Ambrx Biopharma Inc. American Depositary Shares Underwriting AgreementUnderwriting Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
Ambrx Biopharma Inc., an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] American Depositary Shares representing [•] ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm ADSs”) and, at the election of the Underwriters, up to [•] additional American Depositary Shares representing [•] Ordinary Shares (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).
AMBRX BIOPHARMA INC. AMERICAN DEPOSITARY SHARES EACH REPRESENTING 7 ORDINARY SHARES SALES AGREEMENTSales Agreement • July 29th, 2022 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
AMBRX BIOPHARMA INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
This Indemnification Agreement (this “Agreement”) is made as of , by and between Ambrx Biopharma Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Name of Director/Officer] ([US passport/ID]:[*])
LEASE AGREEMENTLease Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT is made this 15th day of March, 2005, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This Amendment (the “Amendment”) to the Executive Employment Agreement is made as of the date indicated below. This Amendment amends the Executive Employment Agreement, executed September 24, 2020, by and between Ambrx, a Delaware corporation (the “Company”), and Jinchun (AKA “Joy”) YAN, MD, PhD (“Executive”) (the “Executive Agreement”).
AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENTCollaborative License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Collaborative License Agreement (the “Agreement”) is entered into and made effective as of October 10, 2014 (the “Amended and Restated Effective Date”), by and between Ambrx, Inc., a Delaware corporation (“Ambrx”) located at 10975 North Torrey Pines Road, La Jolla, CA 92037, and The California Institute for Biomedical Research, a nonprofit public benefit corporation (“Institute”) located at 11119 North Torrey Pines Road, La Jolla, CA with respect to the facts set forth below. Each of Ambrx and Institute shall be called a “Party” and collectively the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. RESEARCH COLLABORATION AND EXCLUSIVE LICENSE...Research Collaboration and Exclusive License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
THIS RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of April 1, 2013 (the “Effective Date”), by and between AGENSYS, INC., a corporation organized and existing under the laws of the State of California (“Agensys”) and AMBRX, INC., a corporation organized and existing under the laws of the State of Delaware (“Ambrx”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CO-DEVELOPMENT AND LICENSE AGREEMENT Between...Co-Development and License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of June 14, 2013 (the “Effective Date”), is between AMBRX, Inc., a Delaware Corporation having the principal business address at 10975 North Torrey Pine Road, La Jolla, California 92037, USA for and on behalf of itself and its Affiliates (together with its Affiliates, “AMBRX”), and , Zhejiang Medicine Co., Ltd., a company duly organized and existing under the laws of the People’s Republic of China and having the principal business address at 268 Dengyun Road, Gongshu District, Hangzhou, Zhejiang, P.R. China, for and on behalf of itself and its Affiliates (together with its Affiliates, “ZMC”). AMBRX and ZMC may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 15th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 11, 2023 (the “Effective Date”), by and among Ambrx Biopharma Inc., a Cayman Islands exempted company (“Ambrx”), New Ambrx Biopharma Inc., a Delaware corporation (“Parent”), and Ambrx Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Merger Sub”, together with Ambrx and Parent, the “Parties” and each, a “Party”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of May 19, 2005, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 12th, 2023 • Ambrx Biopharma Cayman, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Executive Employment Agreement (“Agreement”) amends and restates in its entirety that certain Executive Employment Agreement, dated as of [DATE] (the “Previous Employment Agreement”), by and between Ambrx, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Executive”), and is made effective as of [DATE], 2023 (“Effective Date”), by and between the Company and the Executive (collectively, the “Parties”, and individually, a “Party”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This License Agreement is entered into and made effective as of this 26th day of August, 2003 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”) located at 10550 North Torrey Pines Road, La Jolla, California 92037, and Ambrx, Inc., a Delaware corporation (“Licensee”) located at 10410 Science Center Drive, San Diego, California 92121, with respect to the facts set forth below.
SHAREHOLDERS AGREEMENTShareholders Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
THIRD AMENDMENT TO LEASELease Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of July 28, 2016 (“Effective Date”), by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT (Relaxin)Collaboration and License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into effective as of September 21, 2011 (the “Effective Date”) by and between Ambrx, Inc., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Ambrx and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT TO LEASELease Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of December 1, 2011, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”).
CO-DEVELOPMENT AND LICENSE AGREEMENT among NOVOCODEX BIOPHARMACEUTICALS LTD. and AMBRX, INC. Dated as of 22 October, 2019Co-Development and License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • Hong Kong
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of 22 October, 2019 (the “Effective Date”), is between, Ambrx, Inc., a Delaware corporation having its principal business address at 10975 North Torrey Pines Road, La Jolla, California 92037, USA, for and on behalf of itself and its Affiliates (together with its Affiliates, “Ambrx”), and NovoCodex Biopharmaceuticals Ltd., a company registered under the laws of the People’s Republic of China, with its registered address in Shaoxing, China, for and on behalf of itself and its Affiliates (together with its Affiliates, “Novocodex”). Novocodex currently is majority owned by Zhejiang Medicine Co. Ltd., a company registered with address in Shaoxing, China. Ambrx and Novocodex may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT (FGF21)Collaboration and License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of September 21, 2011 (the “Effective Date”) by and between AMBRX, INC., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Ambrx and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (“Agreement”) is made effective as of June 4, 2021 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and SONJA NELSON, CPA (“Executive”).
Ambrx Biopharma, Inc. 10975 Torrey Pines Road La Jolla, CA 92037Executive Employment Agreement • March 30th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
This letter agreement (this “Amendment”) memorializes certain amendments to your executive employment agreement, dated June 4, 2021 (the “Employment Agreement”), between you and Ambrx Biopharma, Inc. (the “Company”), as set forth below.
EXCLUSIVE LICENSE AGREEMENT FOR CYCLOADDITIONS IN BIOLOGICAL SYSTEMS PROMOTED BY STRAINED II-BONDSExclusive License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This exclusive license agreement (“Agreement”) is effective December 16, 2009 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and AMBRX, INC., a Delaware corporation having a principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“LICENSEE”). The parties agree as follows:
CO-DEVELOPMENT AND LICENSE AGREEMENT between SINO BIOPHARMACEUTICAL CO., LTD. and AMBRX, INC. Dated as of January 13, 2020Co-Development and License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • Hong Kong
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of January 13, 2020 (the “Effective Date”), is between Ambrx, Inc., a Delaware corporation having its principal business address at 10975 North Torrey Pines Road, La Jolla, California 92037, USA, for and on behalf of itself and its Affiliates (together with its Affiliates, “Ambrx”), and Sino Biopharmaceutical Co., Ltd., a company registered under the laws of the Cayman Islands, with its registered address in Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, for and on behalf of itself and its Affiliates (together with its Affiliates, “Sino”). Ambrx and Sino may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (“Agreement”) is made effective as of November 1, 2022 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Daniel J. O’Connor (the “Executive”) (collectively, the “Parties”, and individually, a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 3rd, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 19, 2018 by and between Ambrx, Inc., a Delaware corporation (the “Company”) and Feng Tian (the “Executive”) (collectively the “Parties”; individually a “Party”).
COLLABORATION AND EXCLUSIVE LICENSE AGREEMENTCollaboration and Exclusive License Agreement • May 28th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of March 4, 2019 (the “Effective Date”) by and between AMBRX, INC., a Delaware corporation having its principal place of business at 10975 North Torrey Pines Road, La Jolla, CA 92037 (“Ambrx”), and BeiGene, Ltd., a corporation organized under the laws of the Cayman Islands having an address at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands (“BeiGene”). Ambrx and BeiGene are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective as of May 15, 2023, by and between Ambrx, Inc. (the “Company”) and Daniel J. O’Connor (“Executive”).
ContractRetention Agreement • March 30th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2023, between Ambrx Biopharma Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and the purchasers named on the signature pages hereto (each a “Purchaser” and together, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2023 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New Jersey
This Executive Employment Agreement (“Agreement”) is made effective as of April 28, 2023(“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and Andrew Aromando, (the “Executive”) (collectively, the “Parties”, and individually, a “Party”).
