2019
|
1,814
|
|
|
664
|
|
|
2,478
|
|
Accumulated impairment
|
|
|
|
|
|
|||
At February 1, 2018
|
—
|
|
|
—
|
|
|
—
|
|
Impairment
|
—
|
|
|
(664
|
)
|
|
(664
|
)
|
At January 31, 2019
|
—
|
|
|
(664
|
)
|
|
(664
|
)
|
Net book amount
|
|
|
|
|
|
|||
At February 1, 2018
|
1,814
|
|
|
664
|
|
|
2,478
|
|
At January 31, 2019
|
1,814
|
|
|
—
|
|
|
1,814
|
|
|
|
Utrophin
program acquired £000 |
|
Discuva Platform acquired
£000 |
|
Option over non-financial assets
£000 |
|
Other
patents and licenses £000 |
|
Total
£000 |
|||||
Cost
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2019
|
|
3,321
|
|
|
10,670
|
|
|
668
|
|
|
222
|
|
|
14,881
|
|
Additions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
At December 31, 2019
|
|
3,321
|
|
|
10,670
|
|
|
668
|
|
|
328
|
|
|
14,987
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2019
|
|
(3,321
|
)
|
|
(818
|
)
|
|
(49
|
)
|
|
(89
|
)
|
|
(4,277
|
)
|
Charge for the period
|
|
—
|
|
|
(677
|
)
|
|
(45
|
)
|
|
(38
|
)
|
|
(760
|
)
|
At December 31, 2019
|
|
(3,321
|
)
|
|
(1,495
|
)
|
|
(94
|
)
|
|
(127
|
)
|
|
(5,037
|
)
|
Net book amount
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2019
|
|
—
|
|
|
9,852
|
|
|
619
|
|
|
133
|
|
|
10,604
|
|
At December 31, 2019
|
|
—
|
|
|
9,175
|
|
|
574
|
|
|
201
|
|
|
9,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Utrophin
program acquired £000 |
|
Discuva Platform acquired
£000 |
|
Option over non-financial assets
£000 |
|
Other
patents and licenses £000 |
|
Total
£000 |
|||||
Cost
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2018
|
|
3,321
|
|
|
10,670
|
|
|
668
|
|
|
265
|
|
|
14,924
|
|
Additions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
At January 31, 2019
|
|
3,321
|
|
|
10,670
|
|
|
668
|
|
|
222
|
|
|
14,881
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2018
|
|
—
|
|
|
(79
|
)
|
|
(4
|
)
|
|
(56
|
)
|
|
(139
|
)
|
Charge for the year
|
|
—
|
|
|
(739
|
)
|
|
(45
|
)
|
|
(45
|
)
|
|
(829
|
)
|
Impairment
|
|
(3,321
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,321
|
)
|
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
At January 31, 2019
|
|
(3,321
|
)
|
|
(818
|
)
|
|
(49
|
)
|
|
(89
|
)
|
|
(4,277
|
)
|
Net book amount
|
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2018
|
|
3,321
|
|
|
10,591
|
|
|
664
|
|
|
209
|
|
|
14,785
|
|
At January 31, 2019
|
|
—
|
|
|
9,852
|
|
|
619
|
|
|
133
|
|
|
10,604
|
|
•
|
there has been any significant change in the results of the Investee Company compared to budget plan or milestone;
|
•
|
there have been any changes in expectation that technical milestones will be achieved;
|
•
|
there has been any significant change in the market for the Investee Company or its products or potential products;
|
•
|
there has been any significant change in the global economy or the economic environment in which the Investee Company operates;
|
•
|
there has been any significant change in the observable performance of comparable companies, or in the valuations implied by the overall market;
|
•
|
any internal matters such as fraud, commercial disputes, litigation, changes in management or strategy; and
|
•
|
evidence from external transactions in the investee’s equity, either by the investee (such as a fresh issue of equity), or by transfers of equity instruments between third parties.
|
•
|
research and development milestones achieved; and
|
•
|
external transactions achieved.
|
Cost
|
Leasehold
improvements
£000
|
|
Right
of use assets
£000
|
|
Laboratory
equipment
£000
|
|
Office and IT
equipment
£000
|
|
Total
£000
|
|||||
At February 1, 2019
|
189
|
|
|
1,561
|
|
|
339
|
|
|
496
|
|
|
2,585
|
|
Additions
|
—
|
|
|
—
|
|
|
155
|
|
|
5
|
|
|
160
|
|
Disposals
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(6
|
)
|
|
(16
|
)
|
Revaluation
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
At December 31, 2019
|
189
|
|
|
1,561
|
|
|
484
|
|
|
496
|
|
|
2,730
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2019
|
(36
|
)
|
|
(515
|
)
|
|
(171
|
)
|
|
(323
|
)
|
|
(1,045
|
)
|
Charge for the period
|
(65
|
)
|
|
(272
|
)
|
|
(101
|
)
|
|
(86
|
)
|
|
(524
|
)
|
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
At December 31, 2019
|
(101
|
)
|
|
(787
|
)
|
|
(272
|
)
|
|
(403
|
)
|
|
(1,563
|
)
|
Net book value
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2019
|
153
|
|
|
1,046
|
|
|
168
|
|
|
173
|
|
|
1,540
|
|
At December 31, 2019
|
88
|
|
|
774
|
|
|
212
|
|
|
93
|
|
|
1,167
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Cost (As adjusted*)
|
Leasehold
improvements
£000
|
|
Right
of use assets
£000
|
|
Laboratory
equipment
£000
|
|
Office and IT
equipment
£000
|
|
Total
£000
|
|||||
At February 1, 2018
|
189
|
|
|
1,561
|
|
|
299
|
|
|
486
|
|
|
2,535
|
|
Additions
|
—
|
|
|
—
|
|
|
62
|
|
|
57
|
|
|
119
|
|
Disposals
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(52
|
)
|
|
(74
|
)
|
Revaluation
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
At January 31, 2019
|
189
|
|
|
1,561
|
|
|
339
|
|
|
496
|
|
|
2,585
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2018
|
(2
|
)
|
|
(180
|
)
|
|
(36
|
)
|
|
(249
|
)
|
|
(467
|
)
|
Charge for the year
|
(34
|
)
|
|
(335
|
)
|
|
(156
|
)
|
|
(119
|
)
|
|
(644
|
)
|
Disposals
|
—
|
|
|
—
|
|
|
21
|
|
|
47
|
|
|
68
|
|
Revaluation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
At January 31, 2019
|
(36
|
)
|
|
(515
|
)
|
|
(171
|
)
|
|
(323
|
)
|
|
(1,045
|
)
|
Net book value
|
|
|
|
|
|
|
|
|
|
|||||
At February 1, 2018
|
187
|
|
|
1,380
|
|
|
263
|
|
|
237
|
|
|
2,067
|
|
At January 31, 2019
|
153
|
|
|
1,046
|
|
|
168
|
|
|
173
|
|
|
1,540
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
|
|
|
(Adjusted*)
|
||
Trade receivables
|
410
|
|
|
1,656
|
|
Other receivables
|
905
|
|
|
3,791
|
|
Prepayments
|
6,645
|
|
|
7,433
|
|
Accrued income
|
156
|
|
|
611
|
|
|
8,116
|
|
|
13,491
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
|
|
(Adjusted*)
|
||
|
£000
|
|
£000
|
||
Trade payables
|
3,389
|
|
|
4,422
|
|
Other taxes and social security
|
245
|
|
|
190
|
|
Accruals
|
4,353
|
|
|
3,963
|
|
Other creditors
|
33
|
|
|
158
|
|
|
8,020
|
|
|
8,733
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
Due within one year
|
|
|
|
||
Deferred revenue
|
499
|
|
|
499
|
|
Deferred other operating income
|
637
|
|
|
2,875
|
|
|
1,136
|
|
|
3,374
|
|
Due more than one year
|
|
|
|
||
Deferred revenue
|
374
|
|
|
831
|
|
|
374
|
|
|
831
|
|
|
|
|
|
||
Total deferred revenue
|
873
|
|
|
1,330
|
|
Total deferred other operating income
|
637
|
|
|
2,875
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
At February 1
|
—
|
|
|
3,090
|
|
Unwinding of discount factor
|
—
|
|
|
233
|
|
Remeasurement of financial liabilities on funding arrangements -
(finance income) / finance cost |
—
|
|
|
(2,784
|
)
|
Net finance income on funding arrangements accounting for as financial liabilities
|
—
|
|
|
(2,551
|
)
|
Remeasurement or derecognition of financial liabilities – other operating income
|
—
|
|
|
(539
|
)
|
At December 31/January 31
|
—
|
|
|
—
|
|
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
|
|
|
|
(Adjusted*)
|
||
|
Note
|
|
£000
|
|
£000
|
||
Financial assets at amortized cost
|
|
|
|
|
|
||
Trade and other receivables(1)
|
17
|
|
1,315
|
|
|
5,447
|
|
Cash and cash equivalents
|
|
|
48,417
|
|
|
26,858
|
|
|
|
|
49,732
|
|
|
32,305
|
|
Financial liabilities measured at amortized cost
|
|
|
|
|
|
||
Trade and other payables
|
18
|
|
8,020
|
|
|
8,733
|
|
|
|
|
8,020
|
|
|
8,733
|
|
Financial liabilities measured at fair value through profit and loss
|
|
|
|
|
|
||
Contingent consideration
|
20
|
|
80
|
|
|
629
|
|
(1)
|
Prepayments and accrued income have been excluded as they are not considered to be a financial instrument.
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
Cash at bank and in hand
|
|
|
|
||
Pounds Sterling
|
4,162
|
|
|
3,363
|
|
Euro
|
4
|
|
|
—
|
|
U.S. Dollar
|
44,251
|
|
|
23,495
|
|
|
48,417
|
|
|
26,858
|
|
|
Profit or loss and equity
|
||||
Strengthening
|
|
Weakening
|
|||
£000
|
|
£000
|
|||
December 31, 2019
|
|
|
|
||
USD (5%)
|
(2,107
|
)
|
|
2,329
|
|
January 31, 2019
|
|
|
|
||
USD (5%)
|
(1,119
|
)
|
|
1,237
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
On current account
|
48,417
|
|
|
26,858
|
|
|
48,417
|
|
|
26,858
|
|
Eleven Months ended December 31, 2019
|
(1)%
|
|
Actual
|
|
1%
|
|||
Interest rate
|
—
|
|
|
0.02
|
|
|
1.02
|
|
Interest received (£000)
|
—
|
|
|
4
|
|
|
239
|
|
Year ended January 31, 2019
|
(1)%
|
|
Actual
|
|
1%
|
|||
Interest rate
|
—
|
|
|
0.02
|
|
|
1.02
|
|
Interest received (£000)
|
—
|
|
|
4
|
|
|
239
|
|
•
|
In February 2017, the Group entered into a 10-year lease agreement for its office premises in Oxford, U.K. The lease contains a break clause with the option to terminate the lease on the fifth anniversary of the agreement. The Group does not factor in the period covered by the break clause when accounting for this lease.
|
•
|
In December 2017, the Group entered into a 4-year lease agreement for its office and lab premises in Cambridge, U.K. The lease contains a break clause with the option to terminate the lease on the second anniversary of the agreement. The Group factors in the period covered by the break clause when accounting for this lease, as the break clause notice period has now passed and was not exercised by the Group.
|
|
|
December 31, 2019
|
|
January 31, 2019
|
|
January 31, 2018
|
|||
Maturity of lease liabilities
|
|
£000
|
|
£000
|
|
£000
|
|||
Fiscal year ended December 31/January 31,
|
|
|
|
|
|
|
|||
2019
|
|
N/A
|
|
|
N/A
|
|
|
324
|
|
2019 / 2020
|
|
—
|
|
|
358
|
|
|
358
|
|
2020 / 2021
|
|
358
|
|
|
358
|
|
|
358
|
|
2021 / 2022
|
|
294
|
|
|
294
|
|
|
294
|
|
2022
|
|
55
|
|
|
55
|
|
|
55
|
|
Total minimum lease payments
|
|
707
|
|
|
1,065
|
|
|
1,389
|
|
Less: imputed interest
|
|
(29
|
)
|
|
(60
|
)
|
|
(103
|
)
|
Total lease liabilities
|
|
678
|
|
|
1,005
|
|
|
1,286
|
|
|
|
|
|
|
|
|
|||
Liabilities
|
|
|
|
|
|
|
|||
Current lease liabilities
|
|
358
|
|
|
358
|
|
|
324
|
|
Non-current lease liabilities
|
|
320
|
|
|
647
|
|
|
962
|
|
|
|
678
|
|
|
1,005
|
|
|
1,286
|
|
|
|
Eleven months ended December 31, 2019
|
|
Year ended January 31, 2019
|
||
|
|
£000
|
|
£000
|
||
Lease cost
|
|
|
|
|
||
Depreciation
|
|
320
|
|
|
335
|
|
Interest expense paid
|
|
30
|
|
|
43
|
|
Total lease cost
|
|
350
|
|
|
378
|
|
|
|
|
|
|
||
Other information
|
|
|
|
|
||
Lease payments
|
|
358
|
|
|
324
|
|
|
Assumed contingent liabilities £000
|
|
Dilapidations £000
|
|
Royalties £000
|
|
Total
£000 |
||||
At February 1, 2019
|
1,657
|
|
|
150
|
|
|
44
|
|
|
1,851
|
|
Additions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Unwinding of the discount factor
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
At December 31, 2019
|
1,855
|
|
|
150
|
|
|
45
|
|
|
2,050
|
|
|
Assumed contingent liabilities £000
|
|
Dilapidations £000
|
|
Royalties £000
|
|
Total
£000 |
||||
At February 1, 2018
|
1,466
|
|
|
150
|
|
|
25
|
|
|
1,641
|
|
Additions
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
Unwinding of the discount factor
|
191
|
|
|
—
|
|
|
—
|
|
|
191
|
|
At January 31, 2019
|
1,657
|
|
|
150
|
|
|
44
|
|
|
1,851
|
|
|
December 31, 2019
|
|
|
£000
|
|
Estimated assumed contingent liabilities
|
1855
|
|
1% lower discount rate
|
1,927
|
|
1% higher discount rate
|
1,791
|
|
10% lower probability of success
|
1,635
|
|
10% higher probability of success
|
2,057
|
|
|
Eleven Months ended December 31, 2019
|
|
Year ended January 31, 2019
|
||
|
£000
|
|
£000
|
||
Amounts falling due after more than one year
|
|
|
|
||
At February 1
|
1,675
|
|
|
2,379
|
|
Release of temporary difference relating to the intangible asset
|
(115
|
)
|
|
(704
|
)
|
At December 31 / January 31
|
1,560
|
|
|
1,675
|
|
|
December 31, 2019
|
|
January 31, 2019
|
||
|
£000
|
|
£000
|
||
Allotted, called up and fully paid
|
|
|
|
||
335,890,281 (January 31, 2019: 160,389,881) Ordinary Shares of 1p each
|
3,359
|
|
|
1,604
|
|
|
Number of shares
|
|
Total nominal value £000
|
|
Total share premium £000
|
|
Total consideration £000
|
|||
At February 1, 2018 (1)
|
73,563,624
|
|
736
|
|
|
60,237
|
|
|
60,973
|
|
New share capital issued (net of transaction costs)
|
86,458,333
|
|
864
|
|
|
32,471
|
|
|
33,335
|
|
Share options exercised
|
367,924
|
|
4
|
|
|
98
|
|
|
102
|
|
At January 31, 2019
|
160,389,881
|
|
1,604
|
|
|
92,806
|
|
|
94,410
|
|
|
|
|
|
|
|
|
|
|||
At February 1, 2019
|
160,389,881
|
|
1,604
|
|
|
92,806
|
|
|
94,410
|
|
New share capital issued (net of transaction costs)
|
175,378,450
|
|
1,754
|
|
|
36,304
|
|
|
38,058
|
|
Share options exercised
|
121,950
|
|
1
|
|
|
—
|
|
|
1
|
|
At December 31, 2019
|
335,890,281
|
|
3,359
|
|
|
129,110
|
|
|
132,469
|
|
Date
|
Number of
restricted stock units exercised
|
|
April 23, 2019
|
104,877
|
|
December 23, 2019
|
17,073
|
|
|
121,950
|
|
Date of grant
|
|
Exercise
price (£)
|
|
Number of
shares
|
|
Date from which
exercisable
|
|
Expiry date
|
||
Approved EMI scheme
|
|
|
|
|
|
|
|
|
||
April 7, 2011
|
|
0.65
|
|
|
5,873
|
|
|
April 8, 2014
|
|
April 7, 2021
|
May 10, 2012
|
|
0.60
|
|
|
150,046
|
|
|
May 10, 2014
|
|
May 10, 2022
|
December 24, 2012
|
|
0.85
|
|
|
21,500
|
|
|
December 24, 2015
|
|
December 24, 2022
|
January 31, 2013
|
|
0.20
|
|
|
72,973
|
|
|
July 31, 2013
|
|
January 31, 2023
|
|
|
|
|
250,392
|
|
|
|
|
|
|
Unapproved scheme
|
|
|
|
|
|
|
|
|
||
December 18, 2013
|
|
0.20
|
|
|
76,364
|
|
|
June 18, 2014
|
|
December 18, 2023
|
July 15, 2014
|
|
0.80
|
|
|
100,000
|
|
|
May 30, 2015
|
|
May 30, 2023
|
June 23, 2016
|
|
0.01
|
|
|
110,576
|
|
|
July 21, 2016
|
|
June 23, 2026
|
October 19, 2018
|
|
0.30
|
|
|
3,941,886
|
|
|
October 19, 2019
|
|
October 19, 2028
|
October 19, 2018
|
|
0.30
|
|
|
3,814,970
|
|
|
October 19, 2021
|
|
October 19, 2028
|
March 29, 2019
|
|
0.275
|
|
|
4,580,000
|
|
|
March 29, 2020
|
|
March 29, 2029
|
March 29, 2019
|
|
0.275
|
|
|
6,500,000
|
|
|
March 29, 2022
|
|
March 29, 2029
|
December 23, 2019
|
|
0.21
|
|
|
3,000,000
|
|
|
December 23, 2020
|
|
December 23, 2029
|
December 23, 2019
|
|
0.21
|
|
|
850,000
|
|
|
December 23, 2020
|
|
December 23, 2029
|
|
|
|
|
22,973,796
|
|
|
|
|
|
|
|
|
|
|
23,224,188
|
|
|
|
|
|
`
|
Weighted
average
exercise price
£
|
|
Number of share options
|
|
||
Outstanding at February 1, 2019
|
0.35
|
|
|
9,168,396
|
|
|
Granted during the year
|
0.27
|
|
|
15,246,000
|
|
|
Lapsed / surrendered during the year
|
0.69
|
|
|
(1,190,208
|
)
|
|
Exercised during the year
|
—
|
|
|
—
|
|
|
Number of options outstanding at December 31, 2019
|
0.27
|
|
|
23,224,188
|
|
|
|
|
|
|
|
||
Outstanding at February 1, 2018
|
1.43
|
|
|
8,577,236
|
|
|
Granted during the year
|
0.76
|
|
|
13,081,048
|
|
|
Lapsed / surrendered during the year
|
1.52
|
|
|
(12,397,841
|
)
|
|
Exercised during the year
|
1.08
|
|
|
(92,047
|
)
|
|
Number of options outstanding at January 31, 2019
|
0.35
|
|
|
9,168,396
|
|
|
Date of grant
|
|
Type of
award
|
|
Number of
shares
|
|
Exercise
price (£)
|
|
Share price
at grant
date (£)
|
|
Fair value
per option
(£)
|
|
Award
life
(years)
|
|
Risk free
rate
|
||||||
April 07, 2011
|
|
EMI
|
|
5,873
|
|
|
0.65
|
|
|
0.65
|
|
|
0.47
|
|
|
5.00
|
|
|
2.70
|
%
|
May 10, 2012
|
|
EMI
|
|
150,046
|
|
|
0.60
|
|
|
0.52
|
|
|
0.24
|
|
|
5.00
|
|
|
1.00
|
%
|
December 24, 2012
|
|
EMI
|
|
21,500
|
|
|
0.85
|
|
|
0.85
|
|
|
0.59
|
|
|
5.00
|
|
|
0.90
|
%
|
January 31, 2013
|
|
EMI
|
|
72,973
|
|
|
0.20
|
|
|
0.94
|
|
|
0.74
|
|
|
5.00
|
|
|
1.00
|
%
|
December 18, 2013
|
|
Unapproved
|
|
76,364
|
|
|
0.20
|
|
|
1.85
|
|
|
1.65
|
|
|
5.00
|
|
|
1.00
|
%
|
July 15, 2014
|
|
Unapproved
|
|
100,000
|
|
|
0.80
|
|
|
0.81
|
|
|
0.65
|
|
|
1.90
|
|
|
0.50
|
%
|
June 23, 2016
|
|
Unapproved
|
|
110,576
|
|
|
0.01
|
|
|
1.05
|
|
|
1.04
|
|
|
0.50
|
|
|
0.30
|
%
|
October 19, 2018
|
|
Unapproved
|
|
3,941,886
|
|
|
0.30
|
|
|
0.30
|
|
|
0.09
|
|
|
3.00
|
|
|
0.81
|
%
|
October 19, 2018
|
|
Unapproved
|
|
3,814,970
|
|
|
0.30
|
|
|
0.30
|
|
|
0.12
|
|
|
3.00
|
|
|
0.90
|
%
|
March 29, 2019
|
|
Unapproved
|
|
4,580,000
|
|
|
0.275
|
|
|
0.275
|
|
|
0.1
|
|
3
|
|
|
0.63
|
%
|
|
March 29, 2019
|
|
Unapproved
|
|
6,500,000
|
|
|
0.275
|
|
|
0.275
|
|
|
0.12
|
|
3
|
|
|
0.63
|
%
|
|
December 23, 2019
|
|
Unapproved
|
|
3,000,000
|
|
|
0.21
|
|
|
0.21
|
|
|
0.08
|
|
|
4
|
|
|
0.54
|
%
|
December 23, 2019
|
|
Unapproved
|
|
850,000
|
|
|
0.21
|
|
|
0.21
|
|
|
0.07
|
|
|
3
|
|
|
0.54
|
%
|
|
|
|
|
23,224,188
|
|
|
|
|
|
|
|
|
|
|
|
a.
|
Black-Scholes valuation methodology was used for all share options issued since 2016. These options do not have market-based performance related conditions.
|
b.
|
The majority of share option awards made before 2016 had market-based performance related conditions and have been modeled using the Monte-Carlo methodology. The options granted on January 31, 2013, and December 18, 2013, do not have market-based performance related conditions.
|
c.
|
Figures in the range of 39%-134% have been used for expected volatility. This has been derived from historic share price performance, weighted to exclude periods of unusually high volatility.
|
d.
|
Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends.
|
e.
|
The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant.
|
f.
|
Share options are assumed to be exercised immediately on vesting.
|
g.
|
The fair value of share options awarded where there are different vesting installments is the average of the fair values calculated per installment.
|
Date of grant
|
Exercise
price (£)
|
|
Number of
shares
|
|
Date from which
exercisable
|
|
Expiry date
|
||
|
|
|
|
|
|
|
|
||
January 11, 2019
|
0.01
|
|
|
692,306
|
|
|
January 11, 2020
|
|
December 31, 2020
|
|
|
|
692,306
|
|
|
|
|
|
|
Weighted
average exercise price £ |
|
Eleven Months ended December 31, 2019
|
|
Weighted
average exercise price £ |
|
Year ended January 31, 2019
|
||||
Outstanding at beginning of period
|
0.01
|
|
|
814,256
|
|
|
0.01
|
|
|
275,877
|
|
Granted during the year
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
814,256
|
|
Exercised during the year
|
0.01
|
|
|
(121,950
|
)
|
|
0.01
|
|
|
(275,877
|
)
|
Number of RSUs outstanding at end of period
|
0.01
|
|
|
692,306
|
|
|
0.01
|
|
|
814,256
|
|
Date of grant
|
|
Number of
shares
|
|
Exercise
price (£)
|
|
Share price
at grant
date (£)
|
|
Fair value
per option
(£)
|
|
Award
life
(years)
|
|
Risk free
rate
|
|||||
January 11, 2019
|
|
692,306
|
|
|
0.01
|
|
|
0.26
|
|
|
0.25
|
|
|
1.00
|
|
0.79
|
%
|
a.
|
Black-Scholes valuation methodology was used for all RSUs.
|
b.
|
Volatility has been estimated at 57%. This has been derived from historical share price performance, weighted to exclude periods of unusually high volatility.
|
c.
|
Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends.
|
d.
|
The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant.
|
e.
|
RSUs are assumed to be exercised immediately on vesting.
|
Date of grant
|
Exercise
price (£)
|
|
Number of
shares
|
|
Date from which
exercisable
|
|
Expiry date
|
||
|
|
|
|
|
|
|
|
||
December 24, 2019
|
0.22
|
|
|
16,793,660
|
|
|
March 24, 2020
|
|
December 24, 2029
|
|
|
|
16,793,660
|
|
|
|
|
|
Date of grant
|
|
Number of
shares
|
|
Exercise
price (£)
|
|
Share price
at grant
date (£)
|
|
Fair value
per option
(£)
|
|
Award
life
(years)
|
|
Risk free
rate
|
|||||
December 24, 2019
|
|
16,793,660
|
|
|
0.22
|
|
|
0.21
|
|
|
0.06
|
|
|
3.00
|
|
0.54
|
%
|
a.
|
Black-Scholes valuation methodology was used for the consultant warrants.
|
b.
|
Volatility has been estimated using a range of 52% to 69%. This has been derived from historical share price performance, weighted to exclude periods of unusually high volatility.
|
c.
|
Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends.
|
d.
|
The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant.
|
e.
|
Consultant warrants are assumed to be exercised immediately on vesting.
|
|
•
|
|
the name of any person is wrongly entered in or omitted from our register of members; or
|
|
•
|
|
there is a failure or unnecessary delay in amending the register of members to show the date a member ceased to be a member.
|
|
•
|
|
on a show of hands every shareholder who is present in person and each duly authorized representative present in person of a shareholder that is a corporation shall have one vote;
|
|
•
|
|
on a show of hands each proxy present in person who has been duly appointed by one or more shareholders has one vote, provided that such proxy has one vote for and one vote against a resolution if the proxy has been duly appointed by more than one shareholder and the proxy has been instructed by one or more of those shareholders to vote for the resolution and by one or more other of those shareholders to vote against it;
|
|
•
|
|
on a show of hands each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed by more than one shareholder entitled to vote on the resolution and either: (1) the proxy has been instructed by one or more of those shareholders to vote for the resolution and has been given any discretion by one or more other of those shareholders to vote and the proxy exercises that discretion to vote against it; or (2) the proxy has been instructed by one or more of those shareholders to vote against the resolution and has been given any discretion by one or more other of those shareholders to vote and the proxy exercises that discretion to vote for it; and
|
|
•
|
|
on a poll every shareholder who is present in person or by proxy shall have one vote for each share of which he is the holder.
|
|
•
|
|
the chairman of the meeting;
|
|
•
|
|
at least three shareholders present in person or by proxy and entitled to vote;
|
|
•
|
|
any shareholder(s) present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting; or
|
|
•
|
|
any shareholder(s) present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sums paid up on all shares conferring that right.
|
|
•
|
|
which is not a fully paid share;
|
|
•
|
|
to a person known to be a minor, bankrupt or person who is mentally disordered or a patient for the purpose of any statute relating to mental health;
|
|
•
|
|
unless any written instrument of transfer, duly stamped, is lodged with us at our registered office or such other place as the board may appoint accompanied by the certificate for the shares to which it relates;
|
|
•
|
|
unless there is provided such evidence as the board may reasonably require to show the right of the transferor to make the transfer and if the instrument of transfer is executed by some other person on his behalf, the authority of that person to do so;
|
|
•
|
|
where the transfer is in respect of more than one class of share; and
|
|
•
|
|
in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred exceeds four.
|
|
•
|
|
in respect of the Default Shares, the relevant member shall not be entitled to attend or vote (either in person or by proxy) at any general meeting or a general meeting of the holders of a class of shares or upon any poll or to exercise any right conferred by the Default Shares; and/or
|
|
•
|
|
where the Default Shares represent at least 0.25% of their class, (a) any dividend or other money payable in respect of the Default Shares shall be retained by us without liability to pay interest, and/or (b) no transfers by the relevant member of any Default Shares may be registered (unless the member himself is not in default and the transfer does not relate to Default Shares or that the transfer is permitted under the U.K. Uncertificated Securities Regulations 2001).
|
|
•
|
|
specify the maximum number of shares authorized to be acquired;
|
|
•
|
|
determine the maximum and minimum prices that may be paid for the shares; and
|
|
•
|
|
specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.
|
|
•
|
|
if, at the time that the distribution is made, the amount of its net assets (that is, the total excess of assets over liabilities) is not less than the total of its called up share capital and undistributable reserves; and
|
|
•
|
|
if, and to the extent that, the distribution itself, at the time that it is made, does not reduce the amount of the net assets to less than that total.
|
|
|
|
|
|
|
|
England and Wales
|
|
Delaware
|
Number of Directors
|
|
Under the Companies Act 2006, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.
|
|
Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws.
|
|
|
|
||
Removal of Directors
|
|
Under the Companies Act 2006, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided notice of the intention to move the resolution has been given to the company at least 28 days before the meeting at which it is moved. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act 2006 must also be followed such as allowing the director to make representations against his or her removal either at the meeting or in writing.
|
|
Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, shareholders may effect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.
|
|
|
|
Vacancies on the Board of Directors
|
|
Under English law, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually.
|
|
Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.
|
|
|
|
||
Pre-emptive Rights
|
|
Under the Companies Act 2006, “equity securities”, being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution (“ordinary shares”) or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act 2006.
|
|
Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation.
|
|
|
|
||
Authority to Allot
|
|
Under the Companies Act 2006 the directors of a company must not allot shares or grant of rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act 2006.
|
|
Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. It may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.
|
|
|
|
Voting Rights
|
|
Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act 2006, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll, and in our case the number in (a) above is reduced from five to three.
Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote, vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the meeting.
|
|
Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.
|
|
|
|
||
Shareholder Vote on Certain Transactions
|
|
The Companies Act 2006 provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require:
• the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and
• the approval of the court.
|
|
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
• the approval of the board of directors; and
• approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
|
|
|
|
Stockholder Suits
|
|
Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act 2006 provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.
|
|
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
• state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and
• allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
• state the reasons for not making the effort.
Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
|
|
•
|
|
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
|
•
|
|
we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
|
|
•
|
|
we appear to be insolvent or enter insolvency proceedings;
|
|
•
|
|
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
|
•
|
|
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
|
•
|
|
there has been a replacement of deposited securities.
|
|
•
|
|
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
|
|
•
|
|
are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
|
|
•
|
|
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
|
•
|
|
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
|
•
|
|
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
|
•
|
|
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
|
•
|
|
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
|
|
•
|
|
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
|
|
•
|
|
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
|
•
|
|
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
|
•
|
|
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
|
|
•
|
|
when you owe money to pay fees, taxes and similar charges; or
|
|
•
|
|
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.
|
1.
|
Definitions and interpretation
|
2.
|
Grant of Options
|
3.
|
Conditions of exercise
|
4.
|
Individual limits
|
5.
|
Scheme limits
|
6.
|
Rights of exercise and lapse of Options
|
7.
|
Exercise of Options
|
8.
|
Takeovers and Liquidations
|
9.
|
Exchange of Options on a takeover
|
10.
|
Variation of share capital
|
11.
|
Administration
|
12.
|
Amendments
|
13.
|
General
|
1.
|
DEFINITIONS AND INTERPRETATION
|
“Agreement”
|
means the agreement in writing granting an Option pursuant to this Scheme in such form as the Directors shall from time to time determine but in all cases issued under a seal or executed as a deed by the Grantor and accepted in writing by the Eligible Employee;
|
“Company Limit”
|
means £3 million or such other amount as may from time to time be specified in paragraph 7 of Schedule 5;
|
“CSOP Option”
|
means a share option granted under a scheme approved by the Inland Revenue under Schedule 4 to ITEPA by virtue of employment with a Group Company;
|
“Date of Grant”
|
means the date on which an Option is granted as evidenced by the date at the head of the Agreement;
|
“Directors”
|
means the Board of Directors for the time being of the Company or a duly authorised committee thereof;
|
“Disqualifying Event”
|
means an event specified in Sections 534 to 536 inclusive of ITEPA which causes an EMI Option to cease to be a qualifying option for the purposes of the EMI Code;
|
(a)
|
who is a bona fide employee or director of the Company or a Qualifying Subsidiary; and
|
(b)
|
in respect of an EMI Option whose Committed Time is at least 25 hours per week, or, if less, 75% of his Working Time; and
|
“EMI Option”
|
means an Option which is a qualifying option within the meaning given in Section 527 of ITEPA;
|
“Employer Company”
|
means the company by reason of whose employment an EMI Option has been granted to an Eligible Employee;
|
“Exercise Price”
|
means the price at which each Share subject to an Option may be acquired on the exercise of the Option, being (subject to Rule 10) not less than:-
|
(a)
|
the price determined by the Directors in their absolute discretion; or
|
“Further Limit”
|
means £100,000 or such other amount as may from time to time be specified in paragraph 6 of Schedule 5;
|
“Good Leaver”
|
means an Optionholder who ceases to be an Eligible Employee by reason of:
|
(a)
|
ill-health, injury, disability (evidenced to the satisfaction of the Directors); or
|
(b)
|
Redundancy, Retirement; pregnancy (the effective date
|
(c)
|
a Transfer of Business
|
“Grantor”
|
means the Company, the Directors, the Trustee or such other person who grants an EMI Option under this Scheme;
|
“Gross Assets Limit”
|
means £30 million or such other amount as may from time to time be specified in paragraph 12 of Schedule 5.
|
(a)
|
the Company; or
|
(b)
|
any Subsidiary of the Company;
|
“Individual Limit”
|
means £100,000 or such other amount as may from time to time be specified in paragraph 5 of Schedule 5;
|
“Market Value”
|
means the market value of a share as defined in paragraph 55 of Schedule 5 and determined in accordance with paragraph 56 of Schedule 5;
|
“Optionholder”
|
means a person who has been granted an Option which has neither lapsed nor been surrendered or exercised and where the context so requires, the legal personal representatives of such person;
|
“Retirement”
|
means retirement of the Optionholder at or after the date on which the Optionholder is normally expected to retire in accordance with the Optionholder’s contract of employment;
|
“Rules”
|
means the Rules of this Scheme as amended from time to time;
|
“this Scheme”
|
means the Vastox plc 2005 Enterprise Management Incentive Scheme, as amended from time to time;
|
“Subsidiary”
|
means any company which is under the control of the Company, determined in accordance with 416(2) to (6) of ICTA;
|
(a)
|
the company for which the Optionholder works ceasing to be a Group Company; or
|
“Trustee”
|
means the trustee or trustees for the time being of any employee benefit trust established by the Company;
|
“Unapproved Option”
|
means an Option which is granted pursuant to this Scheme that is not a qualifying option for the purposes of the EMI Code;
|
“Vest”
|
means the crystallisation of an Optionholder’s right to exercise the Option;
|
“Vesting Date”
|
means the date on which the Option Vests pursuant to Rules 6.1, 6.5, 8.1 and 8.4 to 8.7; and
|
2.
|
GRANT OF OPTIONS
|
2.1
|
Subject to Rules 2.8 to 2.14, the Grantor may grant an Option to an Eligible Employee at any time and the Date of Grant of an Option shall be the date of the Agreement relating to that Option.
|
2.2
|
Notwithstanding Rule 4.1, where the Grantor grants an Option to an Eligible Employee which causes the aggregate Market Value of:
|
(a)
|
all Shares or shares in respect of which unexercised EMI Options are then held by him and granted by reason of his employment with any one or more Group Companies; and
|
(b)
|
all Shares or shares in respect of which unexercised CSOP Options are held by him,
|
2.3
|
Notwithstanding Rule 2.13, where the Grantor grants an Option which results in the Market Value of Shares or shares in the Company in respect of which unexercised EMI Options subsist exceeding the Company Limit then the excess as prescribed by paragraph 7 of Schedule 5 shall be an Unapproved Option.
|
2.4
|
Notwithstanding Rule 4.2, if an Eligible Employee has been granted EMI Options by reason of his
|
2.5
|
For the purposes of Rules 2.2 to 2.4 and 2.13, the Market Value of the Shares or shares shall be their Market Value at the date or dates on which the relevant Options or other options were granted or such earlier time or times as may be agreed with the Inland Revenue.
|
2.6
|
An Option shall be granted to an Eligible Employee by deed executed by the Grantor. As soon as reasonably practicable after such grant, the Eligible Employee shall agree to such option grant by signing a form of acceptance. An Eligible Employee shall not be required to pay any consideration for the grant of an Option. The Agreement shall be in the form determined by the Directors from time to time. Either the Rules, the Agreement or both (including any relevant schedules or appendices) shall include (in relation to EMI Options) all details required pursuant to paragraph 37 of Schedule 5 including:
|
(a)
|
the Date of Grant of the EMI Option;
|
(b)
|
that the EMI Option is granted under the provisions of Schedule 5;
|
(c)
|
the number, or maximum number, of Shares that may be granted pursuant to the EMI Option;
|
(d)
|
the Exercise Price or the method by which that price is to be determined;
|
(e)
|
when and how the EMI Option may be exercised;
|
(f)
|
any condition or conditions applicable pursuant to Rule 3.1; and
|
(g)
|
any restrictions that cause the Shares to be Restricted Securities as defined in Section 423 of ITEPA.
|
2.7
|
Subject to the right of a deceased Optionholder's personal representatives to exercise an Option in accordance with Rule 6.3 (death), every Option shall be personal to the Eligible Employee to whom it is granted and neither the Option nor the Optionholder’s rights under it shall be capable of being transferred, assigned or charged.
|
2.8
|
The Grantor shall only grant an EMI Option if the EMI Option is granted for commercial reasons in order to recruit or retain the Eligible Employee and not as part of a scheme or arrangement the main purpose, or one of the main purposes of which is the avoidance of tax.
|
2.9
|
The Grantor shall only grant an EMI Option if the Company is neither:
|
(a)
|
a 51% subsidiary of another company; nor
|
(b)
|
under the Control of:
|
(i)
|
another company; or
|
(ii)
|
another company and any other person Connected to that company,
|
2.10
|
The Grantor shall only grant an EMI Option if the Company or a Group Company as the case may be meets the trading activities requirement of paragraph 13 or 14 of Schedule 5 at the Date of Grant.
|
2.11
|
The Grantor shall only grant an EMI Option if the gross assets of the Company are less than the Gross Assets Limit at the Date of Grant. If the Company is a member of a group, the gross assets of the Company is the aggregate value of the gross assets of each of the members of the group, disregarding any assets that consists in rights against or shares in or securities of another member of the group. For the purposes of this sub- Rule “gross assets” is determined in accordance with Inland Revenue Statement of Practice 2/00 or its successors.
|
2.12
|
The Grantor shall only grant an EMI Option if at the Date of Grant the Company has no Subsidiaries which are not Qualifying Subsidiaries.
|
2.13
|
The Grantor in the case of an EMI Option shall not grant an EMI Option if the total Market Value of Shares in the Company in respect of which unexercised EMI Options subsist exceeds the Company Limit.
|
2.14
|
An Option shall not be granted unless the Directors are satisfied at the relevant time that all conditions relating to such grant pursuant to these Rules have been met.
|
2.15
|
An EMI Option or part thereof as the case may be that fails in any manner to meet the provisions of the EMI Code shall be an Unapproved Option.
|
3.
|
CONDITIONS OF EXERCISE
|
3.1
|
Subject to Rule 3.2, the Vesting Date or Dates and the extent to which the Option Vests on the given Vesting Date or Dates will be set out in the Agreement or otherwise determined pursuant to the Rules. Notwithstanding the generality of the foregoing (and subject to Rule 3.2), the Option may Vest on a specific date or dates, the occurrence of a specific event or events or be conditional upon the achievement of a given performance condition or conditions.
|
3.2
|
An EMI Option must be capable of being exercised within the period of ten (10) years beginning with the Date of Grant. Where the exercise of the EMI Option is dependent upon the fulfilment of conditions, the EMI Option is to be taken to be capable of being exercised within the period of ten (10) years if such conditions may be fulfilled within ten (10) years from the Date of Grant.
|
3.3
|
To the extent that the Option does not meet the requirements of Rule 3.2, the Option shall be an Unapproved Option.
|
3.4
|
Where the Vesting of the Option is subject to a performance condition pursuant to Rule 3.1, the performance condition may be measured over a continuous period as set out in the Agreement commencing no earlier than the financial year during which the Option is granted.
|
3.5
|
As soon as is reasonably practicable following the end of the period over which any performance conditions pursuant to Rule 3.1 are measured, the Directors will determine the extent to which the
|
3.6
|
If, after the Grantor has imposed any performance condition to be satisfied pursuant to this Rule 3, events occur which cause the Grantor to consider that an amended performance condition would be a fairer measure of the relevant performance, they may, in their discretion (provided such discretion is exercised fairly and reasonably) amend, relax or waive such targets or conditions provided that any targets or conditions which are amended will be no more and no less difficult to satisfy than when they were originally imposed or last amended or relaxed.
|
3.7
|
The Directors shall notify all relevant Optionholders in writing of any amendment, relaxation or waiver of existing targets or conditions made pursuant to Rule 3.6.
|
4.
|
INDIVIDUAL LIMITS
|
4.1
|
Any EMI Option granted to an Eligible Employee by the Grantor shall be limited and take effect so that, immediately following such grant, the aggregate Market Value of:
|
(a)
|
all Shares or shares in respect of which unexercised EMI Options are then held by him and granted by reason of his employment with any one or more Group Companies; and
|
(b)
|
all Shares or shares in respect of which unexercised CSOP Options are held by him,
|
4.2
|
If an Eligible Employee has been granted EMI Options by reason of his employment with any one Group Company in respect of Shares or shares whose Market Value is equal to or greater than the Further Limit (irrespective of whether they have been exercised or released) no EMI Option shall be granted to him within the Restricted Period.
|
4.3
|
For the purposes of Rules 4.1 and 4.2, the Market Value of the Shares or shares shall be their Market Value at the date or dates on which the relevant EMI Options or other options were granted or such earlier time or times as may be agreed with the Inland Revenue.
|
5.
|
SCHEME LIMITS
|
5.1
|
The maximum number of Shares which may on any day be placed under option for subscription under this Scheme, when added to the number of Shares allocated for subscription in the preceding ten years under this or any other employees' share scheme adopted by the Company, shall not exceed fifteen per cent (15%) of the Company's issued ordinary share capital immediately prior to that day.
|
5.2
|
For the purpose of calculating the limit in Rule 5.1, any Shares comprised in any option for subscription or other right to subscribe which has lapsed shall be disregarded.
|
6.
|
RIGHTS OF EXERCISE AND LAPSE OF OPTIONS
|
6.1
|
Subject to Rule 6.5 (Disqualifying Event), the Option shall Vest on the earliest of the date or dates set out in Agreement and the dates set out pursuant to Rules 8.1, and 8.4 to 8.7. The Optionholder shall be entitled to exercise his Option in accordance with Rule 7 from the Vesting Date.
|
6.2
|
Save as provided in Rules 6.3 (death) and 6.4 (Good Leavers) the Option may only be exercised by an Optionholder while he is an Eligible Employee.
|
6.3
|
Subject to Rule 6.1, the Option may be exercised (to the extent that it has Vested) by the personal representatives of a deceased Optionholder during the period of twelve (12) months following the date of death.
|
6.4
|
Subject to Rule 6.1, where the Optionholder is a Good Leaver, the Optionholder may exercise his Option (to the extent that it has Vested) during the period of twelve (12) months following the date of cessation of employment.
|
6.5
|
To the extent that the Grantor, where applicable acting upon a recommendation from the Directors, decides in its absolute discretion and notwithstanding Rule 6.1, an Option may be exercised during the period of forty (40) days following a Disqualifying Event other than one which falls into Section 535 of ITEPA (Disqualifying Events relating to employees).
|
6.6
|
An Option shall lapse on the occurrence of the earliest of the following:
|
(a)
|
ten (10) years from the Date of Grant;
|
(b)
|
in the event that the Agreement in respect of the Option is not executed by the Optionholder within ninety (90) days of the Date of Grant then 11.59pm (GMT) on the ninetieth (90th) day after the Date of Grant;
|
(c)
|
the expiry of the period (if any) allowed for the satisfaction of any performance condition pursuant to Rule 3.1 and set out in the Agreement without such condition having been satisfied or the date on which it becomes apparent to the Grantor in their absolute discretion that any such condition has become incapable of being satisfied;
|
(d)
|
twelve (12) months from the date of the death of the Optionholder;
|
(e)
|
subject to Rules 6.3 (death) and 6.4 (Good Leavers), 5:00pm on the day on which the Optionholder ceases to be an Eligible Employee;
|
(f)
|
for a Good Leaver, twelve (12) months from the date on which the Optionholder ceases to be an Eligible Employee;
|
(g)
|
unless and to the extent the Grantor, where applicable upon recommendation from the Directors, decides otherwise and where the Grantor has permitted an exercise pursuant to Rule 6.5 (disqualifying events), the expiry of the period specified in Rule 6.5;
|
(h)
|
if the grantor exercises its discretion pursuant to Rule 8.3, the date of an Exit Event;
|
(i)
|
subject to Rule 9 (exchange of options on a takeover), the expiry of the period specified in Rule 8.4 (change of Control);
|
(j)
|
subject to Rule 9 (exchange of options on a takeover), the expiry of the period specified in Rule 8.5 (compromise or arrangement);
|
(k)
|
subject to Rule 9 (exchange of options on a takeover), the expiry of the period specified in Rule 8.6 (mandatory offer);
|
(l)
|
the date on which a resolution is passed, or an order is made by the Court, for the compulsory winding up of the Company;
|
(m)
|
the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which he is deprived of the legal or beneficial ownership of the Option.
|
7.
|
EXERCISE OF OPTIONS
|
7.1
|
An Option shall be exercisable in whole or in part by notice in writing (in the form prescribed by the Company from time to time) given by the Optionholder (or his personal representatives as the case may be) to the Company. The notice of exercise of the Option shall be accompanied by a remittance in cleared funds (or any other manner the Directors in their absolute discretion shall decide) for the aggregate of the Exercise Price payable. The Secretary of the Company shall receive such notice or Exercise Price as the case may be on behalf of the Company, Grantor or as agent for the Trustee as applicable.
|
7.2
|
Subject to Rules 7.4, 7.5 and 7.6, the effective date of the exercise shall be the date that the Secretary of the Company receives both the notice of the exercise and the remittance pursuant to Rule 7.1.
|
7.3
|
Subject to Rules 7.4, 7.5 and 7.6, within 14 days of the Option exercise (or, if later, as soon as is reasonably practicable) the Directors shall allot or transfer the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted or transferred, unless the Directors consider that such allotment or transfer would not be lawful in the relevant jurisdiction.
|
7.4
|
If any Group Company or a company that was previously a Group Company as the case may be is liable to account for Employers’ Secondary National Insurance Contributions (“Employers’ NIC”) by virtue of the exercise, release or cancellation of an Option the Directors may determine that the exercise of the Option is conditional upon the Optionholder either:
|
(a)
|
agreeing to meet the company’s liability to pay Employers’ NIC; or
|
(b)
|
entering into an election to transfer the liability for Employers’ NIC in a form approved by the Inland Revenue and enter into such arrangements as may be approved by the Inland Revenue in order to ensure that the Employers’ NIC liability can be met.
|
7.5
|
The Directors may determine that the exercise of the Option is conditional upon the Optionholder entering into an election under Section 431(1) of ITEPA that the Shares are to be treated for the relevant tax
|
7.6
|
If any Group Company or a company that was previously a Group Company as the case may be is liable to account for tax or social security contributions (in any jurisdiction) by virtue of the exercise, release or cancellation of the Option for which an Optionholder is liable or has agreed to pay, that or any other Group Company or the trustee of any trust which is intended to be an employee share scheme pursuant to Section 743 of the Companies Act 1985 may:
|
(a)
|
withhold the appropriate amount of tax or social security from the Optionholder's remuneration; or
|
(b)
|
make such other arrangements as it considers necessary (including the sale of Shares on behalf of the Optionholder) to finance the amounts in (a) above,
|
7.7
|
Shares allotted under this Scheme shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of allotment and in the case of a transfer of existing Shares the transferee shall not acquire any rights attaching to such Shares by reference to a record date prior to the date of such transfer.
|
7.8
|
If and so long as the Shares are listed on the London Stock Exchange or any similar exchange, the Company shall apply for any Shares allotted under this Scheme to be admitted to the Official List or any similar list as the case may be.
|
7.9
|
The exercise of any Option (in whole or in part) shall not be permitted unless the Directors are satisfied at the relevant time that all conditions relating to such exercise pursuant to the Agreement and/or these Rules have been met and (if then applicable) that such exercise would not be in breach of the Model Code for Securities Transactions by Directors of Listed Companies published by the UK Listing Authority, any other applicable laws, codes or regulations relating to the acquisition of securities, or the internal code of the Company.
|
8.
|
TAKEOVERS AND LIQUIDATIONS
|
8.1
|
If the Directors conclude in their discretion that an Exit Event will occur, they may (subject to their not breaching any confidentiality undertakings), determine that the Option shall Vest prior to the expected date of the Exit Event and notify the Optionholder in writing of this and of a period during which the Optionholder may exercise his Option conditionally upon the Exit Event occurring. Such period must be:
|
(a)
|
of such reasonable length as will enable the Optionholder to make the necessary arrangements in order to exercise the Option; and
|
(b)
|
a period commencing on such date as the Directors determine and ending on the date of the Exit
|
8.2
|
If the Exit Event anticipated in Rule 8.1 does not occur, the Directors shall, as soon as is reasonably practicable notify the Optionholder in writing. In such circumstances, the Directors shall return to the Optionholder any remittance for the Exercise Price or any tax or social security contributions (including Employer’s NIC) relating to such conditional exercise and the Option shall continue to subsist subject to these Rules.
|
8.3
|
If the Exit Event anticipated in Rule 8.1 does occur and the Directors have exercised their discretion pursuant to Rule 8.1, the Directors may, in their discretion determine that unexercised Options shall lapse immediately after the Exit Event. If such discretion is exercised, the Directors must notify the Optionholder of this in writing that this is the case at the same time as the notice in Rule 8.1.
|
8.4
|
If any person obtains Control of the Company by any means other than by way of a Qualifying Exchange of Shares, an Option shall Vest in full, and may be exercised upon such change of Control or within six months thereafter and for the purposes of this Rule 8.4 a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it. If the Option remains unexercised six months after it became exercisable in accordance with
|
8.5
|
If, under Section 425 of the Companies Act 1985, the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, an Option shall Vest in full and may be exercised upon the Court sanctioning such compromise or arrangement or within six months thereafter. If the Option remains unexercised six months after becoming exercisable in accordance with this Rule 8.5, the Option shall lapse.
|
8.6
|
If any person becomes bound or entitled to acquire shares in the Company under Sections 428 to 430 of the Companies Act 1985 an Option shall Vest in full and may be exercised at any time when that person remains so bound or entitled.
|
8.7
|
If the Directors in their absolute discretion so determine, in the event that the Company gives notice to its shareholders of a meeting at which a resolution for the voluntary winding up of the Company (“Winding Up Resolution”) is to be proposed, the Company may also give notice to such Optionholders as the Directors shall select and any Options in respect of which such notices have been received will Vest on the date of the passing of the Winding up Resolution and may be exercised prior to the passing of the Winding Up Resolution, but conditionally on its being passed, to the intent that they will be entitled to share in the assets of the Company with the other shareholders on the same basis as if they had been the registered holders of the relevant Shares immediately prior to the passing of the Winding Up
|
9.
|
EXCHANGE OF OPTIONS ON A TAKEOVER
|
9.1
|
Notwithstanding Rule 8, if any company (“the Acquiring Company”) obtains Control of the Company as a result of:
|
(a)
|
making a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
|
(b)
|
making a general offer to acquire all the shares in the Company which are of the same class as the Shares; or
|
(c)
|
any of the circumstances in Rules 8.5 or 8.6; or
|
(d)
|
a Qualifying Exchange of Shares,
|
9.2
|
An option granted pursuant to Rule 9.1 above shall only qualify as a Replacement Option if the requirements of Rule 9.1 above are met, and:
|
(a)
|
the Option is granted to the holder of the Old Option by reason of his employment:
|
(i)
|
with the Acquiring Company; or
|
(ii)
|
if the Acquiring Company is a parent company, with the Acquiring Company or a member of the Acquiring Company’s group;
|
(b)
|
at the time of the release of rights under the Old Option, the requirements of:
|
(c)
|
at that time, the independence requirement and the trading activities requirement as set out in paragraphs 9 and 13 respectively of Schedule 5 are met in relation to the Acquiring Company;
|
(d)
|
at that time, the individual to whom the Replacement Option is granted is an Eligible Employee in relation to the Acquiring Company;
|
(e)
|
at that time, the requirements of Part 5 of Schedule 5 are met in relation to the Replacement Option;
|
(f)
|
the total Market Value, immediately before the release, of the Shares which were subject to the Old
|
(g)
|
the total amount payable by the Eligible Employee for the acquisition of Shares in pursuance of the Replacement Option is equal to the total amount that would have been payable for the acquisition of Shares in pursuance of the Old Option; and
|
(h)
|
The Replacement Option is granted within six months of the Acquiring Company obtaining Control of the Company.
|
9.3
|
A New Option shall be an Unapproved Option.
|
9.4
|
Unless the Directors shall in their absolute discretion decide otherwise where an Old Option is released pursuant to Rule 9.1 any conditions imposed by the Directors pursuant to Rule 3 shall not lapse forthwith.
|
9.5
|
Where a Replacement Option or a New Option is granted pursuant to Rule 9.1 it shall be regarded for the purposes of the subsequent application of the provisions of this Scheme as having been granted at the time when the corresponding Old Options were granted and with effect from the date on which the New Option or Replacement Option is granted:
|
(a)
|
save for the definition of “Group Company” in Rule 1, references to “the Company” (including the definition in Rule 1) shall be construed as being references to the Acquiring Company to whose shares the Replacement Option or New Option as the case may be relates; and
|
(b)
|
references to “Shares” (including the definition in Rule 1) shall be construed as being references to shares in the Acquiring Company to which the Replacement Option or New Option as the case may be relates.
|
10.
|
VARIATION OF SHARE CAPITAL
|
10.1
|
In the event of any capitalisation, rights issue, consolidation, subdivision, reduction or other variation of the share capital of the Company:
|
(a)
|
the number of Shares comprised in an Option;
|
(b)
|
their Exercise Price in respect of such Shares; and
|
(c)
|
where an Option has been exercised pursuant to the provisions of these Rules but no Shares have been allotted or transferred in satisfaction of such exercise, the number of Shares to be so allotted or transferred and the Exercise Price in respect of such Shares,
|
10.2
|
Any adjustment made to the Exercise Price of unissued Shares which would have the effect of reducing
|
10.3
|
Where an Option subsists over both issued and unissued Shares, an adjustment may only be made under Rule 10.2 if the reduction of the Exercise Price in relation to Options over both issued and unissued Shares can be made to the same extent.
|
10.4
|
The Directors may take such steps as they consider necessary to notify Optionholders of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or re- issue any Agreement consequent upon such adjustment.
|
11.
|
ADMINISTRATION
|
11.1
|
The Directors shall have power from time to time to make and vary such regulations (not being inconsistent with this Scheme) for the implementation and administration of this Scheme and/or the Agreement as they think fit.
|
11.2
|
The decision of the Directors shall be final and binding in all matters relating to this Scheme (other than in the case of matters to be determined or confirmed by the Auditors in accordance with this Scheme).
|
11.3
|
The costs of establishing and administering this Scheme shall be borne by the Company.
|
11.4
|
The Company may, but shall not be obliged to, provide Eligible Employees or Optionholders with copies of any notices circulars or other documents sent to shareholders of the Company.
|
11.5
|
Within 92 days (or such longer period as may from time to time be permitted by the EMI Code) of granting an EMI Option under this Scheme notice shall be given to the Inland Revenue by the Employer Company and shall contain:
|
(a)
|
information required by the Inland Revenue pursuant to paragraph 44 of Schedule 5;
|
(b)
|
a declaration from a director or the Company Secretary of the Employer Company, that in his opinion the requirements of Schedule 5 have been met in relation to an EMI Option under this Scheme and that to the best of his knowledge, the information provided is correct and complete; and
|
(c)
|
a declaration from the Optionholder to whom the EMI Option is granted that he meets the Committed Time requirement.
|
12.
|
AMENDMENTS
|
12.1
|
Notwithstanding Rule 12.2, if the Inland Revenue raise a notice of enquiry pursuant to paragraph 46 of
|
12.2
|
The Directors, in their absolute discretion, may waive or amend any of these Rules or introduce such new rules as they see fit provided that any amendments to:
|
(a)
|
the definition of Eligible Employee;
|
(b)
|
the limits on the maximum number of Shares which may be issued under the Scheme;
|
(c)
|
the basis for determining an Optionholder’s entitlement to Shares under the Scheme and the terms of those Shares; and
|
(d)
|
the basis on which an Option may be adjusted if there is a variation of capital pursuant to Rule 10,
|
12.3
|
Notwithstanding Rule 12.2, the Directors may amend the provisions of this Scheme and/or Agreement and the terms of any Options as they consider necessary or desirable in order to:
|
(a)
|
make the administration of this Scheme more effective or easier;
|
(b)
|
comply with or take account of the provisions of any proposed or existing legislation;
|
(c)
|
take account of any of the events mentioned in Rule 8 (takeover etc); or
|
(d)
|
obtain or maintain favourable tax or regulatory treatment for the Company or any Group Company or any Optionholder,
|
12.4
|
Written notice of any amendment to this Scheme shall be given to all Optionholders affected thereby.
|
13.
|
GENERAL
|
13.1
|
A Group Company or a company that was previously a Group Company as the case may be may provide money to the Trustee to enable them to subscribe for or purchase Shares for the purposes of the Scheme or enter into any guarantee or indemnity for these purposes to the extent permitted by Section 153 of the Companies Act 1985.
|
13.2
|
The Directors may grant an Option to the Trustee to subscribe for Shares or issue Shares to the Trustee or to its order provided that the Trustee agree to use such Shares to satisfy the exercise of Options granted pursuant to the Scheme.
|
13.3
|
Any Shares issued pursuant to options granted or Shares issued to the Trustee shall be included in the limits on the number of Shares available to the Scheme under Rule 5.1 above.
|
13.4
|
This Scheme shall commence upon the date the Directors adopt this Scheme and shall terminate on the expiry of the period of ten years from such date. On termination no further Options may be granted but such termination shall be without prejudice to any accrued rights in existence at the date thereof.
|
13.5
|
The Company will at all times keep available sufficient authorised and unissued Shares, or shall ensure that sufficient Shares will be available, to satisfy the exercise to the full extent still possible of all Options not lapsed pursuant to the provisions of these Rules, taking account of any other obligations of the Company to issue Shares.
|
13.6
|
Notwithstanding any other provision of this Scheme:
|
(a)
|
this Scheme shall not form part of any contract of employment between any Group Company or a company that was previously a Group Company as the case may be and any employee or officer of any such company and the rights and obligations of any individual under the terms of his office or employment with any Group Company or a company that was previously a Group Company as the case may be shall not be affected by his participation in this Scheme or any right which he may have to participate in it and this Scheme shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever, including if such termination of employment was lawful or unlawful;
|
(b)
|
no Optionholder shall be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise an Option in consequence of the loss or termination of his office or employment with any Group Company or a company that was previously a Group Company as the case may be for any reason whatsoever including if such termination of employment was lawful or unlawful; and
|
(c)
|
this Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against any Group Company or a company that was previously a Group Company as the case may be directly or indirectly, or give rise to any cause of action at law or in equity against any Group Company or a company that was previously a Group Company as the case may be.
|
13.7
|
Save as otherwise provided in this Scheme any notice or communication to be given by the Company or Grantor as the case may be to any Eligible Employee or Optionholder may be personally delivered or sent by fax or by ordinary post to his last known address. Where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped and where a notice or communication is sent by fax it shall be deemed to have been received at the time when it was sent. Share certificates and other communications sent by post will be sent at the risk of the Eligible Employee or Optionholder concerned and the Company or Grantor as the case may be shall have no liability whatsoever to any such person in respect of any notification,
|
13.8
|
Any notice to be given to the Company shall be delivered or sent by either post or fax to the Company at its registered office and shall be effective upon receipt.
|
13.9
|
This Scheme and all Options granted under it shall be governed by and construed in accordance with English law.
|
Contract No.
HHSO100201700014C
Modification No. 0004
|
Summit (Oxford) Ltd.
Continuation Sheet
|
A.
|
In accordance with the changes that come into effect due to the exercising of option one (1) the following sections are changed:
|
1.
|
ARTICLE B.2 ESTIMATED COST,
|
CLIN
|
Period of Performance
|
Supplies/Services
|
Government Share
|
Contractor Share
|
Total
Cost
|
Status
|
Base/
CLIN
0001
|
Sept 5, 2017
Through
June 30,
2019
|
[**]
|
$31,967,000
|
$[**]
|
$[**]
|
Executed
|
Option 1/
CLIN
0002
|
[**], 2019
Through
[**]
2022
|
[**]
|
$9,621,496
|
$[**]
|
$[**]
|
Executed
|
Contract No.
HHSO100201700014C
Modification No. 0004
|
Summit (Oxford) Ltd.
Continuation Sheet
|
CLIN
|
Period of Performance
|
Supplies/Services
|
Government Share
|
Contractor Share
|
Total
Cost
|
Status
|
Option 2/
CLIN
0003
|
[**], 2018
Through
[**]
2022
|
[**]
|
$12,000,000
|
$[**]
|
$[**]
|
Executed
|
a.
|
Unless the Government exercises its option pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), contained in ARTICLE 1.2, the contract consists only of the base period (CLIN 0001), Option 1 (CLIN 0002) and Option 2 (CLIN 0003) specified in the Statement of Work as defined in SECTIONS C and F, for the price set forth in ARTICLE B.2 of the contract.
|
b.
|
Pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), the Government may, by unilateral contract modification, require the contractor to perform the remaining Option Work Segments specified in the Statement of Work as defined in SECTIONS C and F of this contract. If the Government decides to exercise an option(s), the Government will provide the Contractor a preliminary written notice of its intent to exercise the option at least [**] days before the contract expires. If Option 3 CLIN 0004 is exercised, the estimated cost of the contract will be increased as set forth in the table below:
|
|
|
|
|
|
|
|
Option
3/CLIN
0004
|
[**] through [**], 2022
|
[**]
|
$[**]
|
$[**]
|
$[**]
|
Not Executed
|
|
TOTAL
|
|
$63,743,173
|
$[**]
|
$[**]
|
|
Contract No.
HHSO100201700014C
Modification No. 0004
|
Summit (Oxford) Ltd.
Continuation Sheet
|
1.
|
The Government is not responsible for the travel portion of the Base Period segment (CLIN 0001), the Option 1 period (CLIN 0002) and the Option 2 period (CLIN 003).
|
Exhibit 4.29
|
|
DATE: 6 DECEMBER 2019
|
|
DEED OF TERMINATION OF APPOINTMENT AS A DIRECTOR
|
|
|
|
Between
SUMMIT THERAPEUTICS PLC
and
FRANK ARMSTRONG
|
|
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
T +44 20 7367 3000
F +44 20 7367 2000
cms.law
|
(1)
|
SUMMIT THERAPEUTICS PLC (incorporated and registered in England and Wales under registration number 05197494), the registered office of which is at 136a Eastern Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SB, United Kingdom (the “Company”); and
|
(2)
|
FRANK ARMSTRONG, of [**] (the “Resigning Director”).
|
(A)
|
The Resigning Director is a director of the Company.
|
(B)
|
The Resigning Director and the Company have agreed to enter into this deed in connection with the termination, subject to Admission (as defined below) becoming effective, of the Resigning Director’s appointment as a director of the Company.
|
1.1
|
In this deed:
|
1.1.1
|
“Admission” means admission of the New Ordinary Shares to trading on the AIM market of the London Stock Exchange Plc becoming effective in accordance with Rule 6 of the AIM Rules for Companies;
|
1.1.2
|
“associated company” has the same meaning as in section 435(6) of the Insolvency Act 1986.
|
1.1.3
|
“Circular” means the circular of the Company dated 6 December 2019;
|
1.1.4
|
“Deed of Indemnity” means the deed of indemnity entered into between the Resigning Director and the Company and dated 16 November 2015.
|
1.1.5
|
“New Ordinary Shares” means the 175,378,450 new ordinary shares of £0.01 each in the capital of the Company to be issued in connection with the arrangements described in the Circular;
|
1.1.6
|
“subsidiary” has the same meaning as in section 1159 of the Companies Act 2006.
|
1.1.7
|
The headings and sub-headings are for convenience only and shall not affect the construction of this deed.
|
1.1.8
|
References to “the parties” or to a “party” are to parties (or a party) to this deed and include the parties’ successors.
|
1.1.9
|
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.
|
2.
|
CONDITION
|
2.1
|
The provisions of this deed shall be conditional on, and shall take effect upon, Admission becoming effective.
|
2.2
|
If Admission has not taken place on or before 31 December 2019, this deed shall lapse and the Resigning Director’s appointment as a director of the Company shall continue unless otherwise terminated.
|
3.
|
RESIGNATION, RELEASE AND WAIVER OF RIGHTS
|
2.1
|
In connection with the proposed subscription for New Ordinary Shares by Robert W. Duggan described in the Circular, the Resigning Director hereby resigns as a director of the Company with effect from and upon Admission.
|
2.2
|
Subject as stated in clause 3.4 below, except for:
|
3.2.1
|
the right to acquire shares in the Company pursuant to any grant to the Resigning Director of ‘Restricted Stock Units’ in accordance with the Company’s approved Directors’ Remuneration Policy, whether or not the right to acquire such shares has yet become exercisable in accordance with its terms;
|
3.2.2
|
outstanding director fees and expenses (if any) properly due; and
|
3.2.3
|
outstanding sums (if any) properly due pursuant to the Deed of Indemnity,
|
2.3
|
Subject as stated in clause 3.4 below, the Company confirms that it has no claim outstanding against the Resigning Director but to the extent that any such claim exists or may exist, and whether or not the Company is aware of the grounds for bringing it, the Company irrevocably waives such claims and releases the Resigning Director from any liability whatsoever in respect of it.
|
2.4
|
Neither the waiver in clause 3.2 nor in clause 3.3 applies to any claim in relation to which a valid waiver must comply with statutory requirements under the Employment Rights Act 1996, but the Resigning Director acknowledges and represents that there are no such claims and the Company acknowledges and represents that there are no such claims against the Resigning Director.
|
4.
|
MISCELLANEOUS
|
4.1
|
This deed may be executed in counterparts and by the parties on different counterparts. Each counterpart shall constitute an original of this deed but all the counterparts shall together constitute one and the same deed.
|
4.2
|
Nothing in this deed is intended to confer on any person any right to enforce any term of this deed which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
|
4.3
|
Each party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this deed.
|
4.4
|
This deed, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and each of the parties agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this deed or its subject matter
|
Executed as a deed by
|
)
|
|
|
SUMMIT THEREPEUTICS PLC
|
)
|
|
|
on being signed by
|
)
|
…/s/ Glyn Edwards……………………………
|
|
…Glyn Edwards…………………………
|
)
|
Director
|
|
in the presence of:
|
)
|
|
|
|
|||
Signature of witness:
|
…/s/ Melissa Strange…………………………………
|
||
Name:
|
…Melissa Strange……………………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
Accountant……………………………………
|
Signed as a deed by
|
)
|
|
|
FRANK ARMSTRONG
|
)
|
…/s/ Frank Armstrong………………………
|
|
in the presence of:
|
)
|
|
|
Name of witness:
|
…Lee Hamill…………………………………
|
||
Signature of witness:
|
…/s/ Lee Hamill…………………………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
…Accountant…………………………
|
Exhibit 4.30
|
|
DATE: 6 DECEMBER 2019
|
|
DEED OF TERMINATION OF APPOINTMENT AS A DIRECTOR
|
|
|
|
Between
SUMMIT THERAPEUTICS PLC
and
LEOPOLDO ZAMBELETTI
|
|
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
T +44 20 7367 3000
F +44 20 7367 2000
cms.law
|
(1)
|
SUMMIT THERAPEUTICS PLC (incorporated and registered in England and Wales under registration number 05197494), the registered office of which is at 136a Eastern Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SB, United Kingdom (the “Company”); and
|
(2)
|
LEOPOLDO ZAMBELETTI, of [**] (the “Resigning Director”).
|
(A)
|
The Resigning Director is a director of the Company.
|
(B)
|
The Resigning Director and the Company have agreed to enter into this deed in connection with the termination, subject to Admission (as defined below) becoming effective, of the Resigning Director’s appointment as a director of the Company.
|
1.1
|
In this deed:
|
1.1.1
|
“Admission” means admission of the New Ordinary Shares to trading on the AIM market of the London Stock Exchange Plc becoming effective in accordance with Rule 6 of the AIM Rules for Companies;
|
1.1.2
|
“associated company” has the same meaning as in section 435(6) of the Insolvency Act 1986.
|
1.1.3
|
“Circular” means the circular of the Company dated 6 December 2019;
|
1.1.4
|
“Deed of Indemnity” means the deed of indemnity entered into between the Resigning Director and the Company and dated 16 November 2015.
|
1.1.5
|
“New Ordinary Shares” means the 175,378,450 new ordinary shares of £0.01 each in the capital of the Company to be issued in connection with the arrangements described in the Circular;
|
1.1.6
|
“subsidiary” has the same meaning as in section 1159 of the Companies Act 2006.
|
1.1.7
|
The headings and sub-headings are for convenience only and shall not affect the construction of this deed.
|
1.1.8
|
References to “the parties” or to a “party” are to parties (or a party) to this deed and include the parties’ successors.
|
1.1.9
|
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.
|
2.
|
CONDITION
|
2.1
|
The provisions of this deed shall be conditional on, and shall take effect upon, Admission becoming effective.
|
2.2
|
If Admission has not taken place on or before 31 December 2019, this deed shall lapse and the Resigning Director’s appointment as a director of the Company shall continue unless otherwise terminated.
|
3.
|
RESIGNATION, RELEASE AND WAIVER OF RIGHTS
|
2.1
|
In connection with the proposed subscription for New Ordinary Shares by Robert W. Duggan described in the Circular, the Resigning Director hereby resigns as a director of the Company with effect from and upon Admission.
|
2.2
|
Subject as stated in clause 3.4 below, except for:
|
3.2.1
|
the right to acquire shares in the Company pursuant to any grant to the Resigning Director of ‘Restricted Stock Units’ in accordance with the Company’s approved Directors’ Remuneration Policy, whether or not the right to acquire such shares has yet become exercisable in accordance with its terms;
|
3.2.2
|
outstanding director fees and expenses (if any) properly due; and
|
3.2.3
|
outstanding sums (if any) properly due pursuant to the Deed of Indemnity,
|
2.3
|
Subject as stated in clause 3.4 below, the Company confirms that it has no claim outstanding against the Resigning Director but to the extent that any such claim exists or may exist, and whether or not the Company is aware of the grounds for bringing it, the Company irrevocably waives such claims and releases the Resigning Director from any liability whatsoever in respect of it.
|
2.4
|
Neither the waiver in clause 3.2 nor in clause 3.3 applies to any claim in relation to which a valid waiver must comply with statutory requirements under the Employment Rights Act 1996, but the Resigning Director acknowledges and represents that there are no such claims and the Company acknowledges and represents that there are no such claims against the Resigning Director.
|
4.
|
MISCELLANEOUS
|
4.1
|
This deed may be executed in counterparts and by the parties on different counterparts. Each counterpart shall constitute an original of this deed but all the counterparts shall together constitute one and the same deed.
|
4.2
|
Nothing in this deed is intended to confer on any person any right to enforce any term of this deed which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
|
4.3
|
Each party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this deed.
|
4.4
|
This deed, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and each of the parties agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this deed or its subject matter
|
Executed as a deed by
|
)
|
|
|
SUMMIT THEREPEUTICS PLC
|
)
|
|
|
on being signed by
|
)
|
…/s/ Glyn Edwards…………………………
|
|
…Glyn Edwards…………………………
|
)
|
Director
|
|
in the presence of:
|
)
|
|
|
|
|||
Signature of witness:
|
…/s/ Melissa Strange……………
|
||
Name:
|
…Melissa Strange………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
…Accountant ……………………
|
Signed as a deed by
|
)
|
|
|
LEOPOLDO ZAMBELETTI
|
)
|
/s/ Leopoldo Zambeletti……………………
|
|
in the presence of:
|
)
|
|
|
Name of witness:
|
…Ilaria Bernardini de Pace ………………
|
||
Signature of witness:
|
/s/ Ilaria Bernardini de Pace………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
…Writer…………………………………
|
Exhibit 4.31
|
|
DATE: 6 DECEMBER 2019
|
|
DEED OF TERMINATION OF APPOINTMENT AS A DIRECTOR
|
|
|
|
Between
SUMMIT THERAPEUTICS PLC
and
DAVID WURZER
|
|
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
T +44 20 7367 3000
F +44 20 7367 2000
cms.law
|
(1)
|
SUMMIT THERAPEUTICS PLC (incorporated and registered in England and Wales under registration number 05197494), the registered office of which is at 136a Eastern Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SB, United Kingdom (the “Company”); and
|
(2)
|
DAVID WURZER, of [**] (the “Resigning Director”).
|
(A)
|
The Resigning Director is a director of the Company.
|
(B)
|
The Resigning Director and the Company have agreed to enter into this deed in connection with the termination, subject to Admission (as defined below) becoming effective, of the Resigning Director’s appointment as a director of the Company.
|
1.1
|
In this deed:
|
1.1.1
|
“Admission” means admission of the New Ordinary Shares to trading on the AIM market of the London Stock Exchange Plc becoming effective in accordance with Rule 6 of the AIM Rules for Companies;
|
1.1.2
|
“associated company” has the same meaning as in section 435(6) of the Insolvency Act 1986.
|
1.1.3
|
“Circular” means the circular of the Company dated 6 December 2019;
|
1.1.4
|
“Deed of Indemnity” means the deed of indemnity entered into between the Resigning Director and the Company and dated 16 November 2015.
|
1.1.5
|
“New Ordinary Shares” means the 175,378,450 new ordinary shares of £0.01 each in the capital of the Company to be issued in connection with the arrangements described in the Circular;
|
1.1.6
|
“subsidiary” has the same meaning as in section 1159 of the Companies Act 2006.
|
1.1.7
|
The headings and sub-headings are for convenience only and shall not affect the construction of this deed.
|
1.1.8
|
References to “the parties” or to a “party” are to parties (or a party) to this deed and include the parties’ successors.
|
1.1.9
|
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.
|
2.
|
CONDITION
|
2.1
|
The provisions of this deed shall be conditional on, and shall take effect upon, Admission becoming effective.
|
2.2
|
If Admission has not taken place on or before 31 December 2019, this deed shall lapse and the Resigning Director’s appointment as a director of the Company shall continue unless otherwise terminated.
|
3.
|
RESIGNATION, RELEASE AND WAIVER OF RIGHTS
|
3.1
|
In connection with the proposed subscription for New Ordinary Shares by Robert W. Duggan described in the Circular, the Resigning Director hereby resigns as a director of the Company with effect from and upon Admission.
|
3.2
|
Subject as stated in clause 3.4 below, except for:
|
3.2.1
|
the right to acquire shares in the Company pursuant to any grant to the Resigning Director of ‘Restricted Stock Units’ in accordance with the Company’s approved Directors’ Remuneration Policy, whether or not the right to acquire such shares has yet become exercisable in accordance with its terms;
|
3.2.2
|
outstanding director fees and expenses (if any) properly due; and
|
3.2.3
|
outstanding sums (if any) properly due pursuant to the Deed of Indemnity,
|
3.3
|
Subject as stated in clause 3.4 below, the Company confirms that it has no claim outstanding against the Resigning Director but to the extent that any such claim exists or may exist, and whether or not the Company is aware of the grounds for bringing it, the Company irrevocably waives such claims and releases the Resigning Director from any liability whatsoever in respect of it.
|
3.4
|
Neither the waiver in clause 3.2 nor in clause 3.3 applies to any claim in relation to which a valid waiver must comply with statutory requirements under the Employment Rights Act 1996, but the Resigning Director acknowledges and represents that there are no such claims and the Company acknowledges and represents that there are no such claims against the Resigning Director.
|
4.
|
MISCELLANEOUS
|
4.1
|
This deed may be executed in counterparts and by the parties on different counterparts. Each counterpart shall constitute an original of this deed but all the counterparts shall together constitute one and the same deed.
|
4.2
|
Nothing in this deed is intended to confer on any person any right to enforce any term of this deed which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
|
4.3
|
Each party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this deed.
|
4.4
|
This deed, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and each of the parties agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this deed or its subject matter
|
Executed as a deed by
|
)
|
|
|
SUMMIT THEREPEUTICS PLC
|
)
|
|
|
on being signed by
|
)
|
…/s/ Glyn Edwards……………………………
|
|
…GLYN EDWARDS……………………
|
)
|
Director
|
|
in the presence of:
|
)
|
|
|
|
|||
Signature of witness:
|
…/s/ Melissa Strange…………………………………
|
||
Name:
|
…Melissa Strange…………………………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
…Accountant…………………………………
|
Signed as a deed by
|
)
|
|
|
DAVID WURZER
|
)
|
…/s/ David Wurzer………………………
|
|
in the presence of:
|
)
|
|
|
Name of witness:
|
…Peter Longo…………………………………
|
||
Signature of witness:
|
…/s/ Peter Longo…………………………………
|
||
Address:
|
……………………………………
|
||
|
……………………………………
|
||
Occupation:
|
…Senior Managing Director, Investments…………………………
|
1.
|
Your appointment as non-executive director shall take effect from Admission (the “Effective Date”) and will continue until terminated by mutual agreement of the parties or by either party giving written notice to the other, such notice to be effective immediately. For the avoidance of doubt, your appointment shall also be subject to the Articles of Association of the Company from time to time in force (including without limitation any provisions requiring that directors retire and seek re-election) as well as the provisions of applicable legislation including the Companies Acts. The Company’s Articles of Association currently require one third of the directors to retire by rotation and seek re-election at each AGM, with each director being subject to re-election at intervals of not more than three years.
|
2.
|
You undertake that in performing any of your duties for the Company pursuant to the terms of this letter, you will not be in breach of any agreement with a third party (written or oral) or other obligation binding on you.
|
3.
|
Your appointment will terminate forthwith without any entitlement to compensation (save as regard any unpaid fees accrued up to the date of such termination) if:
|
1.
|
you are not reappointed as a director of the Company at its next Annual General Meeting; or
|
2.
|
you are removed as a director by resolution passed at a General Meeting or otherwise as permitted by the Companies Act; or
|
3.
|
you fail to be re-appointed following retirement by rotation pursuant to the Company’s Articles of Association;
|
4.
|
you are adjudged bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the Insolvency Act 1986 or Title 11 of the United States Code; or
|
5.
|
you infringe the Bribery Act 2010, the US Foreign Corrupt Practices Act, or any Company or Group policy or procedure relating to bribery and/or corruption, including the Company’s Code of Business Conduct and Ethics, or any rules or regulations imposed by any regulatory or other external authority (including the London Stock Exchange, the Financial Conduct Authority and the US Securities and Exchange Commission) or professional body applicable to your employment or which regulate the performance of your duties, or any code of practice issued by the Company, or you fail to possess any qualification or meet any condition or requirement laid down by any applicable regulatory authority professional body or legislation; or
|
6.
|
you are or become incapacitated from any cause whatsoever from efficiently performing your duties hereunder for 180 days in aggregate in any period of 12 months; or
|
7.
|
you shall be or become prohibited by law from being a director.
|
4.
|
You will forthwith resign as a director of the Company upon the expiry or termination of this letter howsoever arising. You hereby irrevocably appoint any other director of the Company from time to time to be your attorney to execute any documents and do anything in your name to effect your resignation as a director of the Company should you fail to so resign.
|
5.
|
Non-executive directors have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The Board’s role is to:
|
1.
|
promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society;
|
2.
|
establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned;
|
3.
|
act with integrity, lead by example and promote the desired culture;
|
4.
|
ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them;
|
5.
|
establish a framework of prudent and effective controls, which enable risk to be assessed and managed;
|
6.
|
ensure effective engagement with, and encourage participation from shareholders and stakeholders; and
|
7.
|
ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
|
6.
|
You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
|
1.
|
the likely consequences of any decision in the long term;
|
2.
|
the interests of the Company's employees;
|
3.
|
the need to foster the Company's business relationships with suppliers, customers and others;
|
4.
|
the impact of the Company's operations on the community and the environment;
|
5.
|
the desirability of the Company maintaining a reputation for high standards of business conduct; and
|
6.
|
the need to act fairly as between the members of the Company.
|
7.
|
In your role as a non-executive director, you shall also be required to:
|
1.
|
provide constructive challenge, strategic guidance, offer specialist advice and hold management to account;
|
2.
|
scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
|
3.
|
have a role in appointing and, where necessary, removing executive directors and in succession planning;
|
4.
|
take opportunities such as attendance at general and other meetings, to understand shareholder concerns and to meet with key customers and members of the workforce from all levels of the organisation to have an understanding of the business and its relationships with significant stakeholders;
|
5.
|
uphold the highest standards of integrity and support the chairman of the Board in instilling the appropriate values, behaviours and culture in the boardroom and beyond; and
|
6.
|
disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles of Association you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
|
8.
|
You shall act in good faith and exercise all reasonable skill and care in the performance of your duties. You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the AIM Rules for Companies, the
|
9.
|
You will return all property and documents of the Company or any Group Company in your possession on the expiry or termination of this appointment and will delete permanently from any computer or device owned by you or over which you have control (including any personal computer, laptop computer, computer server, computer network, personal digital assistant, mobile telephone, memory, disk or any other storage medium) information relating to the Company or any Group Company or any duties or work you have carried out for the Company or any Group Company.
|
10.
|
You will be entitled to payment for your services as a non-executive director at the rate of £35,000/US equivalent per annum, such fee to accrue from day to day and to be payable quarterly in arrears, subject to the deduction of tax and National Insurance contributions as required by law and where applicable any federal, state and/or local withholding obligations (including income taxes and the employee portion of employment taxes) in the United States. In addition to such fee, you are also eligible to receive an annual grant of RSUs in the form of nominal-cost options. The RSUs have a one-year vesting period. There are no performance conditions attached to these awards and there is no risk of forfeiture. You will not participate in any Group bonus schemes or in any other benefit in kind arrangements of the Group, nor will you be entitled to any compensation for loss of office.
|
11.
|
In addition, you will be entitled to be repaid all travel and other reasonable expenses in line with the company's expense policy properly incurred in connection with your duties as non-executive director, provided that you provide evidence of payment.
|
12.
|
The Company will continue with any directors' and officers' liability insurance already in place for your benefit. Your participation in such insurance is subject always to the terms, conditions and limitations of such insurance cover, a copy of which can be obtained from the Company Secretary. The Company shall grant you a deed of indemnity against certain liabilities that may be incurred as a result of your office to the extent permitted by section 234 of the Companies Act 2006.
|
13.
|
You will be expected to devote such time as is necessary for the proper performance of your duties. As a non-executive director, you will have the general fiduciary duties and the duty of skill and care expected of every director, and will attend periodic Board meetings and/or the meetings of such committee(s) to which you may be appointed a member unless you are too ill to attend or your absence has otherwise been excused. It is expected that you will attend no less than five out of the six planned Board meetings which are held every other month. You will also be expected to devote appropriate preparation time ahead of such meetings. In carrying out your duties, you shall have particular regard to the Articles of Association of the Company from time to time in force and any specific authority delegated by the Board. By accepting this appointment
|
14.
|
During the course of your appointment you may have access to and become familiar with various secret and confidential information of the Company as set out in this paragraph. You must not at any time whether before or after the termination of your appointment with the Company disclose to any person firm company or organisation whatsoever nor use, print, publish or make use of any secret or confidential information, matter or thing relating to the Company or the business thereof except in the proper performance of your duties or with the prior written consent of the Board or as required by law. For the purposes of this paragraph, confidential information shall include but not be limited to customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers.
|
15.
|
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality which are attendant on the office of director. In particular, save in the proper performance of your duties, you will not make use or disclose to any person any Confidential Information. You must at all times comply with the Company’s Code of Business Conduct and Ethics and the Company’s Disclosure Policy in relation to Confidential Information.
|
16.
|
Nothing in paragraph 16 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998 and any relevant US whistleblowing legislation, provided that the disclosure is made in accordance with the provisions of that legislation and you have complied with the Company's policy from time to time in force regarding such disclosures (currently contained in the Company’s Code of Business Conduct and Ethics).
|
17.
|
Your attention is drawn to the requirements under both law and regulation as to the disclosure of inside information, in particular to Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements that might risk a breach of these requirements.
|
18.
|
During your period of appointment you are required to comply with the provisions of Article 19 of the Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, US federal securities laws in relation to insider trading, the Company's Insider Trading and Pre-Clearance Policy, and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company’s publicly traded or quoted securities.
|
19.
|
You will comply with all lawful and reasonable directions of the Board and all rules and regulations of the Company, including without limitation, regulations with respect to confidentiality, dealings in shares and notifications required to be made by a director to the Company or any relevant regulatory body, whether under the Companies Acts, the Market Abuse Regulation (596/2014/EU), the Articles of Association or
|
1.
|
when required to do so by the Companies Acts, the Financial Services and Markets Act 2000 or other relevant legislation;
|
2.
|
when required to do so by the rules or practice of the London Stock Exchange or the US Securities and Exchange Commission (as applicable);
|
3.
|
when required to do so by the City Code on Takeovers and Mergers, the AIM Rules for Companies or the Nasdaq listing rules (as applicable); and
|
4.
|
in any event, in the terms set out in the Statement of Adherence to Directors’ Responsibilities which will be printed in the Company’s Report and Accounts.
|
20.
|
Nothing in this letter is deemed to make you an employee of the Company.
|
21.
|
By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 2018) including, as appropriate:
|
1.
|
information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work; or
|
2.
|
your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or
|
3.
|
information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
22.
|
Any reference in this letter to:-
|
1.
|
“the Board” shall mean the Board of Directors of the Company from time to time or any director or any committee of the Board duly appointed by it to act on its behalf;
|
2.
|
"Code" means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
|
3.
|
“the Companies Acts” means every statute from time to time in force concerning companies insofar as it applies to the Company and/or any Group Company;
|
4.
|
“Confidential Information” shall include information concerning the Company’s (and any Group Company’s):
|
(a)
|
finances, business transactions, research activities, dealings and affairs and prospective business transactions;
|
(b)
|
customers, including, without limitation, customer lists, customer identities and customer requirements;
|
(c)
|
existing and planned product lines, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers);
|
(d)
|
the technology or methodology associated with the concepts, products and services of any company in the Group;
|
(e)
|
business plans and sales and marketing information, plans and strategies;
|
(f)
|
computer systems, source codes and software;
|
(g)
|
the rights in all Intellectual Property;
|
(h)
|
directors, officers, employees and shareholders; and
|
(i)
|
the identities or lists of suppliers, licensors, licensees, agents, distributors or contractors (both current and those who were customers, suppliers, licensors, licensees, agents, distributors or contractors during the previous two years) of any company in the Group;
|
5.
|
"Group" means Summit Therapeutics plc any company or corporation which is a holding company for the time being of Summit Therapeutics plc, or a subsidiary for the time being of Summit Therapeutics plc or of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 1159, Companies Act 2006 as amended), or any company which is designated as being within the Group by the directors of the Board of the Company; and
|
6.
|
“Group Company” means a company within the Group (as defined above).
|
23.
|
The terms of this letter shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction for all matters arising under it.
|
24.
|
This letter may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
|
EXECUTED and DELIVERED as a DEED by
|
)
|
|
||
SUMMIT THERAPEUTICS PLC
|
)
|
/s/ Glyn Edwards……………………………
|
||
acting by:
|
)
|
Director
|
||
|
)
|
|
||
|
|
)
|
…/s/Melissa Strange………………………
|
|
|
|
Secretary
|
||
|
|
|
||
EXECUTED and DELIVERED
|
)
|
|
||
as a DEED by ROBERT DUGGAN
|
)
|
…/s/ Robert Duggan…………………………
|
||
in the presence of:
|
)
|
|
||
Signature of witness:
|
…/s/ Catherine Zwan………………………………
|
|||
Print name of witness:
|
…Catherine Zwan…………………………………
|
|||
Print address of witness:
|
……………………………………
|
|||
|
……………………………………
|
|||
Print occupation of witness:
|
Executive Assistant……………………………
|
1.
|
Your appointment as non-executive director shall take effect from Admission (the “Effective Date”) and will continue until terminated by mutual agreement of the parties or by either party giving written notice to the other, such notice to be effective immediately. For the avoidance of doubt, your appointment shall also be subject to the Articles of Association of the Company from time to time in force (including without limitation any provisions requiring that directors retire and seek re-election) as well as the provisions of applicable legislation including the Companies Acts. The Company’s Articles of Association currently require one third of the directors to retire by rotation and seek re-election at each AGM, with each director being subject to re-election at intervals of not more than three years.
|
2.
|
You undertake that in performing any of your duties for the Company pursuant to the terms of this letter, you will not be in breach of any agreement with a third party (written or oral) or other obligation binding on you.
|
3.
|
Your appointment will terminate forthwith without any entitlement to compensation (save as regard any unpaid fees accrued up to the date of such termination) if:
|
3.1.
|
you are not reappointed as a director of the Company at its next Annual General Meeting; or
|
3.2.
|
you are removed as a director by resolution passed at a General Meeting or otherwise as permitted by law; or
|
3.3.
|
you cease to be a director by reason of your vacating office pursuant to any provision of the Company's Articles of Association; or
|
3.4.
|
you fail to be re-appointed following retirement by rotation pursuant to the Company’s Articles of Association; or
|
3.5.
|
you are adjudged bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the Insolvency Act 1986 or Title 11 of the United States Code; or
|
3.6.
|
you are guilty of any misconduct or commit any serious or persistent breach of any of your obligations to the Company or any Group Company; or
|
3.7.
|
you infringe the Bribery Act 2010, the US Foreign Corrupt Practices Act, or any Company or Group policy or procedure relating to bribery and/or corruption, including the Company’s Code of Business Conduct and Ethics, or any rules or regulations imposed by any regulatory or other external authority (including the London Stock Exchange, the Financial Conduct Authority and the US Securities and Exchange Commission) or professional body applicable to your employment or which regulate the performance of your duties, or any code of practice issued by the Company, or you fail to possess any qualification or meet any condition or requirement laid down by any applicable regulatory authority professional body or legislation; or
|
3.8.
|
you are guilty of any conduct tending in the reasonable opinion of the Board to bring yourself or the Company or any Group Company into disrepute; or
|
3.9.
|
you are or become incapacitated from any cause whatsoever from efficiently performing your duties hereunder for 90 days in aggregate in any period of 12 months; or
|
3.10.
|
you shall be or become prohibited by law from being a director.
|
4.
|
You will forthwith resign as a director of the Company upon the expiry or termination of this Agreement howsoever arising. You hereby irrevocably appoint any other director of the Company from time to time to be your attorney to execute any documents and do anything in your name to effect your resignation as a director of the Company should you fail to so resign.
|
5.
|
Non-executive directors have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience.
|
5.1
|
promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society;
|
5.2
|
establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned;
|
5.3
|
act with integrity, lead by example and promote the desired culture;
|
5.4
|
ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them;
|
5.5
|
establish a framework of prudent and effective controls, which enable risk to be assessed and managed;
|
5.6
|
ensure effective engagement with, and encourage participation from shareholders and stakeholders; and
|
5.7
|
ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
|
6.
|
You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
|
6.1
|
the likely consequences of any decision in the long term;
|
6.2
|
the interests of the Company's employees;
|
6.3
|
the need to foster the Company's business relationships with suppliers, customers and others;
|
6.4
|
the impact of the Company's operations on the community and the environment;
|
6.5
|
the desirability of the Company maintaining a reputation for high standards of business conduct; and
|
6.6
|
the need to act fairly as between the members of the Company.
|
7.
|
In your role as a non-executive director, you shall also be required to:
|
7.1
|
provide constructive challenge, strategic guidance, offer specialist advice and hold management to account;
|
7.2
|
scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
|
7.3
|
have a role in appointing and, where necessary, removing executive directors and in succession planning;
|
7.4
|
take opportunities such as attendance at general and other meetings, to understand shareholder concerns and to meet with key customers and members of the workforce from all levels of the organisation to have an understanding of the business and its relationships with significant stakeholders;
|
7.5
|
uphold the highest standards of integrity and support the chairman of the Board in instilling the appropriate values, behaviours and culture in the boardroom and beyond; and
|
7.6
|
disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles of Association you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
|
8.
|
You shall act in good faith and exercise all reasonable skill and care in the performance of your duties. You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the AIM Rules for Companies, the Financial Conduct Authority’s Prospectus Rules and Disclosure Guidance and Transparency Rules, and the Market Abuse Regulation (596/2014/EU). You shall have particular regard to the Corporate Governance Code as adopted by the Board and associated Financial Reporting Council’s Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. You are also required to comply with the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the US Securities and Exchange Commission and Nasdaq’s listing standards.
|
9.
|
You will return all property and documents of the Company or any Group Company in your possession on the expiry or termination of this appointment and will delete permanently from any computer or device owned by you or over which you have control (including any personal computer, laptop computer, computer server, computer network, personal digital assistant, mobile telephone, memory, disk or any other storage medium) information relating to the Company or any Group Company or any duties or work you have carried out for the Company or any Group Company.
|
10.
|
You will be entitled to payment for your services as a non-executive director at the rate of £35,000 (or USD equivalent) per annum and a further £10,000 (or USD equivalent) per annum for your role as Chair of the Audit Committee, such fee to accrue from day to day and to be payable quarterly in arrears, subject to the deduction of tax and National Insurance contributions as required by law and where applicable any federal, state and/or local withholding obligations (including income taxes and the employee portion of employment taxes) in the United States. In addition to such fee, you are also eligible to receive an annual grant of RSUs in the form of nominal-cost options. The RSUs have a one-year vesting period. There are no performance conditions attached to these awards and there is no risk of forfeiture. You will not participate in any Group bonus schemes or in any other benefit in kind arrangements of the Group, nor will you be entitled to any compensation for loss of office.
|
11.
|
In addition, you will be entitled to be repaid all travel and other reasonable expenses in line with the company's expense policy properly incurred in connection with your duties as non-executive director, provided that you provide evidence of payment.
|
12.
|
You hereby indemnify the Company in respect of any claims or demands that may be made by the relevant authorities against the Company in respect of income tax or National Insurance Contributions relating to
|
13.
|
The Company will continue with any directors' and officers' liability insurance already in place for your benefit. Your participation in such insurance is subject always to the terms, conditions and limitations of such insurance cover, a copy of which can be obtained from the Company Secretary. The Company shall grant you a deed of indemnity against certain liabilities that may be incurred as a result of your office to the extent permitted by section 234 of the Companies Act 2006.
|
14.
|
You will be expected to devote such time as is necessary for the proper performance of your duties. As a non-executive director, you will have the general fiduciary duties and the duty of skill and care expected of every director, and will attend periodic Board meetings and/or the meetings of such committee(s) to which you may be appointed a member unless you are too ill to attend or your absence has otherwise been excused. It is expected that you will attend no less than five out of the six planned Board meetings which are held every other month. You will also be expected to devote appropriate preparation time ahead of such meetings. In carrying out your duties, you shall have particular regard to the Articles of Association of the Company from time to time in force and any specific authority delegated by the Board. By accepting this appointment you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should obtain the agreement of the chairman of the Board before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
|
15.
|
During the term of your appointment you may not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged, concerned or interested in, or hold any office in, any business or undertaking which competes with any of the businesses of the Group in the fields of research, development and commercialisation of antibiotics and microbiome related research. However, this shall not prohibit you from holding (directly or through nominees) investments listed or admitted to trading on the Official List or on AIM or on any other recognised investment exchange so long as you do not hold more than 5 per cent of the issued shares or other securities of any class of any one company without the prior sanction of a resolution of the Board. You must at all times comply with the Company’s Related Party Transactions Policy.
|
16.
|
During the course of your appointment you may have access to and become familiar with various secret and confidential information of the Company as set out in this paragraph. You must not at any time whether before or after the termination of your appointment with the Company disclose to any person firm company or organisation whatsoever nor use, print, publish or make use of any secret or confidential information, matter or thing relating to the Company or the business thereof except in the proper performance of your duties or with the prior written consent of the Board or as required by law. For the purposes of this paragraph, confidential information shall include but not be limited to customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers.
|
17.
|
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality which are attendant on the office of director. In particular, save in the proper performance of your duties, you will not make use or disclose to any person any Confidential Information and will use your best endeavours to ensure that no other person improperly makes use of or discloses such Confidential Information. You must at all times comply with the Company’s Code of Business Conduct and Ethics and the Company’s Disclosure Policy in relation to Confidential Information.
|
18.
|
Nothing in paragraph 16 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998 and any relevant US whistleblowing legislation, provided that the disclosure is made in accordance with the provisions of that legislation and you have complied with the Company's policy from time to time in force regarding such disclosures (currently contained in the Company’s Code of Business Conduct and Ethics).
|
19.
|
Your attention is drawn to the requirements under both law and regulation as to the disclosure of inside information, in particular to Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements that might risk a breach of these requirements.
|
20.
|
During your period of appointment you are required to comply with the provisions of Article 19 of the Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, US federal securities laws in relation to insider trading, the Company's Insider Trading and Pre-Clearance Policy, and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company’s publicly traded or quoted securities.
|
21.
|
You will comply with all lawful and reasonable directions of the Board and all rules and regulations of the Company, including without limitation, regulations with respect to confidentiality, dealings in shares and notifications required to be made by a director to the Company or any relevant regulatory body, whether under the Companies Acts, the Market Abuse Regulation (596/2014/EU), the Articles of Association or otherwise. You will be required to accept responsibility publicly and, where necessary, in writing, for matters relating to the Company and the Group:
|
21.1
|
when required to do so by the Companies Acts, the Financial Services and Markets Act 2000 or other relevant legislation;
|
21.2
|
when required to do so by the rules or practice of the London Stock Exchange or the US Securities and Exchange Commission (as applicable);
|
21.3
|
when required to do so by the City Code on Takeovers and Mergers, the AIM Rules for Companies or the Nasdaq listing rules (as applicable); and
|
21.4
|
in any event, in the terms set out in the Statement of Adherence to Directors’ Responsibilities which will be printed in the Company’s Report and Accounts.
|
22.
|
Nothing in this letter is deemed to make you an employee of the Company.
|
23.
|
By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 2018) including, as appropriate:
|
23.1
|
information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work; or
|
23.2
|
your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or
|
23.3
|
information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
24.
|
Any reference in this agreement to:-
|
24.1
|
“the Board” shall mean the Board of Directors of the Company from time to time or any director or any committee of the Board duly appointed by it to act on its behalf;
|
24.2
|
"Code" means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
|
24.3
|
“the Companies Acts” means every statute from time to time in force concerning companies insofar as it applies to the Company and/or any Group Company;
|
24.4
|
“Confidential Information” shall include information concerning the Company’s (and any Group Company’s):
|
(a)
|
finances, business transactions, research activities, dealings and affairs and prospective business transactions;
|
(b)
|
customers, including, without limitation, customer lists, customer identities and customer requirements;
|
(c)
|
existing and planned product lines, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers);
|
(d)
|
the technology or methodology associated with the concepts, products and services of any company in the Group;
|
(e)
|
business plans and sales and marketing information, plans and strategies;
|
(f)
|
computer systems, source codes and software;
|
(g)
|
the rights in all Intellectual Property;
|
(h)
|
directors, officers, employees and shareholders; and
|
(i)
|
the identities or lists of suppliers, licensors, licensees, agents, distributors or contractors (both current and those who were customers, suppliers, licensors, licensees, agents, distributors or contractors during the previous two years) of any company in the Group;
|
24.5
|
"Group" means Summit Therapeutics plc any company or corporation which is a holding company for the time being of Summit Therapeutics plc, or a subsidiary for the time being of Summit Therapeutics plc or of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 1159, Companies Act 2006 as amended), or any company which is designated as being within the Group by the directors of the Board of the Company; and
|
24.6
|
“Group Company” means a company within the Group (as defined above).
|
25.
|
The terms of this letter shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction for all matters arising under it.
|
26.
|
This agreement may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
|
EXECUTED and DELIVERED as a DEED by
|
)
|
|
||
SUMMIT THERAPEUTICS PLC
|
)
|
/s/ Glyn Edwards……………………………
|
||
acting by:
|
)
|
Director
|
||
|
)
|
|
||
|
|
)
|
/s/ Melissa Strange…………………………
|
|
|
|
Secretary
|
||
|
|
|
||
EXECUTED and DELIVERED
|
)
|
|
||
as a DEED by MANMEET SONI
|
)
|
…/s/ Manmeet Soni………………………
|
||
in the presence of:
|
)
|
|
||
Signature of witness:
|
/s/ Ryan Flake……………………………………
|
|||
Print name of witness:
|
…Ryan Flake…………………………………
|
|||
Print address of witness:
|
……………………………………
|
|||
|
……………………………………
|
|||
Print occupation of witness:
|
…CFO…………………………………
|
1.
|
Your appointment as non-executive director shall take effect from Admission (the “Effective Date”) and will continue until terminated by mutual agreement of the parties or by either party giving written notice to the other, such notice to be effective immediately. For the avoidance of doubt, your appointment shall also be subject to the Articles of Association of the Company from time to time in force (including without limitation any provisions requiring that directors retire and seek re-election) as well as the provisions of applicable legislation including the Companies Acts. The Company’s Articles of Association currently require one third of the directors to retire by rotation and seek re-election at each AGM, with each director being subject to re-election at intervals of not more than three years.
|
2.
|
You undertake that in performing any of your duties for the Company pursuant to the terms of this letter, you will not be in breach of any agreement with a third party (written or oral) or other obligation binding on you.
|
3.
|
Your appointment will terminate forthwith without any entitlement to compensation (save as regard any unpaid fees accrued up to the date of such termination) if:
|
3.1
|
you are not reappointed as a director of the Company at its next Annual General Meeting; or
|
3.2
|
you are removed as a director by resolution passed at a General Meeting or otherwise as permitted by law; or
|
3.3
|
you cease to be a director by reason of your vacating office pursuant to any provision of the Company's Articles of Association; or
|
3.4
|
you fail to be re-appointed following retirement by rotation pursuant to the Company’s Articles of Association; or
|
3.5
|
you are adjudged bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the Insolvency Act 1986 or Title 11 of the United States Code; or
|
3.6
|
you are guilty of any misconduct or commit any serious or persistent breach of any of your obligations to the Company or any Group Company; or
|
3.7
|
you infringe the Bribery Act 2010, the US Foreign Corrupt Practices Act, or any Company or Group policy or procedure relating to bribery and/or corruption, including the Company’s Code of Business Conduct and Ethics, or any rules or regulations imposed by any regulatory or other external authority (including the London Stock Exchange, the Financial Conduct Authority and the US Securities and Exchange Commission) or professional body applicable to your employment or which regulate the performance of your duties, or any code of practice issued by the Company, or you fail to possess any qualification or meet any condition or requirement laid down by any applicable regulatory authority professional body or legislation; or
|
3.8
|
you are guilty of any conduct tending in the reasonable opinion of the Board to bring yourself or the Company or any Group Company into disrepute; or
|
3.9
|
you are or become incapacitated from any cause whatsoever from efficiently performing your duties hereunder for 90 days in aggregate in any period of 12 months; or
|
3.10
|
you shall be or become prohibited by law from being a director.
|
4.
|
You will forthwith resign as a director of the Company upon the expiry or termination of this agreement howsoever arising. You hereby irrevocably appoint any other director of the Company from time to time to be your attorney to execute any documents and do anything in your name to effect your resignation as a director of the Company should you fail to so resign.
|
5.
|
Non-executive directors have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The Board’s role is to:
|
5.1
|
promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society;
|
5.2
|
establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned;
|
5.3
|
act with integrity, lead by example and promote the desired culture;
|
5.4
|
ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them;
|
5.5
|
establish a framework of prudent and effective controls, which enable risk to be assessed and managed;
|
5.6
|
ensure effective engagement with, and encourage participation from shareholders and stakeholders; and
|
5.7
|
ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
|
6.
|
You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
|
6.1
|
the likely consequences of any decision in the long term;
|
6.2
|
the interests of the Company's employees;
|
6.3
|
the need to foster the Company's business relationships with suppliers, customers and others;
|
6.4
|
the impact of the Company's operations on the community and the environment;
|
6.5
|
the desirability of the Company maintaining a reputation for high standards of business conduct; and
|
6.6
|
the need to act fairly as between the members of the Company.
|
7.
|
In your role as a non-executive director, you shall also be required to:
|
7.1
|
provide constructive challenge, strategic guidance, offer specialist advice and hold management to account;
|
7.2
|
scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
|
7.3
|
have a role in appointing and, where necessary, removing executive directors and in succession planning;
|
7.4
|
take opportunities such as attendance at general and other meetings, to understand shareholder concerns and to meet with key customers and members of the workforce from all levels of the organisation to have an understanding of the business and its relationships with significant stakeholders;
|
7.5
|
uphold the highest standards of integrity and support the chairman of the Board in instilling the appropriate values, behaviours and culture in the boardroom and beyond; and
|
7.6
|
disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles of Association you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
|
8.
|
You shall act in good faith and exercise all reasonable skill and care in the performance of your duties. You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the AIM Rules for Companies, the Financial Conduct Authority’s Prospectus Rules and Disclosure Guidance and Transparency Rules, and the Market Abuse Regulation (596/2014/EU). You shall have particular regard to the Corporate Governance Code as adopted by the Board and associated Financial Reporting Council’s Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. You are also required to comply with the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the US Securities and Exchange Commission and Nasdaq’s listing standards.
|
9.
|
You will return all property and documents of the Company or any Group Company in your possession on the expiry or termination of this appointment and will delete permanently from any computer or device owned by you or over which you have control (including any personal computer, laptop computer, computer server, computer network, personal digital assistant, mobile telephone, memory, disk or any other storage medium) information relating to the Company or any Group Company or any duties or work you have carried out for the Company or any Group Company, except that you shall not be prevented from retaining any such information which has been created under an automatic IT back-up or internal disaster-recovery procedure.
|
10.
|
You will be entitled to payment for your services as a non-executive director at the rate of £35,000 (or USD equivalent) per annum and a further £5,000 (or USD equivalent) per annum should you be appointed to a Committee or a further £10,000 (or USD equivalent) per annum for any Committee you are appointed to as a chairperson, such fee to accrue from day to day and to be payable quarterly in arrears, subject to the deduction of tax and National Insurance contributions as required by law and where applicable any federal, state and/or local withholding obligations (including income taxes and the employee portion of employment taxes) in the United States. In addition to such fee, you are also eligible to receive an annual grant of RSUs in the form of nominal-cost options. The RSUs have a one-year vesting period. There are no performance conditions attached to these awards and there is no risk of forfeiture. You will not participate in any Group bonus schemes or in any other benefit in kind arrangements of the Group, nor will you be entitled to any compensation for loss of office.
|
11.
|
In addition, you will be entitled to be repaid all travel and other reasonable expenses in line with the company's expense policy properly incurred in connection with your duties as non-executive director, provided that you provide evidence of payment.
|
12.
|
You hereby indemnify the Company in respect of any claims or demands that may be made by the relevant authorities against the Company in respect of income tax or National Insurance Contributions relating to
|
13.
|
The Company will continue with any directors' and officers' liability insurance already in place for your benefit. Your participation in such insurance is subject always to the terms, conditions and limitations of such insurance cover, a copy of which can be obtained from the Company Secretary. The Company shall grant you a deed of indemnity against certain liabilities that may be incurred as a result of your office to the extent permitted by section 234 of the Companies Act 2006.
|
14.
|
You will be expected to devote such time as is necessary for the proper performance of your duties. As a non-executive director, you will have the general fiduciary duties and the duty of skill and care expected of every director, and will attend periodic Board meetings and/or the meetings of such committee(s) to which you may be appointed a member unless you are too ill to attend or your absence has otherwise been excused. It is expected that you will attend no less than five out of the six planned Board meetings which are held every other month. You will also be expected to devote appropriate preparation time ahead of such meetings. In carrying out your duties, you shall have particular regard to the Articles of Association of the Company from time to time in force and any specific authority delegated by the Board. By accepting this appointment you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You shall not accept any additional commitments unless you have notified the chairman of the Board in advance of such acceptance and such commitments do not detrimentally affect the time that you are required to devote to your role as a non-executive director of the Company.
|
15.
|
During the term of your appointment you may not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged or instructed by, or hold any office in, any business or undertaking which competes with any of the businesses of the Group in the fields of research, development and commercialisation of antibiotics and microbiome related antibiotic research. However, this shall not prohibit you from holding (directly or through nominees) investments listed or admitted to trading on the Official List or on AIM or on any other recognised investment exchange so long as you do not hold more than 5 per cent of the issued shares or other securities of any class of any one company without the prior sanction of a resolution of the Board. You must at all times comply with the Company’s Related Party Transactions Policy.
|
16.
|
During the course of your appointment you may have access to and become familiar with various secret and confidential information of the Company as set out in this paragraph. You must not at any time whether before or after the termination of your appointment with the Company disclose to any person firm company or organisation whatsoever nor use, print, publish or make use of any secret or confidential information, matter or thing relating to the Company or the business thereof except in the proper performance of your duties or with the prior written consent of the Board or as required by law. For the purposes of this paragraph, confidential information shall include but not be limited to customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers.
|
17.
|
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality which are attendant on the office of director. In particular, save in the proper performance of your duties, you will not make use or disclose to any person any Confidential Information and will use your best endeavours to ensure that no other person improperly makes use of or discloses such Confidential Information. You must at all times comply with the Company’s Code of Business Conduct and Ethics and the Company’s Disclosure Policy in relation to Confidential Information.
|
18.
|
Nothing in paragraphs 16 or 17 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998 and any relevant US whistleblowing legislation, provided that the disclosure is made in accordance with the provisions of that legislation and you have complied with the Company's policy from time to time in force regarding such disclosures (currently contained in the Company’s Code of Business Conduct and Ethics).
|
19.
|
Your attention is drawn to the requirements under both law and regulation as to the disclosure of inside information, in particular to Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements that might risk a breach of these requirements.
|
20.
|
During your period of appointment you are required to comply with the provisions of Article 19 of the Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, US federal securities laws in relation to insider trading, the Company's Insider Trading and Pre-Clearance Policy, and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company’s publicly traded or quoted securities.
|
21.
|
You will comply with all lawful and reasonable directions of the Board and all rules and regulations of the Company, including without limitation, regulations with respect to confidentiality, dealings in shares and notifications required to be made by a director to the Company or any relevant regulatory body, whether under the Companies Acts, the Market Abuse Regulation (596/2014/EU), the Articles of Association or otherwise. You will be required to accept responsibility publicly and, where necessary, in writing, for matters relating to the Company and the Group:
|
21.1
|
when required to do so by the Companies Acts, the Financial Services and Markets Act 2000 or other relevant legislation;
|
21.2
|
when required to do so by the rules or practice of the London Stock Exchange or the US Securities and Exchange Commission (as applicable);
|
21.3
|
when required to do so by the City Code on Takeovers and Mergers, the AIM Rules for Companies or the Nasdaq listing rules (as applicable); and
|
21.4
|
in any event, in the terms set out in the Statement of Adherence to Directors’ Responsibilities which will be printed in the Company’s Report and Accounts.
|
22.
|
Nothing in this letter is deemed to make you an employee of the Company.
|
23.
|
By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of sensitive personal data (as defined in the Data Protection Act 2018) including, as appropriate:
|
23.1
|
information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
24.
|
You consent to the Company making such information available to any Group Company, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which you work. You also consent to the transfer of such information to the Company's business contacts outside the European Economic Area in connection with the business carried on by the Company.
|
25.
|
Any reference in this agreement to:-
|
25.1
|
“the Board” shall mean the Board of Directors of the Company from time to time or any director or any committee of the Board duly appointed by it to act on its behalf;
|
25.2
|
"Code" means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
|
25.3
|
“the Companies Acts” means every statute from time to time in force concerning companies insofar as it applies to the Company and/or any Group Company;
|
25.4
|
“Confidential Information” shall include information concerning the Company’s (and any Group Company’s):
|
(a)
|
finances, business transactions, research activities, dealings and affairs and prospective business transactions;
|
(b)
|
customers, including, without limitation, customer lists, customer identities and customer requirements;
|
(c)
|
existing and planned product lines, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers);
|
(d)
|
the technology or methodology associated with the concepts, products and services of any company in the Group;
|
(e)
|
business plans and sales and marketing information, plans and strategies;
|
(f)
|
computer systems, source codes and software;
|
(g)
|
the rights in all Intellectual Property;
|
(h)
|
directors, officers, employees and shareholders; and
|
(i)
|
the identities or lists of suppliers, licensors, licensees, agents, distributors or contractors (both current and those who were customers, suppliers, licensors, licensees, agents, distributors or contractors during the previous two years) of any company in the Group;
|
25.5
|
"Group" means Summit Therapeutics plc any company or corporation which is a holding company for the time being of Summit Therapeutics plc, or a subsidiary for the time being of Summit Therapeutics plc or of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 1159, Companies Act 2006 as amended), or any company which is designated as being within the Group by the directors of the Board of the Company; and
|
25.6
|
“Group Company” means a company within the Group (as defined above).
|
26.
|
The terms of this letter shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction for all matters arising under it.
|
27.
|
This agreement may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
|
EXECUTED and DELIVERED as a DEED by
|
)
|
|
||
SUMMIT THERAPEUTICS PLC
|
)
|
/s/ Glyn Edwards……………………………
|
||
acting by:
|
)
|
Director
|
||
|
)
|
|
||
|
|
)
|
/s/ Melissa Strange………………………
|
|
|
|
Secretary
|
||
|
|
|
||
EXECUTED and DELIVERED
|
)
|
|
||
as a DEED by ELAINE STRACKER
|
)
|
/s/ Elaine Stracker……………………………
|
||
in the presence of:
|
)
|
|
||
Signature of witness:
|
/s/ Mahkam Zanganeh…………………………………
|
|||
Print name of witness:
|
Mahkam Zanganeh…………………………………
|
|||
Print address of witness:
|
……………………………………
|
|||
|
……………………………………
|
|||
Print occupation of witness:
|
…CEO of Consulting / Investment Firm…………………
|
1.
|
Your appointment as non-executive director shall take effect from Admission (the “Effective Date”) and will continue until terminated by mutual agreement of the parties or by either party giving written notice to the other, such notice to be effective immediately. For the avoidance of doubt, your appointment shall also be subject to the Articles of Association of the Company from time to time in force (including without limitation any provisions requiring that directors retire and seek re-election) as well as the provisions of applicable legislation including the Companies Acts. The Company’s Articles of Association currently require one third of the directors to retire by rotation and seek re-election at each AGM, with each director being subject to re-election at intervals of not more than three years.
|
2.
|
You undertake that in performing any of your duties for the Company pursuant to the terms of this letter, you will not be in breach of any agreement with a third party (written or oral) or other obligation binding on you.
|
3.
|
Your appointment will terminate forthwith without any entitlement to compensation (save as regard any unpaid fees accrued up to the date of such termination) if:
|
3.1
|
you are not reappointed as a director of the Company at its next Annual General Meeting; or
|
3.2
|
you are removed as a director by resolution passed at a General Meeting or otherwise as permitted by law; or
|
3.3
|
you cease to be a director by reason of your vacating office pursuant to any provision of the Company's Articles of Association; or
|
3.4
|
you fail to be re-appointed following retirement by rotation pursuant to the Company’s Articles of Association; or
|
3.5
|
you are adjudged bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the Insolvency Act 1986 or Title 11 of the United States Code; or
|
3.6
|
you are guilty of any misconduct or commit any serious or persistent breach of any of your obligations to the Company or any Group Company; or
|
3.7
|
you infringe the Bribery Act 2010, the US Foreign Corrupt Practices Act, or any Company or Group policy or procedure relating to bribery and/or corruption, including the Company’s Code of Business Conduct and Ethics, or any rules or regulations imposed by any regulatory or other external authority (including the London Stock Exchange, the Financial Conduct Authority and the US Securities and Exchange Commission) or professional body applicable to your employment or which regulate the performance of your duties, or any code of practice issued by the Company, or you fail to possess any qualification or meet any condition or requirement laid down by any applicable regulatory authority professional body or legislation; or
|
3.8
|
you are guilty of any conduct tending in the reasonable opinion of the Board to bring yourself or the Company or any Group Company into disrepute; or
|
3.9
|
you are or become incapacitated from any cause whatsoever from efficiently performing your duties hereunder for 90 days in aggregate in any period of 12 months; or
|
3.10
|
you shall be or become prohibited by law from being a director.
|
4.
|
You will forthwith resign as a director of the Company upon the expiry or termination of this Agreement howsoever arising. You hereby irrevocably appoint any other director of the Company from time to time to be your attorney to execute any documents and do anything in your name to effect your resignation as a director of the Company should you fail to so resign.
|
5.
|
Non-executive directors have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience.
|
5.1
|
promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society;
|
5.2
|
establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned;
|
5.3
|
act with integrity, lead by example and promote the desired culture;
|
5.4
|
ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them;
|
5.5
|
establish a framework of prudent and effective controls, which enable risk to be assessed and managed;
|
5.6
|
ensure effective engagement with, and encourage participation from shareholders and stakeholders; and
|
5.7
|
ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
|
6.
|
You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
|
6.1
|
the likely consequences of any decision in the long term;
|
6.2
|
the interests of the Company's employees;
|
6.3
|
the need to foster the Company's business relationships with suppliers, customers and others;
|
6.4
|
the impact of the Company's operations on the community and the environment;
|
6.5
|
the desirability of the Company maintaining a reputation for high standards of business conduct; and
|
6.6
|
the need to act fairly as between the members of the Company.
|
7.
|
In your role as a non-executive director, you shall also be required to:
|
7.1
|
provide constructive challenge, strategic guidance, offer specialist advice and hold management to account;
|
7.2
|
scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
|
7.3
|
have a role in appointing and, where necessary, removing executive directors and in succession planning;
|
7.4
|
take opportunities such as attendance at general and other meetings, to understand shareholder concerns and to meet with key customers and members of the workforce from all levels of the organisation to have an understanding of the business and its relationships with significant stakeholders;
|
7.5
|
uphold the highest standards of integrity and support the chairman of the Board in instilling the appropriate values, behaviours and culture in the boardroom and beyond; and
|
7.6
|
disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles of Association you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
|
8.
|
You shall act in good faith and exercise all reasonable skill and care in the performance of your duties. You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the AIM Rules for Companies, the Financial Conduct Authority’s Prospectus Rules and Disclosure Guidance and Transparency Rules, and the Market Abuse Regulation (596/2014/EU). You shall have particular regard to the Corporate Governance Code as adopted by the Board and associated Financial Reporting Council’s Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. You are also required to comply with the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the US Securities and Exchange Commission and Nasdaq’s listing standards.
|
9.
|
You will return all property and documents of the Company or any Group Company in your possession on the expiry or termination of this appointment and will delete permanently from any computer or device owned by you or over which you have control (including any personal computer, laptop computer, computer server, computer network, personal digital assistant, mobile telephone, memory, disk or any other storage medium) information relating to the Company or any Group Company or any duties or work you have carried out for the Company or any Group Company.
|
10.
|
You will be entitled to payment for your services as a non-executive director at the rate of £35,000 per annum, such fee to accrue from day to day and to be payable quarterly in arrears, subject to the deduction of tax and National Insurance contributions as required by law. In addition to such fee, you are also eligible to receive an annual grant of RSUs in the form of nominal-cost options. The RSUs have a one-year vesting period. There are no performance conditions attached to these awards and there is no risk of forfeiture. You will not participate in any Group bonus schemes or in any other benefit in kind arrangements of the Group, nor will you be entitled to any compensation for loss of office.
|
11.
|
In addition, you will be entitled to be repaid all travel and other reasonable expenses in line with the company's expense policy properly incurred in connection with your duties as non-executive director, provided that you provide evidence of payment.
|
12.
|
You hereby indemnify the Company in respect of any claims or demands that may be made by the relevant authorities against the Company in respect of income tax or National Insurance Contributions relating to your work for the Company together with all costs, expenses, interest and demands that may be incurred by the Company in connection with such claims or demands.
|
13.
|
The Company will continue with any directors' and officers' liability insurance already in place for your benefit. Your participation in such insurance is subject always to the terms, conditions and limitations of such
|
14.
|
You will be expected to devote such time as is necessary for the proper performance of your duties. As a non-executive director, you will have the general fiduciary duties and the duty of skill and care expected of every director, and will attend periodic Board meetings and/or the meetings of such committee(s) to which you may be appointed a member unless you are too ill to attend or your absence has otherwise been excused. It is expected that you will attend no less than five out of the six planned Board meetings which are held every other month. You will also be expected to devote appropriate preparation time ahead of such meetings. In carrying out your duties, you shall have particular regard to the Articles of Association of the Company from time to time in force and any specific authority delegated by the Board. By accepting this appointment you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should obtain the agreement of the chairman of the Board before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
|
15.
|
During the term of your appointment you may not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged, concerned or interested in, or hold any office in, any business or undertaking which competes with any of the businesses of the Group in the fields of research, development and commercialisation of antibiotics and microbiome related research. However, this shall not prohibit you from holding (directly or through nominees) investments listed or admitted to trading on the Official List or on AIM or on any other recognised investment exchange so long as you do not hold more than 5 per cent of the issued shares or other securities of any class of any one company without the prior sanction of a resolution of the Board. You must at all times comply with the Company’s Related Party Transactions Policy.
|
16.
|
During the course of your appointment you may have access to and become familiar with various secret and confidential information of the Company as set out in this paragraph. You must not at any time whether before or after the termination of your appointment with the Company disclose to any person firm company or organisation whatsoever nor use, print, publish or make use of any secret or confidential information, matter or thing relating to the Company or the business thereof except in the proper performance of your duties or with the prior written consent of the Board or as required by law. For the purposes of this paragraph, confidential information shall include but not be limited to customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers.
|
17.
|
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality which are attendant on the office of director. In particular, save in the proper performance of your duties, you will not make use or disclose to any person any Confidential Information and will use your best endeavours to ensure that no other person improperly makes use of or discloses such Confidential
|
18.
|
Nothing in paragraph 16 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998 and any relevant US whistleblowing legislation, provided that the disclosure is made in accordance with the provisions of that legislation and you have complied with the Company's policy from time to time in force regarding such disclosures (currently contained in the Company’s Code of Business Conduct and Ethics).
|
19.
|
Your attention is drawn to the requirements under both law and regulation as to the disclosure of inside information, in particular to Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements that might risk a breach of these requirements.
|
20.
|
During your period of appointment you are required to comply with the provisions of Article 19 of the Market Abuse Regulation (596/2014/EU), the AIM Rules for Companies, US federal securities laws in relation to insider trading, the Company's Insider Trading and Pre-Clearance Policy, and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company’s publicly traded or quoted securities.
|
21.
|
You will comply with all lawful and reasonable directions of the Board and all rules and regulations of the Company, including without limitation, regulations with respect to confidentiality, dealings in shares and notifications required to be made by a director to the Company or any relevant regulatory body, whether under the Companies Acts, the Market Abuse Regulation (596/2014/EU), the Articles of Association or otherwise. You will be required to accept responsibility publicly and, where necessary, in writing, for matters relating to the Company and the Group:
|
21.1
|
when required to do so by the Companies Acts, the Financial Services and Markets Act 2000 or other relevant legislation;
|
21.2
|
when required to do so by the rules or practice of the London Stock Exchange or the US Securities and Exchange Commission (as applicable);
|
21.3
|
when required to do so by the City Code on Takeovers and Mergers, the AIM Rules for Companies or the Nasdaq listing rules (as applicable); and
|
21.4
|
in any event, in the terms set out in the Statement of Adherence to Directors’ Responsibilities which will be printed in the Company’s Report and Accounts.
|
22.
|
Nothing in this letter is deemed to make you an employee of the Company.
|
23.
|
By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 2018) including, as appropriate:
|
23.1
|
information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work; or
|
23.2
|
your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or
|
23.3
|
information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
24.
|
Any reference in this agreement to:-
|
24.1
|
“the Board” shall mean the Board of Directors of the Company from time to time or any director or any committee of the Board duly appointed by it to act on its behalf;
|
24.2
|
"Code" means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
|
24.3
|
“the Companies Acts” means every statute from time to time in force concerning companies insofar as it applies to the Company and/or any Group Company;
|
24.4
|
“Confidential Information” shall include information concerning the Company’s (and any Group Company’s):
|
(a)
|
finances, business transactions, research activities, dealings and affairs and prospective business transactions;
|
(b)
|
customers, including, without limitation, customer lists, customer identities and customer requirements;
|
(c)
|
existing and planned product lines, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers);
|
(d)
|
the technology or methodology associated with the concepts, products and services of any company in the Group;
|
(e)
|
business plans and sales and marketing information, plans and strategies;
|
(f)
|
computer systems, source codes and software;
|
(g)
|
the rights in all Intellectual Property;
|
(h)
|
directors, officers, employees and shareholders; and
|
(i)
|
the identities or lists of suppliers, licensors, licensees, agents, distributors or contractors (both current and those who were customers, suppliers, licensors, licensees, agents, distributors or contractors during the previous two years) of any company in the Group;
|
24.5
|
"Group" means Summit Therapeutics plc any company or corporation which is a holding company for the time being of Summit Therapeutics plc, or a subsidiary for the time being of Summit Therapeutics plc or of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 1159, Companies Act 2006 as amended), or any company which is designated as being within the Group by the directors of the Board of the Company; and
|
24.6
|
“Group Company” means a company within the Group (as defined above).
|
25.
|
The terms of this letter shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction for all matters arising under it.
|
26.
|
This agreement may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
|
EXECUTED and DELIVERED as a DEED by
|
)
|
|
||
SUMMIT THERAPEUTICS PLC
|
)
|
/s/Glyn Edwards…………………………
|
||
acting by:
|
)
|
Director
|
||
|
)
|
|
||
|
|
)
|
/s/Melissa Strange………………………
|
|
|
|
Secretary
|
||
EXECUTED and DELIVERED
|
)
|
|
||
as a DEED by VENTZISLAV STEFANOV
|
)
|
/s/ Ventzislav Stefanov…………………
|
||
in the presence of:
|
)
|
|
||
Signature of witness:
|
/s/ Stilyana Sarieva……………………………………
|
|||
Print name of witness:
|
Stilyana Sarieva ……………………………………
|
|||
Print address of witness:
|
……………………………………
|
|||
|
……………………………………
|
|||
Print occupation of witness:
|
Housewife……………………………………
|
Contract No. HHSO100201700014C
Modification No. 0005
|
Summit (Oxford) Ltd. Continuation Sheet
|
1.
|
ARTICLE B.2 ESTIMATED COST,
|
CLIN
|
Period of Performance
|
Supplies/Services
|
Government Share
|
Contractor Share
|
Total
Cost
|
Status
|
Base/
CLIN
0001
|
Sept 5, 2017
Through
June 30,
2019
|
[**]
|
$31,967,000
|
$[**]
|
$[**]
|
Executed
|
Option 1/
CLIN
0002
|
[**], 2019
Through
[**]
2022
|
[**]
|
$9,621,496
|
$[**]
|
$[**]
|
Executed
|
Contract No.
HHSO100201700014C
Modification No. 0005
|
Summit (Oxford) Ltd.
Continuation Sheet
|
CLIN
|
Period of Performance
|
Supplies/Services
|
Government Share
|
Contractor Share
|
Total
Cost
|
Status
|
Option 2/
CLIN
0003
|
[**], 2018
Through
[**]
2022
|
[**]
|
$12,000,000
|
$[**]
|
$[**]
|
Executed
|
Option 4/
CLIN
0005
|
[**], 2019
Through
[**]
|
[**]
|
$8,789,558
|
$[**]
|
$[**]
|
Executed with this Modification
|
a.
|
Unless the Government exercises its option pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), contained in ARTICLE 1.2, the contract consists only of the base period (CLIN 0001), Option 1 (CLIN 0002), Option 2 (CLIN 0003) and Option 4 (CLN 0005) specified in the Statement of Work as defined in SECTIONS C and F, for the price set forth in ARTICLE B.2 of the contract.
|
b.
|
Pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), the Government may, by unilateral contract modification, require the contractor to perform the remaining Option Work Segments specified in the Statement of Work as defined in SECTIONS C and F of this contract. If the Government decides to exercise an option(s), the Government will provide the Contractor a preliminary written notice of its intent to exercise the option at least [**] days before the contract expires. If Option 3 CLIN 0004 is exercised, the estimated cost of the contract will be increased as set forth in the table below:
|
Contract No.
HHSO100201700014C
Modification No. 0004
|
Summit (Oxford) Ltd.
Continuation Sheet
|
CLIN
|
PERIOD OF PERFORMANCE
|
SUPPLIES/SERVICES
|
GOVERNMENT SHARE
|
CONTRACTOR SHARE
|
TOTAL
|
STATUS
|
Option
3/CLIN
0004
|
[**] through [**]
|
[**]
|
$10,154,677
|
$[**]
|
$[**]
|
Not Executed
|
|
TOTAL
|
|
$72,532,731
|
$[**]
|
$[**]
|
|
1.
|
The Government is not responsible for the travel portion of the Base Period segment (CLIN 0001), the Option 1 period (CLIN 0002) the Option 2 period (CLIN 003) or the Option 4 period (CLIN 0005).
|
1.
|
Your appointment as non-executive director shall take effect from 17 April 2020 (the “Effective Date”) and will continue until terminated by mutual agreement of the parties or by either party giving written notice to the other, such notice to be effective immediately. For the avoidance of doubt, your appointment shall also be subject to the Articles of Association of the Company from time to time in force (including without limitation any provisions requiring that directors retire and seek re-election) as well as the provisions of applicable legislation including the Companies Acts. The Company’s Articles of Association currently require one third of the directors to retire by rotation and seek re-election at each AGM, with each director being subject to re-election at intervals of not more than three years.
|
2.
|
You undertake that in performing any of your duties for the Company pursuant to the terms of this letter, you will not be in breach of any agreement with a third party (written or oral) or other obligation binding on you.
|
3.
|
Your appointment will terminate forthwith without any entitlement to compensation (save as regard any unpaid fees accrued up to the date of such termination) if:
|
3.1
|
you are not reappointed as a director of the Company at its next Annual General Meeting; or
|
3.2
|
you are removed as a director by resolution passed at a General Meeting or otherwise as permitted by law; or
|
3.3
|
you cease to be a director by reason of your vacating office pursuant to any provision of the Company's Articles of Association; or
|
3.4
|
you fail to be re-appointed following retirement by rotation pursuant to the Company’s Articles of Association; or
|
3.5
|
you are adjudged bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the Insolvency Act 1986 or Title 11 of the United States Code; or
|
3.6
|
you are guilty of any misconduct or commit any serious or persistent breach of any of your obligations to the Company or any Group Company; or
|
3.7
|
you infringe the Bribery Act 2010, the US Foreign Corrupt Practices Act, or any Company or Group policy or procedure relating to bribery and/or corruption, including the Company’s Code of Business Conduct and Ethics, or any rules or regulations imposed by any regulatory or other external authority (including the US Securities and Exchange Commission) or professional body applicable to your employment or which regulate the performance of your duties, or any code of practice issued by the Company, or you fail to possess any qualification or meet any condition or requirement laid down by any applicable regulatory authority professional body or legislation; or
|
3.8
|
you are guilty of any conduct tending in the reasonable opinion of the Board to bring yourself or the Company or any Group Company into disrepute; or
|
3.9
|
you are or become incapacitated from any cause whatsoever from efficiently performing your duties hereunder for 90 days in aggregate in any period of 12 months; or
|
3.10
|
you shall be or become prohibited by law from being a director.
|
4.
|
You will forthwith resign as a director of the Company upon the expiry or termination of this Agreement howsoever arising. You hereby irrevocably appoint any other director of the Company from time to time to be your attorney to execute any documents and do anything in your name to effect your resignation as a director of the Company should you fail to so resign.
|
5.
|
Non-executive directors have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The Board’s role is to:
|
5.1
|
promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society;
|
5.2
|
establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned;
|
5.3
|
act with integrity, lead by example and promote the desired culture;
|
5.4
|
ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them;
|
5.5
|
establish a framework of prudent and effective controls, which enable risk to be assessed and managed;
|
5.6
|
ensure effective engagement with, and encourage participation from shareholders and stakeholders; and
|
5.7
|
ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
|
6.
|
You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
|
6.1
|
the likely consequences of any decision in the long term;
|
6.2
|
the interests of the Company's employees;
|
6.3
|
the need to foster the Company's business relationships with suppliers, customers and others;
|
6.4
|
the impact of the Company's operations on the community and the environment;
|
6.5
|
the desirability of the Company maintaining a reputation for high standards of business conduct; and
|
6.6
|
the need to act fairly as between the members of the Company.
|
7.
|
In your role as a non-executive director, you shall also be required to:
|
7.1
|
provide constructive challenge, strategic guidance, offer specialist advice and hold management to account;
|
7.2
|
scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
|
7.3
|
have a role in appointing and, where necessary, removing executive directors and in succession planning;
|
7.4
|
take opportunities such as attendance at general and other meetings, to understand shareholder concerns and to meet with key customers and members of the workforce from all levels of the organisation to have an understanding of the business and its relationships with significant stakeholders;
|
7.5
|
uphold the highest standards of integrity and support the chairman of the Board in instilling the appropriate values, behaviours and culture in the boardroom and beyond; and
|
7.6
|
disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles of Association you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
|
8.
|
You shall act in good faith and exercise all reasonable skill and care in the performance of your duties. You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006. You shall have particular regard to the Corporate Governance Code as adopted by the Board and associated Financial Reporting Council’s Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. You are also required to comply with the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the US Securities and Exchange Commission and Nasdaq’s listing standards.
|
9.
|
You will return all property and documents of the Company or any Group Company in your possession on the expiry or termination of this appointment and will delete permanently from any computer or device owned by you or over which you have control (including any personal computer, laptop computer, computer server, computer network, personal digital assistant, mobile telephone, memory, disk or any other storage medium) information relating to the Company or any Group Company or any duties or work you have carried out for the Company or any Group Company.
|
10.
|
You will be entitled to payment for your services as a non-executive director at the rate of $42,000 per annum (additional fees will become payable subject to your appointment to any of the Board committees), such fee to accrue from day to day and to be payable quarterly in arrears, subject to the deduction of tax and National Insurance contributions as required by law and where applicable any federal, state and/or local withholding obligations (including income taxes and the employee portion of employment taxes) in the United States. In addition to such fee, you are also eligible to receive an annual grant of RSUs in the form of nominal-cost options. The RSUs have a one-year vesting period. There are no performance conditions attached to these awards and there is no risk of forfeiture. You will not participate in any Group bonus schemes or in any other benefit in kind arrangements of the Group, nor will you be entitled to any compensation for loss of office.
|
11.
|
In addition, you will be entitled to be repaid all travel and other reasonable expenses in line with the company's expense policy properly incurred in connection with your duties as non-executive director, provided that you provide evidence of payment.
|
12.
|
You hereby indemnify the Company in respect of any claims or demands that may be made by the relevant authorities against the Company in respect of income tax or National Insurance Contributions relating to your work for the Company together with all costs, expenses, interest and demands that may be incurred by the Company in connection with such claims or demands.
|
13.
|
The Company will continue with any directors' and officers' liability insurance already in place for your benefit. Your participation in such insurance is subject always to the terms, conditions and limitations of such insurance cover, a copy of which can be obtained from the Company Secretary. The Company shall grant you a deed of indemnity against certain liabilities that may be incurred as a result of your office to the extent permitted by section 234 of the Companies Act 2006.
|
14.
|
You will be expected to devote such time as is necessary for the proper performance of your duties. As a non-executive director, you will have the general fiduciary duties and the duty of skill and care expected of every director, and will attend periodic Board meetings and/or the meetings of such committee(s) to which you may be appointed a member unless you are too ill to attend or your absence has otherwise been excused. It is expected that you will attend no less than five out of the six planned Board meetings which are held every other month. You will also be expected to devote appropriate preparation time ahead of such meetings. In carrying out your duties, you shall have particular regard to the Articles of Association of the Company from time to time in force and any specific authority delegated by the Board. By accepting this appointment you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should obtain the agreement of the chairman
|
15.
|
During the term of your appointment you may not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged, concerned or interested in, or hold any office in, any business or undertaking which competes with any of the businesses of the Group in the fields of research, development and commercialisation of antibiotics and microbiome related research. However, this shall not prohibit you from holding (directly or through nominees) investments listed or admitted to trading on the Official List or on AIM or on any other recognised investment exchange so long as you do not hold more than 5 per cent of the issued shares or other securities of any class of any one company without the prior sanction of a resolution of the Board. You must at all times comply with the Company’s Related Party Transactions Policy.
|
16.
|
During the course of your appointment you may have access to and become familiar with various secret and confidential information of the Company as set out in this paragraph. You must not at any time whether before or after the termination of your appointment with the Company disclose to any person firm company or organisation whatsoever nor use, print, publish or make use of any secret or confidential information, matter or thing relating to the Company or the business thereof except in the proper performance of your duties or with the prior written consent of the Board or as required by law. For the purposes of this paragraph, confidential information shall include but not be limited to customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers.
|
17.
|
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality which are attendant on the office of director. In particular, save in the proper performance of your duties, you will not make use or disclose to any person any Confidential Information and will use your best endeavours to ensure that no other person improperly makes use of or discloses such Confidential Information. You must at all times comply with the Company’s Code of Business Conduct and Ethics and the Company’s Disclosure Policy in relation to Confidential Information.
|
18.
|
Nothing in paragraph 16 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998 and any relevant US whistleblowing legislation, provided that the disclosure is made in accordance with the provisions of that legislation and you have complied with the Company's policy from time to time in force regarding such disclosures (currently contained in the Company’s Code of Business Conduct and Ethics).
|
19.
|
Your attention is drawn to the requirements under both law and regulation as to the disclosure of inside information, in particular to section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements that might risk a breach of these requirements.
|
20.
|
During your period of appointment you are required to comply with the provisions of US federal securities laws in relation to insider trading, the Company's Insider Trading and Pre-Clearance Policy, and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company’s publicly traded or quoted securities.
|
21.
|
You will comply with all lawful and reasonable directions of the Board and all rules and regulations of the Company, including without limitation, regulations with respect to confidentiality, dealings in shares and notifications required to be made by a director to the Company or any relevant regulatory body, whether under the Companies Acts, the Articles of Association or otherwise. You will be required to accept responsibility publicly and, where necessary, in writing, for matters relating to the Company and the Group:
|
21.1
|
when required to do so by the Companies Acts, the Financial Services and Markets Act 2000 or other relevant legislation;
|
21.2
|
when required to do so by the rules or practice of the US Securities and Exchange Commission (as applicable);
|
21.3
|
when required to do so by the City Code on Takeovers and Mergers or the Nasdaq listing rules (as applicable); and
|
21.4
|
in any event, in the terms set out in the Statement of Adherence to Directors’ Responsibilities which will be printed in the Company’s Report and Accounts.
|
22.
|
Nothing in this letter is deemed to make you an employee of the Company.
|
23.
|
By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 2018) including, as appropriate:
|
23.1
|
information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work; or
|
23.2
|
your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or
|
23.3
|
information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
24.
|
Any reference in this agreement to:-
|
24.1
|
“the Board” shall mean the Board of Directors of the Company from time to time or any director or any committee of the Board duly appointed by it to act on its behalf;
|
24.2
|
"Code" means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
|
24.3
|
“the Companies Acts” means every statute from time to time in force concerning companies insofar as it applies to the Company and/or any Group Company;
|
24.4
|
“Confidential Information” shall include information concerning the Company’s (and any Group Company’s):
|
(a)
|
finances, business transactions, research activities, dealings and affairs and prospective business transactions;
|
(b)
|
customers, including, without limitation, customer lists, customer identities and customer requirements;
|
(c)
|
existing and planned product lines, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers);
|
(d)
|
the technology or methodology associated with the concepts, products and services of any company in the Group;
|
(e)
|
business plans and sales and marketing information, plans and strategies;
|
(f)
|
computer systems, source codes and software;
|
(g)
|
the rights in all Intellectual Property;
|
(h)
|
directors, officers, employees and shareholders; and
|
(i)
|
the identities or lists of suppliers, licensors, licensees, agents, distributors or contractors (both current and those who were customers, suppliers, licensors, licensees, agents, distributors or contractors during the previous two years) of any company in the Group;
|
24.5
|
"Group" means Summit Therapeutics plc any company or corporation which is a holding company for the time being of Summit Therapeutics plc, or a subsidiary for the time being of Summit Therapeutics plc or of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 1159, Companies Act 2006 as amended), or any company which is designated as being within the Group by the directors of the Board of the Company; and
|
24.6
|
“Group Company” means a company within the Group (as defined above).
|
25.
|
The terms of this letter shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction for all matters arising under it.
|
26.
|
This agreement may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
|
EXECUTED and DELIVERED as a DEED by
|
)
|
|
||
SUMMIT THERAPEUTICS PLC
|
)
|
/s/ Robert Duggan………………………
|
||
acting by:
|
)
|
Director
|
||
|
)
|
|
||
|
|
)
|
/s/ Melissa Strange………………
|
|
|
|
Secretary
|
||
|
|
|
||
EXECUTED and DELIVERED
|
)
|
|
||
as a DEED by RAINER ERDTMANN
|
)
|
…/s/ Rainer Erdtmann………………………
|
||
in the presence of:
|
)
|
|
||
Signature of witness:
|
…/s/ Nanette Erdtmann……………
|
|||
Print name of witness:
|
…Nanette Erdtmann……………………
|
|||
Print address of witness:
|
……………………………………
|
|||
|
……………………………………
|
|||
Print occupation of witness:
|
……Designer………………………
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of incorporation
or organization |
Summit (Oxford) Limited
|
|
England and Wales
|
Discuva Limited
|
|
England and Wales
|
Summit Therapeutics Inc.
|
|
Delaware, USA
|
Summit Corporation Limited
|
|
England and Wales
|
Summit (Wales) Limited
|
|
England and Wales
|
Summit (Cambridge) Limited
|
|
England and Wales
|
Summit Discovery 1 Limited
|
|
England and Wales
|
Summit Corporation Employee Benefit Trust Company Limited
|
|
England and Wales
|
MuOx Limited
|
|
England and Wales
|
Summit Infectious Diseases Limited
|
|
England and Wales
|
By:
|
/S/ Robert Duggan
|
|
|
Name:
|
Robert Duggan
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
By:
|
/s/ Melissa Strange
|
|
|
Name:
|
Melissa Strange
|
|
Title:
|
Vice President of Finance
|
|
|
(Principal Financial Officer)
|
|
|
|
By:
|
/s/ Robert Duggan
|
|
|
Name:
|
Robert Duggan
|
|
Title:
|
Chief Executive Officer
|
|
|
|
By:
|
/s/ Melissa Strange
|
|
|
Name:
|
Melissa Strange
|
|
Title:
|
Vice President of Finance
|