Exhibit 10.3


 


CONTRIBUTION
AGREEMENT


 


This
Contribution Agreement (this “Agreement”) is made and entered into as of June 28, 2022 (the
“Effective Date”), by and between Eureka Therapeutics, Inc.,
a Delaware corporation (“Eureka”), and Estrella Biopharma,
Inc., a wholly owned subsidiary of Eureka and a Delaware corporation (“Estrella”).


 


Recitals


 


Whereas,
Eureka desires to separate Eureka’s CD19 and CD22 assets and business (the “Separated Business”)
from the remainder of Eureka’s existing operations and business so that such businesses can be separately operated and financed
in the future (the “Separation”);


 


Whereas,
to accomplish the Separation, Eureka desires to transfer certain assets of Eureka to be used in connection with the Separated Business
to Estrella in exchange for shares of Series AA Preferred Stock, par value $0.0001 per share (the “Shares”),
of Estrella;


 


WHEREAS, Eureka
desires to contribute and assign to Estrella all right, title and interest in and to those assets listed on Exhibit A hereto
(the “Assets”), and Estrella desires to accept such contribution on the terms set forth in this Agreement
(the “Contribution”);


 


Agreement


 


Now,
Therefore, in consideration of the foregoing and the mutual covenants and
conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties to this Agreement agree as follows:


 


1.            Contribution
of Assets. Eureka hereby grants, sells, conveys, transfers, assigns, releases and delivers to Estrella all right, title
and interest in and to the Assets, to have and hold the same unto itself, its successors and assigns forever, and Estrella hereby
accepts such grant, sale, conveyance, transfer, assignment, release and delivery.


 


2.            Assumed
Liabilities. The Contribution is subject to the assumption by Estrella of all liabilities and obligations of Eureka
to the extent exclusively or primarily resulting from, relating to or arising out of the Assets of whatever kind or nature (whether
absolute, accrued, contingent, determined, determinable, disclosed, known or unknown, or otherwise) on or after the date hereof
(the “Assumed Liabilities”). Estrella hereby assumes and shall perform, pay and discharge when due the
Assumed Liabilities. Nothing contained herein shall prevent Eureka or its affiliates from contesting in good faith any of the Assumed
Liabilities with any third-party obligee.


 


3.            Consideration;
Issuance of Shares. As consideration for the Contribution of the Assets pursuant to Section 1, Estrella hereby agrees
to issue to Eureka 105,000,000 Shares.


 




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4.            Further
Assurances.


 


4.1       Execution
of Other Instruments of Conveyance. In furtherance of the assignment, transfer and conveyance of the Assets set forth
herein, Eureka shall execute and deliver to Estrella such stock powers, certificates of title, assignments of contracts and other
instruments of transfer, conveyance and assignment and prepare and submit such applications, filings or other documents as and
to the extent necessary to evidence and effect the transfer, conveyance and assignment of all of Eureka’s right, title and
interest in and to the Assets to Estrella.


 


5.            Representations
and Warranties of Eureka. Eureka is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Eureka has all requisite power and authority to execute and deliver this Agreement, to carry out its
obligations hereunder, and to consummate the transactions contemplated hereby. Eureka has obtained all necessary corporate approvals
for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by Eureka and (assuming due authorization, execution and
delivery by Transferee) shall constitute Eureka’s legal, valid and binding obligation, enforceable against it in accordance
with its terms.


 


6.            Representations
and Warranties of the Transferee. Estrella is a company duly organized, validly existing and in good standing under
the laws of the State of Delaware. Estrella has all requisite power and authority to execute and deliver this Agreement, to carry
out its obligations hereunder, and to consummate the transactions contemplated hereby. Estrella has obtained all necessary limited
liability company approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and
the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferee and
(assuming due authorization, execution and delivery by Transferor) shall constitute Transferee’s legal, valid and binding
obligation, enforceable against it in accordance with its terms. Upon the consummation of the transactions contemplated hereby,
the Shares will have been duly authorized, validly issued and will be fully-paid and nonassessable Shares of the Company and shall
have been issued in compliance with all applicable securities laws. The shares of Common Stock of Estrella issuable upon conversion
of the Shares, when issued in accordance with Estrella’s certificate of incorporation, will be duly authorized, validly issued
and fully-paid and nonassessable shares.


 


8.            Disclaimer
of Representations and Warranties. Each of Eureka and Estrella understands and agrees that, except as expressly set
forth herein or in any other agreement or document contemplated by this Agreement, no party to this Agreement or any other such
agreement or document is representing or warranting in any way as to the assets, businesses or liabilities transferred or assumed
as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value thereof, or
any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from
counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency
of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution,
delivery and filing hereof or thereof.


 




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9.            Miscellaneous.


 


9.1       Governing
Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied
to agreements between Delaware residents entered into and performed entirely in Delaware.


 


9.2       Entire
Agreement; Amendment. This Agreement, including any and all attachments or exhibits hereto, constitutes the entire,
final and exclusive understanding and agreement between the parties with respect to the subject matter hereof and no party shall
be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically
set forth herein and therein. This Agreement may be amended, waived, discharged or terminated only by written agreement of the
parties.


 


9.3       Severability.
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the parties intend that (a) in lieu of such
provision there be added as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision
as may be possible and be valid, legal and enforceable and (b) the validity, legality and enforceability of the remaining provisions,
or any subsequent applications thereof, shall not in any way be affected or impaired thereby.


 


9.4       Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 


9.5       Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified; (b) when sent by confirmed facsimile or electronic mail if sent during normal business hours of the
recipient, if not, then on the next business day; (c) upon deposit with the postal service, by registered or certified mail, return
receipt requested, postage prepaid; or (d) one day after deposit with an internationally recognized express courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the parties at the respective addresses
set forth on the signature pages hereto or at such other address as a party may designate by ten days advance written notice to
the other party hereto.


 


9.6       Counterparts;
Manner of Delivery. This Agreement may be executed in two or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and
validly delivered and be valid and effective for all purposes.


 


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In
Witness Whereof, the parties hereto have executed this Contribution Agreement
as of the Effective Date.


 


	 	EUREKA:
	 	 
	 	Eureka Therapeutics, Inc.
	 	 
	 	By: 	 
	 	Name:	Cheng Liu
	 	Title:  	President
	 	ETCA-22-01386
	 	 
	 	ESTRELLA:
	 	 
	 	Estrella Biopharma, Inc.
	 	 
	 	Name: 	Qian Yang
	 	Title:	Chief Operating Officer


 




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Exhibit
A



ASSETS


 


		A.	Tangible Property.



 


All tangible property embodying or bearing
any item of Property, including, by not limited to: (A) any prototype, product, models, media, devices or documentation that constitute
or embody the Property; (B) component parts, notes, records, drawings, designs, and other material or information relating to the
Property; (C) art work, designs, schematics, software, object code and source code developed with respect to the Property; and
(D) the items listed below:


 


		·	Plasmids with the antibodies related to Artemis® CD19 and Artemis® CD22 (“Property”);



 


		·	Cell line for expressing the CD19 and CD22 antibody;



 


		·	Anti-CD19 and Anti CD22 constructs;



 


		·	293 cells expressing CD19 and CD22;



 


		·	CD19 and CD22 antibody produced;



 


		·	Cell lines with CD19 or CD22 knockout;



 


		·	CD19 or CD22 overexpressing cell lines (with various expression levels) based on the knockout cell
lines (start from knockout cell lines); and



 


		·	All inventory of product, including raw materials, work in process and finished product related
to the Products.



 


		B.	Contracts.



 


The contracts listed below and any other
contract that relates exclusively to the InvisiMask business (the “Assumed Contracts”):


 


		·	Collaboration Agreement effective as of October 29, 2021 between Eureka Therapeutics, Inc. and
Imugene Limited.



 


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