Exhibit 2.2
Execution Version
CONTINGENT VALUE RIGHTS AGREEMENT
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 15, 2023 (this Agreement), is entered into by and
between Kyowa Kirin Co., Ltd., a Japanese joint stock company (kabushiki kaisha) (Purchaser), and Wilmington Savings Fund Society, FSB (the Rights Agent).
RECITALS
WHEREAS,
Purchaser and Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales with registered number 11494381 (Apple), have entered into a Transaction Agreement, dated as of
October 5, 2023 (as amended, amended and restated or otherwise modified from time to time, the Transaction Agreement), pursuant to which the entire issued share capital of Apple will be acquired by Purchaser by means
of the Scheme of Arrangement (as defined in the Transaction Agreement) on the terms and subject to the conditions set out in the Transaction Agreement and the Scheme of Arrangement (the Transaction); and
WHEREAS, pursuant to the Transaction Agreement and the Scheme of Arrangement, Purchaser has agreed to provide Holders (as defined below) the
right to receive one (1) contingent cash payment per Scheme Share upon the terms and subject to the conditions of this Agreement and of the Transaction Agreement and Scheme of Arrangement without interest.
NOW, THEREFORE, in consideration of the foregoing and the consummation of the transactions referred to above, Purchaser and the Rights Agent
agree, for the equal and proportionate benefit of all Holders, as follows:
1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Transaction
Agreement. As used in this Agreement, the following terms shall have the following meanings:
Acting Holders
means, at the time of determination, Holders of at least a majority of the outstanding CVRs as set forth on the CVR Register.
Apple Covered Awards means Apple Share Options, Apple RSUs and Apple PSUs.
Assignee has the meaning set forth in Section 7.3.
Commercially Reasonable Efforts means, with respect to OTL-200, those
commercially reasonable efforts that are at least commensurate with the level of efforts that a pharmaceutical company of comparable size and resources as those of Purchaser and its Subsidiaries would devote to the development and seeking of
regulatory approval for a pharmaceutical product having similar market potential as OTL-200 at a similar stage of its development or product life, taking into account its safety, tolerability and efficacy, its
proprietary position and profitability (including pricing and reimbursement status), projected costs to develop such product, the competitiveness of alternative third party products, the patent and other proprietary position, including regulatory
exclusivities, of such product, and the regulatory environment and other relevant technical, commercial, legal, scientific and/or medical factors. Without limiting the foregoing, Commercially Reasonable Efforts require that Purchaser: (i) shall
cause Apple to devote appropriate resources and personnel with an appropriate level of education, experience and training for the relevant obligation, (ii) shall cause Apple to promptly assign responsibility for the relevant obligation to
specific employees who are held accountable for progress and monitor such progress on an on-going basis, (iii) shall cause Apple to set and consistently seek to achieve specific and meaningful objectives
and timelines for carrying out such obligation, and (iv) shall cause Apple to consistently make and implement decisions and allocate resources designed to advance progress with respect to relevant objectives and timelines.
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