ADAGENE INC. ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Adagene Inc. • Pharmaceutical preparations • New York
The undersigned understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. LLC and Jefferies LLC, as representatives (each, a “Representative,” and collectively, the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Adagene Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives, of a certain number of American Depositary Shares (“American Depositary Shares”), representing ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). The undersigned is, or is expected to be, a record or beneficial owner of American Depositary Shares, Ordinary Shares, or securities convertible into or exercisable or exchangeable for such American Depositary Shares or Ordinary Shares (collectivel
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, by and between Adagene Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”). This Agreement is effective as of the Hire Date (as defined below) (the “Effective Date”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among ADAGENE INC. AND ITS SUBSIDIARIES ORDINARY SHAREHOLDERS NAMED HEREIN SERIES A SHAREHOLDERS NAMED HEREIN SERIES B SHAREHOLDERS NAMED HEREIN AND SERIES C SHAREHOLDERS NAMED HEREIN DECEMBER...Shareholders Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • Hong Kong
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the meanings set forth in the Share Purchase Agreement (as defined below).
LICENSE AGREEMENT AMONG ADC THERAPEUTICS SA AND ADAGENE Inc.License Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • York
THIS LICENSE AGREEMENT (“License Agreement”) is made and entered into as of April 11, 2019 (“Execution Date”), by and between ADC THERAPEUTICS SA, a company having an address at Route de la Corniche 3B, 1066 Epalinges, Switzerland (“ADCT”), ADAGENE Inc. a Cayman company having an address at Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KY1-1205, Cayman Islands (the “Adagene”), ADAGENE also acting on behalf and for the account of its affiliated companies, including in the USA and in PRC, as listed in Annex 6 (individually “ADAGENE Affiliate” and collectively “ADAGENE Affiliates”). ADCT and ADAGENE are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Dragon Boat Biopharmaceutical (Shanghai) Limited. AND Adagene Inc. Cooperation Agreement on International Interests of [***] Project May 2019Cooperation Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations
This Cooperation Agreement on International Interests of [***] Project (this “Agreement”) is made and entered into by and among the following Parties on May 22, 2019 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTFourth • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • Hong Kong
Dragon Boat Biopharmaceutical (Shanghai) Limited. AND Adagene (Suzhou) Limited Cooperation Agreement on the [***] Project May 2019Cooperation Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations
This Cooperation Agreement on the [***] Project (this “Agreement”) is made and entered into by and among the following parties on May 22, 2019 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
Guilin Sanjin Pharmaceutical Co., Ltd. AND Adagene (Suzhou) Limited Cooperation Agreement on the PD-L1 Project December 2018Cooperation Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations
This Cooperation Agreement on the PD-L1 Project (this “Agreement”) is made and entered into by and among the following parties on December 27, 2018 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
CONFIDENTIAL MATERIAL TRANSFER AND COLLABORATION AGREEMENTTransfer and Collaboration Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • New York
This Material Transfer and Option Agreement (“Agreement”), is made on April 11, 2019 (“Effective Date”) and is entered into by and between ADC THERAPEUTICS SA, a company having an address at Route de la Corniche 3B, 1066 Epalinges, Switzerland (“ADCT”), ADAGENE Inc., a Cayman company having an address at Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KY1-1205, Cayman Islands, (“ADAGENE”), ADAGENE also acting on behalf and for the account of its affiliated companies, including in the USA and in PRC, as listed in Annex 7 (individually “ADAGENE Affiliate” and collectively as “ADAGENE Affiliates”). ADCT and ADAGENE are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Guilin Sanjin Pharmaceutical Co., Ltd. AND Adagene Inc. Cooperation Agreement on International Interests of PD-L1 Project December 2018Cooperation Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations
This Cooperation Agreement on International Interests of PD-L1 Project (this “Agreement”) is made and entered into by and among the following Parties on December 27, 2018 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 1st, 2021 • Adagene Inc. • Pharmaceutical preparations • California
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of February 1, 2021 (the “Effective Date”), by and between EXELIXIS, INC., a Delaware corporation having an address at 1851 Harbor Bay Parkway, Alameda, CA 94502, USA (“Exelixis”) and ADAGENE INCORPORATED, a Delaware corporation having an address at 315 Montgomery Street, Suite 900, San Francisco, CA 94104 (“Adagene”). Exelixis and Adagene may be referred to herein individually as a “Party” or collectively as the “Parties”.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 26th, 2022 • Adagene Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of February 25, 2022 (the “Effective Date”), by and between ADAGENE INCORPORATED, a Delaware corporation having an address at 10179 Huennekens St., San Diego, CA 92121, USA (“Adagene”) and GENZYME CORPORATION, a Massachusetts corporation having an address at 50 Binney St., Cambridge, MA, 02142 (“Sanofi”). Sanofi and Adagene may be referred to herein individually as a “Party” or collectively as the “Parties”.
Adagene Inc. American Depositary Shares Each Representing 1.25 Ordinary Shares ($0.0001 par value per Ordinary Share) SALES AGREEMENTSales Agreement • March 29th, 2024 • Adagene Inc. • Pharmaceutical preparations • New York
Adagene Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2020 • Adagene Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of (the “Effective Date”), by and between Adagene Inc. a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • Hong Kong
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between (i) Adagene Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”) and (ii) , an individual holding a numbered serving as [ of the Company (the “Officer”)]/[a director of the Company (the “Director”)]. The [Officer/Director] shall be referred to herein as the “Indemnitee”.
