SHARE PURCHASE AGREEMENT AMONG HOLDERS OF ALL ISSUED AND OUTSTANDING SHARES OF ARTMS INC. LISTED IN SCHEDULE 2.1 WHICH SCHEDULE IS BEING DELIVERED BY SUCH HOLDERS CONCURRENTLY WITH THE EXECUTION OF THIS SHARE PURCHASE AGREEMENT AND 15818001 CANADA...Share Purchase Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations • British Columbia
AMONG: HOLDERS OF ALL ISSUED AND OUTSTANDING SHARES OF ARTMS INC. LISTED IN SCHEDULE 2.1 WHICH SCHEDULE IS BEING DELIVERED BY SUCH HOLDERS CONCURRENTLY WITH THE EXECUTION OF THIS SHARE PURCHASE AGREEMENT (collectively referred to as the “Vendors” and individually as a “Vendor”);
ContractTelix Pharmaceuticals LTD • May 17th, 2024 • Pharmaceutical preparations
OFFICE LEASEOffice Lease • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
THIS OFFICE LEASE (this “Lease”) is executed this ____ day of April, 2022 (the “Effective Date”), by and between CREW HQ, LLC, an Indiana limited liability company (“Landlord”), and TELIX PHARMACEUTICALS (US), INC., a Delaware corporation (“Tenant”).
KEY DETAILSTelix Pharmaceuticals LTD • May 17th, 2024 • Pharmaceutical preparations
Telix Pharmaceuticals Limited [ ● ] American Depositary Shares Representing [ ● ] Ordinary Shares (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations • New York
The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [ ● ] (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with [ ● ], as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Employment Agreement by and among Telix Pharmaceuticals and Richard ValeixEmployment Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
ContractService Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
This license agreement (the “Agreement”) is made as of January 16, 2017 (the “Effective Date”) by and between Wilex AG, having its principal place of business at Grillparzerstr. 18, 81675 Munich, Germany (“Wilex”) and Telix International Pty Ltd ACN 616 657 839 having its principal place of business at, at Suite 226, 55 Flemington Road, North Melbourne, Victoria 3051, Australia (“Telix”).
LICENSE AGREEMENTLicense Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations • Indiana
This License Agreement (the “Agreement”), effective as of April 8, 2022 (the “Effective Date”), is entered into by and between Telix International Pty Ltd, an Australian private company with a place of business at Suite 401, 55 Flemington Road, North Melbourne VIC 3051, Australia (“Telix”), Eli Lilly Kinsale Limited, an Irish private limited company with a place of business at Dunderrow, Kinsale Co., Kinsale, Ireland (“Lilly”), and, solely for purposes of Section 10.8, Telix Pharmaceuticals Limited, owner of all of the outstanding stock of Telix and an Australian public company with a place of business at Suite 401, 55 Flemington Road, North Melbourne VIC 3051, Australia (“Telix Parent”). Telix and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties”.
LOAN AGREEMENT OF €4,000,000Loan Agreement • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
The public limited company “IMBC Spinnova”, whose registered office is located at 7000 Mons, rue des Quatre Fils Aymon, 14. Registered in the Hainaut Register of Legal Persons (Mons section) under company number 0870.661.013.
AGREEMENT AND PLAN OF MERGER dated as of February 7, 2024 by and among Telix Pharmaceuticals Limited, CYCLONE Merger Sub I, Inc., CYCLONE Merger Sub II, Inc., QSAM BIOSCIENCES, INC. andAgreement and Plan of Merger • May 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations • Victoria
This Agreement and Plan of Merger (this “Agreement”), dated as of February 7, 2024, is entered into by and among Telix Pharmaceuticals Limited ACN 616 620 369, a public limited company registered under the Laws of the Commonwealth of Australia (“Buyer”), Cyclone Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer (“Merger Sub I”), Cyclone Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer (“Merger Sub II”, and together with Merger Sub I, “Merger Subs”), QSAM Biosciences, Inc., a Delaware corporation (the “Company”), and David H. Clarke, solely in his capacity as the Company Stockholder Representative hereunder.
