ADLAI NORTYE LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • August 10th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of __________, 2023 among ADLAI NORTYE LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, by and between Adlai Nortye Ltd., an exempted company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and __________(Passport/ID Number ____________) (the “Indemnitee”), a [director/an executive officer] of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _______________ , 2023 by and between Adlai Nortye Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________________, an individual with _______________ [passport/ID number] _________________________ (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
The Purchaser on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
ADLAI NORTYE LTD. [ · ] American Depositary Shares Representing [ · ] Ordinary Shares (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • August 14th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
LICENSE AGREEMENTLicense Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “License Agreement”) is made as of this 22 day of December, 2017 (“Execution Date”), by and between Novartis Pharma AG, a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland (“Novartis”), and Adlai Nortye BioPharma Co. Ltd., a limited company organized under the laws of the PRC (as defined below), with headquarters at 21 Floor, Building 2, No. 452, 6th Street, Hangzhou Eco. & Tech. Development Area, 31008, PRC (“Adlai Nortye”). Novartis and Adlai Nortye are each referred to individually as a “Party” and together as the “Parties.”
Right and Interest Transfer Agreement (Confidential)Right and Interest Transfer Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations
This Rights and Interests Transfer Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the parties below on ___ (Date) of 2021:
OPTION AGREEMENTLicense Agreement • May 11th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
This license agreement (this “License Agreement”) is made as of __, (“Effective Date”), by and between Nippon Kayaku Co., Ltd., a company organized under the laws of Japan and located at 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“Nippon Kayaku”), and Adlai Nortye Pte Ltd., a company organized under the laws of Singapore (as defined below) and located 77 Robinson Road, #20-01 Robinson 77, Singapore, 068896 (“Adlai Nortye”). Nippon Kayaku and Adlai Nortye are each referred to individually as a “Party” and together as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 27th, 2023 • Adlai Nortye Ltd. • Pharmaceutical preparations • New York
This Exclusive License Agreement (this “Agreement”) is entered into as of January 19, 2018 (the “Effective Date”), between Adlai Nortye Biopharma Co., Ltd., a company organized and existing under the laws of People’s Republic of China, whose principal place of business is located at No. 452, 6th Street, Hangzhou Eco. & Tech. Development Zone, Zhejiang, P. R. China (“Adlai Nortye”)
