Exhibit 10.12


 


IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT
BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES
THAT INFORMATION HAS BEEN REDACTED.


 



EXECUTION
VERSION



 


DATED:
16 MARCH, 2022


 


Beijing
Yisheng Biotechnology Co., Ltd.


(北京依生生物技术有限公司)


 


and


 


Liaoning
Yisheng Biopharma Co. Ltd.


(辽宁依生生物制药有限公司)


(as
Guarantor)


 


and


 


R-Bridge
Healthcare Fund, LP


(as
Agent)


 


 






 





PRC
Guarantee


 


OF


 


FACILITY AGREEMENT OF $40 MILLION


 







     


     


    

CONTENTS


 


	Clause	Page



 


	1.	DEFINITIONS AND INTERPRETATION	 1
	 	 	 
	2.	GUARANTEE 	3
	 	 	 
	3.	PAYMENT REQUIREMENT	 7
	 	 	 
	4.	REPRESENTATIONS AND WARRANTIES	 8
	 	 	 
	5.	COVENANTS 	8
	 	 	 
	6.	SAFE REGISTRATIONS	 8
	 	 	 
	7.	APPLICATION OF TERMS 	9
	 	 	 
	8.	EVIDENCE 	9
	 	 	 
	9.	TERMINATION	 10
	 	 	 
	11.	GOVERNING LAW 	11
	 	 	 
	12.	JURISDICTION 	11
	 	 	 
	13.	ENFORCEMENT 	11




    i 


     


    

This
PRC Guarantee (the “Agreement”) is made on 16 March, 2022 among:


 


		(1)	Beijing
                                         Yisheng Biotechnology Co., Ltd., a limited liability company incorporated under the
                                         laws of the PRC, with the office address in Room 101, Floor 1, Building 2, No.
                                         38 Yongda Road, Daxing Biomedical Industry, Zhongguancun Science and Technology Park,
                                         Daxing District, Beijing (group registration), with a unified social credit code of [***]
                                         (“Beijing Yisheng”);



 


		(2)	Liaoning
                                         Yisheng Biopharma Co. Ltd., a limited liability company incorporated under the laws
                                         of the PRC, with the office address in Daxin Second Village, Cailuo Town, Xinchengzi
                                         District, Shenyang, Liaoning Province, with a unified social credit code of [***]
                                         (“Liaoning Yisheng” and “Beijing Yisheng” are collectively
                                         referred to as the “Guarantor”); and



 


		(3)	R-Bridge
                                         Healthcare Fund, LP, as agent of the Finance Party (the “Agent”).



 


WHEREAS,


 


		(1)	YishengBio
                                         (Hong Kong) Holdings Limited, as the borrower (the “Borrower”), the
                                         persons listed in Part III of Annex I to the Facility Agreement as the Initial Lender,
                                         R- Bridge Healthcare Fund, LP as the Agent and other parties signed a Facility Agreement
                                         for an US$40,000,000 term loan (the “Facility Agreement”) on 16 March,
                                         2022.



 


		(2)	As
                                         one of the conditions for the Lender to provide Facility to the Borrower
                                         under the Facility Agreement, each Guarantor shall provide the Agent
                                         with joint and several liability guarantee for the Guaranteed Liabilities in
                                         accordance with the terms and conditions in this Agreement.



 


The
parties hereby agree as follows:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Definitions



 


Capitalized
terms defined in the Clause 1.1 (Definitions) of the Facility Agreement have the same meaning when used in this
Agreement unless expressly defined in this Agreement. In addition:


 


		“Guaranteed 

Liabilities” 	means
                            all present and future obligations and liabilities (whether actual or contingent and whether owed
                            jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any
                            Finance Party under each Finance Document, in each case
together with:


 

		(1)	all
                                         moneys, obligations and liabilities due, owing or incurred in respect of any variations
                                         or increases in the amount or composition of the facilities provided under any Finance
                                         Document or the obligations and liabilities imposed under such documents; and



     1


     


    





		(2)	all
                                         costs, charges and expenses incurred by any Finance Party in connection with the protection,
                                         preservation or enforcement of its rights under any Finance Document.



 


		“Party” 	means any party to this Agreement.



 


		“Transaction 

Obligor” 	shall
                            have the meaning set forth in the Facility Agreement.



 


		“Termination 

Date”	means
the earliest of the following dates:



 


		(1)	The
                                         date on which all the Guaranteed Liabilities of the Transaction Obligors to
                                         the Finance Party under the Relevant Finance Document have been fully,
                                         unconditionally and irrevocably repaid or discharged and have not been revoked or restored
                                         in any bankruptcy, liquidation, administration or other legal proceedings and on which
                                         no further financing obligations of the Finance Party under the Finance Document
                                         have been provided; and



 


		(2)	Any
                                         other date on which the Agent otherwise agrees in writing to release the guarantee
                                         under the Agreement in accordance with the Finance Document.



 


		“Finance Party” 	shall have the meaning set forth in the Facility
Agreement.



 





		“Finance


Document” 	shall have the meaning set forth in the Facility
Agreement.


 


		“Facility” 	shall have the meaning set forth in the Facility
Agreement.



 


		“SAFE” 	means
                                         the State Administration of Foreign Exchange of PRC (including its successor institutions
                                         and local branches).




     2


     


    

		“Event
of 

Default” 	shall have the meaning set forth in the Facility
Agreement.





 





		“Relevant


Finance 

Document” 	shall have the meaning set forth in the Facility
Agreement.


 





		“Obligor” 	shall have the meaning set forth in the Facility
Agreement.


 


		“PRC”	means
                                         The People’s Republic of China (excluding, for the purposes of this Agreement,
                                         Hong Kong, Macau and Taiwan).



 





		“PRC
Business 

Day” 	shall have the meaning set forth in the Facility
Agreement.


 





		“Final


Repayment Date” 	shall have the meaning set forth in the Facility
Agreement.


  


		1.2	Interpretation



 


Unless
otherwise specified, the provisions of Clauses 1.2 (Construction) and 1.3 (Currency Symbols and Definitions) of
the Facility Agreement apply to this Agreement mutatis mutandis.


 


		2.	GUARANTEE



 


		2.1	Guarantee
                                         and Indemnity



 


Subject
to this Clause 9 (Termination), Each Guarantor irrevocably and unconditionally jointly and severally:


 


		(a)	guarantees
                                         to Agent and Finance Party timely and fully performance of all Guaranteed
Liabilities;



 


		(b)	undertakes
                                         with the Agent that, whenever a Transaction Obligor does not pay any amount
                                         when due under or in connection with any Finance Document or any document related
                                         to Finance Document, that Guarantor shall immediately on demand by the
                                         Agent pay that amount as if the Guarantor was the principal obligor in
                                         accordance with PRC law; and



     3


     


    

		(c)	undertakes
                                         with the Agent that, if any guaranteed obligation under this Agreement
is or becomes unenforceable, invalid or illegal, any Guarantor will (as an independent and primary obligation) indemnify
the Finance Party immediately on demand by the Agent against any cost, loss or liability it incurs as a result of
a Transaction Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have
been payable by it under any Finance Document on the date when it would have been due; and



  


		(d)	undertakes
                                         with the Agent that, if any amount claimed by the Agent under this Clause
                                         2 (Guarantee) cannot be compensated from any Guarantor based on the guarantee
                                         liability for any reason, then as an additional obligation, each Guarantor is
                                         obliged to compensate the Agent for any loss incurred by any Transaction Obligor
                                         due to its failure to punctually pay any amount payable under the Finance Document.



 


		2.2	Continue
                                         Guarantee



 


This
guarantee under Clause 2 is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction
Obligor under the Finance Document. The guarantee period under this Clause 2 is three (3) years from the Final Repayment
Date, from 09/18/2026 (mm/dd/yyyy) to 09/17/2029 (mm/dd/yyyy); However, if the Final Repayment Date changes during
the performance of the Facility Agreement, the aforementioned guarantee period shall be adjusted according to the actual
Final Repayment Date.


 


		2.3	Reinstatement



 


If
any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security
for those obligations or otherwise) is made by an Agent in whole or in part on the basis of any payment, security or other
disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation,
then the liability of each Guarantor under this Clause will continue or be reinstated as if the discharge, release or arrangement
had not occurred.


 


		2.4	Waiver
                                         of defenses



 


The
obligations of each Guarantor under this Clause 2 will not be affected by an act, omission, matter or thing which, but
for this Clause 2.4, would reduce, release or prejudice any of its obligations under this Clause 2 (whether or not known to it
or any Finance Party) including but not limited to:


 


		(a)	any
                                         time, waiver or consent granted to, or composition with, any person;




     4


     


    

		(b)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of any Finance Document or any other document
                                         or security including without limitation any change in the purpose of, any extension
                                         of or any increase in any facility or the addition of any new facility under any Finance
                                         Document or other document or security;



 


		(c)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under any
                                         Finance Document or any other document or security.



 


		2.5	Intention
                                         of the Guarantor



 


Without
prejudice to the generality of Clause 2.4 (Waiver of Defenses), each Guarantor expressly confirms that it intends
that the guarantee under this Agreement may from time to time cover any Finance Document and/or any loan or payment
under any Finance Document, and any change or extension of such loan or payment, with any fees, costs or expenses related
to the foregoing.


 


		2.6	Immediate
                                         Recourse



 


Each
Guarantor waives any right it may have of first requiring the Agent (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security, or claim payment from any person before claiming from that Guarantor under this
Clause 2.


 


		2.7	Non-compete



 


Until:


 


		(a)	All
                                         amounts payable by the Transaction Obligors under or in connection with the Finance
                                         Documents have been irrevocably repaid in full; or



 


		(b)	If
                                         the Agent otherwise requires,



 


No
Guarantor shall exercise any rights it may have as a result of the payment or performance of its obligations under the
Finance Documents or any amount payable or incurred under this Agreement, including:


 


		(a)	subrogate
                                         to obtain any right, security interest or payment held or received by or to be received
                                         by a Finance Party (or its trustee or agent);




     5


     


    

		(b)	to
                                         obtain the right to distribute or be indemnified for any payment made or any amount obtained
                                         by any Guarantor for fulfilling its obligations under this Clause;



 


		(c)	to
                                         claim or vote as a creditor of any Transaction Obligor or its property in competition
                                         with any Finance Party (or its trustee or agent); or



 


		(d)	to
                                         obtain, assert or enjoy any payment, distribution, set-off or security interest from,
                                         or exercise any right of set-off against, any Transaction Obligor.



 


If
any Guarantor receives any payment or distribution or security interest as a result of a provision to the contrary to this
Clause or in accordance with the instructions of Agent under this Clause, it shall hold such payment, distribution or security
interest as trustee for the Finance Party and promptly pay or transfer it to the Agent in accordance with the instructions
of Agent.


 


		2.8	Additional
                                         Guarantee



 


This
guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.


 


		2.9	No
                                         Waiver



 


The
Agent’s temporary failure or delay in exercising any of its rights or remedies under this Agreement shall
not constitute a waiver of such rights. The Agent’s single or partial exercise of any right or remedy shall not preclude
any further or other exercise of that right or remedy, nor the exercise of any other right or remedy.


 


		2.10	Continue
                                         to perform the guarantee liability



 


If
any payment made in connection with the performance its guarantee liability under this Agreement is required to be returned
in accordance with the relevant provisions of relevant laws (including but not limited to the bankruptcy law), such payment obligation
of the Guarantor shall be deemed as not yet fulfilled, and the Guarantor shall continue to perform the guarantee
liability and assume the payment obligation of such payment.



     6


     


    


		3.	Payment
                                         Requirement



 


		3.1	Payment



 








All
amounts payable by each Guarantor to the Agent under this Agreement shall be transferred to the account designated
by the Agent at the time, manner, place and currency required by the Agent in the written notice sent by the Agent
to the Guarantor in accordance with the due and unpaid Guaranteed Obligations (adjusted in accordance with Clause
3.2 (Overdue Interest)).


 


		3.2	Default
                                         Interest



 


		(a)	The
                                         amount to be paid by any Guarantor after receiving the written notice issued by the Agent
                                         in accordance with Clause 3.1 (Payment) shall be the sum of the overdue interest
                                         payable by the Transaction Obligor in respect of the Guaranteed Obligations
                                         under the Facility Agreement during the period from the date of notice sent
                                         by Agent to the Guarantor actual payment.



 


		(b)	The
                                         collection of overdue interest from the Guarantor shall not affect any other rights
                                         of the Agent under this Agreement.



 


		3.3	Set-off



 


		(a)	Subject
                                         to applicable laws and regulations of PRC, the Agent may set off any obligations
                                         due to the Guarantor against any obligations due by the Guarantor to the
                                         Agent under this Agreement;



 


		(b)	All
                                         amounts payable by the Guarantor under this Agreement shall be paid in full, without
                                         any set-off, claim or restriction, and without deduction or withholding of any nature.



 


		3.4	Deduction
                                         after the Event of Default



 


Notwithstanding
otherwise provide in this Agreement, in the event of any Event of Default, each Guarantor shall ensure that the
Agent has the right to require each Guarantor to perform the following obligations jointly or separately:


 


		(a)	punctual
                                         performance of the obligations as a joint Guarantor under Clause 2 (Guarantee);



 


		(b)	the
                                         money in any account with the Agent (or its affiliates) may be deducted for the
                                         payment of the Guaranteed Obligations; and/or



 


		(c)	take
                                         all necessary measures to ensure the full and timely payment of the Guaranteed Obligations,
                                         including but not limited to providing sufficient funds to the Borrower to ensure
                                         that such funds are used to repay the Guaranteed Obligations.




     7


     


    


		4.	Representations
                                         and Warranties



 








The
provisions of Clauses 17 (Representations) of the Facility Agreement shall apply to this Agreement with necessary
amendments to the extent applicable, and any reference to the “Facility Agreement” or the “Finance
Documents” therein shall be deemed to be a reference to this Agreement, and any reference to the “Transaction
Obligor” or the “Obligor” therein shall be deemed to be a reference to the Guarantor, and
shall be deemed to have been made by each Guarantor in respect of itself on the date of this Agreement and the relevant
representations shall be repeated in accordance with Clause 17.31 (Repetition) of the Facility Agreement.


 


Each
Guarantor further undertakes that, as of the date of this Agreement, no Guarantor has actually performed
any guarantee obligation under a NBWD transaction, or if there is any guarantee obligation under a NBWD transaction has been performed,
no unpaid debt outstanding from the offshore creditor which is guaranteed by the Guarantor.


 


		5.	Covenants



 


The
provisions of Clauses 20 (General Undertakings) of the Facility Agreement shall apply to this Agreement with necessary
amendments to the extent applicable, and any reference to the “Facility Agreement” or the “Finance
Documents” therein shall be deemed to be a reference to this Agreement, and any reference to the “Transaction
Obligor” or the “Obligor” therein shall be deemed to be a reference to the Guarantor.


 


		6.	SAFE
                                         Registrations



 


		6.1	SAFE
                                         Registrations of Signing



 


Each
Guarantor shall:


 


		(a)	promptly
                                         (and in any event within 15 PRC Business Days after the date of the Agreement
                                         to which it is a party) and duly submit all relevant forms and other documents to
                                         SAFE for the purposes for NBWD registration of this Agreement with SAFE;



 


		(b)	use
                                         its best efforts to complete such registration provided under Clause 6.1 of this Agreement
                                         with SAFE (provided that there shall be no obligation to continue to pursue such
                                         registration if the application for such registration is not accepted by SAFE or such
                                         NBWD registration is not completed within 180 days after the date of this Agreement notwithstanding
                                         the use of best efforts); and



 


		(c)	promptly
                                         after receiving the NBWD registration certificate evidencing the completion of the NBWD
                                         registration of the Agreement issued by SAFE stamped
with the official seal of SAFE (and in any event, within 5 PRC Business Days upon receipt), deliver to the Lender
a copy of the copy of such certificate or any other evidence (in form and substance satisfactory to the Agent).




     8


     


    

		6.2	SAFE
                                         Registrations of Change



 


If
any term of the Facility Agreement or this Agreement is amended, varied, supplemented or restated (each a “Material
Change”); and if such Material Change is required under any PRC law or regulations or the applicable regulations
promulgated by SAFE to be registered with SAFE, each Guarantor shall use its best efforts to:


 


		(a)	promptly
                                         after the date of any Material Change (and in any event within 15 PRC Business Days
                                         after the date of such Material Change), duly apply for registration of such
                                         Material Change with SAFE;



 


		(b)	use
                                         its best efforts to complete such Material Change registration provided under
                                         Clause 6.2 (SAFE Registrations of Change) (a) of this Agreement with SAFE (provided
                                         that there shall be no obligation of each Guarantor to continue to pursue such
                                         registration if the application for Material Change registration is not accepted
                                         by SAFE or such NBWD registration is not completed within 180 days after the date
                                         of such Material Change notwithstanding the use of best efforts); and



 


		(c)	promptly
                                         after it becomes available (and in any event within 5 PRC Business Days upon receipt),
                                         deliver to the Agent a copy of the NBWD registration certificate issued by SAFE
                                         (stamped with the official seal of SAFE) evidencing the completion of the registration
                                         of such Material Change.



 


		7.	APPLICATION
                                         OF TERMS



 


Clause
11 (Tax Gross Up and Indemnities), Clause 14 (Other Indemnities), Clause 15 (Costs and Expenses), Clause
32 (Partial Invalidity) and Clause 33 (Remedies and Waivers) of the Facility Agreement shall apply to this
Agreement with necessary amendments to the extent applicable. The references to the “Facility Agreement”
or the “Finance Document” shall be deemed as references to this Agreement, references to “Borrower”,
 “Obligor” or “Transaction Obligor” shall be deemed as references to the Guarantor,
and references to “Financing Party” shall be deemed as references to the Agent.


 


		8.	EVIDENCE



 


Each
Guarantor hereby agrees that any proof of evidence or resolution by the Agent of any amount under the Finance
Document shall be conclusive evidence of the matters relating to that amount in the absence of manifest error.



     9


     


    

		9.	TERMINATION



 


The
guarantee under this Agreement shall remain in full force and effect until the Termination Date. For the avoidance
of doubt, subject to the provisions of Clause 2.3 (Restoration), this Agreement and the guarantee hereunder shall
be automatically terminated and invalid on the Termination Date.


 


		10.	MISCELLANEOUS



 


		10.1	Assignment



 


		(a)	This
                                         Agreement shall be binding upon the successors and permitted assignees of the
                                         parties hereto.



 


		(b)	Each
                                         Guarantor may not assign or otherwise dispose of any of its rights or obligations
                                         under this Agreement or the other Finance Document.



 


		(c)	If
                                         the Financing Party transfers its rights under the Facility Agreement in
                                         accordance with the provisions of the Finance Document, its security interests
                                         under this Agreement shall be transferred together without further written confirmation
                                         or consent from the Guarantor.



 


		10.2	Amendment



 


Subject
to the provisions of the Facility Agreement, any modification to any provision of this Agreement shall be made in
writing and agreed by all parties.


 


		10.3	Notices



 


The
provisions of Clauses 30 (Notices) of the Facility Agreement shall apply to this Agreement with necessary
amendments to the extent applicable


 


		10.4	Language



 


This
Agreement is made and signed in Chinese.


 


		10.5	Counterparts



 


This
Agreement may be executed in multiple of counterparts, and each counterpart was the same and single original copy of this
Agreement.



     10


     


    

		11.	GOVERNING
                                         LAW



 


This
Agreement is governed by and construed in accordance with the laws of PRC.


 


		12.	JURISDICTION



 


The
party hereto shall negotiate with other parties to resolve any dispute under this Agreement in good faith. If no satisfactory
solution can be reached, any party can submit the dispute to the PRC court with jurisdiction.


 


		13.	ENFORCEMENT



 


This
Agreement shall be effective on the date when the authorized signatory of each Guarantor formally signs or affixes the
official seal, and the authorized signatory of the Agent formally signs or affixes the official seal.


 


IN
WITNESS WHEREOF, this Agreement has been signed on the date on the first page of this Agreement.



     11


     


    

Guarantor


 


Beijing
Yisheng Biotechnology Co., Ltd.


 


Authorized
Signatory:


 





	/s/ Zhen Yu	 	/s/ Seal



 


 


Signature
page to PRC Guarantee




     


     


    

Guarantor


 


Liaoning
Yisheng Biopharma Co. Ltd.


 


Authorized
Signatory:


 





	/s/ Yi Zhang	 	/s/ Seal





 


Signature
page to PRC Guarantee




     


     


    

Agent


 


R-Bridge
Healthcare Fund, LP


 


Authorized
Signatory:


 





	/s/ Wei Fu	 	 


 


Signature
page to PRC Guarantee