Exhibit 10.11


 


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 





 


DEED
OF UNDERTAKING


 


THIS
DEED is made on 16 March 2022



 


BETWEEN:


 


		(1)	YishengBio
                                         (Hong Kong) Holdings Limited (依生生物科技 (香港)控股有限公司)
                                         (the “Borrower”); and



 


		(2)	R-Bridge
                                         Healthcare Fund, LP as agent of the Finance Parties (other than itself) (the “Agent”).



 


WITNESSES
AS FOLLOWS:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Definitions



 


Capitalised
terms defined in the Facility Agreement have the same meaning when used in this Deed unless expressly defined in this Deed. In
addition:


 


“Facility
Agreement” means the US$40,000,000 term loan facility agreement dated 16 March 2022 between, among others, the Borrower
as borrower, the persons listed in part I of schedule 1 thereto as original guarantors and the Agent as original lender and agent.


 


“NDRC”
means National Development and Reform Commission of the PRC (including its successors) or, as applicable, its authorised local
counterpart.


 


“NDRC
Circular” means the Notice on Promoting the Reform of Managing the External Debt Issuance by Enterprises with a Record-filing
and Registration System (《国家发展改革委关于推进企业发行外债备案登记制管理改革的通知》)
( 发改外资[2015] No. 2044) promulgated by the NDRC on 14 September 2015 and its implementation rules and
interpretations from time to time.


 


“Party”
means a party to this Deed.


 


	1.2	Interpretation



 


The
provisions of clauses 1.2 (Construction), 1.4 (Third party rights) and 1.5 (Contractual recognition of bail-in)
of the Facility Agreement apply to this Deed mutatis mutandis.


 


	2.	SHAREHOLDER
                                         DOCUMENTS AND COMPLIANCE



 


		2.1	The
                                         Borrower and the Agent agree to designate each of the following documents as a Shareholder
                                         Agreement:



 


		(a)	the
                                         side letter dated 28 January 2021 and entered into by, among others, Cayman Yisheng,
                                         the Borrower, Mr. Zhang and Oceanpine Investment Fund II LP;



 


		(b)	the
                                         side letter dated 28 January 2021 and entered into by, among others, Cayman Yisheng,
                                         the Borrower, Mr. Zhang, OrbiMed New Horizons Master Fund, L.P. and Adjuvant Global Health
                                         Technology Fund, L.P.; and



 


		(c)	the
                                         Adjuvant Global Health Agreement.




    1 


     


    

		2.2	The
                                         Borrower represents and warrants to the Agent on the date of this Deed that neither any
                                         Obligor nor any Group Member has breached any law or regulation issued by SAFE, NDRC
                                         (including the NDRC Circular (if applicable)) or any other Governmental Agency of the
                                         PRC.



 


		2.3	For
                                         so long as any amount is outstanding under the Relevant Finance Documents or any Commitment
                                         is in force, the Borrower shall (and shall procure that each other Group Member will)
                                         ensure compliance in all respects with all laws and regulations issued by SAFE, NDRC
                                         or any other Governmental Agency of the PRC (including the NDRC Circular (if applicable)).



 


		2.4	The
                                         Borrower shall (and shall procure that each Obligor and Group Member will) take all such
                                         action (including making all filings, registrations and reporting) as may be necessary
                                         or as the Agent may specify for the purpose of complying with all laws and regulations
                                         applicable to the transaction contemplated under the Finance Documents.



 


	3.	MISCELLANEOUS



 


		3.1	This
                                         Deed is a Finance Document.



 


		3.2	The
                                         provisions of Clauses 30 (Notices), 32 (Partial invalidity), 33 (Remedies
                                         and waivers) and 34 (Amendments and waivers) of the Facility Agreement apply
                                         to this Deed mutatis mutandis.



 


		3.3	This
                                         Deed may be executed in any number of counterparts, and this has the same effect as if
                                         the signatures on the counterparts were on a single copy of this Deed.



 


		4.	GOVERNING
                                         LAW AND ENFORCEMENT



 


This
Deed is governed by Hong Kong law. Clause 37 (Enforcement) of the Facility Agreement applies to this Deed mutatis mutandis.




    2 


     


    

 

IN
WITNESS WHEREOF this Deed has been executed and delivered by the Borrower as a deed and signed by the Agent and it shall take
effect on the date first above written.


 


As
Borrower


 


	EXECUTED
AS A DEED	)	 
	BY THE SOLE DIRECTOR
OF	)	 
	YISHENGBIO (HONG
KONG) HOLDINGS LIMITED	)	/s/ Yi Zhang 
	(依生生物科技 (香港)控股有限公司)	)	Zhang Yi

                                                         Sole Director

	 	 	 


 


	IN THE
PRESENCE OF:	 	 
	 	 	 
	WITNESS’S
SIGNATURE	/s/ Chenyu Wu 	 



 


	FULL NAME	Chenyu Wu 	 



 


	Address:	[***] 
	Telephone:	[***] 
	Fax:	N/A 
	Email:	[***] 
	Attention:	David
    Shao 



 


Signature page to Deed of Undertaking



     


     


    

As
Agent


 


R-BRIDGE
HEALTHCARE FUND, LP


 


	By:	/s/ Wei Fu 	 






	Name:	FU WEI 	 
	Title:	Director 	 



 





	Address:	c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands 
	Telephone:	[***] 
	Fax:	N/A 
	Email:	[***] 
	Attention:	Peng
    Fu 


  


Signature
page to Deed of Undertaking