EX-10.9





 Exhibit 10.9 

Execution Version 
 PURSUANT TO ITEM 601(B)(10)
OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN BRACKETED. SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 

TECHNOLOGY TRANSFER AND
CO-DEVELOPMENT AGREEMENT 
 BY AND
BETWEEN 
 APOLLOMICS (HONG KONG), LIMITED 

AND 

NUANCE BIOTECH INC. 

AND 

NUANCE BIOTECH (SHENZHEN) CO., LTD. 

AND 

NUANCE BIOTECH (NANTONG) CO., LTD. 

DATED AS OF JANUARY 25 2021 












 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE 1 DEFINITIONS
	  	 	1	 
		
	 ARTICLE 2 SALE AND PURCHASE OF THE ACQUIRED ASSETS
	  	 	8	 
		
	 ARTICLE 3 FINANCIALS
	  	 	11	 
		
	 ARTICLE 4 LICENSE GRANTS; INTELLECTUAL PROPERTY
	  	 	12	 
		
	 ARTICLE 5 DEVELOPMENT
	  	 	13	 
		
	 ARTICLE 6 REGULATORY
	  	 	14	 
		
	 ARTICLE 7 ASSIGNED CONTRACTS
	  	 	14	 
		
	 ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS
	  	 	14	 
		
	 ARTICLE 9 CONFIDENTIALITY
	  	 	18	 
		
	 ARTICLE 10 INSOLVENCY
	  	 	20	 
		
	 ARTICLE 11 DISPUTE RESOLUTION
	  	 	21	 
		
	 ARTICLE 12 MISCELLANEOUS
	  	 	21	 

 SCHEDULE 1.7 — ASSIGNED CONTRACTS 

SCHEDULE 1.68 — STRUCTURE OF TYG100 
 SCHEDULE 1.69 —
TYC ONCOLOGY PATENT RIGHTS 
 SCHEDULE 2.2(c) — NUANCE DATA 

SCHEDULE 2.6(b)(i) — ASSUMPTION AGREEMENT 
 SCHEDULE
2.6(b)(ii) — BILL OF SALE 
 SCHEDULE 8.2(m) — INVENTORY 

SCHEDULE 9.2(c) — PRESS RELEASE 

  
 i 













 TECHNOLOGY TRANSFER AND CO-DEVELOPMENT AGREEMENT

 This Technology Transfer and Co-Development Agreement (this “Agreement”)
is entered into as of January 25, 2021 (the “Closing Date”) by and among (a), APOLLOMICS (HONG KONG), LIMITED, a Hong Kong entity along with its Affiliates having one of its places of business at 989 East
Hillsdale Blvd. Suite 220, Foster City, CA 94404 (“Apollomics”), and (b) Nuance Biotech Inc. (“Nuance Cayman”), a Cayman Islands company; (c) Nuance Biotech (Shenzhen) Co.,
Ltd., a PRC company with its registered office at Unit 1505, Block A, Innovation Plaza, No. 2007 Pingshan Avenue, Pingshan District, Shenzhen, PRC (“Nuance Shenzhen”); and (d) Nuance Biotech (Nantong) Co. Ltd, a PRC
company with its registered office at Building A1, 100 Dongting Lake Road, Linjiang Town, Haimen Distric, Nantong City, Jiangsu Province, China (“Nuance Nantong”, and collectively, with Nuance Cayman and Nuance Shenzhen,
“Nuance”). Apollomics and Nuance are referred to herein individually as a “Party” and collectively as the “Parties.” 

BACKGROUND 
 WHEREAS.
Nuance and its Affiliates own or otherwise Control certain Patent Rights, Know-How, and Contracts relating to TYG100 (as defined under the License Agreement) pursuant to a License and Co-development
Agreement (the “License Agreement”) dated October 19, 2018 by and between Nuance and TYG oncology Ltd. (“TYG”); 

WHEREAS, Nuance desires to assign all licensed rights and obligation under the License Agreement dated October 19, 2018 by and
between Nuance and TYG oncology Ltd., to Apollomics pursuant to the terms and conditions hereof and Apollomics desires to receive, the assignment of such Patent Rights, Know-How, and Contracts relating to
TYG100, and all licensed rights and obligation under the License Agreement dated October 19, 2018 by and between Nuance and TYG oncology Ltd. 

NOW THEREFORE, the Parties agree as follows: 

ARTICLE 1 
 DEFINITIONS

  

	1.1	 “Acquired Assets” has the meaning set forth in Section 2.1 (The Acquired Assets).



  

	1.2	 “Affiliate” means, with respect to a Party, a person, corporation, partnership, or other
entity that controls, is controlled by, controlling or is under common control with such Party, but only for so long as such control will continue. For the purposes of this definition, the word “control” (including, with correlative
meaning, the terms “controlled by”, “controlling” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the
management and policies of such entity, whether by the ownership of more than 50% of the voting stock of such entity, or by contract or otherwise. 


  

	1.3	 “Agreement” has the meaning set forth in the Preamble. 



 

	1.4	 “Ancillary Agreements” has the meaning set forth in Section 2.6 (Ancillary Agreements).



  

	1.5	 “Apollomics” has the meaning set forth in the Preamble. 



 

	1.6	 “Applicable Law” means applicable laws, statutes, rules, regulations, and other pronouncements
having the effect of law of any Governmental Authority that may be in effect from time to time, including for clarity any applicable rules, regulations, guidances, and other requirements of any Regulatory Authority that may be in effect from time to
time. 















	1.7	 “Assigned Contracts” means the Contracts listed on Schedule 1.7. 



 

	1.8	 “Assignment and Assumption Agreement” has the meaning set forth in Section 2.6(b)(i)
(Ancillary Agreements). 


  

	1.9	 “Assumed Liabilities” means any Liability arising under the Assigned Contracts after the
Closing Date pursuant to such Assigned Contracts. 


  

	1.10	 “Bankrupt Party” has the meaning set forth in Section 10.1 (Insolvency).



  

	1.11	 “Business Day” means a day other than a Saturday, Sunday, or a day on which banking
institutions in California are required by applicable law to remain closed. 


  

	1.12	 “Calendar Year” means a period of 12 consecutive months beginning on January 1 and ending
on December 31. 


  

	1.13	 “cGMP” means applicable current Good Manufacturing Practices, including, as applicable,
(a) the principles detailed in the U.S. Current Good Manufacturing Practices, 21 C.F.R. Parts 4, 210, 211, 601, 610 and 820, (b) European Directive 2003/94/EC and Eudralex 4, (c) the principles detailed in the International Conference on
Harmonization’s Q7 guidelines, and (d) the applicable laws the Territory corresponding to (a) through (c) above, each as may be amended and applicable from time to time. 



 

	1.14	 “Change of Control” means, with respect to a Party, (a) a merger or consolidation of such
Party (whether directly or indirectly (e.g., as a result of a merger or consolidation of a parent entity)) with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into
which such voting securities have been converted or exchanged, ceasing to represent at least 50% of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or consolidation, (b) a
transaction or series of related transactions in which a Third Party, together with any of its Affiliates, becomes the direct or indirect beneficial owner of at least 50% of the combined voting power of the outstanding securities of such Party, or
(c) the sale or other transfer to a Third Party of all or substantially all of such Party’s and its controlled Affiliates’ assets that relate to this Agreement; provided, however, that any (i) public offering or any other bona
fide capital raising event, or (ii) transaction undertaken solely for tax planning purposes or solely to change a Party’s domicile, in each case ((i)-(ii)), will not constitute a “Change of Control.” 



 

	1.15	 “China” means the People’s Republic of China, which, for purposes of this Agreement,
includes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan. 


  

	1.16	 “Clinical Trial” means a study in humans to obtain information regarding a product, including
information relating to the safety, tolerability, pharmacological activity, pharmacokinetics, dose ranging or efficacy of such product, including a Phase I Clinical Trial, Phase II Clinical Trial, and a Phase III Clinical Trial.



  

	1.17	 “Closing Date” has the meaning set forth in Section 2.7 (Closing). 



 

	1.18	 “Closing” has the meaning set forth in Section 2.7 (Closing). 



  
 2 














	1.19	 “Commercialization’’ means, with respect to a product (whether in monotherapy or as part
of a Combination Product), any and all activities directed to the marketing, promotion, importation, distribution, pricing, Pricing and Reimbursement Approval, offering for sale, or sale of such product, and interacting with Regulatory Authorities
regarding the foregoing. Commercialization excludes all activities included in Development or Manufacturing. 


  

	1.20	 “Confidential Information” has the meaning set forth in Section 9.1 (Confidentiality;
Exceptions). 


  

	1.21	 “Confidentiality Agreement” means the Confidentiality Agreement dated [                        ] by and between Nuance and Apollomics. 



 

	1.22	 “Continuing Technology Transfer” has the meaning set forth in Section 4.2(a) (Additional
Assignment; Continuing Technology Transfer). 


  

	1.23	 “Contract” means any contract, agreement, lease, sublease, license, sublicense, or commitment
or arrangement that is legally binding. 


  

	1.24	 “Control” or “Controlled” means the possession by a Party (whether by
ownership, license, or otherwise other than pursuant to this Agreement) of, (a) with respect to any tangible Know-How, the legal authority or right to physical possession of such tangible Know-How, with the right to provide such tangible Know-How to the other Party on the terms set forth herein, or (ii) with respect to Patent Right, Regulatory Materials,
intangible Know-How, or other intellectual property rights, the legal authority or right to grant a license, sublicense, access, or right to use (as applicable) to the other Party under such Patent Right,
Regulatory Materials, intangible Know-How, or other intellectual property rights on the terms set forth herein, in each case ((a) and (b)), without breaching or otherwise violating the terms of any arrangement
or agreement with a Third Party in existence as of the time such Party or its Affiliates would first be required hereunder to grant the other Party such access, right to use, licenses, or sublicense; and (c) with respect to any product, the
possession by a Party of the ability (whether by sole or joint ownership, license or otherwise, other than pursuant to this Agreement) to grant a license or sublicense of Patent Rights that claim such product or proprietary Know-How that is used in connection with the exploitation of such product. 


  

	1.25	 “Development Milestone Event” has the meaning set forth in Section 3.1(a) (Development
Milestones). 


  

	1.26	 “Development Milestone Payment” has the meaning set forth in Section 3.1(a) (Development
Milestones). 


  

	1.27	 “Development” means all research, development, and regulatory activities related to
pharmaceutical or biologic products, including (a) research, non-clinical testing, toxicology, testing and studies, non-clinical and preclinical activities, and
Clinical Trials, and (b) preparation, submission, review, and development of data or information for the purpose of submission to a Regulatory Authority to obtain authorization to conduct Clinical Trials and to obtain, support, or maintain
Regulatory Approval of a pharmaceutical or biologic product, but excluding activities directed to Manufacturing or Commercialization. Development will include development and regulatory activities for additional forms, formulations, or indications
for a pharmaceutical or biologic product after receipt of Regulatory Approval of such product (including label expansion), including Clinical Trials initiated following receipt of Regulatory Approval or any Clinical Trial to be conducted after
receipt of Regulatory Approval that was mandated by the applicable Regulatory Authority as a condition of such Regulatory Approval with respect to an approved formulation or indication (such as post-marketing studies, observational studies,
implementation and management of registries and analysis thereof, in each case, if required by any Regulatory Authority in any region worldwide to support or maintain Regulatory Approval for a pharmaceutical, biologic or vaccine product in such
region). “Develop,” “Developing,” and “Developed” will be construed accordingly. 



  
 3 














	1.28	 “Excluded Liabilities” has the meaning set forth in Section 2.3 (Excluded Liabilities).



  

	1.29	 “Executive Officers” has the meaning set forth in Section 11.1 (Escalation).



  

	1.30	 “Exploit” and “Exploitation” means to Develop, Commercialize, Manufacture or
otherwise exploit. 


  

	1.31	 “FD&C” means the United States Federal Food, Drug and Cosmetic Act, as amended.



  

	1.32	 “FDA” means the U.S. Food and Drug Administration or any successor agency thereto.



  

	1.33	 “GCP” means all applicable Good Clinical Practice standards for the design, conduct,
performance, monitoring, auditing, recording, analyses and reporting of Clinical Trials, including, as applicable (a) as set forth in the International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals for
Human Use Harmonized Tripartite Guideline for Good Clinical Practice (CPMP/ICH/135/95) (the “ICH Guidelines”) and any other guidelines for good clinical practice for trials on medicinal products in the Territory, (b) the
Declaration of Helsinki (2004) as last amended at the 52nd World Medical Association in October 2000 and any further amendments or clarifications thereto, (c) U.S. Code of Federal Regulations Title 21, Parts 50 (Protection of Human
Subjects), 56 (Institutional Review Boards) and 312 (Investigational New Drug Application), as may be amended from time to time, and (d) the equivalent applicable laws in the region in the Territory, each as may be amended and applicable from
time to time and in each case, that provide for, among other things, assurance that the clinical data and reported results are credible and accurate and protect the rights, integrity, and confidentiality of trial subjects. 



 

	1.34	 “GLP” means all applicable Good Laboratory Practice standards, including, as set forth in the
then-current good laboratory practice standards promulgated or endorsed by the U.S. Food and Drug Administration, as defined in 21 C.F.R. Part 58, and the equivalent applicable laws in the Territory, each as may be amended and applicable from time
to time. 


  

	1.35	 “Governmental Entity” means any federal, state, provincial, local, foreign or supranational
(a) government; (b) court of competent jurisdiction; (c) governmental official agency, arbitrator, authority or instrumentality; (d) department, commission, board or bureau; or (e) regulatory body, including the FDA.



  

	1.36	 “IND” means (a) an Investigational New Drug Application as defined in the FD&C Act
and applicable regulations promulgated thereunder by the FDA, or (b) the equivalent application to the equivalent Regulatory Authority in any other regulatory jurisdiction, the filing of which is necessary to initiate or conduct clinical
testing of a pharmaceutical product in humans in such jurisdiction. 


  

	1.37	 “Initial Technology Transfer” has the meaning set forth in Section 2.8 (Possession).



  

	1.38	 “Know-How” means any data, results, and information of
any type whatsoever, in any tangible or intangible form, including trade secrets, practices, techniques, methods, processes, inventions, discoveries, developments, specifications, formulations, formulae, materials or compositions of matter of any
type or kind (patentable or otherwise), software, algorithms, marketing reports, 



  
 4 














	 	
clinical and non-clinical study reports, clinical and non-clinical data, regulatory filings and regulatory
submission documents and summaries, technology, test data including pharmacological, biological, chemical, biochemical, toxicological, and clinical test data, analytical and quality control data, stability data, studies and procedures and any other know-how, and any physical embodiments of any of the foregoing. 

  

	1.39	 “Legal Proceeding” means any action, suit, charge, complaint, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other
Governmental Entity or any arbitrator or arbitration panel. 


  

	1.40	 “Liability” means all debts, liabilities and obligations (including with respect to Taxes),
whether accrued or fixed, absolute or contingent, matured or unmatured, determined, determinable or indeterminable, asserted or unasserted, known or unknown, including those arising under Applicable Law or any proceeding and those arising under any
Contract. 


  

	1.41	 “License Agreement” means that License and
Co-development Agreement dated 19 October 2018 by and between TYG Oncology and Nuance. 


  

	1.42	 “Liens” means claim, condition, equitable interest, liens, mortgages, pledges, encumbrances,
charges, rights of first refusal, option rights or any other restrictions of on use, voting, transfer or exercise of any other attribute of ownership. 


  

	1.43	 “MAA” means a Biologies License Application submitted under section 351(a) of the PHSA or
substantially similar application or submission filed with a Regulatory Authority in a country or group of countries within the Territory to obtain Regulatory Approval to Commercialize a biologic product in that country or in that group of
countries. 


  

	1.44	 “Manufacture” or “Manufacturing” means, as applicable, all activities
associated with the production, manufacture, process of formulating, processing, filling, finishing, packaging, labeling, shipping, importing, or storage of pharmaceutical or biological products, including process development, process validation,
stability testing, manufacturing scale-up, pre-clinical, clinical and commercial manufacture and analytical development, product characterization, quality assurance and
quality control development, testing and release. Manufacturing excludes all activities included in Development or Commercialization. 


  

	1.45	 “Nuance” has the meaning set forth in the Preamble. 



 

	1.46	 “Nuance Licensed Technology” means all Know-How or
Patent Rights, other than those included in the Acquired Assets, owned or Controlled by Nuance or any of its Affiliates during the term of this Agreement in the Licensed Territory that is necessary or useful to Exploit TYG100 or any Product.



  

	1.47	 “Party” and “Parties” have the meaning set forth in the Preamble.



  

	1.48	 “Patent Right” means (a) any national, regional or international patent or patent
application, including any provisional patent application, (b) any patent application filed either from such a patent, patent application or provisional application or from an application claiming priority from any of these, including any
divisional, continuation, continuation-in-part, provisional, converted provisional, and continued prosecution application, (c) any patent that has issued or in the
future issues from any of the foregoing patent applications ((a) and (b)), including any utility model, petty 



  
 5 














	 	
patent, design patent and certificate of invention, (d) any extension or restoration by existing or future extension or restoration mechanisms, including any revalidation, reissue, re-examination and extension (including any supplementary protection certificate and the like) of any of the foregoing patents or patent applications ((a), (b), and (c)), and (e) any similar rights, including so-called pipeline protection, or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any such foregoing patent application or patent.


  

	1.49	 “Person” means any individual, partnership, joint venture, limited liability company,
corporation, firm, trust, association, unincorporated organization, Regulatory Authority, or any other entity not specifically listed in this definition. 


  

	1.50	 “Phase I Clinical Trial” means a clinical trial in humans that generally provides for the
first introduction into humans of a pharmaceutical or biologic product with the primary purpose of determining safety, metabolism, and pharmacokinetic properties and clinical pharmacology of such product, in a manner that meets the requirements of
21 C.F.R. § 312.21(a), as amended (or its successor regulation), or, with respect to any other country or region, the equivalent of such a clinical trial in such other country or region. 



 

	1.51	 “Phase II Clinical Trial” mean a clinical trial in humans that is intended to explore the
feasibility, safety, dose ranging, or efficacy of a pharmaceutical or biologic product that is prospectively designed to generate sufficient data (if successful) to commence a Phase Ill Clinical Trial for such product, in a manner that meets the
requirements of 21 C.F.R. §312.21(b), as amended (or its successor regulation), or, with respect to any other country or region, the equivalent of such a clinical trial in such other country or region. 



 

	1.52	 “Phase III Clinical Trial” means a clinical trial in humans of a pharmaceutical or biologic
product that the FDA permits to be conducted under an open IND and that is performed to gain evidence with statistical significance of the efficacy of such product in a target population, and to obtain expanded evidence of safety for such product
that is needed to evaluate the overall benefit-risk relationship of such product, to form the basis for approval of a MAA by a Regulatory Authority and to provide an adequate basis for physician labeling, in a manner that meets the requirements of
21 C.F.R. § 312.21(c), as amended (or its successor regulation), or, with respect to any other country or region, the equivalent of such a clinical trial in such other country or region. Notwithstanding anything to the contrary set forth in
this Agreement, treatment of patients as part of an expanded access program, compassionate sales or use program (including named patient program or single patient program), or an indigent program, in each case, will not be included in determining
whether or not a clinical trial is a Phase III Clinical Trial or whether a patient has been dosed thereunder. 


  

	1.53	 “PHSA” means the United States Public Health Service Act, 42 U.S.C. §§201 et seq.,
as amended from time to time. 


  

	1.54	 “Post-Closing Tax Period” has the meaning set forth in Section 2.5 (Allocation of Taxes).



  

	1.55	 “Pre-Closing Tax Period” has the meaning set forth in
Section 2.5 (Allocation of Taxes). 


  

	1.56	 “Product” means any product that includes TYG100, whether alone or in combination with one or
more other active pharmaceutical agents. 


  

	1.57	 “Purchase Price” has the meaning set forth in Section 2.2(a) (Purchase Price).



  

	1.58	 “Records” has the meaning set forth in Section 2.1 (g) (The Acquired Assets).




  
 6 














	1.59	 “Regulatory Approval” means all approvals necessary for the Manufacture, marketing,
importation and sale of a pharmaceutical or biologic product for one or more indications in a country or regulatory jurisdiction, which may include satisfaction of all applicable regulatory and notification requirements. Regulatory Approvals include
approvals by Regulatory Authorities of INDs and MAAs and any other applicable pricing or reimbursement approvals. 


  

	1.60	 “Regulatory Authority” means, in a particular country or regulatory jurisdiction, any
applicable governmental authority involved in granting Regulatory Approval of a pharmaceutical or biologic product in such country or regulatory jurisdiction. 



 

	1.61	 “Regulatory Materials’’ means regulatory applications, submissions, notifications,
registrations, or other filings made to or with a Regulatory Authority that are necessary or reasonably desirable in order to Develop, Manufacture, market, sell, or otherwise Commercialize a Product in a particular country or regulatory
jurisdiction. Regulatory Materials include INDs and MAAs (as applications, but not the approvals with respect thereto). 


  

	1.62	 [  
                                   
                                                                    
                                         
                                         
                                                                             
                                         
                                         
                                         
                                         
                            
                                   
              ] 


  

	1.63	 “SEC” has the meaning set forth in Section 9.2(b) (Disclosure to SEC).



  

	1.64	 “Tax” or “Taxes” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including
any interest, penalty, or addition thereto, whether disputed or not. 


  

	1.65	 “Technology Transfers” has the meaning set forth in Section 4.2(a) (Additional
Assignment; Continuing Technology Transfer). 


  

	1.66	 “Territory” means China and South Africa. 



 

	1.67	 “Third Party” means any entity other than Apollomics or Nuance or their respective Affiliates.



  

	1.68	 “TYG100” means the drug candidate referred to as TYG100,
[                                   
                                         
                                         
                                                                 
                                
                                   
                 
                        
                        
                                   
 
                                   
                                         
                                         
                                         
                                         
                          
                    ] 



 

	1.69	 “TYC Oncology Patent Rights” means the Patent Rights Controlled by Nuance pursuant to the
License Agreement, all of which are listed on Schedule 1.69. 


  

	1.70	 “United States” means the United States of America and all of its territories and possessions.



  

	1.71	 “VAT” has the meaning set forth in Section 3.2(c) (VAT). 



  
 7 













 ARTICLE 2 

SALE AND PURCHASE OF THE ACQUIRED ASSETS 
  

	2.1	 The Acquired Assets. On the terms and subject to the conditions and other provisions set forth in this
Agreement, at the Closing. Nuance will (or Nuance will cause the applicable Affiliates to) sell, convey, transfer, assign, and deliver to Apollomics and Apollomics will purchase from Nuance, free and clear of all Liens, all rights, title, and
interests of Nuance and its Affiliates in and to all of the following assets, in each case, as in existence as of the Closing Date (the “Acquired Assets”): 



 

	 	(a)	 the TYC Oncology Patent Rights; 



 

	 	(b)	 the Assigned Contracts; 



 

	 	(c)	 all INDs for the Products and all supplements thereto, and any other Regulatory Approvals required to Exploit
any Product and any other Regulatory Materials related to TYG100 or any Product, in each case, that are in the possession or under the Control of Nuance or its Affiliates as of the Closing Date, in each case; 



 

	 	(d)	 books, records, files, documentation, and financial books and records relating to TYG100 or any Product,
including lab books, any relevant or product presentations, investigator brochures, and any reports submitted by Nuance or its Affiliates to any Regulatory Authority, in each case, that are in the possession or under the Control of Nuance or its
Affiliates as of the Closing Date; 


  

	 	(e)	 (i) all periodic safety reports or benefit risk evaluation reports relating to any Product, (ii) all material
correspondence between Nuance or any of Nuance’ Affiliates, on the one hand, and any Regulatory Authority, on the other hand, relating to any Product, including any safety reports or updates, complaint files, and product quality reviews, and
(iii) all preclinical data, all clinical data, and laboratory data relating to any Product, including all data referenced in any IND or other Regulatory Materials related to any Product, and any other
Know-How related to TYG100 or any Product, in each case ((i) - (iii)), in the possession or under the Control of Nuance or its Affiliates as of the Closing Date; 



 

	 	(f)	 all Inventory and all other existing inventory of TYG100 and any Product within the Control of Nuance or its
Affiliates; 


  

	 	(g)	 all data, information, materials, books, and records to the extent used in or relating to the Acquired Assets
(collectively, the “Records”). 


  

	2.2	 Purchase Price. 



 

	 	(a)	 As partial consideration for the sale of the Acquired Assets to Apollomics, at the Closing, pursuant to the
wire instructions provided to Apollomics, Apollomics will pay to Nuance by wire transfer of immediately available funds, a payment of
[                    ] (the “Purchase Price”); but in no event shall be later
than
[                                   
                                         
    ]. 


  

	 	(b)	 Apollomics will assume the Assumed Liabilities. 



 

	 	(c)	
[                 
                                         
                                         
                                         
                                         
                               
                                   
                                         
                                         
                                         
                                         
                                               
                                   
                                         
                                         
                                         
                    
                                   
                                         
                                         
                                         
                                         
             
                                   
                                         
                                         
                                         
                                         
             
                        ] 



  
 8 














	2.3	 Excluded Liabilities. The Parties acknowledge and agree that Apollomics will not assume any Liabilities
of Nuance or any of its Affiliates other than Assumed Liabilities, and that Nuance and its Affiliates will remain responsible for all the Liabilities of Nuance and its Affiliates other than the Assumed Liabilities (such liabilities,
“Excluded Liabilities”). The assumption by Apollomics of any Assumed Liability will not enlarge the rights of any Third Party with respect to any Assumed Liability, nor will it prevent Apollomics, with respect to any Person other
than Nuance and its Affiliates, from contesting or disputing in good faith any Assumed Liability. No assumption by Apollomics of any Assumed Liability will relieve or be deemed to relieve Nuance from any contractual obligation or Liability under
this Agreement or any Ancillary Agreement with respect to any representations, warranties, covenants and agreements contained herein or therein. Excluded Liabilities will also include, and Apollomics will not assume as an Assumed Liability, the
following Liabilities: 


  

	 	(a)	 except as set forth in Section 2.4 (Sales and Transfer Taxes), all Liabilities for Taxes (i) of
Nuance or (ii) arising out of, relating to or in respect of the Acquired Assets or the Assumed Liabilities for any Pre-Closing Tax Period; 



 

	 	(b)	 any Liability of Nuance or any of its Affiliates under this Agreement, any Ancillary Agreement, and any other
agreement entered into by Nuance or its Affiliates in connection with the transactions contemplated by this Agreement, and any Liability of Nuance or any of its Affiliates for expenses and fees arising out of the negotiation, preparation, approval,
or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees and brokerage fees (if any)); 



 

	 	(c)	 any Liability, obligation, or commitment of Nuance or any of its Affiliates, including Liabilities for
(i) product liability, (ii) liability for adverse reactions, liability for recalls, liability for product and packaging complaints, whether direct or as a result of successor liability, (iii) death or personal injury, or
(iv) infringement or misappropriation; in each case ((i) - (iv)), arising prior to, on, or after the Closing Date to the extent arising from any Exploitation of the Products by or on behalf of Nuance or any of its Affiliates; and



  

	 	(d)	 any liability, obligation, or commitment arising prior to, on, or after the Closing Date by reason of any
violation or alleged violation of any Applicable Law to the extent arising out of any Exploitation of the Products by or on behalf of Nuance or any of its Affiliates. 



 

	2.4	 Sales and Transfer Taxes. Nuance will bear and pay any sales Taxes, use Taxes, value added Taxes,
transfer Taxes, documentary charges, recording fees, filing fees, or similar Taxes, charges, fees or expenses that are payable in connection with the sale of the Acquired Assets to Apollomics, the assumption by Apollomics of the Assumed Liabilities,
or any of the other transactions contemplated by this Agreement. Apollomics will at its own expense prepare and file all related tax returns, and if required by Applicable Law, Nuance will, and will cause its Affiliates to, join in the execution of
any such tax returns and other documentation. 


  

	2.5	 Allocation of Taxes. Except as otherwise provided in Section 2.4 (Sales and Transfer Taxes), all
real property Taxes, personal property Taxes, and similar ad valorem obligations, if any, levied with respect to the Acquired Assets for a taxable period that includes (but does not end on) the Closing Date will be apportioned between Nuance and
Apollomics as of the Closing Date based on the number of days of such taxable period ending on the Closing Date (the “Pre-Closing Tax Period”) and the number of days of such taxable period
after the Closing Date (the “Post-Closing Tax Period”). Nuance will be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Apollomics will
be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. 



  
 9 














	2.6	 Closing Deliverables. At and as a condition precedent to the Closing: 



 

	 	(a)	 Purchase Price. Apollomics shall deliver the Purchase Price as set forth in Section 2.2(a).



  

	 	(b)	 Ancillary Agreements. The Parties will execute and deliver the following additional agreements (the
“Ancillary Agreements”): 


  

	 	(i)	 the Assignment and Assumption Agreement substantially in the form of Schedule 2.6(b)(i) (the
“Assignment and Assumption Agreement”), which shall also have been executed and delivered by TYG prior or at the Closing; and 


  

	 	(ii)	 Bill of Sale substantially in the form of Schedule 2.6(b)(ii); and 



 

	 	(c)	 Third Party Approvals. Nuance shall deliver all approvals, waivers, ratifications, consents or similar
approvals of third parties to the Assigned Contracts in form and substance reasonably satisfactory to Apollomics. 


  

	2.7	 Closing. The closing of the purchase of the Acquired Assets by Apollomics (the “Closing”)
will take place through the exchange of documents and the delivery of the Purchase Price and the Acquired Assets on the date of this Agreement effective as of 12:01 am Eastern Time on the Closing Date. For purposes of this Agreement,
“Closing Date” means the date as of which the Closing actually takes place. 


  

	2.8	 Possession. At Closing or as soon as reasonably practicable following the Closing, Nuance will: (a)
place Apollomics in actual possession and operating control of all Acquired Assets that are tangible assets, including any documents within the Acquired Assets that are not in electronic form; (b) deliver to Apollomics in electronic form all other
documents included in the Acquired Assets; (c) cause its patent counsel to deliver promptly all patent files for all Patent Rights included in the Acquired Assets as reasonably directed by Apollomics; and (d) deliver possession of all remaining
Acquired Assets and in any event, unless as otherwise agreed by the Parties (collectively, the “Initial Technology Transfer”). 


  

	2.9	 Covenants in Support of Assignment. Nuance will take (and cause its Affiliates and Sublicensees, and
their respective employees, agents, and contractors to take) such further actions reasonably requested by Apollomics to evidence such assignment and to assist Apollomics in obtaining Patent Rights and other intellectual property protection for
inventions within the Acquired Assets, including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration,
in-person, or other proper means in support of any effort by Apollomics to establish, perfect, defend, or enforce its rights in any Acquired Assets through prosecution of governmental filings, regulatory
proceedings, post-grant proceedings, opposition proceedings, litigation, and other means, including through the filing, prosecution, defense, maintenance, and enforcement, of its rights in any Acquired Assets. 



 

	2.10	
[                 
                                         
                                         
                                         
                                         
                                         
  
                                   
                                         
                                         
                                         
                                         
                         
            
                                   
 
                                   
                                         
                                         
                                         
                
                                   
                                         
                                         
   ] 



  
 10 













 ARTICLE 3 

FINANCIALS 
  

	3.1	 Milestone Payments. 



 

	 	(a)	 Development Milestones. As consideration for the Technology Transfer and Co-development and in addition
to the amounts payable pursuant to Section 2.2 above, Apollomics shall make the following non-refundable and non-creditable milestone payments to Nuance after the
first achievement of each milestone event for each Product or Compound as set forth below. 


  

	 	(b)	 Apollomics will make one-time milestone payments (each, a
“Development Milestone Payment”) to Nuance upon the first achievement by Apollomics or its Affiliates or licensees (other than Nuance) of each of the development milestone events (each, a “Development Milestone
Event”) set forth in Table 3.1(a) below for the first Product to achieve the applicable Development Milestone Event. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once upon the first
achievement of the applicable Development Milestone Event by a Product. No additional Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event by any other Product. Apollomics will notify Nuance
in writing of the achievement of a Development Milestone Event by Apollomics or its Affiliates or Licensees no later than
[                ] after Apollomics becomes aware of the achievement thereof. Thereafter, Nuance will provide Apollomics
with an invoice for the corresponding Development Milestone Payment, and Apollomics will pay to Nuance such Development Milestone Payment no later than
[                ] after its receipt of invoice for such Development Milestone Payment. 



 

					
	 	  	Milestone Event	  	Milestone Payment
	(1)	  	
[                    
                                         
                                         
                                         
                             

                    
                                         
                                         
                                         
                             

                    
                                         
                                         
                                         
                             

                    
                                         
                                 
                                   
             
                            

                    
                                         
                                         
                                         
                             

                    
                                         
                                         
                                         
                          
   

                    
                                         
           ]
	  	[                        ]
	(2)	  	
[                    
                                         
                                         
                                         
                             

                    
                                         
                                         
                      ]
	  	[                        ]
	(3)	  	
[                    
                                         
                                         
                                         
                             

                ]
	  	[                        ]


  

	 	(c)	 TYG Royalties. In addition to the amounts payable pursuant to Sections 2.2 and 3.1(a) above,
Apollomics shall pay the royalties due to TYG on the terms set forth under Sections 9.2 to 9.9 of the License Agreement. 


  

	 	(d)	 Payments. All payments due to Nuance hereunder shall be made by wire transfer of immediately available
funds into an account designated by Nuance in advance. Nuance may, at its sole discretion, designate the bank account(s) of Nuance Cayman, Nuance Shenzhen, Nuance Nantong or any affiliate of Nuance and/or TYG for receipt of any payments hereunder.




  
 11 














	3.2	 Taxes. 


  

	 	(a)	 Tax Withholding. If Applicable Law requires the withholding of Taxes, then Apollomics will make such
withholding payments in a timely manner and will subtract the amount thereof from the payments to Nuance. Apollomics will promptly (as available) submit to Nuance appropriate proof of payment of the withheld Taxes as well as the official receipts
within a reasonable period of time. Apollomics will provide Nuance reasonable assistance in order to allow Nuance to obtain the benefit of any present or future treaty against double taxation or refund or reduction in taxes that may apply to the
payments under this Agreement. Without limiting the generality of the foregoing, if Nuance is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, or recovery of, applicable withholding Taxes, then it may
deliver to Apollomics or the appropriate governmental authority in the Territory the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Apollomics of its obligation to withhold Taxes. In such case, Apollomics will
apply the reduced rate of withholding, or not withhold, as the case may be, provided that Apollomics is in receipt of evidence, in a form reasonably satisfactory to Apollomics (e.g., Nuance’ delivery of all applicable
documentation) prior to the time that the applicable payments are due. 


  

	 	(b)	 Tax Cooperation. Each Party will provide the other with reasonable assistance to enable the recovery, as
permitted by applicable law, of withholding Taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding Tax or VAT. 



 

	 	(c)	 VAT. The Parties agree to cooperate with one another and use reasonable efforts to ensure that any value
added tax or similar payment (“VAT”) (in respect to any payments made by Apollomics to Nuance under this Agreement) does not represent an unnecessary cost in respect of payments made under this Agreement. If any VAT is owing in any
jurisdiction with respect to any such payment, then Apollomics will pay such VAT, and such payment will be made after deduction of such VAT that is due specifically in relation to such payment to Nuance under this Agreement. In the event that any
deducted VAT is later recovered by Apollomics or its Affiliates, Apollomics will reimburse Nuance for the deducted amount. In the event that any VAT is owing in any jurisdiction in respect of any such payment, Nuance will provide to Apollomics tax
invoices showing the correct amount of VAT in respect of such payments hereunder. 


  

	3.3	 No Other Compensation. Other than as explicitly set forth (and as applicable) in this Agreement,
neither Apollomics nor any of its Affiliates will be obligated to pay any additional fees, milestone payments, royalties, or other payments of any kind to or on behalf of Nuance or any of its Affiliates under this Agreement. 



 

	3.4	 Other Amounts Payable. With respect to any amounts owed under this Agreement by a Party to the other
Party for which no other invoicing and payment procedure is specified in this Agreement, the payee Party will provide an invoice, together with reasonable supporting documentation, to the paying Party for such amounts owed. The paying Party will pay
any undisputed amounts within [                ] after receipt of the invoice, and will pay any disputed amounts owed by
the paying Party within [                ] of resolution of the dispute. 



ARTICLE 4 
 LICENSE
GRANTS; INTELLECTUAL PROPERTY 
  

	4.1	 License to Apollomics. Subject to the terms and conditions of this Agreement. Nuance hereby grants to
Apollomics, on behalf of itself and its Affiliates, an exclusive, transferrable (subject to Section 12.5 (Assignment)) license, with the right to sublicense (through multiple tiers), under the Nuance Licensed Technology to Exploit TYG100 and
Products in the Territory. 



  
 12 














	4.2	 No Implied Licenses: Retained Rights. Except as explicitly set forth in this Agreement, neither
Party grants to the other Party any license or other rights, express or implied, under any intellectual property rights (whether by implication, estoppel or otherwise). 



 

	 	(a)	 Additional Assignment; Continuing Technology Transfer. After the completion of the initial transfer
pursuant to Section 2.8 (Possession), at least once a Calendar, Nuance will assign and transfer to Apollomics any other additional documents, data, or other Know-How included in the Nuance Licensed Technology and has not been previously
transferred to Nuance or one of its Affiliates or designees (the “Continuing Technology Transfer” and together with the Initial Technology Transfer, the “Technology Transfers”). 



 

	 	(b)	 Costs of Technology Transfer. Nuance will reasonably cooperate, and will cause any of its Affiliates to
cooperate, with Apollomics to facilitate the Continuing Technology Transfer to Apollomics. In the course of any Technology Transfer, Nuance will provide Apollomics with reasonable access by teleconference or
in-person at Nuance’, or any of its Affiliates’, facilities to Nuance or any of its Affiliates’ personnel involved in the Development or Manufacture of TYG100 to provide Apollomics with a
reasonable level of technical assistance and consultation in connection with all Technology Transfers. Apollomics will be responsible for its costs and expenses incurred in connection with the foregoing consultation and assistance in connection with
the Initial Technology Transfer and Continuing Technology Transfer. 


 ARTICLE 5 

DEVELOPMENT 
  

	5.1	 Development Records. Nuance will, and will cause its Affiliates, Sublicensees, and subcontractors to,
maintain reasonably complete, current, and accurate records of all Development activities conducted by or on behalf of it and its Affiliates. Sublicensees, and subcontractors, respectively, pursuant to this Agreement and all data and other
information resulting from such activities consistent with its usual practices, in validated computer systems that are compliant with 21 C.F.R. §11 and in accordance with applicable law in the United States. Nuance will maintain all such
records relating to the Development for a period of [                ],or a longer period as may be required by Applicable
Law. after the end of the Term. Nuance will document all non-clinical and preclinical studies and Clinical Trials in formal written study reports in accordance with GLP, cGMP, and GCP in compliance with ICH
Guidelines, as applicable, and in compliance with Applicable Law. Upon Apollomics’ reasonable request, not more frequently than
[                                   
     ] during which Nuance or its Affiliates, Sublicensees, or subcontractors are performing or having performed Development activities. Nuance will, and will cause its Affiliates. Sublicensees, and subcontractors to,
allow Apollomics to access, review, and copy such records (including access to relevant databases), subject to any confidentiality obligations to any Third Party. 



 

	5.2	 Development Updates. Apollomics will provide Nuance an annual update in writing of TYG100 development
progress. 



  
 13 













 ARTICLE 6 

REGULATORY 
  

	6.1	 Regulatory Responsibilities. Subject to the terms and conditions of this Agreement. Apollomics will have
sole responsibility for and sole decision-making authority over all regulatory activities and associated costs and expenses for TYG100 and all Products in the Territory. 



 

	6.2	 Regulatory Transition. In addition to the assignment of those Regulatory Approvals and Regulatory
Materials included in the Acquired Assets, the Parties will complete all other transition activities to enable Apollomics to assume the regulatory responsibilities for TYG100 and all Products in the Territory no later than [                ] after the Closing Date, provided that Nuance will use reasonable efforts to provide any relevant
documents to Apollomics as soon as practical following the Closing Date. 


  

	6.3	 Regulatory Filings; Ownership. Apollomics will lead and have sole control over preparing and submitting
all Regulatory Filings related to any Product in the Territory. Apollomics will own any and all other Regulatory Approvals and Regulatory Materials related to any Product in the Territory (including all Regulatory Approvals and Regulatory Materials
in relation to the Ongoing Nuance Studies after such Regulatory Approvals and Regulatory Materials are assigned to Apollomics pursuant to Section 6.2 (Assignment of Regulatory Materials)), which will be held in the name of Apollomics or its
designees. 


 ARTICLE 7 

ASSIGNED CONTRACTS 
  

	7.1	 Enjoyment and Further Assurances. From and after the Closing Date, Apollomics shall be entitled to all
of the rights and subject to all of the obligations of Nuance under the Assigned Contracts. Nuance agrees to cooperate with Apollomics and take all actions necessary to ensure Apollomics shall be entitled to exercise all rights of Nuance under the
Assigned Contracts. 


 ARTICLE 8 

REPRESENTATIONS, WARRANTIES AND COVENANTS 
  

	8.1	 Mutual Representations, Warranties, and Covenants. Each Party hereby represents and warrants to the
other Party as of the Closing Date, and covenants, as applicable, as a material inducement for such other Party’s entry into this Agreement, as follows: 


  


	 	(a)	 Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as
contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. 


  

	 	(b)	 Authority and Binding Agreement. (i) It has the corporate power and authority and the legal right
to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations
hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.



  

	 	(c)	 No Conflict. It is not a party to and will not enter into any agreement that would prevent it
from granting the rights granted or intended to be granted to the other Party under this Agreement or performing its obligations under this Agreement. 



  
 14 














	 	(d)	 Consents. All consents, approvals, and authorizations from all governmental authorities or other Third
Parties required to be obtained by such Party in connection with this Agreement have been obtained. Nuance shall obtain necessary approvals from TYG Oncology to consummate the Technology Transfers. 



 

	 	(e)	 Bankruptcy; Insolvency. It and its Affiliates are not subject to any action or petition, pending or
otherwise, for bankruptcy or insolvency in any state, country, or other jurisdiction, and it is not aware of any facts or circumstances that could result in such Party or any of its Affiliates becoming or being declared insolvent, bankrupt, or
otherwise incapable of meeting its obligations under this Agreement as they become due in the ordinary course of business. 


  

	8.2	 Representations and Warranties of Nuance. Nuance hereby represents, warrants and covenants to Apollomics
as of the Closing Date, as applicable, as follows: 


  

	 	(a)	 Title. Nuance is the full and exclusive legal and beneficial owner of all rights, title, and interests
in and to the Acquired Assets. Nuance is entitled to sell and procure the transfer of the full legal and beneficial ownership of the Acquired Assets to Apollomics on the terms set out in this Agreement, free and clear of all Liens. The Acquired
Assets are free of Liens as of the Closing Date, and there is no Lien on, over or affecting any of the Acquired Assets, nor is there any commitment to give or create any of the foregoing, and no Third Party has claimed to be entitled to any of the
foregoing. 


  

	 	(b)	 Compliance with Law. Nuance has Exploited the Products in compliance in all material respects with all
Applicable Laws. There is no (i) action or investigation pending or, to Nuance’ knowledge, threatened, by any governmental body or (ii) any Legal Proceeding pending or, to Nuance’ knowledge, threatened, in each case ((i) and
(ii)), against Nuance or any of its Affiliates (other than the Company) related to the Acquired Assets. 


  

	 	(c)	 Completeness of Assets. The Acquired Assets constitute all of the assets, tangible and intangible, owned
or Controlled by Nuance or its Affiliates relating to TYG100 or the Exploitation of TYG100 or any Product. Other than the TYG Oncology Patent Rights. Nuance does not Control any Patent Right that, absent a license, would be infringed by the
Exploitation of TYG100 or a Product by or on behalf of Apollomics in the Territory. 


  

	 	(d)	 Validity. To Nuance’ knowledge, the TYG Oncology Patent Right Rights are valid, enforceable,
subsisting and in full force and effect. No Person, including without limitation the U.S. Patent and Trademark Office or any foreign equivalent Governmental Entity for patent or trademark matters, is making an adverse claim of ownership to the TYG
Oncology Patent Rights or is challenging the right, title or interest of Nuance or any Affiliate in, to or under any TYG Oncology Patent Rights, or the validity or enforceability of any Patent Rights included in the TYG Oncology Patent Rights. There
is no opposition, cancellation, proceeding, objection or claim pending with regard to any TYG Oncology Patent Rights other than patent application examination proceedings before any patent authority. The TYG Oncology Patent Rights are not subject to
any outstanding order of, judgment of, decree of or agreement with any Governmental Entity adversely affecting the use thereof by Nuance or its Affiliates or their rights thereto. 



  
 15 














	 	(e)	 Non-Infringement. To Nuance’ knowledge, no Person has
misappropriated, infringed, diluted, or otherwise violated, either directly or indirectly, any TYG Oncology Patent Right, or any Know-How or other intellectual property right included in the Acquired Assets.
To Nuance’ knowledge. Exploitation of TYG100 or any Product will not infringe any Third Party Patent Right. The Know-How included in the Acquired Assets has not been misappropriated from any Third Party.
Neither Nuance nor any of its Affiliates has received any written charge, complaint, claim, demand, notice or other written communication from any Person alleging that it is infringing, misappropriating, or violating any intellectual property rights
of such Person in connection with the Exploitation of TYG100 or any Product. 


  

	 	(f)	 Contracts. Other than the Assigned Contracts, neither Nuance nor any of its Affiliates is a party to any
Contract pursuant to which (i) Nuance or any of its Affiliates has granted to any third party a license, covenant not to sue, option, or other right with respect to any Acquired Patent Right or any
Know-How, or other intellectual property right included in the Acquired Assets; (ii) any Third Party has granted to Nuance or any of its Affiliates a license, covenant not to sue, option or other right
with respect to any intellectual property rights related to TYG100 or the Manufacture or use of any Product; or (iii) Nuance has any rights or obligations related to Exploitation of TYG100 or any Product. Nuance has made available to Apollomics
true and complete copies of each of Assigned Contract (including all material amendments, modifications, extensions, and renewals thereof and waivers thereunder). Each Assigned contract is valid and in full force and effect and constitutes a legal,
valid and binding agreement, enforceable in accordance with its terms, of each party thereto. Neither Nuance nor any of its Affiliates is in material breach of any Assigned Contract, and, no other party to any Assigned contract is in material breach
of such contract and no event has occurred that, with the giving of notice or lapse of time or both, would constitute a material breach or default thereunder (nor does there exist any condition which, upon the passage of time or the giving of notice
or both, would reasonably be expected to cause such a material breach or default thereunder or permit termination, material modification, loss of any material benefit, or acceleration of any material obligations of Nuance or its Affiliates pursuant
thereto). Nuance has not provided to or received from any other party to any Assigned Contract written notice of any such alleged default. Nuance has not given any written notice to a third party that is a party to any Assigned Contract that it
intends to terminate either such contract and has not received any written notice from any such third party stating that such third party intends to terminate any Assigned Contract. 



 

	 	(g)	 Nuance Licensed Technology. Nuance has the right under the Nuance Licensed Technology to grant to
Apollomics the licenses set forth in this Agreement, and it has not granted any license or other right under the Nuance Licensed Technology that is inconsistent with the licenses granted to Apollomics hereunder. 



 

	 	(h)	 TYG Oncology Patent Rights. Schedule 1.69 (TYG Oncology Patent Rights) sets forth a true, complete and
accurate list of all of the Patent Rights that are exclusively licensed to Nuance or any Affiliates pursuant to the License Agreement, setting forth the jurisdictions in which patents have been issued and patent applications have been filed, along
with the current owner, the respective application, registration or filing number, and all expiration dates of such applications, registrations or filings. The License Agreement is the only Contract in effect under which any Third Party has licensed
or sublicensed (exclusively or non-exclusively), granted or conveyed to Nuance or any Affiliates any rights, title, or interests in or to any intellectual property rights that claim, cover or are embodied in,
or are otherwise necessary for the Exploitation of TYG100 or any of the Product, or are otherwise material to the Exploitation of TYG100 or any Product as being currently conducted. Other than the TYG Oncology Patent Rights, there are no Patent
Rights owned or controlled by Nuance or any Affiliates that (A) claim, cover, or are embodied in, or are otherwise necessary for the Exploitation, or use of. TYG100 or any Product, or (B) are otherwise material to the Exploitation of
TYG100 or any Product. 



  
 16 














	 	(i)	 No Conflicts. Neither the execution, delivery or performance of this Agreement or the Ancillary
Agreements nor the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare:
(i) a loss of, or Lien on, any TYG Oncology Patent Rights; (ii) a material breach of, default or loss of rights under or termination, of any Assigned Contract; (iii) the release, disclosure or delivery of any TYG Oncology Patent
Rights by or to any escrow agent or other Person; (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to or in any of the TYG Oncology Patent Rights; (v) by the terms of any Assigned
Contract, an increase in, or the existence of, any royalty or other payments Nuance or its Affiliate would be required to make under such contract; or (vi) by the terms of any Assigned Contract, accelerate any material right or obligation
under, or give rise to any payment right or obligation under such contract. 


  

	 	(j)	 Regulatory Approvals. The Regulatory Approvals described in Section 2.1 are current and in full
force and effect, and no suspension, revocation, or cancellation of such Regulatory Approvals is pending or threatened, and there is no basis for believing that any such Regulatory Approvals will not be renewable upon expiration. Nuance has made
available to Apollomics true and complete copies of all material correspondence with all Regulatory Authorities (including copies of official notices, citations or decisions) in the files of Nuance or its Affiliates relating to any Product. Nuance
has made available to Purchaser complete and correct copies of each IND or other Regulatory Approval submitted to any Regulatory Authority with respect to any Products, including all supplements and amendments thereto. 



 

	 	(k)	 Untrue Statements. Neither Nuance, nor to the knowledge of Nuance any of its officers, employees,
agents, or Affiliates, has made an untrue statement of material fact or fraudulent statement to any Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity, or committed an act,
made a statement, or failed to make a statement, including with respect to any scientific data or information, that, at the time such disclosure was made or failure to disclose occurred, would reasonably be expected to provide a basis for the FDA or
any other Governmental Entity to invoke the FDA Application Integrity Policy respecting “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities,” set forth in FDA’s Compliance Policy Guide Sec. 120.100 (CPG
7150.09) or any similar policy, in each case as related to a Product. 


  

	 	(l)	 No Debarment. Neither Nuance, nor to the knowledge of Nuance, its officers, employees, agents,
contractors, and Affiliates, have (i) been debarred or have been convicted of any crime or engaged in any conduct that did result in debarment under 21 U.S.C. § 335a or disqualification as a clinical investigator under 21 C.F.R. §
312.70 or any similar Applicable Law, (ii) engaged in any conduct that did result in debarment or disqualification as an investigator or (iii) been excluded or convicted of any crime which such Person could be excluded from participating
in the Federal health care programs under Section 1128 of the Social Security Act of 1935, as amended, or any similar Applicable Law. Neither Nuance nor any of its Affiliates is a party to a corporate integrity agreement. 




  
 17 














	 	(m)	 Inventory. The inventory described in Section 2.1(f) (The Acquired Assets) is saleable or usable in
the ordinary course of business, subject to its shelf life, and with respect to such inventory that is finished product inventory, such inventory: (a)
[                                   
             ], has a minimum remaining shelf life of
[                    ] and was manufactured, stored and to the extent packaged and labeled, packaged
and labeled in accordance with the specifications for the Product, good manufacturing practices and Applicable Law; (b) is not adulterated or misbranded and is not damaged or obsolete; (c) is not held on consignment; and (d) has been
tested in accordance with established protocol sufficient to release the applicable Product for sale in the Licensed Territory in accordance with Applicable Law. Schedule 8.2(m) (Inventory) contains a list and description of each lot of the
inventory described in Section 2.1(f) (The Acquired Assets), whether held by Nuance or by a Third Party on behalf of Nuance, in each case with its expiry and batch number. 



 

	 	(n)	 No Broker. No broker, finder or other third party has any right to a commission or other fee as the
result of any arrangement or agreement by or on behalf of Nuance in connection with this Agreement or any of the transactions contemplated hereunder. 


  

	8.3	 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS. NO REPRESENTATIONS OR WARRANTIES WHATSOEVER. INCLUDING WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. NON-INFRINGEMENT, OR
NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. ALL REPRESENTATIONS AND WARRANTIES. WHETHER ARISING
BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED. 


 ARTICLE 9 

CONFIDENTIALITY 
  

	9.1	 Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise
agreed in writing, during the Term and for [                ] thereafter, the Parties agree that the receiving Party will
keep confidential and will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any information and materials furnished to it by or on behalf of the other Party or any of its Affiliates or generated
pursuant to this Agreement (collectively, with the terms of this Agreement, “Confidential Information”). For any Confidential Information that constitutes trade secrets of either Party, the foregoing
non-disclosure obligations will continue for as long as such Confidential Information remains trade secrets. For clarity, Confidential Information of a Party or any of its Affiliates will include all
information and materials disclosed by such Party or any of its Affiliates or their respective designees that (a) is marked as “Confidential.” “Proprietary.” or with similar designation at the time of disclosure or
(b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Know-How disclosed orally will not be required to be identified as such to be considered
Confidential Information. The terms of this Agreement will be deemed to be the Confidential Information of both Parties. The Acquired Assets and all other Confidential lnformation related to TYG100 or any Product will be the Confidential Information
of Apollomics. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by written documentation by the receiving Party that such information: (a) was already known to the
receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of
disclosure, (b) was generally available to the 



  
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public or otherwise part of the public domain at the time of its disclosure to the receiving Party, (c) became generally available to the public or otherwise part of the public domain after
its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such
independent development, or (e) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to
which such obligation was established), by a Third Party who had no obligation to the disclosing Party not to disclose such information to others. 

  

	9.2	 Authorized Disclosure. 



 

	 	(a)	 Permitted Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and
disclose Confidential Information of the other Party solely as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration, if customary): (A) in connection with the
performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (B) to the extent such disclosure is reasonably
necessary or useful in conducting Clinical Trials under this Agreement; or (C) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders (including in connection with any royalty
factoring transaction), or (ii) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting Patent Right, prosecuting or defending litigation related to this Agreement, complying with applicable
governmental regulations with respect to performance under this Agreement (including any disclosure to any securities exchange), obtaining Regulatory Approval or Marketing Approval or fulfilling post-approval regulatory obligations for the Licensed
Antibodies or Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other
Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of
the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclose that Confidential Information that is required to be disclosed; (iii) to advisors
(including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (iv) to the extent
agreed to by the Parties. 


  

	 	(b)	 Disclosure to SEC. Each Party acknowledges and agrees that the other Party may submit this Agreement to
the U.S. Securities and Exchange Commission (the “SEC”) and if a Party does submit this Agreement to the SEC, then such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential
treatment request for this Agreement. If a Party is required by Applicable Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and (i) such Party has provided copies of the disclosure to the
other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (ii) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints,
and (iii) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required 



  
 19 














	 	
disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably
determined by its counsel to be required by applicable law. Notwithstanding any provision to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the U.S. Securities and Exchange Commission as set
forth in this Section 9.2 (Authorized Disclosure), and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its
counsel, as the case may be, will in good faith (A) consider incorporating such comments and (B) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by
the other Party to the extent permitted by applicable law. Nuance will have the right to issue additional press releases or to make public disclosures only with the prior written agreement of Apollomics. 


 

	 	(c)	 Press Release. Following the execution of this Agreement, the Parties will issue a joint press release
in the form set forth in Schedule 9.2(c). After such initial press release, Nuance will not issue press releases or make public disclosures relating to this Agreement or the terms hereof, unless (i) the information in such release or disclosure
has been previously publicly disclosed and remain materially true and correct at the time of the subsequent disclosure or (ii) Nuance provides Apollomics with a draft of such proposed disclosure prior to making any such
disclosure, and such disclosure is approved by Apollomics. 


  

	9.3	 Prior Agreement. This Agreement supersedes the Confidentiality Agreement. All confidential information
exchanged between the Parties under the Confidentiality Agreement will be deemed Confidential Information for purposes of this Agreement and will be subject to the terms hereof. 



 

	9.4	 Publications. Except as required by Applicable Law or court order, any publication, presentation, or
abstract concerning the activities conducted under this Agreement by Nuance relating to a will be subject to the oversight, guidelines, and approval of Apollomics. 



ARTICLE 10 
 INSOLVENCY

  

	10.1	 All rights and licenses granted under or pursuant to this Agreement by Apollomics and Nuance are, and will
otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as
licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or
against a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such
other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s
written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written
request therefor by the other Party. 



  
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 ARTICLE 11 

DISPUTE RESOLUTION 
  

	11.1	 Escalation. Any dispute arising out of or in connection with this Agreement will be settled, if
possible, through good faith negotiations between the Parties. If the Parties are unable to settle such dispute within [            ] after
first considering such dispute, then such dispute will be referred to the Chief Executive Officer of Nuance and the Chief Executive Officer of Apollomics (the “Executive Officers”). The Executive Officers of both
Parties will meet to attempt to resolve such dispute. Such resolution, if any, of a referred issue will be final and binding on the Parties. All negotiations pursuant to this Article 11 (Dispute Resolution) are confidential and will be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence. If the Executive Officers cannot resolve such dispute within
[            ] after either Party requests such a meeting in writing, then either Party will have the right to pursue any and all remedies
available at law or equity, consistent with Section 11.2 (Jurisdiction; Venue). 


  

	11.2	 Jurisdiction; Venue. Each Party irrevocably submits to the exclusive jurisdiction of (a) the
Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action, or other proceeding arising out of this Agreement or out of any
transaction contemplated hereby. Each Party agrees to commence any such action, suit, or proceeding either in the United States District Court for the Southern District of New York or if such suit, action, or other proceeding may not be brought in
such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this
Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party irrevocable consents to service of process in the
manner provided under Section.


  

	12.2	 (Notices) or by first class certified mail, return receipt requested, postage prepaid. THE PARTIES EXPRESSLY,
IRREVOCABLY, AND UNCONDITIONALLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY. 


 ARTICLE 12 

MISCELLANEOUS 
  

	12.1	 Entire Agreement; Amendment. This Agreement, including the Exhibits hereto, set forth the complete,
final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings between the Parties existing as of the Closing Date with respect to the subject matter hereof. In the event of any inconsistency between any plan hereunder and this Agreement, the terms of this Agreement will prevail. There are no
covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth herein and therein. No subsequent alteration, amendment, change or addition to this
Agreement will be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. 



  
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	12.2	 Notices. Any notice required or permitted to be given under this Agreement will be in writing, will
specifically refer to this Agreement, and will be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 12.2 (Notices), and will be
deemed to have been given for all purposes (a) when received, if hand-delivered or sent by a reputable international expedited delivery service, or (b) five Business Days after mailing, if mailed by first class certified or registered
mail, postage prepaid, return receipt requested. This Section 12.2 (Notices) is not intended to govern the day-to-day business communications necessary between the
Parties in performing their obligations under the terms of this Agreement. 


 If to Apollomics: 

Apollomics Inc. 
 118 Tonghuizhong
Road, KongGangZhiChuang Center, 
 Xiaoshan District, Hangzhou, China, 311200 

With a copy to (which will not constitute notice): 

Michael J. O’Donnell 
 c/o
Morrison & Foerster LLP 
 755 Page Mill Road 

Palo Alto, California 
 USA 94304

 If to Nuance: 
 Nuance
Biotech (Shenzhen) Co. Ltd., Unit 1505, 
 Block A, Innovation Plaza, No. 2007 Pingshan Avenue, 

Pingshan Street, PingShan District, Shenzhen 518118, 

China 
 With a copy to (which will
not constitute notice): 

                       
                                         


                       
                                         


                       
                                         


                       
                                         

  

	12.3	 No Strict Construction; Headings. This Agreement has been prepared jointly and will not be strictly
construed against either Party. Ambiguities, if any, in this Agreement will not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. The headings of each Article and Section in this
Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section. 



 

	12.4	 Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender
herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will be
deemed to be followed by the phrase “without limitation,” (c) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or
other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (e) any reference herein to any person or entity will be construed to include the person’s or entity’s successors and assigns, (f) the words “herein,” “hereof,” and “hereunder”, and words
of similar import, will be construed to refer to this Agreement in its entirety and not to any 



  
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particular provision hereof, (g) all references herein to Sections or Schedules will be construed to refer to Sections or Schedules of this Agreement, and references to this Agreement
include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement,
(i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent,” or “approve” or the like will require that such agreement, consent or approval be specific and in writing,
whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division
thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term
“and/or,” and (1) references to any Sections include Sections and subsections that are part of the related Section (e.g., a section numbered “Section 2.2” would be part of “Section 2”, and
references to “Section 2.2” would also refer to material contained in the subsection described as “Section 2.2(a)”). 

  

	12.5	 Assignment. Neither this Agreement nor any interest hereunder will be assignable by Nuance without the
prior written consent of Apollomics, except as follows: (a) Nuance may, subject to the terms of this Agreement, assign its rights and obligations under this Agreement in whole to its successor-in-interest in connection with the sale of all or substantially all of its assets, whether in a merger, acquisition, or similar transaction or series of related transactions, provided that
such sale is not primarily for the benefit of its creditors, and (b) Nuance may assign its rights and obligations under this Agreement to any of its Affiliates, provided that Nuance will remain liable for all of its rights and
obligations under this Agreement. Apollomics may freely assign this Agreement or any interest hereunder, in whole or in part. Nuance will promptly notify Apollomics of any assignment or transfer under the provisions of this Section 12.5
(Assignment). This Agreement will be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns to the extent
necessary to carry out the intent of this Agreement. Any assignment or attempted assignment not in accordance with this Section 12.5 (Assignment) will be null, void, and of no legal effect. 



 

	12.6	 Performance by Affiliates. Each Party may perform any obligations and exercise any right hereunder
through any of its Affiliates, provided that such Party will remain primarily responsible for the other Party hereunder. Each Party hereby guarantees the performance by any of its Affiliates of such Party’s obligations under this
Agreement, and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement will be deemed a breach
by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate. 


  

	12.7	 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to
do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 


  

	12.8	 Severability. If any provision or portion thereof in this Agreement is for any reason held to be
invalid, illegal, or unenforceable, then the same will not affect any other portion of this Agreement and its validity, as it is the intent of the Parties that this Agreement will be construed in such fashion as to maintain its existence, validity,
and enforceability to the greatest extent possible. In any such event, this Agreement will be construed as if such provision or portion thereof had never been contained in this Agreement, and there will be deemed substituted therefore such provision
as will most nearly carry out the intent of the Parties as expressed in this Agreement to the fullest extent permitted by Applicable Law unless doing so would have the effect of materially altering the right and obligations of the Parties in which
event this Agreement may be terminated by mutual written agreement of the Parties. 



  
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	12.9	 Waiver; Cumulative Remedies. The failure of either Party to require performance by the other Party of
any of that other Party’s obligations under this Agreement will in no manner affect the right of such Party to enforce the same at a later time. No waiver by any Party of any condition, or of the breach of any provision, term, representation or
warranty contained in this Agreement will be deemed to be or construed as a further or continuing waiver of any such condition or breach, or of any other condition or of the breach of any other provision, term, representation, or warranty hereof.
The remedies provided in this Agreement are not exclusive and the Party suffering from a breach or default of this Agreement may pursue all other remedies, both legal and equitable, alternatively, or cumulatively. 



 

	12.10	 Independent Contractors. Each Party will act solely as an independent contractor, and nothing in this
Agreement will be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein will be construed to create the relationship of partners, principal and agent, or joint-venture partners
between the Parties. 


  

	12.11	 Choice of Law. This Agreement will be governed by, and enforced and construed in accordance with, the
laws of the State of New York, without regard to its conflicts of law provisions. 


  

	12.12	 Counterparts. This Agreement may be executed in counterparts, all of which taken together will be
regarded as one and the same instrument. Counterparts may be delivered via electronic mail, including AdobeTM Portable Document Format (PDF) or any electronic signature complying with the U.S.
Federal ESIGN Act of 2000, and any counterpart so delivered will be deemed to be original signatures, will be valid and binding upon the Parties, and, upon delivery, will constitute due execution of this Agreement. 



 

	12.13	 Term of the Transfer and Co-development. The term hereunder
shall expire in each country on the date of the termination of the License Agreement. 


  

	12.14	 Relationship to the License Agreement. 



 

	 	(a)	 Subject to License Agreement. Apollomics shall be subject to and bound by all the terms stipulated under the
License Agreement in relation with Nuance’s original licensed rights and obligation, to the extent as would apply if the License Agreement were directly between Apollomics and TYG. Provided, however, Section 9.1 (Milestone Payments)
thereunder does not apply to Apollomics. 


  

	 	(b)	 Responsible for Development. Apollomics shall, at its sole cost and expense, be responsible for and exert its
Commercially Reasonable Efforts (as defined under the License Agreement) to: (a) perform the research and development activities in the Development Plan (as defined under the License Agreement); (b) conduct all future non-clinical and clinical development, and commercialization of the Product in the Territory; and (c) file for any and all marketing authorization applications and holding any marketing authorizations obtained
in the Territory. 


  

	 	(c)	 Nuance’s Obligations. Nuance’s obligations to complete Development Work under the License Agreement
shall be transferred to Apollomics in the entirety upon payment of the Initial Technology Transfer and Co-development Fee. Apollomics shall provide Nuance with a written update of the development progress at
the end of each year during the term hereof. At the request of Nuance from time to time, Apollomics shall also provide all relevant updates to Nuance. 



[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized
representatives as of the date hereof. 
  

					
	Apollomics (Hong Kong) Limited	 	




	By:	 	




	Name:	 	  

	Title:	 	  



  

					
	 Nuance Biotech Inc.
  
	 	 





	By:	 	 /s/ NI JIAN

	Name:	 	NI JIAN
	Title:	 	CEO
	  
 Nuance Biotech (Shenzhen) Co., Ltd.

 

	By:	 	 /s/ NI JIAN

	Name:	 	NI JIAN
	Title:	 	CEO
	  
 Nuance Biotech (Nantong) Co., Ltd.

 

	By:	 	 /s/ NI JIAN

	Name:	 	NI JIAN
	Title:	 	CEO

 Signature Page to Asset purchase agreement