Barinthus Biotherapeutics plc S-3, filed Jun 22, 2022

Barinthus Biotherapeutics plc. (BRNS)

S-3 2022-06-22

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Added on October 26, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Page
ABOUT THIS PROSPECTUS		1
PRESENTATION OF FINANCIAL INFORMATION		2
PROSPECTUS SUMMARY		3
RISK FACTORS		5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		6
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION		8
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		28
SELLING SHAREHOLDERS		35
TAXATION		41
USE OF PROCEEDS		48
PLAN OF DISTRIBUTION		49
LEGAL MATTERS		52
EXPERTS		53
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES		54
WHERE YOU CAN FIND MORE INFORMATION		56
INCORPORATION BY REFERENCE		57

	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 28 clear days’ notice of the resolution has been given to the company and its shareholders. 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 (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, stockholders may effect such removal only for cause, or (ii) 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.

	England and Wales	Delaware
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 (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) 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.
Annual General Meeting	Under the Companies Act 2006, a public limited company must hold an annual general meeting in each six-month period following the company’s annual accounting reference date.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.
General Meeting	Under the Companies Act 2006, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves convene a general meeting.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

	England and Wales	Delaware
Notice of General Meetings	Under the Companies Act 2006, at least 21 days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer period, at least 14 days’ notice is required for any other general meeting of a public limited company. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28 days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting.
Quorum	Subject to the provisions of a company’s articles of association, the Companies Act 2006 provides that two shareholders present at a meeting (in person, by proxy or authorized representative under the Companies Act 2006) shall constitute a quorum for companies with more than one shareholder.	The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders.

	England and Wales	Delaware
Proxy	Under the Companies Act 2006, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.
Preemptive 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, referred to as “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. See “Description of Share Capital and Articles of Association — Allotment of Shares and Preemption Rights” in this prospectus.	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 rights to subscribe for or 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.	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. The board 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.

			England and Wales			Delaware
Liability of Directors and Officers			Under the Companies Act 2006, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company, is void. Any provision by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies Act, which provides exceptions for the company to company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies Act 2006, which provides exceptions for the company to (i) purchase and maintain insurance against such liability; (ii) provide a “qualifying third party indemnity,” or an indemnity against liability incurred by the director to a person other than the company or an associated company or criminal proceedings in which he is convicted; and (iii) provide a “qualifying pension scheme indemnity,” or an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan.			Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or • any transaction from which the director derives an improper personal benefit.

			England and Wales			Delaware
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, a poll may be demanded by (i) not fewer than five shareholders having the right to vote on the resolution; (ii) 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 (excluding any voting rights attaching to treasury shares); or (iii) any shareholder(s) holding shares in the company conferring a right to vote on the resolution (excluding any voting rights attaching to treasury shares) 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. 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 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.

	England and Wales	Delaware
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 representing 75% in value of the 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 • the 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 the corporation entitled to vote on the matter.
Standard of Conduct for Directors	Under English law, a director owes various statutory and fiduciary duties to the company, including: • to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: (i) the likely consequences of any decision in the long-term, (ii) the interests of the company’s employees, (iii) the need to foster the company’s business relationships with suppliers, customers and others, (iv) the impact of the company’s operations on the community and the environment, (v) the desirability to maintain a reputation for high standards of business conduct, and (vi) the need to act fairly as between members of the company; • to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; • to act in accordance with the	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are

	England and Wales	Delaware
	company’s constitution and only exercise his powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill and diligence; • not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and • to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.
Shareholder 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 plaintiff’s 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.

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 (including SWIFT) 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

	ADSs Beneficially Owned before Offering(1)		Indemnity ADSs Beneficially Owned before Offering(2)		Maximum Number of ADSs that may be Offered Pursuant to this Prospectus		Ordinary Shares Beneficially Owned After Offering(1)(3)
Name of Selling Shareholder	ADSs Beneficially Owned before Offering(1)		Indemnity ADSs Beneficially Owned before Offering(2)				Number		Percentage (%)
Andrew Ishizuka(6)		325,738		34,285		360,023(4)		—		—
Benjamin R. Eisler 2021 Trust u/a/d 8/20/2021		181,517		19,106		200,623		—		—
BioHealth Innovation Inc.		18,508		1,948		20,456		—		—
Brennan Decker		13,035		2,260		15,295		—		—
Bridget Duvall(6)		1,339		228		1,567		—		—
Christopher Garliss(6)		868		169		1,037		—		—
Christopher Jewell		5,578		1,138		6,716		—		—
Clifford R. Eisler		53,984		5,682		59,666		—		—
David Wilson(6)		6,763		1,186		7,949		—		—
Eunice Yang		1,940		205		2,145		—		—
Fred L. Ishizuka		5,523		582		6,105		—		—
Geoffrey Lynn(6)		784,731		82,596		867,327(5)		—		—
Haim Weizmann		64,778		6,818		71,596		—		—
Haufeng Xu		11,031		1,162		12,193		—		—
Hojin Yoon(6)		434		85		519		—		—
Hugh Welles(6)		3,254		632		3,886		—		—
Jacob Joseph Holechek		1,330		226		1,556		—		—
Jeremy P. Goldberg		3,282		569		3,851		—		—
Johns Hopkins University		107,968		11,364		119,332		—		—
Joshua Daniel Bernstock		37,786		3,978		41,764		—		—
Karl Waters		9,832		1,035		10,867		—		—
Kimberly F. Eisler Glaser 2021 Trust u/a/d 8/20/2021		32,389		3,409		35,798		—		—
Kristopher Mason(6)		868		169		1,037		—		—
Matthew Essandoh(6)		1,339		228		1,567		—		—
Michele Wales		33,262		5,767		39,029		—		—
Nicholas Fullenkamp(6)		29,383		5,681		35,064		—		—
Nina Bhardwaj		2,789		569		3,358		—		—
Paul Steven Ishizuka		5,479		577		6,056		—		—
Peter Calabresi		2,445		569		3,014		—		—
Ram Aiyar		33,078		3,482		36,560		—		—
Richard Laga		74,032		7,792		81,824		—		—
Richard Stebbing		5,568		586		6,154		—		—
Robert Goddu(6)		868		169		1,037		—		—
Sarah Peterson		13,578		1,430		15,008		—		—
Sarah R Nichols(6)		2,494		452		2,946		—		—
SibsHealth LLC		21,588		2,273		23,861		—		—
Susan Tomoko Morita / Alan Matsumoto		5,449		574		6,023		—		—
Thomas Walter Dubensky Jr		2,445		569		3,014		—		—

SEC registration fee	$	863.47
FINRA filing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*
Total	$	*

Exhibit Number			Description of Exhibit
2.1†			Agreement and Plan of Merger and Reorganization, dated December 9, 2021, by and among Vaccitech plc, VA Merger Sub 1 Inc., VA Merger Sub 2 Inc., Avidea Technologies Inc., and Benjamin Eisler, as the Securityholder Agent (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40367), filed with the Securities and Exchange Commission on December 14, 2021)
2.2†			Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated March 11, 2022, by and between Vaccitech plc and Benjamin Eisler, as Securityholder Agent (Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40367), filed with the Securities and Exchange Commission on March 25, 2022)
4.1			Deposit Agreement, dated as of April 29, 2021, among the Registrant, The Bank of New York Mellon, and all Owners and Holders from time to time of American Depositary Shares issued thereunder
4.2			Form of American Depositary Receipt (Included in Exhibit 4.1 hereto)
5.1			Opinion of Goodwin Procter (UK) LLP
10.1			Registration Rights Agreement, dated March 28, 2022, by and among Vaccitech plc and Benjamin Eisler, as the Securityholder Agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40367), filed with the Securities and Exchange Commission on May 11, 2022)
23.1			Consent of Goodwin Procter (UK) LLP (included in Exhibit 5.1 hereto)
23.3			Consent of BDO LLP, independent registered public accounting firm.
24.1			Power of Attorney (included on signature page)
107			Filing Fee Table

Signature	Title	Date
/s/ William Enright William Enright	Chief Executive Officer and Director (Principal Executive Officer)	June 22, 2022
/s/ Georgy Egorov Georgy Egorov	Chief Financial Officer (Principal Financial and Accounting Officer)	June 22, 2022
/s/ Robin Wright Robin Wright	Chairman and Director	June 22, 2022
/s/ Alex Hammacher Alex Hammacher	Director	June 22, 2022
/s/ Pierre A. Morgon Pierre A. Morgon	Director	June 22, 2022
/s/ Anne M. Phillips Anne M. Phillips	Director	June 22, 2022
/s/ Karen T. Dawes Karen T. Dawes	Director	June 22, 2022
/s/ Joseph C. F. Scheeren Joseph C. F. Scheeren	Director	June 22, 2022

ARTICLE 1. DEFINITIONS		1

SECTION 1.1.	American Depositary Shares	1
SECTION 1.2.	Commission	2
SECTION 1.3.	Company	2
SECTION 1.4.	Custodian	2
SECTION 1.5.	Deliver; Surrender	2
SECTION 1.6.	Deposit Agreement	3
SECTION 1.7.	Depositary; Depositary’s Office	3
SECTION 1.8.	Deposited Securities	3
SECTION 1.9.	Disseminate	3
SECTION 1.10.	Dollars	3
SECTION 1.11.	DTC	4
SECTION 1.12.	Foreign Registrar	4
SECTION 1.13.	Holder	4
SECTION 1.14.	Owner	4
SECTION 1.15.	Receipts	4
SECTION 1.16.	Registrar	4
SECTION 1.17.	Replacement	4
SECTION 1.18.	Restricted Securities	5
SECTION 1.19.	Securities Act of 1933	5
SECTION 1.20.	Shares	5
SECTION 1.21.	SWIFT	5
SECTION 1.22.	Termination Option Event	5

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES		6
SECTION 2.1.	Form of Receipts; Registration and Transferability of American Depositary Shares	6
SECTION 2.2.	Deposit of Shares	7
SECTION 2.3.	Delivery of American Depositary Shares	8
SECTION 2.4.	Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares	8
SECTION 2.5.	Surrender of American Depositary Shares and Withdrawal of Deposited Securities	9
SECTION 2.6.	Limitations on Delivery and Registration, Transfer and Surrender of American Depositary Shares	10
SECTION 2.7.	Lost Receipts, etc.	11

SECTION 2.8.	Cancellation and Destruction of Surrendered Receipts	11
SECTION 2.9.	DTC Direct Registration System and Profile Modification System	12

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES		12
SECTION 3.1.	Filing Proofs, Certificates and Other Information.	12
SECTION 3.2.	Liability of Owner for Taxes	13
SECTION 3.3.	Warranties on Deposit of Shares	13
SECTION 3.4.	Disclosure of Interests	13

ARTICLE 4. THE DEPOSITED SECURITIES		14
SECTION 4.1.	Cash Distributions	14
SECTION 4.2.	Distributions Other Than Cash, Shares or Rights	15
SECTION 4.3.	Distributions in Shares	16
SECTION 4.4.	Rights	17
SECTION 4.5.	Conversion of Foreign Currency	18
SECTION 4.6.	Fixing of Record Date	19
SECTION 4.7.	Voting of Deposited Shares	20
SECTION 4.8.	Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities	21
SECTION 4.9.	Reports	22
SECTION 4.10.	Lists of Owners	23
SECTION 4.11.	Withholding	23

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY		23
SECTION 5.1.	Maintenance of Office and Register by the Depositary	23
SECTION 5.2.	Prevention or Delay of Performance by the Company or the Depositary	24
SECTION 5.3.	Obligations of the Depositary and the Company	25
SECTION 5.4.	Resignation and Removal of the Depositary	26
SECTION 5.5.	The Custodians	27
SECTION 5.6.	Notices and Reports	27
SECTION 5.7.	Distribution of Additional Shares, Rights, etc.	28
SECTION 5.8.	Indemnification	29
SECTION 5.9.	Charges of Depositary	29
SECTION 5.10.	Retention of Depositary Documents	30
SECTION 5.11.	Exclusivity	30
SECTION 5.12.	Information for Regulatory Compliance	31

ARTICLE 6. AMENDMENT AND TERMINATION		31
SECTION 6.1.	Amendment	31
SECTION 6.2.	Termination	31

ARTICLE 7. MISCELLANEOUS		32
SECTION 7.1.	Counterparts; Signatures; Delivery	32
SECTION 7.2.	No Third Party Beneficiaries	33
SECTION 7.3.	Severability	33
SECTION 7.4.	Owners and Holders as Parties; Binding Effect	33
SECTION 7.5.	Notices	33
SECTION 7.6.	Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver	34
SECTION 7.7.	Waiver of Immunities	35
SECTION 7.8.	Governing Law	35

	VACCITECH PLC

	By:	/s/ William Enright
	Name: William Enright
	Title: Chief Executive Officer

	THE BANK OF NEW YORK MELLON,
	as Depositary

	By:	/s/ Robert W. Goad
	Name: Robert W. Goad
	Title: Managing Director