APRINOIA Therapeutics Inc. Sample Contracts

ASSIGNMENT AND CONSULTING SERVICE AGREEMENT
Assignment and Consulting Service Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

THIS ASSIGNMENT AND CONSULTING SERVICE AGREEMENT (“Agreement”), dated as of March 30 , 2023 (“Effective Date’’), is entered into by and between Suzhou Aprinoia Therapeutics Co. Ltd., a company duly organized under the laws of People’s Republic of China, having its registered office at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhoulndustrial Park, Suzhou, PRC (“APN SZ”), APRINOIA Therapeutics Inc., a company incorporated under the laws of the Cayman Islands, with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“APN Cayman”), Yantai Yitai Pharmaceutical Technology Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its registered office at Room 101, Block 52, No. 500, East Bin Hai Rd., Mu Ping District, Yan Tai, Shandong Province, PRC (“Yitai”), and Yantai Dongcheng Pharmaceutical Group Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at No

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Amendment Number Four Agreement
Number Four Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Amendment Agreement (the “Number Four Agreement”) is entered into as indicated below, among National Institutes for Quantum Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhou Industrial Park, Suzhou 215213, China, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW, the Amendment Agreement (the “Number One Agreement”) executed on January 11th ,2018, the Amendment Number Two Agreement (the “Number Two Agreement”) executed on June 1st ,2019 and the Amendment Number Three Agreement (the “

LICENSE AND COMMERCIALIZATION AGREEMENT
License and Commercialization Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations • Hong Kong

THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”), dated as of March 20, 2023 (“Effective Date”), is entered into by and between APRINOIA Therapeutics Inc., a company duly organized under the laws of Japan, having its place of business at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan (“APN JP”), APRINOIA Therapeutics Inc., a company incorporated under the laws of the Cayman Islands, with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“APN Cayman”), Yantai Yitai Pharmaceutical Technology Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at Room 101, Block 52, No. 500, East Bin Hai Rd., Mu Ping District, Yan Tai, Shandong Province, PRC (“Yitai”), and Yantai Dongcheng Pharmaceutical Group Co., Ltd., a company duly organized under the laws of the People’s Republic of China, having its place of business at No.7, Changbai Mountain Rd., Economic and Technological Development

Exclusive License Agreement
Exclusive License Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Exclusive License Agreement (the “Agreement”), dated as of October 20th, 2016, (“Effective Date”) is entered into by and between the National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, and APRINOIA Therapeutics Inc. (“APRINOIA”), a corporation of Taiwan, having an address at 17F., No.270, Sec. 4, Zhongxiao E. Rd., Da-an Dist., Taipei City 106, Taiwan (R.O.C.).

Amendment Agreement
Amendment Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Amendment Agreement (the “Agreement”) is entered into as indicated below, among the National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan (which is migrated from 17F., No.270, Sec. 4, Zhongxiao E. Rd., Da-an Dist., Taipei City 106, Taiwan (R.O.C.) on January 16th, 2017) and APRINOIA Therapeutics Inc. (“APRINOIA KY”), a corporation of Cayman Islands, having an address at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW.

Amendment Number Two Agreement
Number Two Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Amendment Agreement (the “Number Two Agreement”) is entered into as indicated below, among National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan and APRINOIA Therapeutics Inc. (“APRINOIA KY”), a corporation of Cayman Islands, having an address at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW and the Amendment Agreement (the “Number One Agreement”) executed on January 11th ,2018 by QST, APRINOIA TW and APRINOIA KY.

Amendment Number Three Agreement
Number Three Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Amendment Agreement (the “Number Three Agreement”) is entered into as indicated below, among National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at 4-9-1 Anagawa, Inage-ku, Chiba-shi, Chiba 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan, APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at R503, 5F, Building B2, 218 Xing Hu Rd., Suzhou Industrial Park, Suzhou 215213, China, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW, the Amendment Agreement (the “Number One Agreement”

RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

THIS RESEARCH COLLABORATION AGREEMENT (“Agreement”) is made and effective as the 20th day of December, 2018 (“Effective Date”), by and between APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).

Assignment Agreement
Assignment Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Assignment Agreement (“Assignment Agreement”) is made and entered into effective as of the date of last signature below (the “Assignment Date”), by and among APRINOIA Therapeutics Inc. (Taiwan) (“Assignor”) with its principal place of business being 17F., No.3, Park St., Nangang Dist., Taipei City 11503, Taiwan, APRINOIA Therapeutics Limited (Hong Kong) (“Assignee”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S. (“Lundbeck”) with its principal place of business being Ottiliavej 9, 2500 Valby, Denmark and AbbVie Inc. (“AbbVie”) with its principal place of business being 1 N Waukegan Rd, North Chicago, IL, 60064 USA.

FIFTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Fifth Amendment (the “Fifth Amendment”), dated as of last signature on this agreement (“Fifth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.

KTB China Synergy Fund Daiwa Taiwan-Japan Biotech Fund Wealth Path Investments Limited ShangPharma Investment Group Limited Eminent II Venture Capital Corporation Company K promising Service Fund Eminent III Venture Capital Corporation DTNI-Startup...
Shareholders’ Agreement • January 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Shareholders’ Agreement (this “Agreement”) is made on the 24th day of September 2021 (“Effective Date”), by and among the following parties:

FOURTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Fourth Amendment (the “Fourth Amendment”), dated as of January 25, 2022 (“Fourth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.

SIXTH AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Sixth Amendment (the “Sixth Amendment”), dated as of last signature on this agreement (“Sixth Amendment Effective Date”), to that certain Research Collaboration Agreement (the “Agreement”) dated as of December 20, 2018, is entered into by and among APRINOIA Therapeutics Limited (“APN”) with its principal place of business being 31/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, H. Lundbeck A/S (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA. APN, Lundbeck and AbbVie are each a “Party” and collectively, the “Parties”.

SECOND AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Second Amendment (the “Second Amendment”), effective as December 1, 2019, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018 and the First Amendment (the “First Amendment” and incorporated herein by reference) effective February 20, 2019, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).

THIRD AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Certain • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This Third Amendment (the “Third Amendment”), effective as November 30, 2020, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018, the First Amendment (the “First Amendment” and incorporated herein by reference) effective February 20, 2019 and the Second Amendment (the “Second Amendment” and incorporated herein by reference) effective December 1, 2019, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S. (“Lundbeck”), having an office at Ottiliavej 9, Valby, 2500, Denmark, and AbbVie Inc. (“AbbVie”), a company having an office at 1 N Waukegan Rd, North Chicago, IL, USA (each a “Party” and collectively, “Parties”).

FIRST AMENDMENT TO THE RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 26th, 2024 • APRINOIA Therapeutics Inc. • Pharmaceutical preparations

This First Amendment (the “First Amendment”), effective as February 20, 2019, to that certain Research Collaboration Agreement (the “Agreement” and incorporated herein by reference) effective December 20, 2018, among APRINOIA Therapeutics Inc. (“APN”), a company having an office at 17F, No.3, Park St., Nangang District, Taipei City 11503, Taiwan, and H. Lundbeck A/S (“Lundbeck’’), having an office at OttiIiavej 9, Valby, 2500, Denmark, and AbbVic Inc. (“AbbVic”), a company having an office at 1 N Waukegan Rd, North Chicago. IL, USA (each a “Party” and collectively, “Parties”).

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