13D Filing: OrbiMed Advisors and Verona Pharma PLC (VRNA)

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included in this Statement as Exhibit 3 and incorporated herein by reference.

Relationship Agreement

In connection with the July Placement, the Issuer and OPI VI entered into a relationship agreement (the “Relationship Agreement”) that regulates the influence of OPI VI and its associates, including the Reporting Persons, over the Issuer’s corporate actions and activities.  Pursuant to the Relationship Agreement, the Issuer agreed to appoint a representative designated by OPI VI, currently Gupta, to its board of directors.  The obligations of the parties under the Relationship Agreement will continue in effect after the IPO but will automatically terminate if OPI VI and its associates, including the Reporting Persons, cease to beneficially own at least 6.5% of the issued Ordinary Shares or the Ordinary Shares cease to be admitted to the AIM Market operated by the London Stock Exchange plc.

The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Relationship Agreement, a copy of which is included in this Statement as Exhibit 4 and incorporated herein by reference.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Materials to Be Filed as Exhibits