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).
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.”
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”).
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.”
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”).
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.
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.”
