Exhibit 10.10


 


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




  


YishengBio (Hong
Kong) Holdings Limited


(依生生物科技(香港)控股有限公司)


 


and


 


R-Bridge Healthcare
Fund, LP


(as Agent)


________________________________________


 


ROYALTY DEED


________________________________________


 


[***]




     


     


    



CONTENTS


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS	1
	2.	YISHENGBIO RESPONSIBILITIES; LICENSING; REPORTING	6
	3.	REGULATORY	7
	4.	PAYMENTS	8
	5.	NONDISCLOSURE OF CONFIDENTIAL INFORMATION	13
	6.	PATENT MATTERS	13
	7.	TERM AND TERMINATION	15
	8.	INDEMNITY	16
	9.	REPRESENTATIONS, WARRANTIES, AND COVENANTS	16
	10.	NO ASSUMED OBLIGATIONS	18
	11.	MISCELLANEOUS	18
	12.	GOVERNING LAW	19
	13.	ENFORCEMENT	19
	APPENDIX A REGULATORY APPROVALS FOR THE PRODUCTS	22
	APPENDIX B YISHENGBIO PATENTS	23




     


     


    

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),
a company with limited liability incorporated under the laws of Hong Kong, with registration number [***], having its registered
office at Flat/Rm A 12/F, ZJ 300, 300 Lockhart Road, Wanchai, Hong Kong as borrower (“YishengBio”); and



 


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



 


RECITALS


 


WHEREAS, on 16 March 2022, the
Parties entered into that certain Facility Agreement pursuant to which the lenders thereunder made available to YishengBio a term
loan facility in an aggregate amount of the Total Commitments (as defined in the Facility Agreement).


 


WHEREAS, under the terms of the
Facility Agreement, YishengBio and Agent are also entering into this Deed, pursuant to which YishengBio will pay to Agent, the
Royalties on the Products as contingent interest in addition to the payments made to Agent under the Facility Agreement, on the
terms and subject to the conditions of this Deed.


 


WITNESSES AS FOLLOWS:


 


		1.	DEFINITIONS



 


		1.1	Capitalised terms defined in the Facility Agreement have the same meaning when used in this Deed
unless expressly defined in this Deed. Upon the release or termination of the Facility Agreement, to the extent any definitions
or provisions of the Facility Agreement are incorporated (whether by reference or otherwise) in this Deed, such definitions or
provisions shall continue to have the same meanings or application in this Deed. In addition:



 


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


 


“Annual Royalty Limit”
has the meaning given set forth in Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Applicable Law”
means all laws, statutes, ordinances, codes, rules, and regulations that have been enacted by a Governmental Authority and are
in force as of the date of this Deed or come into force during the Term, in each case to the extent that the same are applicable
to the performance by a Party of its obligations, and/or exercise of its rights, under this Deed.


 


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


 


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


 


“Commercially Reasonable
Efforts” means, as to YishengBio and a Product, the level of effort, expertise, and resources required to Develop and
Commercialize a Product consistent with the reasonable efforts that would be typically exerted by a biotechnology or pharmaceutical
company with its principal business in the PRC and of comparable size and capabilities as YishengBio and the Group in pursuing
the development and commercialization of a similar product with similar product characteristics at a similar stage
in its development or product life, including without limitation with respect to commercial potential, the proprietary position
of the Product, the regulatory status and approval process and other relevant technical, scientific, medical or legal factors.




     


     


    

“Commercialize,” “Commercializing,”
and “Commercialization” means activities directed to manufacturing, obtaining pricing and reimbursement approvals
for, marketing, promoting, distributing, importing, and/or selling a Product.


 


“Confidential Information”
means any and all technical, business or other information or materials that are deemed confidential or proprietary to or by a
Party and are disclosed or provided by such Party to the other Party under or in connection with this Deed, whether disclosed or
provided in oral, written, graphic, or electronic form, which may include without limitation trade secrets, processes, formulae,
data, Know-How, improvements, inventions, chemical or biological materials, chemical structures, techniques, clinical, sublicensing
and marketing and other Development and/or Commercialization plans, strategies, customer lists, financial data, intellectual property
information, tangible or intangible proprietary information or materials or other information in whatever form.


 


“Control” or “Controlled”
means, with respect to an item, information, or an intellectual property right, that the applicable Party owns or has a license
or other appropriate rights in, to, and under such item, information, or intellectual property right without violating the terms
of any written agreement with any Third Party.


 


“Cover,” “Covered,”
or “Covering” means, with respect to a Patent Right, that, in the absence of ownership of or a license under
such Patent Right, the manufacture, use, offer for sale, sale or importation of such Product or components thereof would infringe
a Valid Claim in such Patent Right.


 


“Development” means
non-clinical, pre-clinical and clinical drug discovery, research, and/or development activities, including without limitation quality
assurance and quality control development, and any other activities reasonably related to or leading to the development and submission
of information to a Regulatory Authority. When used as a verb, “Develop” means to engage in Development.


 


“Facility Agreement”
means the facility agreement dated 16 March 2022 between, amongst others, YishengBio as borrower and Agent.


 


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


 


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


 


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


 


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


 


“Governmental Authority”
means any supranational, federal, national, multinational, regional, provincial, county, city, state, or local government, court,
governmental agency, authority, board, bureau, instrumentality, regulatory body, or other political subdivision, domestic or foreign.


 


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




    2 


     


    

“Insolvency” means any
of the event or circumstances described in Clauses 22.6 (Insolvency), 22.7 (Insolvency proceedings) and 22.8 (Creditors’
process) of the Facility Agreement.


 


“Know-How” means technical
information and materials, including without limitation technology, software, instrumentation, devices, data, biological materials,
assays, constructs, compounds, inventions (patentable or otherwise), practices, methods, algorithms, models, knowledge, know-how,
trade secrets, skill and experience (including without limitation all biological, chemical, pharmacological, toxicological, clinical,
assay and related know-how and trade secrets, and all manufacturing data, manufacturing processes, specifications, assays, quality
control and testing procedures, regulatory submissions and related know-how and trade secrets).


 


“License” means any
agreement pursuant to which YishengBio or any Group Member grants to a Third Party (a “Licensee”) a license,
sublicense, or other right to any YishengBio Patents or Regulatory Filings or Regulatory Approvals relating to the Products; provided,
however, that a License shall not include:


 


		(a)	any agreement pursuant to which a Licensee obtains solely the right to distribute a Product after
purchase from YishengBio, or



 


		(b)	any agreement pursuant to which YishengBio or any Group Member grants a license or sublicense of
any of its intellectual property rights:



 


		(i)	solely to conduct research;



 


		(ii)	solely to manufacture a Product; or



 


		(iii)	otherwise to service providers solely on a non-exclusive basis in the ordinary course of Development
or Commercialization of a Product (e.g., material transfer agreements, distribution agreements, and consulting agreements).



 


“Licensee” has the meaning set forth in the
definition of License.


 


“MAA” means a Marketing
Authorization Application, biologics license application, new drug application, or similar application, as applicable, and all
amendments and supplements thereto, submitted to an applicable Regulatory Authority, to obtain marketing approval for a pharmaceutical
or biological product, in a country or in a group of countries.


 


“Net Sales” means, with
respect to any Product, the gross amounts received by YishengBio, any Group Member and its and their Licensees for arm’s
length sales of such Product to a Third Party (excluding any sales among YishengBio or any Group Member, on the one hand, and any
Licensee, on the other hand unless to the extent such Licensee is the end-purchaser of the Products), less the following deductions
solely to the extent incurred or allowed with respect to such sales, and solely to the extent such deductions are in accordance
with GAAP, and which are not already reflected as a deduction from the invoiced price:


 


		(a)	discounts (to the extent not previously applied to such amounts received), charge-back payments,
and rebates;



 


		(b)	credits or allowances for damaged goods, rejections, recalls or returns of such Product;








    3 


     


    

		(c)	freight, insurance, postage, and shipping charges for delivery of such Product, to the extent separately
billed on the invoice; and



 


		(d)	taxes, customs, or duties levied on, absorbed, or otherwise imposed on the sale of such Product,
as adjusted for rebates and refunds, to the extent not paid by the Third Party and only to the extent such taxes, customs, or duties
are not reimbursed to the paying party, but excluding all income taxes. If a Product is sold by YishengBio, any Group Member or
Licensees through intermediaries such as agents, consignees or co-promoters who do not purchase and take title to Product, Royalties
will be due only on sales to those Third Parties who actually purchase and take title to Product through such intermediaries. Net
Sales will be determined in accordance with GAAP.



 


With respect to sales of a Product invoiced
in a currency other than RMB, Net Sales shall be determined in RMB. With respect to sales of a Product invoiced in a currency other
than RMB, Net Sales shall be determined by converting the currencies at which the sales are made into RMB, at rates of exchange
determined in a manner consistent with YishengBio’s or the applicable Licensee’s methods for calculating rates of exchange
in the preparation of YishengBio’s or such applicable Licensee’s annual financial statements in accordance with GAAP.


 


A Product transferred to Third Parties
in connection with clinical and non-clinical research and trials (including studies reasonably necessary to comply with Applicable
Law), Product samples, charitable purposes, promotional purposes, early access programs, compassionate sales or use, or an indigent
program or similar bona fide arrangements for which YishengBio or any Group Member or Licensees for good faith business
reasons receives consideration in respect thereof that is less than the average cost of goods for a Product shall not be included
in Net Sales.


 


“NMPA” means the National
Medical Product Administration of PRC, or any successor agency thereto.


 


“Party” means a party to this Deed.


 


“Patent Rights” means:


 


		(a)	patents and patent applications, and any foreign counterparts thereof;



 


		(b)	all divisionals, continuations, continuations-in-part of any of the foregoing, and any foreign
counterparts thereof; and



 


		(c)	all patents issuing on any of the foregoing, and any foreign counterparts thereof, together with
all registrations, reissues, re-examinations, supplemental protection certificates, substitutions or extensions thereof, and any
foreign counterparts thereof.



 


“Person” means any natural
person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, business
trust, unincorporated organization, Governmental Authority or any other legal entity, including without limitation public bodies,
whether acting in an individual, fiduciary or other capacity.


 


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




    4 


     


    

“PRC Business Day” means
a day (other than a Saturday or Sunday) on which banks are open for general business in the PRC.


 


“Products” means YSJATM
Rabies Vaccine, PIKATM Rabies Vaccines and any improvements or modifications thereto and any follow-on or other rabies vaccines
owned, Controlled or Commercialized by YishengBio or any Group Member. A follow-on product shall include, without limitation, any
product with the same active pharmaceutical ingredient, any life-cycle management product of a Product, or any product that is
substituted or substitutable for a Product. The term “Product” means any of the Products individually. Appendix
A sets forth a list of the Regulatory Approvals for the Products as at the date of this Deed.


 


“Regulatory Approval”
means all approvals from the relevant Regulatory Authority to market and sell a Product in any country or regulatory jurisdiction
(including all applicable pricing and reimbursement approvals), including approval of an MAA.


 


“Regulatory Authority”
means any applicable government regulatory authority involved in granting approvals for the conduct of clinical trials or the manufacturing,
marketing, sale, reimbursement or pricing of a Product in a country or regulatory jurisdiction, including in the Territory, including
in the PRC, the NMPA.


 


“Regulatory Filings”
means regulatory registrations, applications, authorizations, and approvals (including approvals of MAAs, investigational new drug
applications (or their equivalents), supplements and amendments, pre- and post-approvals, pricing approvals, and labeling approvals),
Regulatory Approvals, and other submissions made to or with any Regulatory Authority, including drug master files, for research,
development (including the conduct of clinical trials), manufacture, or commercialization of a pharmaceutical or biological product
in a regulatory jurisdiction, together with all related correspondence to or from any Regulatory Authority and all documents referenced
in the complete regulatory chronology for each MAA, investigational new drug application, and foreign equivalents of any of the
foregoing.


 


“RMB/USD Exchange Rate”
means, on any day, the average of the spot rates for the purchase of US dollars with RMB for the immediately preceding PRC Business
Day published by the State Administration of Foreign Exchange of the PRC.


 


“Royalties” has the meaning set forth in
Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Royalty Reduction Date”
has the meaning set forth in Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Royalty Repurchase Amount”
has the meaning set forth in Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Royalty Term” has the
meaning set forth in Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Royalty Term Commencement Date”
has the meaning set forth in Clause 4.1 (Royalty Payments as Contingent Interest).


 


“Term” has the meaning set forth in Clause
7.1 (Term and Expiration).


 


“Territory” means worldwide.




    5 


     


    

“Third Party” means any Person other
than YishengBio, any Group Member or any Finance Party.


 


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


 


“Valid Claim” means either:


 


		(a)	a claim of an issued and unexpired patent or a supplementary protection certificate within the
YishengBio Patents that has not been held permanently revoked, unenforceable, or invalid by a decision of a court or other Governmental
Authority of competent jurisdiction, unappealable or appealed within the time allowed for appeal and that is not admitted to be
invalid or unenforceable through reissue, disclaimer, or otherwise (i.e., only to the extent the subject matter is disclaimed or
is sought to be deleted or amended through reissue), or



 


		(b)	a claim of a pending patent application within the YishengBio Patents that has not been abandoned,
finally rejected, or expired without the possibility of appeal or refilling.



 


“YishengBio Patents” means:


 


		(a)	any and all patents and patent applications that Cover a Product or its manufacture, use, sale,
export or import, including without limitation the patents and patent applications set forth in Appendix B, and



 


		(b)	any Patent Rights based on the patents and patent applications described in paragraph (a).



 


		1.2	Interpretation 



 


The provisions of clauses 1.2
(Construction), 1.3 (Currency Symbols and Definitions), 1.4 (Third party rights) and 1.5 (Contractual recognition
of bail-in) of the Facility Agreement apply to this Deed mutatis mutandis.


 


		2.	YISHENGBIO RESPONSIBILITIES; LICENSING; REPORTING



 


		2.1	Responsibilities 



 


YishengBio will have the sole
right, as between the Parties, to Develop and Commercialize Products, including without limitation determining the marketing and
regulatory strategies for seeking (if and when appropriate) Regulatory Approvals for Products, filing for such Regulatory Approvals
for Products, preparing, submitting, and maintaining any and all Regulatory Filings and Regulatory Approvals for Products, and
seeking any necessary Regulatory Approvals of Regulatory Authorities for Product labeling and promotional materials to be used
in the applicable jurisdiction(s) in connection with Commercializing Products. As between the Parties, YishengBio will be responsible
for all costs and expenses incurred by YishengBio or any Group Member in connection with the foregoing activities. If a Group Member
and/or a Licensee meets or fulfills any or all of the obligations of YishengBio under this Deed, and/or observes any of the terms
or conditions hereof, then YishengBio will be deemed to have met or fulfilled such obligations or observed such terms or conditions,
as the case may be.


 


		2.2	Diligence 



 


During the Term, YishengBio will
use Commercially Reasonable Efforts to Develop and Commercialize the Products.




    6 


     


    

		2.3	Licensing 



 


		(a)	Right to License. YishengBio will retain the right to perform its activities under this
Deed through Licensees, subject to this Clause 2.3. YishengBio will remain responsible for the performance of Licensees under this
Deed, including without limitation for all payments due hereunder. YishengBio will provide Agent with notice of the entering into
of each License promptly after execution of such License. In addition, YishengBio will provide a redacted copy of any such License
to Agent after execution of such License.



 


		(b)	Terms. Each License granted by YishengBio pursuant to and as permitted by Clause 2.3(a)
will be subject to the terms and conditions of this Deed and will not contain terms and conditions inconsistent with those in this
Deed. Agreements with any Licensee that include the right to Commercialize any Product(s) will contain provisions requiring such
Licensee to calculate and report on net sales in sufficient detail to permit YishengBio to meet its obligations set forth in Clause
4.4 (Currency of Payments), and, to the extent that such Licensee will have access to Agent’s Confidential Information,
a requirement that such Licensee enter into a confidentiality agreement with the Agent.



 


		(c)	Subcontracting. YishengBio may utilize the services of Third Parties, including without
limitation Third Party contract research organizations, contract manufacturing organizations, suppliers and service providers to
perform its Development and Commercialization activities, provided that YishengBio will remain at all times fully liable for its
responsibilities under this Deed. Any agreement with a Third Party to perform YishengBio’s responsibilities under this Deed
will include confidentiality and non-use provisions which are no less stringent than those set forth in Clause 5 (Nondisclosure
of Confidential Information) and intellectual property provisions that will allow YishengBio to comply with Clause 6 (Patent
matters).



 


		3.	REGULATORY



 


		3.1	Regulatory Filings 



 


YishengBio or a Group Member will
solely own and (save to the extent control is required to be exercised through a local partner engaged by YishengBio or a Group
Member by Applicable Laws) control any and all Regulatory Approvals and any and all other Regulatory Filings submitted in connection
with seeking and maintaining Regulatory Approvals for Products.


 


		3.2	Regulatory Communications 



 


YishengBio will be (subject to
the proviso to this sentence) the sole contact, as between the Parties, with the applicable Regulatory Authorities and will be
solely responsible, using Commercially Reasonable Efforts, for all communications with such Regulatory Authorities that relate
to any Regulatory Approvals or other Regulatory Filings prior to and after any Regulatory Approval with respect to the Products
(provided that, to the extent required by Applicable Laws, such communications may be conducted through a local partner engaged
by YishengBio or any other Group Member in the applicable jurisdiction; and such local partner may be designated as a contact
or the sole contract with the applicable Regulatory Authorities in such jurisdiction). Except as may be required by Applicable
Law, Agent will not communicate regarding Products with any Governmental Authority having jurisdiction over the Products unless
explicitly requested or permitted in writing to do so by YishengBio or unless so ordered by such Governmental Authority in the
Territory, in which case Agent will provide to YishengBio notice of such order as soon as practicable after receipt of such
order. In the event that the Agent is required by Applicable Law or ordered by any Governmental Authority in the Territory to communicate
with such Governmental Authority, YishengBio will provide all necessary information and assistance as may be requested by the Agent
for the purpose of such communication.




    7 


     


    







		3.3	Reports 



 


On each Quarter Report Date during
the Royalty Term, YishengBio will deliver to Agent a report containing information regarding its Development and Commercialization
activities conducted by or on behalf of YishengBio, Group Members and Licensees during such Financial Quarter. Without limiting
the foregoing, such report shall include:


 


		(a)	a description of all material activities in connection with any Regulatory Approvals for Products,
preparing, submitting, and maintaining any and all Regulatory Filings and Regulatory Approvals for Products, and seeking any necessary
Regulatory Approvals of Regulatory Authorities for Product labelling and promotional materials to be used in the applicable jurisdiction(s)
in connection with Commercializing Products; and



 


		(b)	a summary (in reasonable detail) of the efforts of YishengBio in such Financial Quarter with respect
to the preparation, filing, prosecution and maintenance of the YishengBio Patents.



 


		4.	PAYMENTS



 


		4.1	Royalty Payments as Contingent Interest 



 


On each Quarter Report Date during
the Term, YishengBio shall pay Agent the Royalties under this Deed, as an additional interest payment to the interest payments
paid or payable under the Facility Agreement, as contingent and variable and (as the case may be) deferred interest payment amounts.
It is understood and agreed by Agent that on any given Quarter Report Date there may not be any Royalties (i.e., contingent interest)
owed or paid under this Deed.


 


		(a)	Royalties on Products 



 


		(i)	In partial consideration for the Total Commitments made by the Lenders under the Facility Agreement
and the rights of YishengBio thereunder with respect to those Total Commitments, YishengBio will pay to Agent royalties on aggregate
annual Net Sales of all Products, as calculated by multiplying the applicable royalty rate in the tables set forth below by the
corresponding amount of Net Sales (or incremental Net Sales) of all Products in each Financial Year (or party thereof) which falls
within the Royalty Term (“Royalties”).



 


		(ii)	YishengBio shall remit all Royalties to Agent in accordance with Clause 4.4 (Currency of Payments).



 


		(iii)	During each Financial Year (or part thereof) which falls within the Royalty Term, YishengBio shall
pay the Royalties to Agent up to the applicable Annual Royalty Limit specified in Clause 4.1(a)(iii)(A) or 4.1(a)(iii)(B) below.






    8 


     


    

		(A)	During the Royalty Term until (but excluding) the Royalty Reduction Date, the royalty rates for
each Financial Year shall be as follows:



 


	Net Sales Tiers	 	Royalty Rate	 
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are less than or equal to five hundred million RMB (RMB500,000,000)	 	 	1.5	%
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are greater than five hundred million RMB (RMB500,000,000) but less than or equal to one billion RMB (RMB1,000,000,000)	 	 	3.0	%
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are greater than one billion RMB (RMB1,000,000,000)	 	 	3.5	%





 


and the aggregate Royalties
payable by YishengBio for each Financial Year shall be capped at RMB60,000,000 (provided that, if only part of such Financial Year
falls within the Royalty Term, or in respect of the Financial Year in which the Royalty Reduction Date falls, such limit shall
be ratably reduced on a daily basis) (the “Annual Royalty Limit”).


 


		(B)	Royalty Reduction Date. At any time on or after the date on which YishengBio repays all
outstanding amounts under the Facility Agreement (the “Royalty Reduction Date”), provided that:



 


		(i)	the Royalty Reduction Date occurs after the date falling 24 Months after the Utilisation Date;
and



 


		(ii)	any Royalties payable in respect of the Financial Quarter in which the Royalty Reduction Date occurs
have been duly paid in accordance with Clause 4.1(a)(iii)(A),



 


the royalty rates for the remainder
of the Royalty Term shall be reduced to the amount set forth in the table set forth in this Clause 4.1(a)(iii)(B). For clarity,
the Royalties payable to Agent under this Clause 4.1(a)(iii)(B) shall be paid from and after the Royalty Reduction Date and no
amounts paid to Agent prior to the Royalty Reduction Date shall be refunded or repaid to YishengBio as a result of the Royalty
Reduction Date and no such amounts shall be applied to either offset or reduce the Royalties payable or the Annual Royalty Limit
under this Clause 4.1(a)(iii)(B) from and after the Royalty Reduction Date and any Net Sales of Products in respect of the Financial
Year in which the Royalty Reduction Date occurs which have been applied towards calculating the Royalties payable prior to the
occurrence of the Royalty Reduction Date under Clause 4.1(a)(iii)(A) shall continue to be aggregated as Net Sales of Products
for that Financial Year for the purpose of determining Royalties payable from and after the Royalty Reduction Date under this
Clause 4.1(a)(iii)(B).




    9 


     


    

	Net Sales Tiers	 	Royalty Rate	 
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are less than or equal to five hundred million RMB ($500,000,000)	 	 	0.6	%
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are greater than five hundred million RMB ($500,000,000) but less than or equal to one billion RMB ($1,000,000,000)	 	 	1.2	%
	For that portion of annual aggregate Net Sales of Products in a Financial Year that are greater than one billion RMB ($1,000,000,000)	 	 	1.4	%





 


The aggregate Royalties payable
by YishengBio for each Financial Year shall be capped at RMB24,000,000 (provided that, if only part of such Financial Year falls
within the Royalty Term, or in respect of the Financial Year in which the Royalty Reduction Date falls, such limit shall be ratably
reduced on a daily basis) (also the “Annual Royalty Limit”).


 


		(C)	Calculation of Annual Royalty Limit. For clarity, (x) no further Royalties shall be payable
or accrue in respect of a Financial Year (or part thereof) pursuant to Clause 4.1(a)(iii)(A) or 4.1(a)(iii)(B) above once the applicable
Annual Royalty Limit thereunder is reached; and (b) for the purpose of determining whether the Annual Royalty Limit is reached,
the Royalties (in RMBs) for each applicable Financial Quarter (or part thereof) shall be aggregated.



 


		(D)	Royalty Repurchase Amount. If the Royalty Reduction Date occurs after the date falling 24
Months after the Utilisation Date:



 


		(1)	Royalties shall continue to accrue in accordance with Clause 4.1(a)(iii)(B) above, unless paragraph
(2) below applies;



 


		(2)	If, on the Royalty Reduction Date, YishengBio pays to Agent, at its option, an amount equal to
four percent (4%) of the principal amount prepaid on the Royalty Reduction Date pursuant to the Facility Agreement (the “Royalty
Repurchase Amount”) in addition to the payment of the applicable Prepayment Fee (as defined in the Facility Agreement),
then, from and after the receipt of the Royalty Repurchase Amount and the applicable Prepayment Fee by the Agent, no Royalties
shall be due and owing to Agent hereunder, provided that any Royalties payable in respect of the Financial Quarter in which the
Royalty Reduction Date occurs have been or will be duly paid in accordance with Clause 4.1(a)(iii)(A).










    10 


     


    




		(b)	Royalty Term 


 


Royalties will be remitted on
a country-by-country basis, commencing on 1 April 2022 (the “Royalty Term Commencement Date”) until the last
day of the relevant Financial Quarter within which the earliest of the following occurs (the “Royalty Term”):


 


		(i)	the date of the payment by YishengBio of the Royalty Repurchase Amount;



 


		(ii)	the Royalty Reduction Date, if the Royalty Reduction Date occurs on or prior to the date falling
24 Months after the Utilisation Date;



 


		(iii)	the end of the 18th Financial Quarter from the Royalty Term Commencement Date; and



 


		(iv)	the expiration of the Term.



 


		4.2	Royalty Reports and Payments 



 


During the Royalty Term, on
each Quarter Report Date under the Facility Agreement, YishengBio will pay to Agent Royalties due for such Financial Quarter
calculated in accordance with Clause 4.1 (Royalty Payments as Contingent Interest) and will deliver to Agent a
Royalties report showing, on a country-by-country basis, the information set forth in this Clause 4.2 (Royalty Reports and
Payments) below:


 


		(a)	the gross amount invoiced for and the amounts received and the Net Sales resulting from sales of
Products sold by YishengBio, any Group Member or Licensees during such Financial Quarter, including without limitation the specific
deductions applied in the calculation of such Net Sales amounts, and any amounts required to be included in Net Sales pursuant
to Clause 6.2(c);



 


		(b)	the Royalties (in RMBs) that have accrued in such Financial Quarter with respect to such Net Sales;



 


		(c)	withholding taxes, if any, required by Applicable Law to be deducted with respect to such Royalties;
and



 


		(d)	the rate of exchange used by YishengBio in determining the amount of RMBs due hereunder.



 


If no Royalties are due for any
Financial Quarter hereunder, YishengBio will so report. YishengBio will keep, and will require in its Licenses and shall cause
its Group Members to require in its Licenses, and use good faith efforts to enforce such requirements, for Licensees to keep (all
in accordance with GAAP), complete and accurate records in sufficient detail to properly reflect the Net Sales to enable the Royalties
due hereunder to be determined for a period of at least three (3) Financial Years.


 


In addition, YishengBio will,
during the Royalty Term, deliver to Agent by no later than each Quarter Report Date a statement setting forth the actual Net Sales
for the Financial Quarter to which such Quarter Report Date relates, the calculation of Royalties or Net Sales due on a country-by-country
basis (based on such actual Net Sales) and, if applicable, the exchange rate to be utilized by YishengBio to convert a local currency
payment to RMBs. If the information required by this paragraph is provided in a compliance certificate required to be delivered
under Clause 18.2 (Compliance Certificate) of the Facility Agreement, then YishengBio shall not be required to provide
an additional report under this paragraph with the same information as long as the compliance certificate required to be delivered
under the Facility Agreement is delivered when due.




    11 


     


    







		4.3	Audits of Royalty Reports 



 


		(a)	Upon the written request of Agent and not more than once in each Financial Year, YishengBio will
permit an independent certified public accounting firm selected by Agent and reasonably acceptable to YishengBio to have access
during normal business hours to such records of YishengBio as may be necessary or reasonably useful to verify the accuracy of the
payment reports made and the amounts owed to Agent under this Deed for any Financial Year period ending not more than thirty-six
(36) months prior to the date of such request. Such rights with respect to any Financial Year will terminate upon the earlier to
occur of:



 


		(i)	the completion of an audit pursuant to this Clause 4.3 with respect to such Financial Year; and



 


		(ii)	three (3) years after the end of any such Financial Year.



 


		(b)	Agent will promptly upon receipt deliver to YishengBio such accounting firm’s written report.
If such accounting firm concludes that an overpayment or underpayment was made, then the owing Party will pay the amount due within
thirty (30) days after the date on which Agent delivers to YishengBio such accounting firm’s written report so concluding,
and YishengBio will pay any accrued interest as determined in accordance with Clause 4.6 (Interest Due) from the date such
underpayment was originally due until payment thereof. YishengBio will bear the full cost of such audit.



 


		4.4	Currency of Payments 



 


All payments under this Deed will
be made in US dollars by wire transfer of immediately available funds into an account designated by Agent. Net Sales outside of
the PRC will be first determined in the currency in which they are earned and will then be converted into an amount in RMBs using
YishengBio’s or the Licensee’s, as applicable, customary and usual conversion procedures used in preparing its financial
statements pursuant to GAAP for the applicable reporting period. Royalties will be calculated by reference to Net Sales (in RMBs)
and YishengBio will, on each Quarter Report Date, pay to Agent the US dollar equivalent of Royalties payable by it for the applicable
Financial Quarter. Such US dollar equivalent will be determined by reference to the RMB/USD Exchange Rate as of two (2) Business
Days prior to such Quarter Report Date.


 


		4.5	Taxes 



 


		(a)	Each Party will be solely responsible for the payment of all taxes imposed on its share of income
arising directly or indirectly from the efforts of the Parties under this Deed. YishengBio agrees to use commercially reasonable
efforts to reduce or eliminate tax withholding or similar obligations in respect of Royalties and other payments made by YishengBio
to Agent under this Deed.











    12 


     


    










		(b)	To the extent YishengBio is required under the Internal Revenue Code of 1986, as amended (the
                                                                                                     “Code”), or any other tax laws to deduct and withhold taxes on any payment to Agent, and YishengBio will
                                                                                                     pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Agent an
                                                                                                     official tax certificate or other evidence of such withholding sufficient
to enable Agent to claim such payment of taxes. Upon YishengBio’s reasonable request, Agent will provide YishengBio any tax
forms that may be reasonably necessary in order for YishengBio to determine whether to withhold tax on any such payments or to
withhold tax on such payments at a reduced rate under the Code or any other tax laws, including without limitation any applicable
bilateral income tax treaty. YishengBio will use commercially reasonable efforts to minimize or avoid any withholding tax or value
added tax to the extent permitted under the Applicable Laws and treaties. YishengBio will provide the Agent with reasonable assistance
to enable the recovery, as permitted by Applicable Laws, of withholding taxes, value added taxes, or similar obligations resulting
from payments made under this Deed, such recovery to be for the benefit of the Party bearing such withholding tax or value added
tax. YishengBio will use commercially reasonable efforts to require its Licensees to cooperate with YishengBio and Agent in a manner
consistent with this Clause 4.5.


 


		(c)	If any payment required to be made by YishengBio under this Agreement is subject to increased deduction
or withholding of tax by Agent, then the sum payable by YishengBio (in respect of which such increased deduction or withholding
is required to be made) will be increased to the extent necessary to ensure that Agent receives a sum equal to the sum which it
would have received if no such increased tax deduction or withholding had been required.



 


		4.6	Interest Due 



 


YishengBio will pay Agent interest
on any payments that are not paid on or before the date such payments are due under this Deed at the default interest rate set
forth in Clause 8.3 (Default interest) of the Facility Agreement.


 


	5.	NONDISCLOSURE OF CONFIDENTIAL INFORMATION
	 	 
	5.1	Nondisclosure
	 	
	 	Each Party agrees to keep all Confidential
    Information of the other Party confidential any not to disclose it to anyone other than in accordance with Clause 25
    (Confidential Information) of the Facility Agreement.
	 	
	6.	PATENT MATTERS


 


		6.1	Preparation., Filing, Prosecution, and Maintenance of YishengBio Patents 



 


YishengBio (on its own behalf
and on behalf of each Group Member) will have the responsibility, at its expense, and considering in good faith any and all recommendations
of Agent, for the preparation, filing, prosecution, and maintenance of the YishengBio Patents, including any patent term extensions.
YishengBio will promptly provide Agent with notice of its intention to:


 


		(a)	permit any of the YishengBio Patents to be abandoned in any country in the Territory; or



 


		(b)	elect not to file a new patent application claiming priority to a patent application within
                                                                                                       the YishengBio Patents, either before such patent application’s issuance or within the time period required for the
                                                                                                       filing of an international (i.e., Patent Cooperation Treaty), regional (including the European Patent Office) or national
                                                                                                       patent application, in each case, at least thirty (30) days prior to such lapse or abandonment. In the event of any such
                                                                                                       lapse or abandonment, Agent may elect to
assume full responsibility for the continued prosecution and maintenance of such YishengBio Patents, or the filing of such new
patent application, in each case, at the costs of YishengBio.








    13 


     


    







		6.2	Intellectual Property Matters 



 


		(a)	Procedures and Requirements. In the event that either Party has cause to believe that a
Third Party may be infringing or misappropriating any of the YishengBio Patents, it will promptly notify the other Party in writing,
identifying the alleged infringer and the alleged infringement or misappropriation complained of and furnishing the information
upon which such determination is based. YishengBio will have the first right but not the obligation to stop such infringement or
misappropriation of the YishengBio Patents by such Third Party or settle, pursuant to Clause 6.2(b), with such Third Party. If
YishengBio fails to take action within ninety (90) days following its receipt of a notice of such infringement or misappropriation,
then Agent will have the right to take action to stop such infringement or misappropriation. Upon request by the Agent, YishengBio
shall (and shall procure that each other Group Member will) give the Agent all reasonable information and assistance, including
without limitation allowing the Agent access to YishengBio’s or such other Group Member’s files and documents and to
YishengBio’s or such other Group Member’s personnel who may have possession of relevant information and, if necessary
or desirable for the Agent to prosecute any legal action, joining in the legal action as a party using counsel of its own choice.



 


		(b)	Settlement of an Enforcement Claim. If any YishengBio Patent is enforced by the Agent, the
Agent will have the right to control settlement of any claims that a Third Party may be infringing or misappropriating such YishengBio
Patent. In the event that any YishengBio Patent is enforced by YishengBio, YishengBio shall not settle any claim without the prior
consent of the Agent.



 


		(c)	Expenses and Recovery. YishengBio shall bear all costs and expenses (including without limitation
any costs or expenses incurred that exceed the amounts recovered by the Agent pursuing any action under this Clause 6.2(c)) and
payments awarded against or agreed to be paid by the Agent. Any amounts recovered by either Party pursuant to Clause 6.2(a) or
6.2(b), whether by settlement or judgment, will be allocated in accordance with the following:



 


		(i)	such amounts first will be used to reimburse the Parties for their reasonable costs and expenses
in making such recovery and, if insufficient to cover the totality of such costs and expenses, will be allocated first to the Agent
to cover its costs and expenses; and



 


		(ii)	if such amounts is received by:



 


		(A)	YishengBio or any other Group Member, YishengBio or such Group Member will retain any remainder;
provided that, solely for purposes of Clause 4.1 (Royalty Payments as Contingent Interest), such remaining amount
will be deemed to be Net Sales of the applicable Product to which such action related in the Financial Quarter in which such amounts
were received by or paid to YishengBio or such Group Member, and thereby will be subject to the Royalties payments contemplated
in Clause 4.1 (Royalty Payments as Contingent Interest); and








    14 


     


    

		(B)	the Agent, Agent will retain an amount equal to the Royalties payments that would have been payable
to the Agent (had such amounts been received by YishengBio or any other Group Member) pursuant to paragraph (A) above, and Agent
will pay the remainder to YishengBio.



 


		6.3	Infringement Claims by Third Parties 



 


YishengBio will promptly inform
the Agent in writing of any actual, threatened, or alleged infringement or misappropriation, based on the making, using, selling,
or offering for sale of a Product, of a Third Party’s intellectual property rights of which it becomes aware. YishengBio
will keep the Agent advised of all material developments in the conduct of any proceedings in defending any claim of such alleged
infringement or misappropriation and will cooperate with the Agent in the conduct of such defense. In no event may YishengBio settle
any such infringement or misappropriation claim in a manner that would materially adversely affect or impose any obligation on
the Agent, without the Agent’s prior written consent. YishengBio will have the sole responsibility and at its cost for defending
any such allegations or claims made against it.


 


		7.	TERM AND TERMINATION



 


		7.1	Term and Expiration 



 


The term of this Deed will commence
on the date of this Deed, and will continue for as long as payments are due or payable under this Deed, or until there are no Net
Sales on account of any Product (the “Term”).


 


		7.2	Termination by Agent 



 


Agent may terminate this Deed
for any or no reason upon ninety (90) days prior written notice to YishengBio.


 


		7.3	Continuing Obligations 



 


Upon expiration or termination
of this Deed:


 


		(a)	YishengBio will not be relieved of any obligation that accrued prior to the effective date of such
termination; and



 


		(b)	all amounts due or payable to Agent that were accrued prior to the effective date of termination
will remain due and payable; provided that the foregoing will not be deemed to limit YishengBio’s indemnification
obligations under this Deed for acts or omissions occurring prior to the effective date of such termination that are the subject
of such indemnification even if the indemnification amount cannot be accrued or determined as of the effective date of such termination.



 


		7.4	Retention of Payments 



 


Upon expiration or termination
of this Deed, Agent will have the right to retain all amounts previously paid to Agent by YishengBio. 







    15 


     


    




		7.5	Survival 


 


Expiration or termination of this Deed for any reason
will not:


 


		(a)	release YishengBio from any obligation that has accrued prior to the effective date of such expiration
or termination;



 


		(b)	preclude the Agent from claiming any other damages, compensation, or relief that it may be entitled
to upon such expiration or termination; or



 


		(c)	terminate any right to obtain performance of any obligation provided for in this Deed that will
survive expiration or termination. Without limiting the foregoing, upon expiration or termination of this Deed, the rights and
obligations of the Parties under Clause 8 (Indemnity) will survive such expiration or termination and, to the extent any
provisions of the Facility Agreement are incorporated into this Deed, those provisions shall survive as a part of this Deed.



 


		8.	INDEMNITY



 


		8.1	YishengBio Indemnity Obligations 



 


The provisions of Clauses 11 (Tax
gross up and indemnities), 14 (Other indemnities) and 15 (Costs and expenses) of the Facility Agreement shall
apply to this Deed as though they were set out in full in this Deed, except that references to an “Obligor” shall be
constructed as references to YishengBio and references to a “Finance Document” or “this Agreement” shall
be constructed as references to this Deed.


 


		9.	REPRESENTATIONS, WARRANTIES, AND COVENANTS



 


		9.1	Representations and Warranties, and Covenants, of YishengBio 



 


YishengBio represents and warrants
on each day during the Term, and YishengBio covenants, that:


 


		(a)	the provisions of Clauses 17.1 (Status) to 17.6 (Governing law and enforcement),
17.10 (No misleading information), 17.12 (Pari passu ranking), 17.22 (Intellectual Property) to 17.24 (Anti-Corruption,
Anti-Money Laundering and Anti-Terrorism) and 17.30 (No partnership intended) of the Facility Agreement shall apply
to this Deed as though they were set out in full in this Deed (provided that, at all times after the Discharge Date, each reference
therein (i) to an Obligor shall be construed as a reference to Cayman Yisheng and YishengBio only; and (ii) to Intellectual Property
shall be construed as a reference to Intellectual Property relating to the Products only);



 


		(b)	it has written agreements with all of its employees, consultants, or independent contractors who
receive Confidential Information under this Deed obligating them to keep such information confidential and to use such information
only as permitted in this Deed, and assigning to YishengBio or another Group Member ownership of all intellectual property rights
created in the course of their employment;



 


		(c)	as of the date of this Deed, it has the full right to grant the rights to receive payments granted
to Agent under this Deed, and is not currently bound by any agreement with any Third Party, or by any outstanding order, judgment,
or decree of any court or administrative agency, that restricts it from granting to Agent the rights as set forth in this Deed;








    16 


     


    

		(d)	it has not granted as of the date of this Deed any right, option, license or interest in or to
any YishengBio Patents or Regulatory Filings that is in conflict with the rights granted to Agent under this Deed; and it has not
granted, or permitted to be attached, any lien, security interest, or other encumbrance with respect to the YishengBio Patents
or Regulatory Filings;



 


		(e)	during the Term and then only as permitted under the Facility Agreement, YishengBio will not create,
incur, assume or suffer to exist any Security or Quasi-Security on the YishengBio Patents or Regulatory Filings;



 


		(f)	YishengBio has no knowledge of any infringement or misappropriation by any Third Party of any of
the YishengBio Patents or Regulatory Filings as of the date of this Deed;



 


		(g)	to YishengBio’s knowledge, YishengBio solely owns the YishengBio Patents existing as of the
date of this Deed, including without limitation all patents and patent applications set forth on Appendix B, and such ownership
has been duly recorded with the Patent and Trademark Office or corresponding Governmental Authorities;



 


		(h)	as of the date of this Deed, Appendix A contains a true and complete list of all Regulatory Approvals
for the Products and Appendix B contains a true and complete list of all patents and patent applications of the YishengBio Patents
covering or claiming the Products;



 


		(i)	to YishengBio’s knowledge, YishengBio has obtained, and during the Term will maintain, all
licenses, authorizations, and permissions necessary under Applicable Law for meeting and performing its obligations under this
Deed and all such licenses, authorizations, and permissions are in full force and effect;



 


		(j)	to YishengBio’s knowledge, all of YishengBio’s activities related to its use of YishengBio
Patents, and the Development and Commercialization of the Products comply in all material respects with Applicable Laws, and YishengBio
will use good faith efforts in compliance in all material respects with Applicable Laws during the Term;



 


		(k)	YishengBio shall provide Agent with written notice as promptly as possible (but in any event within
five (5) Business Days) after acquiring knowledge of the occurrence of a Insolvency in respect of YishengBio or any Group Member;



 


		(l)	YishengBio shall (and shall ensure that Cayman Yisheng will) pay and discharge all Taxes imposed
upon it or its assets within the time period allowed without incurring penalties and shall not change its residence for Tax purposes;



 


		(m)	the provisions of Clauses 20.1 (Authorisations) to 20.3 (Ranking) of the Facility
Agreement shall apply to this Deed as though they were set out in full in this Deed as if each reference to an Obligor therein
were a reference to YishengBio and any obligation imposed therein on YishengBio shall include an obligation on YishengBio to procure
Cayman Yisheng to fulfill such obligation; and



 


		(n)	the provisions of Clauses 20.7 (Change of business) to 20.9 (Environmental Claims),
20.23 (Intellectual Property), 20.25 (Sanctions) and 20.26 (Anti-Corruption, Anti-Terrorism and Anti-Money Laundering)
of the Facility Agreement shall apply to this Deed as though they were set out in full in this Deed.








    17 


     


    

		10.	NO ASSUMED OBLIGATIONS



 


		10.1	No Assumed Obligations 



 


Notwithstanding any provision
in this Deed, Agent is not assuming any liability or obligation of YishengBio or any of the Group Members of whatever nature, whether
presently in existence or arising or asserted hereafter. All such liabilities and obligations shall be retained by and remain liabilities
and obligations of YishengBio or an applicable Group Member, as the case may be.


 


		11.	MISCELLANEOUS 



 


		11.1	Assignment 



 


		(a)	This Deed may not be assigned or otherwise transferred by YishengBio.



 


		(b)	The Agent may assign or transfer its rights and/or obligations hereunder to a successor agent (which
is not a Competitor) appointed in accordance with the terms of the Facility Agreement.



 


		(c)	A Lender may assign or transfer is rights and/or obligations hereunder, provided that such assignment
or transfer shall be made in accordance with Clause 23 (Changes to the Lenders) of the Facility Agreement (or, if the assignment
or transfer is effected after the Royalty Reduction Date, such assignment or transfer shall remain subject to the provisions of
Clauses 23.2(a), (b) and (c) of the Facility Agreement).



 


		(d)	Any purported assignment in violation of this clause will be void. Any permitted assignee, transferee
or successor will assume and be bound by all obligations of its assignor or predecessor under this Deed.



 


		11.2	Notices 



 


Any notice or other communication
to a Party pursuant to this Deed will be sufficiently made or given in accordance with Clause 30(Notices) of the Facility
Agreement, which is incorporated herein by reference mutatis mutandis as if fully set forth.


 


		11.3	Counterparts 



 


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.


 


		11.4	Use of Names 



 


YishengBio will not, without prior
written consent of Agent, use the name or any trademark or trade name owned by any Finance Party, or owned by an Affiliate of any
Finance Party, in any publication, publicity, advertising, or otherwise.


 


		11.5	Independent Contractors 



 


Nothing contained in this Deed
will be deemed to constitute a joint venture, partnership, or employer-employee relationship between Agent and YishengBio, or
to constitute one as the agent of the other. Neither Party will be entitled to any benefits applicable to employees of the other
Party. Both Parties will act solely as independent contractors, and nothing in this Deed will be construed to make one Party an agent, employee,
or legal representative of the other Party for any purpose or to give either Party the power or authority to act for, bind, or
commit the other Party.




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		11.6	Entire Agreement 



 


This Deed, together with the
Appendices attached hereto, and the Facility Agreement, to the extent applicable to this Deed, constitutes the entire agreement
and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals,
oral or written, confidentiality agreements, and all other communications between the Parties with respect to such subject matter.


 


		11.7	Partial invalidity; Remedies and waivers; Modifications; Day count convention 



 


The provisions of Clauses 31.3
(Day count convention), 32 (Partial invalidity), 33 (Remedies and waivers) and 34 (Amendments and waivers)
of the Facility Agreement apply to this Deed mutatis mutandis.


 


		11.8	Further Assurances 



 


YishengBio agrees to do and
perform all such further reasonable acts and things and will execute and deliver such other agreements, certificates, instruments,
and documents necessary to carry out the intent and accomplish the purposes of this Deed.


 


		12.	GOVERNING LAW 



 


This Deed is governed by Hong
Kong law.


 


		13.	ENFORCEMENT 



 


		13.1	Jurisdiction of Hong Kong courts 



 


		(a)	The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Deed (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).



 


		(b)	The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.








    19 


     


    





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


 


	EXECUTED AS A DEED	)
	BY THE SOLE DIRECTOR OF	)	 
	YISHENGBIO (HONG KONG) HOLDINGS LIMITED	)
	 	)
	 	 	 



 


	Sole Director Zhang Yi 	/s/ Yi Zhang	 




 


	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 Royalty Deed



     


     


    


As Agent


 


R-BRIDGE HEALTHCARE FUND, LP


 


	By:	/s/ Wei Fu	 






Name: Fu Wei


Title: Director


 


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



 


Signature
page to Royalty Deed




     


     


    

APPENDIX A


 


REGULATORY APPROVALS FOR THE PRODUCTS



     


     


    

APPENDIX B


 


YISHENGBIO PATENTS