Gracell Biotechnologies Inc. Sample Contracts

GRACELL BIOTECHNOLOGIES INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement January 7, 2021
Deposit Agreement • February 25th, 2021 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT dated as of January 7, 2021 among GRACELL BIOTECHNOLOGIES INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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GRACELL BIOTECHNOLOGIES INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Indemnification Agreement (this “Agreement”) is made as of , by and between Gracell Biotechnologies Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Name of Director] ([US passport/ID]:[*])

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Gracell Biotechnologies Inc. Shares of American Depositary Shares Each Representing Five Ordinary Shares (par value US$0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • April 28th, 2022 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York

Gracell Biotechnologies, Inc., an exempted company incorporated with limited liability under the laws of Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and BTIG, LLC (each an “Agent” and, collectively, the “Agents”), as follows:

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Working Capital (in RMB) Loan Contract
Gracell Biotechnologies Inc. • April 23rd, 2021 • Pharmaceutical preparations

Domicile: 1/F-7/F East Wing of Building 1, 122 Wangdun Road, Suzhou Industrial Park, Suzhou Special Economic Zone of China (Jiangsu) Pilot Free Trade Zone

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Voting Rights Proxy Agreement
Voting Rights Proxy Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

(In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.)

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AGREEMENT AND PLAN OF MERGER by and among ASTRAZENECA TREASURY LIMITED, GREY WOLF MERGER SUB and GRACELL BIOTECHNOLOGIES INC. Dated as of December 23, 2023
Agreement and Plan of Merger • December 26th, 2023 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2023 (this “Agreement”), is entered into by and among AstraZeneca Treasury Limited, a private limited company incorporated under the laws of England and Wales (“Parent”), Grey Wolf Merger Sub, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Gracell Biotechnologies Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” and, together with the Parent and Merger Sub, the “Parties” and each, a “Party”).

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GRACELL BIOTECHNOLOGIES INC. DIRECTOR AGREEMENT
Director Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Director Agreement (the “Agreement”) is made and entered into as of , by and between Gracell Biotechnologies Inc., a Cayman Islands company (the “Company”), and (ID Card No.: ) (the “Director”).

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Amendment to Call Option Agreement
Call Option Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Amendment to Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 10, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

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Call Option Agreement
Call Option Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 10, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

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EXCLUSIVE LICENSE AGREEMENT [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because Gracell Biotechnologies Inc. has determined it is not material and would be competitively harmful if publicly...
Exclusive License Agreement • January 4th, 2021 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • California

THIS AGREEMENT is made and entered into on April 19th , 2017 (hereinafter “EFFECTIVE DATE”) by and between ProMab Biotechnologies, Inc. a corporation, whose address is 2600 Hilltop Drive, Building B, Suite C320, Richmond, CA 94806 USA (hereinafter “PROMAB”) and Unitex Capital Ltd., a BVI limited liability company, whose address is 1208 E. Arques Ave., Sunnyvale, CA 94085 (hereinafter “LICENSEE”). PROMAB and LICENSEE are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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Technical Consultation and Service Agreement
Consultation and Service Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Technical Consulting and Services Agreement (the “Agreement”) is entered into as of January 3, 2019 in Shanghai, People’s Republic of China (“PRC” or “China”) between the following two parties:

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Equity Pledge Supplementary Agreement
Equity Pledge Supplementary Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Equity Pledge Supplementary Agreement (this “Agreement”) has been executed by and among the following parties on November 10, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

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Equity Pledge Agreement
Equity Pledge Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 10, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

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Business Cooperation Agreement
Business Cooperation Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 3, 2019 in Shanghai, the People’s Republic of China (“China” or the “PRC”).

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GRACELL BIOTECHNOLOGIES INC. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Hong Kong

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into on October 20, 2020 by and among:

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MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • April 22nd, 2022 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York

This Manufacturing Services Agreement (the “Agreement”) is executed on March 31, 2021 and takes into effect on April 1, 2021 (the “Effective Date”) between Lonza Houston, Inc., 14905 Kirby Drive, Pearland, TX 77047, USA (“LONZA”), Suzhou Gracell Biotechnologies Co., Ltd. (“Gracell Suzhou”), Building 12, Zone B, Phase II, Biomedical Industrial Park, No. 218 Sangtian Road, Suzhou Industrial Park, Suzhou, Jiangsu Province, China 215123, and Gracell Biopharmaceuticals, Inc., 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, USA 19801 (“Gracell US”, together with Gracell Suzhou, “CLIENT”) (each of LONZA and CLIENT, a “Party” and, collectively, the “Parties”).

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GRACELL BIOTECHNOLOGIES INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Hong Kong

This Employment Agreement (the “Agreement”) is made and entered into as of , by and between Gracell Biotechnologies Inc., a Cayman Islands company (the “Company”), and (ID Card No.: ) (the “Employee”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 7th, 2023 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York

The Company and the Purchasers are sometimes each referred to herein as a “Party” and collectively as the “Parties.” This Agreement, the Warrant (as defined below) and any agreements and documents that may be required to implement the transactions contemplated by this Agreement, are referred to herein as the “Transaction Documents.” The transactions contemplated under this Agreement and the Transaction Documents are collectively referred to herein as the “Transactions”.

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Gracell Biotechnologies Inc. [●] Ordinary Shares ($0.0001 par value per share) Each represented by American Depositary Shares Underwriting Agreement
Deposit Agreement • January 4th, 2021 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York
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AMENDED AND RESTATED No.1 TO EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because Gracell Biotechnologies Inc. has determined it is not...
Exclusive License Agreement • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

This Amended and Restated Agreement (“Agreement”) is made effective November 29th , 2017 (the “Effective Date”) by and between ProMab Biotechnologies, Inc (hereinafter called “PROMAB”), a company having its principle office at 2600 Hilltop Drive, Building B, Suite C320, Richmond, CA94806, and Unitex Capital Ltd (hereinafter called “LICENSEE”), a company having its principle office at 1208 E. Arques Ave., Sunnyvale, CA 94085 and Gracell Biotechnologies Co. Ltd. 亘喜生物科技（上海）有限公司 (hereinafter called “亘喜”), a company having its principle office at Level 12, No.926 Yishan Road, Shanghai China. PROMAN, LICENSEE and 亘喜 are at times referred to in this Agreement as “the parties”.

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Working Capital (in RMB) Loan Contract (Ver. 1.0, 2021)
Gracell Biotechnologies Inc. • April 23rd, 2021 • Pharmaceutical preparations
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Fixed Assets Loan Contract No.: 512HT2020104831
Fixed Assets • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Hong Kong

☐ This Contract is a specific Contract under the Credit Extension Agreement numbered / (If this article is applicable, check the box).

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Working Capital (in RMB) Loan Contract
Working Capital • December 18th, 2020 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

In view of the need of paying for goods, Party A applies for a loan to Party B, and Party B agrees to issue a loan to Party A. This Contract has been entered into by and between both parties through negotiation and in accordance with relevant laws, regulations and rules for mutual compliance.

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Working Capital Loan Contract
Gracell Biotechnologies Inc. • April 23rd, 2021 • Pharmaceutical preparations

In order to protect your rights and interests, please read carefully before signing this Contract, check and verify the following:

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 22nd, 2022 • Gracell Biotechnologies Inc. • Pharmaceutical preparations

THIS AGREEMENT is made and entered into on May 11, 2021 (hereinafter the “Effective Date”) by and between FutureGen Biopharmaceutical Co., Ltd. a PRC corporation, whose address is 201, 2/F, Building No.1, #16 Baoshen South Street, Daxing District, Beijing (hereinafter “FUTUREGEN”) and Gracell Biotechnologies (HK) Limited, a Hong Kong company, whose business address is Building 3, 418 Guilin Road, Xuhui District, Shanghai, China 200233 (hereinafter “GRACELL”). FUTUREGEN and GRACELL are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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LICENSE AGREEMENT
License Agreement • April 25th, 2023 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • New York

This License Agreement (this “Agreement”), entered into by and between Seagen Inc., a Delaware corporation with offices at 21823 30th Drive SE, Bothell, WA 98021 (“Seagen”), and Gracell Biotechnologies Inc., a Cayman Island company with offices at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, George Town, Cayman Islands (“Gracell”) (each of Seagen and Gracell may be referred to herein, individually, as a “Party” or, together, as the “Parties”), is effective as of March 8, 2023 (the “Effective Date”).

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Contract of Maximum Guarantee (Version 2.0, 2018)
Filling Instructions • April 23rd, 2021 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Shanghai

In order to ensure the discharge of multiple creditor’s rights between Party B and Suzhou Gracell Biotechnologies Co., Ltd. (hereinafter referred to as the “Master Contract Debtor”) within a certain period and guarantee the realization of Party B’s creditor’s rights, Party A is willing to provide the Maximum Amount Guarantee for the debtor’s discharge of the debts, and Party B agrees to accept the Maximum Amount Guarantee provided by Party A. NOW, THEREFORE, according to the General Provisions of the Civil Law of the People’s Republic of China, the Contract Law of the People’s Republic of China, the Guarantee Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B reach the following agreement through equal negotiation:

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • December 26th, 2023 • Gracell Biotechnologies Inc. • Pharmaceutical preparations • Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2023, by and between AstraZeneca Treasury Limited, a private limited company incorporated under the laws of England and Wales (“Parent”), and the undersigned holder (the “Shareholder”) of ordinary shares of Gracell Biotechnologies Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 23, 2023, by and among Parent, Grey Wolf Merger Sub, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merg

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