Taiwan Liposome Company, Ltd. [•] American Depositary Shares (par value NT$10 per share) Underwriting AgreementTaiwan Liposome Company, Ltd. • April 16th, 2018 • Pharmaceutical preparations • New York
Taiwan Liposome Company, Ltd., a Taiwanese stock corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), representing two shares of common stock (the “Common Stock”), nominal value NT$10 per share (the “Firm Securities”) pursuant to this underwriting agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs representing [•] shares of Common Stock pursuant to such option, which are collectively called the “Option Securities.” The Firm Securities and, if and to the extent such option is exercised, the Option Securities, are collectively called the “Offered Securities.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities. To the extent
INDEMNITY AGREEMENTIndemnity Agreement • September 17th, 2018 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between TAIWAN LIPOSOME COMPANY, LTD. (the “Company”), a company limited by shares under the provisions of the Company Act of the Republic of China (“ROC”), and (“Indemnitee”). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.
ContractTaiwan Liposome Company, Ltd. • February 16th, 2018 • Pharmaceutical preparations
The English version of this document is a translation of the original version in Chinese. In the event of any discrepancies between the Chinese and English versions, the Chinese version shall prevail.
ContractCommercialization Agreement Confidential • April 16th, 2018 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations
*** = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Premises Lease ContractTaiwan Liposome Company, Ltd. • February 16th, 2018 • Pharmaceutical preparations
This lease contract is entered into by and between Party A and Party B through negotiation regarding the premises lease, with the following terms:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 3rd, 2019 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 27, 2018, by and between CATHAY BANK (“Bank”) and TAIWAN LIPOSOME COMPANY, LTD., a Taiwan registered company (“Parent”), and TLC BIOPHARMACEUTICALS, INC., a Delaware corporation (“TLC,” and together with Parent, each a “Borrower” and collectively, “Borrowers”).
ContractShareholders’ Agreement • April 16th, 2018 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations
*** = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2020 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations • California
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of June 18, 2020 (the “Second Amendment Date”), by and among CATHAY BANK (“Bank”) and TAIWAN LIPOSOME COMPANY, LTD., a Taiwan registered company (“Parent”), and TLC BIOPHARMACEUTICALS, INC., a Delaware corporation (“TLC,” and together with Parent, each a “Borrower” and collectively, “Borrowers”).
First Amendment to the Share Swap AgreementShare Swap Agreement • August 4th, 2021 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations
This first amendment to the share swap agreement (the “Amendment”) is entered into by and between Woods Investment Company, Ltd., a company limited by shares incorporated pursuant to the laws of the Republic of China with unified business number of 90829607 (“Party A”) and Taiwan Liposome Co., Ltd., a company limited by shares incorporated pursuant to the laws of the Republic of China with unified business number of 16176150 (“Party B”, Party A and Party B are collectively referred to as “Parties” and each, a “Party”) on August 4, 2021.
FIRST AmendmentLoan and Security Agreement • April 30th, 2019 • Taiwan Liposome Company, Ltd. • Pharmaceutical preparations • California
THIS first AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2019, by and between CATHAY BANK (“Bank”) and TAIWAN LIPOSOME COMPANY, LTD., a Taiwan registered company (“Parent”), and TLC BIOPHARMACEUTICALS, INC., a Delaware corporation (“TLC,” and together with Parent, each a “Borrower” and collectively, “Borrowers”).
