Exhibit
10.5


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement ("Agreement") is entered into this on March 7, 2016 (the "Effective Date") by and between
BeyondSpring Pharmaceuticals, Inc. ("Company") and Mr. Richard Brand ("Employee") (collectively, the "Parties").


 


WHEREAS,
Employee and Company desire to enter into an agreement in which Employee will be an employee of the Company;


 


WHEREAS,
the Company and Employee have agreed to certain terms and conditions, which are set forth below.


 


AND NOW, intending to be legally
bound, the Parties agree as follows:


 


1.        Position and Duties


 


a.      
Employee shall serve and the Company shall employ Employee in the position of Chief Financial Officer. Employee shall report
directly to Dr. Lan Huang, CEO ("Supervisor"). The duties of Employee shall be assigned by the Supervisor from time to
time commensurate with Employee's education, skills and experience.


 


b.     
Employee shall work full-time and devote Employee's best efforts to do the business of the Company in a manner that will
further the interests of the Company.


 


c.      
Employee shall not work for any other person or entity while in the employ of the Company without prior written consent
from the Supervisor.


 


d.     
Employee shall comply with all Company policies including, but not limited to, the attached Employee Handbook.


 


2.        Term and Termination


 


a.      
Employee agrees to use his best efforts to remain employed with the Company for a minimum of 4 calendar years from the Effective
Date.


 


b.     
Should Employee choose to resign voluntarily from the Company at any point in time, Employee agrees to give the Company
a minimum of four (4) weeks written notice prior to Employee's resignation date.


 


c.      
In the event that Employee does not give the Company four (4) weeks written notice prior to his resignation date, Employee
agrees that the Company shall be entitled to withhold four (4) weeks of Employee's salary.


 


d.     
Employee's employment may be terminated at any time and for any reason by action of the Supervisor, or any other officer
of the Company, and the Parties agree that nothing in this Section shall change the "at-will" employment relationship
between the Parties.


 






    	 



    	 



    

 


3.        Compensation. Employee
shall be paid a salary of $100,000 annually. The company will pay for Employee's medical insurance. Employee shall be
entitled to participate in any salary increase program offered during employment with the Company, on a basis consistent
with that applicable to other employees at Employee's level, taking into account Employee's position, duties and
performance.


 


4.        Nonsolicitation.


 


a.   
Employee shall not, for a period of two (2) years after the date of Employee's termination from the Company, directly or
indirectly, solicit for hire any employees of the Company or induce any employees of the Company to terminate their relationship
with the Company.


 


b.   
Employee agrees that Employee shall pay the Company the amount of Five Thousand Dollars ($5000) for each breach of Section
4.a. herein.


 


5.        Non-Disclosure
of Confidential Information


 


a.   
The term Confidential Information means and includes any materials or information (whether in written, printed, graphic,
video, audio, electronically stored, disk or other format) which (i) is not generally known to the public; (ii) was acquired or
learned by Employee as a result of and during his relationship with Company at any time prior to or after the Effective Date; and
(iii) relates to the business of Company and has actual or potential value to Company because it is not generally known. Without
limiting the generality of the term, it includes any and all information made available to Employee in the course of his performance
of services to Company prior to and after the Effective Date, including but not limited to all information relating to Company's
products, services, customers, employees, affiliates, suppliers, production processes, research, development, patents, copyrights,
trademarks, intellectual property, finances, contracts, inventions, and actual and/or potential business opportunities; Company's
business plans and strategies; Company's financing arrangements; and any other non-public information relating in any way to Company's
business or prospective business affairs. Confidential Information includes information or materials developed or acquired by Employee,
alone or in concert with others, and also includes drafts, works-in-process, duplicates or reproductions of such information prior
to and following the Effective Date.


 


b.   
Employee agrees to hold and safeguard for the sole benefit of Company all Confidential Information acquired or developed
by Employee. Employee will not, without the prior written consent of Company, during the term hereof or thereafter, misappropriate,
use for his own advantage, disclose or otherwise make available Confidential Information to any person, except in the good faith
performance of Employee's duties during the term of the Agreement to persons having a need to know such information for the benefit
of the Company.


 


c.   
Before disclosing Confidential Information under the compulsion of legal process, Employee agrees to give prompt notice
to Company of the fact that Employee has been served with legal process which may require the disclosure of Confidential Information.
The notice will


 






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be given within sufficient time before
disclosure to permit Company to intervene in the matter or to take such other action as may be necessary to protect its interests
and rights in its Confidential Information.


 


d.   Upon the termination
of the Agreement for any reason, Employee agrees to immediately return to Company all Confidential Information in any form or format
in his possession or under his control. Employee agrees that he will not retain any copies or reproductions of Confidential Information
in any form or format.


 


6.        Ownership
of Inventions


 


a.   
All Inventions are the property of Company, and may be used, assigned, sold, patented or applied by Company without the
approval of Employee or the payment of additional consideration. The term Inventions means all ideas, innovations, improvements,
creations, discoveries, developments, concepts and designs (whether or not patentable) and all computer programs, software, insurance
product applications, literary works, publications, audio/visual works, photographs, drawings, designs or other works (whether
or not copyrightable) which relate to the business in which Gueriera is engaged or plans to engage and which were created or conceived
by Schlegel, alone or in concert with others, during the term of the Agreement.


 


b.   
Employee hereby assigns to Company Employee's entire right, title and interest in and to all Inventions, without further
consideration, free from any claim, lien for balance due, or rights of retention. During or after Employee's employment, Employee
agrees, upon request, to execute all documents necessary to evidence or effectuate such assignment; and further, to promptly and
fully assist the Company in every lawful way, without additional compensation, but at Company's expense, to obtain for the benefit
of Company any patents, copyrights or other legal protection for such Inventions, including assisting in the preparation and filing
of patent and copyright applications, giving testimony in legal proceedings and execution of all necessary documentation relating
to obtaining, securing, defending and renewing such patents and copyrights


 


7.        Notices. Any notice pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or sent by
guaranteed overnight delivery service or registered or certified mail to the following addresses:


 


To Employee: Richard Brand, 15 Beechtree
Lane, Apt. 3D, Bronxville, NY 10708


 


To Company: BeyondSpring
Pharmaceuticals, Inc., 28 Liberty Street, 39th Floor, New York, NY 10005


 


or to such other addresses as either
party may designate to the other in writing.


 


8.        Governing
Law. This Agreement is made under and shall be governed in its validity and interpretation by and in accordance with the
substantive laws of the State of New York without giving effect to the principles of conflicts of laws.


 






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9.        Venue. Any dispute arising under this Employment Agreement shall be filed in the New York Supreme Court, New York County.


 


10.     
Severability. In case any provision hereof shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had not been included herein. If any provision hereof
shall, for any reason, be held by a court of competent jurisdiction to be excessively broad as to duration, geographical scope,
activity or subject matter, it shall be construed by limiting and reducing it to make it enforceable to the extent compatible with
applicable law as then in effect.


 


11.     
Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject
matter hereof and supersedes all prior negotiations, representations, agreements, proposals and understandings among the Parties
with respect thereto.


 


12.     
Headings. The headings of the sections are for the convenience of reference only and shall not control or affect
the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.


 


13.     
Counterparts. This Agreement may be executed in several counterparts or with counterpart signature pages, each
of which shall be deemed an original, but such counterparts shall together constitute one and the same Agreement.


 


 


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written. 


 





	/s/ Richard Brand	 
	Employee	 
	 	 
	/s/ Lan Huang	 
	Company	 



 


  





 






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