Connect Biopharma Holdings Limited [•] American Depositary Shares Representing [•] Ordinary Shares (Par Value $0.000174 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT by and among CONNECT BIOPHARMA HOLDINGS 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 • March 19th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of March 18, 2021, by and among (i) Connect Biopharma Holdings Limited, a company incorporated in the Cayman Islands, with its principal executive office at Science and Technology Park, East R&D Building, 3rd Floor, 6 Beijing West Road, Taicang, Jiangsu Province, China 215400 and its registered office at Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (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 60 Wall Street, New York, NY 10005, 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).
LEASE BETWEEN PASEO DEL MAR LLC AND CONNECT BIOPHARM LLC LEASE (Short Form)Lease • March 31st, 2022 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • California
THIS LEASE is made as of December 22, 2021 , by and between PASEO DEL MAR LLC, a Delaware limited liability company, hereafter called “Landlord,” and CONNECT BIOPHARM LLC, a California limited liability company hereafter called “Tenant.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 12th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • Hong Kong
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _________, 2021, between Connect Biopharma Holdings Limited, a Cayman Islands company (the “Company”), and (the “Indemnitee”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT #2 TO EXCLUSIVE...Exclusive License Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations
This Amendment #2 (this “Amendment”) is entered into as of February 23, 2018 (the “Amendment Effective Date”) by and between Arena Pharmaceuticals, Inc. (“Licensor”) and Connect Biopharm LLC (“Company”), and modifies the Exclusive License Agreement dated June 19, 2012 by and between the parties, as amended (the “Existing Agreement” and together with this Amendment, the “Agreement”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed AMENDMENT #3 TO EXCLUSIVE...Exclusive License Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations
This Amendment #3 (this “Amendment”) is entered into as of November 19, 2020 (the “Amendment Effective Date”), by and between Arena Pharmaceuticals, Inc. (“Licensor”) and Connect Biopharm LLC (“Company”), and modifies the Exclusive License Agreement, dated June 19, 2012, by and between the parties, as amended (the “Existing Agreement”, and together with this Amendment, the “Agreement”).
House Lease ContractHouse Lease • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations
In accordance with the “Contract Law of the People’s Republic of China” and relevant provisions, in order to define the rights and obligations of the Lessor and the Lessee, Party A and Party B hereby sign this Contract upon negotiated consensus.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of June 19, 2012 (the “Effective Date”) by and between ARENA PHARMACEUTICALS, INC., located at 6166 Nancy Ridge Drive, San Diego, California, 92121, USA (“Licensor”), and CONNECT BIOPHARM LLC, a California limited liability company, located at 4128 Via Candidiz, Suite 145, San Diego, California, 92130, USA (“Company”).
House Lease ContractHouse Lease • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations
In accordance with the “ Contract Law of the People’s Republic of China” and relevant provisions, in order to define the rights and obligations of the Lessor and the Lessee, Party A and Party B hereby sign this Contract upon negotiated consensus.
February 26, 2021 CONNECT BIOPHARMA HONGKONG LIMITED and WUBIN PAN EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • Hong Kong
House Lease ContractHouse Lease • March 31st, 2022 • Connect Biopharma Holdings LTD • Pharmaceutical preparations
In accordance with the “Civil Code of the People's Republic of China” and relevant provisions, in order to define the rights and obligations of the Lessor and the Lessee, Party A and Party B hereby sign this Contract upon negotiated consensus.
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Connect Biopharm LLC (the “Company”) and its affiliates (the “Company Group”), and Dr. Zheng Wei (“Executive”), and shall be effective as of January 1, 2021 (the “Effective Date”).
House Lease ContractHouse Lease Contract • June 23rd, 2023 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • Beijing
In accordance with the Civil Code of the People’s Republic of China and other relevant provisions, Party A and Party B (individually a “Party” and collectively the “Parties”) have entered into this Contract through negotiation to clarify the rights and obligations of the Lessor and the Lessee. The location, area, term, payment of fees and rights and obligations of both Parties regarding the lease of the premises shall be governed by this Contract.
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT by and between Connect Biopharma HongKong Limited and Simcere Pharmaceutical Co., Ltd.Exclusive License and Collaboration Agreement • November 21st, 2023 • Connect Biopharma Holdings LTD • Pharmaceutical preparations • Hong Kong
Whereas, Licensor is in Control (as defined below) of certain intellectual property and other rights related to the Licensed Compound (as defined below).
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond Amended and Restated Shareholders Agreement • February 26th, 2021 • Connect Biopharma Holdings LTD • 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:
