AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • October 21st, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • New York
AMENDMENT No. 1 (the “Amendment”) dated as of October __, 2024 to the Deposit Agreement (the “Effective Date”), dated as of September 18, 2024 (as amended from time to time, the “Deposit Agreement”), by and among (i) Radiopharm Theranostics Limited, a company incorporated in the Commonwealth of Australia (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.
DEPOSIT AGREEMENT by and among RADIOPHARM THERANOSTICS LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED...Deposit Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2024, by and among (i) Radiopharm Theranostics Limited, a company incorporated in the Commonwealth of Australia, with its principal executive office at 62 Lygon Street, Level 3, Carlton, Victoria, 3053, Australia (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 1 Columbus Circle, New York, NY 10019, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Chief Executive Officer - Executive Service AgreementExecutive Service Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • New South Wales
Radiopharm Theranostics (USA) Inc care of Vcorp Services, LLC. Located at 701 S. Carson Street, Suite 200, Carson City NV 89701, USA (Employer)
SECOND AMENDMENT TO THE TECHNOLOGY COMMERCIALIZATION AGREEMENTTechnology Commercialization Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”), effective this 15th day of August, 2024 (the “Second Amendment Effective Date”), to the Technology Commercialization Agreement entered into by and among Board, MD Anderson and Company, dated September 9, 2022 (as amended by the Parties on June 20, 2023, the “Original Agreement”), is entered into by and among The Board of Regents of The University of Texas System (“Board”), an agency of the State of Texas, The University of Texas M. D. Anderson Cancer Center (“MD Anderson”) and Radiopharm Ventures, LLC (“Company”). Board, MD Anderson and Company may hereinafter be referred to collectively as the “Parties” or individually as a “Party.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • England and Wales
AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Amendment (“Amendment”) is made as of October 31, 2022 (the “Amendment Effective Date”), by and among The Board of Regents (“Board”) of The University of Texas System, an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“MD Anderson”), Radiopharm Ventures, LLC (“Company”) and Radiopharm Theranostics (USA), Inc. (“Radiopharm USA”). This Amendment amends the Limited Liability Company Agreement entered into by and among MD Anderson, Company and Radiopharm USA, dated September 9, 2022 (the “Agreement”).
LICENSE AMENDMENT AGREEMENTLicense Amendment Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Victoria
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Technology Commercialization Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Technology Commercialization Agreement (“Agreement”) is entered into this 9th day of September, 2022 (the “Effective Date”), by and among The Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, The University of Texas M. D. Anderson Cancer Center (“MD Anderson”), a member institution of System, having a place of business located at 1515 Holcombe Blvd., Houston, Texas 77030 and Radiopharm Ventures, LLC, a Delaware limited liability company (“NewCo”) and a wholly-owned subsidiary of RadioPharm Theranostics (“RT”). MD Anderson and NewCo may each hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Sublicense Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Sublicense Agreement (hereinafter “Agreement”) entered into as of this 7th day of June, 2022 (“Effective Date”) by and between NeoIndicate LLC, an Ohio limited liability company, having a principal place of business at 52275 Griggs Rd., Wellington, OH 44090 (“NeoIndicate” or “Licensee”) and Radiopharm Theranostics Limited, an Australian corporation, having a principal place of business at Suite 1, Level 3, 62 Lygon St, Carlton South, VIC, 3053 Australia (“RAD” or “Sublicensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”) is entered into by and between Dimitris Voliotis, MD (the “Executive”) and RADIOPHARM THERANOSTICS (USA) INC. (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Technology Commercialization Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Amendment (“Amendment”) is made as of June 20, 2023 (the “Amendment Effective date”), by and among The Board of Regents (“Board”) of The University of Texas System, an agency of the State of Texas, The University of Texas M. D. Anderson Cancer Center (“MD Anderson”), and Radiopharm Ventures, LLC (“Company”). This Amendment amends the Technology Commercialization Agreement entered into by and among Board, MD Anderson, and Company, dated September 9, 2022 (the “Agreement”).
Agreement for the Assignment of Intellectual PropertyAssignment of Intellectual Property • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Victoria
NanoMab (UK) Limited, a company incorporated and registered in England and Wales with a registered office at 720 Centennial Court Centennial Park, Elstree, Borehamwood, Hertfordshire WD6 3SY, United Kingdom (NanoMab UK); and
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Exclusive License Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Victoria
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Limited Liability Company Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Texas
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreemenf’) of RADIOPHARM VENTURES, LLC, a Delaware limited liability company (the “Company’’) is made as of September 9, 2022 (the “Effective Date”) by and among the Company and the Members.
STOCK PURCHASE AGREEMENT dated as of March 2, 2023Stock Purchase Agreement • March 20th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Delaware
● Suzanne Dance, an individual resident of New York, solely in her capacity as a representative of the Sellers (the “Sellers’ Representative”).
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Licence Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations • England and Wales
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”), effective this 15th day of August, 2024 (the “Second Amendment Effective Date”), to the Limited Liability Company Agreement entered into by and among Board (on behalf of MD Anderson), Company and Radiopharm USA, dated September 9, 2022 (as amended by the Parties on October 31, 2022, the “Original Agreement”), is entered into by and among The Board of Regents of The University of Texas System (“Board”), an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“MD Anderson”), Radiopharm Ventures, LLC (“Company”) and Radiopharm Theranostics (USA), Inc. (“Radiopharm USA”). Board (on behalf of MD Anderson), Company and Radiopharm USA may hereinafter be referred to collectively as the “Parties” or individually as a “Party.”
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Exclusive License Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations
This exclusive license agreement (“Agreement”) is made effective this 22nd day of March, 2022 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, CA 94607-5200 (“The Regents”), acting through The Technology Development Group of the University of California, Los Angeles (“UCLA”), located at 10889 Wilshire Boulevard, Suite 920, Los Angeles, CA 90095-7191, and Radiopharm Theranostics Limited. (“Licensee”), having a principal place of business at 101/50 McLachlan Avenue, Rushcutters Bay 2011 NSW, Australia.
Share subscription agreement Dated PartiesShare Subscription Agreement • July 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations
Subscriber Lantheus Omega, LLC, a wholly-owned subsidiary of Lantheus Holdings, Inc. CIK 0001521036 of 201 Burlington Road, South Building, Bedford, MA, 01730
MASTER SERVICE AGREEMENTMaster Service Agreement • October 21st, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • York
This Master Service Agreement (the “Agreement”), effective as of September 30, 2024 (the “Effective Date”), is established between AtomVie Global Radiopharma Inc., a corporation incorporated under the laws of Canada with offices located at McMaster University, Nuclear Research Building A316, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1, (“AtomVie”), and Radiopharm Theranostics Limited, ACN: 647877889 (RAD) (“CLIENT”), having a place of business at Suite 1, Level 3, 62 Lygon St, Carlton South, VIC, 3053, Australia, to define the general conditions to govern any contracted services to be undertaken for CLIENT by AtomVie. In this Agreement, CLIENT and AtomVie may be referred to individually each as “Party” or collectively as the “Parties.”
Purchase AND DEVELOPMENT AGREEMENTPurchase and Development Agreement • July 25th, 2024 • Radiopharm Theranostics LTD • Pharmaceutical preparations • Delaware
THIS PURCHASE AND DEVELOPMENT AGREEMENT (this “Agreement”), dated as of May 23, 2024, is entered into by and between (i) Lantheus Omega, LLC a Delaware limited liability company (“Purchaser”) and wholly owned subsidiary of Lantheus Holdings, Inc., and (ii) Radiopharm Theranostics Limited, an Australian public company, and Radiopharm Theranostics (USA), Inc., a Nevada corporation (each, a “Seller” and collectively, the “Sellers”). Purchaser and Sellers are, from time to time, referred to individually herein as a “Party,” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Exclusive License Agreement • February 13th, 2023 • Radiopharm Theranostics LTD • Pharmaceutical preparations
CANCER RESEARCH TECHNOLOGY LIMITED a company registered in England and Wales under number 1626049 with registered office at 2 Redman Place, London, E20 1JQ, England (CRT / Licensor); and
