Standard Contracts
I-Mab [●] American Depositary Shares Representing [●] Ordinary Shares (Par Value US$0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2020 • I-Mab • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2019 by and between I-MAB, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
DEPOSIT AGREEMENT by and among I-MAB and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of January 22, 2020Deposit Agreement • July 15th, 2020 • I-Mab • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of January 22, 2020, by and among (i) I-MAB, an exempted company incorporated in the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _________, 2019 by and between I-MAB, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________, an individual with _______ [passport/ID number] __________________ (the “Executive”).
I-Mab [•] American Depositary Shares Representing [•] Ordinary Shares (Par Value US$0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • I-Mab • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT dated as of September 3, 2020 by and between [NAME OF INVESTOR] and I-MABSubscription Agreement • December 1st, 2020 • I-Mab • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 3, 2020, by and between I-Mab, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and [Name of Investor] (the “Purchaser”).
CD38 PRODUCT COLLABORATION AGREEMENTCd38 Product Collaboration Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations • Hong Kong
This CD38 PRODUCT COLLABORATION AGREEMENT (the “Agreement”) is entered into on January 22, 2018 (the “Effective Date”) between I-Mab, a company organized and existing under the laws of Cayman Islands and having its registered address at P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“I-Mab”), and EVEREST MEDICINES LIMITED, a company organized and existing under the laws of Cayman Islands and having its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (“Everest”). Everest and I-Mab are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE ORDINARY SHARES of I-MAB Dated as of [●], 2020Warrant Agreement • December 1st, 2020 • I-Mab • Pharmaceutical preparations
THIS CERTIFIES THAT, for value received, [Name of Investor], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from I-Mab, a company incorporated under the laws of the Cayman Islands (the “Company”), ordinary shares of the Company, par value of US$0.0001 per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the subscription agreement, dated as of September 1, 2020, by and among the Company and the Holder described therein (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. The Holder is subject to certain restrictions set forth in the T
THE SYMBOL “[Redacted]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED COLLABORATION...Collaboration Agreement • April 29th, 2020 • I-Mab • Pharmaceutical preparations • New York
This Collaboration Agreement (“Agreement”) is made and entered into as of the date first written above (the “Effective Date”) by and between ABL Bio having a business address at 16, Daewangpangyo-ro 712beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, 13488, Republic of Korea (“ABL Bio”) and I-Mab, having a business address at P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“I-Mab ”). For purposes of this Agreement, ABL Bio and I-Mab are each referred to individually as a “Party” and together the “Parties.”
SUPPLEMENTAL AGREEMENT TO CD38 PRODUCT COLLABORATION AGREEMENTSupplemental Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
FERRING INTERNATIONAL CENTER SA and I-MAB LICENSE AND SUBLICENSE AGREEMENTLicense and Sublicense Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations
THIS LICENSE AND SUBLICENSE AGREEMENT (this “Agreement”) is effective as of 4th of November 2016 (the “Effective Date”), and is by and between FERRING INTERNATIONAL CENTER SA, a company organised and existing under the laws of Switzerland and having its principal place of business at Chemin de la Vergognausaz 50 CH-1162 Saint-Prex Switzerland (“Ferring”) and I-MAB, a company organised and existing under the laws of Cayman Islands and having its principal place of business at Floor 4, Willow House, Cricket Square, P 0 Box 2804, Grand Cayman KY1-1112, Cayman Islands, (“I-MAB”). Each party individually may be referred to herein as a “Party” and collectively both parties may be referred to herein as the “Parties.”
GENEXINE, INC. AND TASGEN BIO-TECH (TIANJIN) CO., LTD. INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT DATED October 16th, 2015Intellectual Property Assignment and License Agreement • October 4th, 2019 • I-Mab • Pharmaceutical preparations
FERRING INTERNATIONAL CENTER SA and I-MAB LICENSE AND SUBLICENSE AGREEMENTLicense Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
THIS LICENSE AND SUBLICENSE AGREEMENT (this “Agreement”) is effective as of 4th of November 2016 (the “Effective Date”), and is by and between FERRING INTERNATIONAL CENTER SA, a company organised and existing under the laws of Switzerland and having its principal place of business at *** (“Ferring”) and I-MAB, a company organised and existing under the laws of Cayman Islands and having its principal place of business at ***, (“I-MAB”). Each party individually may be referred to herein as a “Party” and collectively both parties may be referred to herein as the “Parties.”
Contract Number: Product Development Agreement of TG103 Project Between I-Mab Biopharma (Shanghai) Co., Ltd. and CSPC Baike (Shangdong) Biopharmaceutical Co., Ltd. December 10th, 2018Product Development Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
This Intellectual Property Licensing and Product Development Agreement (“this Agreement”) is signed by and between the following parties on December 10th, 2018:
I-Mab Biopharma (Hangzhou) Co., Ltd. INVESTMENT AGREEMENTInvestment Agreement • February 7th, 2024 • I-Mab • Pharmaceutical preparations • Macau
Hereinafter, the foregoing parties are collectively referred to as the “Parties”, and when a party is referred to as a “Party”, the other parties are referred to as the “Other Parties”.
Supplement to the Re-organization Framework AgreementSupplement to the Re-Organization Framework Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
This Supplement to the Re-organization Framework Agreement (hereinafter referred to as this “Supplementary Agreement”) is signed on May 31, 2018 in Tianjin by and among:
i-mab 2024 OMNIBUS INCENTIVE PLAN (Adopted by the Board of Directors on May 30, 2024) Effective Date: May 30, 20242024 Omnibus Incentive Plan • May 30th, 2024 • I-Mab • Pharmaceutical preparations
Equity Transfer Agreement of I-Mab Biopharma Co., Ltd. February 6, 2024 Equity Transfer Agreement of I-Mab Biopharma Co., Ltd.Equity Transfer Agreement • February 7th, 2024 • I-Mab • Pharmaceutical preparations
This Equity Transfer Agreement of I-Mab Biopharma Co., Ltd. (this “Agreement”) is entered into on February 6, 2024 (the “Execution Date”) in the People’s Republic of China (the “PRC”) by and among:
SECONDMENT AGREEMENTSecondment Agreement • August 30th, 2024 • I-Mab • Pharmaceutical preparations • Maryland
THIS SECONDMENT AGREEMENT (the “Agreement”) is made effective as of August 28, 2024 (the “Effective Date”) by and between I-MAB Biopharma US Limited, a Maryland corporation, with a principal place of business at 2440 Research Blvd, Suite 400, Rockville, MD 20850, USA (“I-Mab US”) and ABio-X Holdings, Inc., a Delaware corporation, with a principal place of business at 117 Kendrick Street, Suite 400, Waltham, MA 02494, USA (“ABio-X”). I-Mab US and ABio-X (each a “Party”, collectively, the “Parties”) hereby agree to the terms set forth below.
Re-organization Framework AgreementRe-Organization Framework Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations
I-MAB AND EVEREST MEDICINES LIMITED TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • November 4th, 2019 • I-Mab • Pharmaceutical preparations • Hong Kong
I-Mab Biopharma (Hangzhou) Co., Ltd. Investment Agreement July 16, 2022Investment Agreement • May 1st, 2023 • I-Mab • Pharmaceutical preparations • Macau
This INVESTMENT AGREEMENT (this “Agreement”) is entered into in the PRC on July 16, 2022 (the “Signing Date”) by and among the following parties:
GENEXINE, INC. AND TASGEN BIO-TECH (TIANJIN) CO., LTD. INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT DATED October 16th, 2015Intellectual Property Assignment and License Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
Equity Transfer Agreement of I-Mab Biopharma (Hangzhou) Co., Ltd. February 6, 2024Equity Transfer Agreement • February 7th, 2024 • I-Mab • Pharmaceutical preparations
This Equity Transfer Agreement of I-Mab Biopharma (Hangzhou) Co., Ltd. (this “Agreement”) is entered into on February 6, 2024 (the “Execution Date”) in the People’s Republic of China (the “PRC”) by and among:
THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED I-Mab Biopharma...Equity Transfer and Investment Agreement • December 1st, 2020 • I-Mab • Pharmaceutical preparations
This EQUITY TRANSFER AND INVESTMENT AGREEMENT (this “Agreement”) is entered into in the PRC on Sep 15, 2020 (the “Signing Date”) by and among the following parties:
Re-organization Framework AgreementRe-Organization Framework Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations
This Re-organization Framework Agreement (hereinafter referred to as “this Agreement”) is signed on April 18, 2018 in Tianjin by and among:
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED COLLABORATION AGREEMENTCollaboration Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
Contract Number: Product Development Agreement of TG103 Project Between I-Mab Biopharma (Shanghai) Co., Ltd. and CSPC Baike (Shangdong) Biopharmaceutical Co., Ltd. December 10th, 2018Product Development Agreement • October 4th, 2019 • I-Mab • Pharmaceutical preparations
This Intellectual Property Licensing and Product Development Agreement (“this Agreement”) is signed by and between the following parties on December 10th, 2018:
GENEXINE, INC. AND I-MAB INTELLECTUAL PROPERTY LICENSE AGREEMENT DATED DECEMBER 22, 2017Intellectual Property License Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations
Genexine and I-Mab have agreed to establish a cooperation relationship with each other, under which Genexine, as the sole and exclusive owner of all the patents, patent applications, know-hows, data and information (the “Licensed Intellectual Properties”), which relate to the Licensed Product (as defined below) and are limited to those listed on Exhibit A attached hereto and may be updated from time to time during the term of this Agreement upon mutual consents of the Parties, intends to grant the License (as defined below) of the Licensed Intellectual Properties to I-Mab so that I-Mab can engage in pre-clinical/clinical development, manufacturing, sale and distribution of the Licensed Product in the Territory (as defined below). I-Mab intends to accept the License of the Licensed Intellectual Properties from Genexine in accordance with this Agreement.
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations • Hong Kong
Each of the foregoing parties is referred to herein individually as a “Party” and collectively as the “Parties”. The Series A Investors, the Series B Investors, the Series C Investors and the Series C-1 Investors are referred to herein collectively as the “Investors”.
SERIES C SHARE PURCHASE AGREEMENT June 28, 2018Share Purchase Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations • Hong Kong
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • September 5th, 2019 • I-Mab • Pharmaceutical preparations • New York
This License and Collaboration Agreement (“Agreement”) is made and entered into effective as of November 30, 2017 (the “Effective Date”), by and between
GENEXINE, INC. AND I-MAB INTELLECTUAL PROPERTY LICENSE AGREEMENT DATED DECEMBER 22, 2017Intellectual Property License Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations
Genexine and I-Mab have agreed to establish a cooperation relationship with each other, under which Genexine, as the sole and exclusive owner of all the patents, patent applications, know-hows, data and information (the “Licensed Intellectual Properties”), which relate to the Licensed Product (as defined below) and are limited to those listed on Exhibit A attached hereto and may be updated from time to time during the term of this Agreement upon mutual consents of the Parties, intends to grant the License (as defined below) of the Licensed Intellectual Properties to I-Mab so that I-Mab can engage in pre-clinical/clinical development, manufacturing, sale and distribution of the Licensed Product in the Territory (as defined below). I-Mab intends to accept the License of the Licensed Intellectual Properties from Genexine in accordance with this Agreement.
I-Mab Biopharma (Hangzhou) Co., Ltd. SHAREHOLDERS’ AGREEMENT February 6, 2024 SHAREHOLDERS’ AGREEMENTShareholders Agreement • February 7th, 2024 • I-Mab • Pharmaceutical preparations
The foregoing parties are referred to collectively herein as the “Parties”, and when a party is referred to as a “Party”, the other parties are referred to as the “Other Parties”.
FRAMEWORK AGREEMENTFramework Agreement • October 29th, 2019 • I-Mab • Pharmaceutical preparations • Hong Kong
