2,000,000 Shares APRINOIA Therapeutics Inc. Ordinary Shares of Par Value US$0.40 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations • New York
APRINOIA Therapeutics Inc., an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions in this agreement (the “Agreement”), to issue and sell to the several underwriters listed in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 2,000,000 ordinary shares (the “Ordinary Shares”) of par value $0.40 per share of the Company (such Ordinary Shares are hereinafter referred to as the “Firm Shares”). At the option of the Underwriters, the Company agrees, subject to the terms and conditions herein, to issue and sell to the Underwriters up to an aggregate of 300,000 additional Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares, are herein referred to collectively as the “Shares.” The respective number of Shares to be purchased by each Underwriter is set forth opposite its name in Schedule I hereto.
ASSIGNMENT AND CONSULTING SERVICE AGREEMENTAssignment and Consulting Service Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND CONSULTING SERVICE AGREEMENT (“Agreement”), dated as of March 30 , 2023 (“Effective Date’’), is entered into by and between Suzhou Aprinoia Therapeutics Co. Ltd., a company duly organized under the laws of People’s Republic of China, having its registered office at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhoulndustrial Park, Suzhou, PRC (“APN SZ”), APRINOIA Therapeutics Inc., a company incorporated under the laws of the Cayman Islands, with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“APN Cayman”), Yantai Yitai Pharmaceutical Technology Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its registered office at Room 101, Block 52, No. 500, East Bin Hai Rd., Mu Ping District, Yan Tai, Shandong Province, PRC (“Yitai”), and Yantai Dongcheng Pharmaceutical Group Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at No
APRINOIA THERAPEUTICS INC. DIRECTOR AGREEMENTDirector Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Director Agreement (the “Agreement”) is made and entered into as of _______________, 2024, by and between APRINOIA Therapeutics Inc., a Cayman Islands company (the “Company”), and _______________ (ID Card No.: _______________) (the “Director”).
Amendment Number Four AgreementNumber Four Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Amendment Agreement (the “Number Four Agreement”) is entered into as indicated below, among National Institutes for Quantum Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhou Industrial Park, Suzhou 215213, China, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW, the Amendment Agreement (the “Number One Agreement”) executed on January 11th ,2018, the Amendment Number Two Agreement (the “Number Two Agreement”) executed on June 1st ,2019 and the Amendment Number Three Agreement (the “
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations • Hong Kong
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”), dated as of March 20, 2023 (“Effective Date”), is entered into by and between APRINOIA Therapeutics Inc., a company duly organized under the laws of Japan, having its place of business at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan (“APN JP”), APRINOIA Therapeutics Inc., a company incorporated under the laws of the Cayman Islands, with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“APN Cayman”), Yantai Yitai Pharmaceutical Technology Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at Room 101, Block 52, No. 500, East Bin Hai Rd., Mu Ping District, Yan Tai, Shandong Province, PRC (“Yitai”), and Yantai Dongcheng Pharmaceutical Group Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at No.7, Changbai Mountain Rd., Economic and Technological Development
Exclusive License AgreementExclusive License Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Exclusive License Agreement (the “Agreement”), dated as of October 20th, 2016, (“Effective Date”) is entered into by and between the National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, and APRINOIA Therapeutics Inc. (“APRINOIA”), a corporation of Taiwan, having an address at 17F., No.270, Sec. 4, Zhongxiao E. Rd., Da-an Dist., Taipei City 106, Taiwan (R.O.C.).
Amendment AgreementAmendment Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Amendment Agreement (the “Agreement”) is entered into as indicated below, among the National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan (which is migrated from 17F., No.270, Sec. 4, Zhongxiao E. Rd., Da-an Dist., Taipei City 106, Taiwan (R.O.C.) on January 16th, 2017) and APRINOIA Therapeutics Inc. (“APRINOIA KY”), a corporation of Cayman Islands, having an address at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW.
Amendment Number Two AgreementNumber Two Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Amendment Agreement (the “Number Two Agreement”) is entered into as indicated below, among National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan and APRINOIA Therapeutics Inc. (“APRINOIA KY”), a corporation of Cayman Islands, having an address at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW and the Amendment Agreement (the “Number One Agreement”) executed on January 11th ,2018 by QST, APRINOIA TW and APRINOIA KY.
Amendment Number Three AgreementNumber Three Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Amendment Agreement (the “Number Three Agreement”) is entered into as indicated below, among National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan, APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhou Industrial Park, Suzhou 215213, China, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW, the Amendment Agreement (the “Number One Agreement”
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
THIS RESEARCH COLLABORATION AGREEMENT (“Agreement”) is made and effective as the 20th day of December, 2018 (“Effective Date”), by and between APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).
Assignment AgreementAssignment Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Assignment Agreement (“Assignment Agreement”) is made and entered into effective as of the date of last signature below (the “Assignment Date”), by and among APRINOIA Therapeutics Inc. (Taiwan) (“Assignor”) with its principal place of business being 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan, APRINOIA Therapeutics Limited (Hong Kong) (“Assignee”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S. (“Lundbeck”) with its principal place of business being Ottiliavej 9, 2500 Valby, Denmark and AbbVie Inc. (“AbbVie”) with its principal place of business being 1 N Waukegan Rd, North Chicago, IL, 60064 USA.
SECURITY AGREEMENT Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that the Company customarily and actually treats that as private or...Security Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations • New York
This Security Agreement (this “Security Agreement”) is made as of the 15th day of February 2024, by and between Aprinoia Therapeutics Inc., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Grantor”) and R Investments LLC, a Delaware limited liability company, or such party’s assigns (“Noteholder”) with offices at 1 Pelican Lane, Palm Beach, Florida 33480.
CONSULTING SERVICE AGREEMENTConsulting Service Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
Whereas, Party A has entered into that certain License and Commercialization Agreement with an affiliate of Party B, APRINOIA Therapeutics Inc., a company duly organized under the laws of Japan with its place of business at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan (“APN JP”), under which APN JP grants to Party A an exclusive license under [18F] APN-1607 within the Licensed Field in the Licensed Territory.
FIFTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Fifth Amendment (the “Fifth Amendment”), dated as of last signature on this agreement (“Fifth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.
KTB China Synergy Fund Daiwa Taiwan-Japan Biotech Fund Wealth Path Investments Limited ShangPharma Investment Group Limited Eminent II Venture Capital Corporation Company K promising Service Fund Eminent III Venture Capital Corporation DTNI-Startup...Shareholders’ Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Shareholders’ Agreement (this “Agreement”) is made on the 24th day of September 2021 (“Effective Date”), by and among the following parties:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2024 by and between APRINOIA Therapeutics Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and __________________ (the “Indemnitee”).
FOURTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Fourth Amendment (the “Fourth Amendment”), dated as of January 25, 2022 (“Fourth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.
SIXTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Sixth Amendment (the “Sixth Amendment”), dated as of last signature on this agreement (“Sixth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.
SECOND AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Second Amendment (the “Second Amendment”), effective as December 1, 2019, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018 and the First Amendment (the “First Amendment” and incorporated herein by reference) effective February 20, 2019, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).
THIRD AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTCertain • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This Third Amendment (the “Third Amendment”), effective as November 30, 2020, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018, the First Amendment (the “First Amendment” and incorporated herein by reference) effective February 20, 2019 and the Second Amendment (the “Second Amendment” and incorporated herein by reference) effective December 1, 2019, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).
APRINOIA THERAPEUTICS INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2024 by and between APRINOIA Therapeutics Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________ (the “Executive”).
FIRST AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”), effective as February 20, 2019, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S (“Lundbeck’’), having an office at OttiIiavej 9, Valby, 2500, Denmark, and AbbVic Inc. (“AbbVic”), a company having an office at 1 N Waukegan Rd, North Chicago. IL, USA (each a “Party” and collectively, “Parties”).
