ContractEmployment Agreement • October 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
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. andMerger Agreement • October 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.
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 • October 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”);
OFFICE LEASEOffice Lease • October 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 DETAILSEmployment Agreement • October 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
LOAN AGREEMENT OF €4,000,000Loan Agreement • October 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.
ContractService Agreement • October 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • October 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 • October 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”.
STOCK PURCHASE AGREEMENT by and among TELIX PHARMACEUTICALS (US) INC., RLS GROUP LTD., RLS (USA) INC. and, PERCEPTIVE CREDIT HOLDINGS III, LP Dated as of September 20, 2024Stock Purchase Agreement • October 17th, 2024 • Telix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 20, 2024, by and among Telix Pharmaceuticals (US) Inc., a Delaware corporation (the “Buyer”), RLS Group Ltd., a Bahamian international business company (“Seller”), RLS (USA) Inc., a Delaware corporation (the “Company”) and Perceptive Credit Holdings III, LP (the “Indemnity Participant”).
