UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
Date of event requiring this shell company report
Commission file number 001-38475
ASLAN Pharmaceuticals Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation)
3 Temasek Avenue Level 18 Centennial Tower
Singapore 039190
(address of principal executive offices)
Carl Firth
Chief Executive Officer
ASLAN Pharmaceuticals Limited
3 Temasek Avenue Level 18 Centennial Tower
Singapore 039190
Telephone: +65 6817 9598
E-mail: investor@aslanpharma.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares (ADSs), each representing twenty-five ordinary
shares, par value $0.01 per share
Ordinary shares, par value $0.01 per share *
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Trading Symbol
ASLN
None
None
Name of each exchange on which registered
The Nasdaq Capital Market
The Nasdaq Capital Market *
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
The number of outstanding ordinary shares of the registrant, par value $0.01 per share, as of December 31, 2023 was 587,074,700 (representing 23,482,987 ADSs), comprised of (i) 439,926,480 ordinary shares
(representing 17,597,059 ADSs) that are fully paid, issued and outstanding and (ii) 147,148,220 ordinary shares (representing 5,885,928 ADSs) that are outstanding and have been issued to JPMorgan Chase
Bank, N.A., as depositary, for future sales and issuances of ADSs, if any, as further described in this annual report. As of December 31, 2023, 428,500,435 ordinary shares were held in the form of 17,140,017
ADSs.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☒
Accelerated filer
Emerging growth company
☐
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-
Oxley Act (15. U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant
recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒
Other ☐
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
TABLE OF CONTENTS
Page
Presentation of Financial and Other Information
Cautionary Statement Regarding Forward-Looking Statements
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.
ITEM 4.
KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
INFORMATION ON THE COMPANY
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
ITEM 4A.
UNRESOLVED STAFF COMMENTS
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
B. Liquidity and Capital Resources
C. Research and Development, Patents and Licenses, etc.
D. Trend Information
E. Critical Accounting Estimates
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Share Ownership
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
B. Related Party Transactions
C. Interests of Experts and Counsel
FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
B. Significant Changes
THE OFFER AND LISTING
A. Offer and Listing Details
B. Plan of Distribution
C. Markets
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
ADDITIONAL INFORMATION
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
E. Taxation
F. Dividends and Paying Agents
G. Statement by Experts
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H. Documents on Display
I. Subsidiary Information
J. Annual Report to Security Holders
ITEM 11.
ITEM 12.
PART II
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A. Foreign Exchange Risk
B. Interest Rate Risk
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
B. Warrants and Rights
C. Other Securities
D. American Depositary Shares
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15.
CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
B. Management’s Annual Report on Internal Control over Financial Reporting
C. Attestation Report of the Registered Public Accounting Firm
D. Changes in Internal Control over Financial Reporting
ITEM 16.
[RESERVED]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G.
CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16J.
INSIDER TRADING POLICIES
ITEM 16K.
CYBERSECURITY
PART III
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
FINANCIAL STATEMENTS
ITEM 19.
EXHIBITS
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GENERAL INFORMATION
Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to the terms “ASLAN,” “ASLAN
Pharmaceuticals,” “the company,” “we,” “us” and “our” refer to ASLAN Pharmaceuticals Limited and its subsidiaries.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued
by the International Accounting Standard Board (IASB), which may differ in material respects from generally accepted accounting principles
in other jurisdictions, including the United States.
Our functional currency is the U.S. dollar. Unless otherwise specified, all monetary amounts presented are in U.S. dollars. All references in
this Annual Report to “$” mean U.S. dollars, and all references in this Annual Report to “SG$” mean Singapore dollars, the legal currency of
Singapore. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.
We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in
some tables may not be an arithmetic aggregation of the figures that preceded them.
On March 13, 2023, we effected a change to the ratio of our American Depositary Shares (ADSs) to our ordinary shares from one ADS
representing five ordinary shares to one ADS representing twenty-five ordinary shares (or the ADS Ratio Change). Except as otherwise
indicated, all information in this Annual Report gives retroactive effect to the ADS Ratio Change.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), that involve substantial risks and uncertainties. In some
cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or
other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially
different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions
contained in this Annual Report on Form 20-F are based upon information available to us as of the date of this Annual Report and, while we
believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements
should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
Forward-looking statements include statements about:
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The outcome, cost and timing of our product development activities and clinical trials;
Our plans and expected timing with respect to regulatory filings and approvals;
Our ability to fund our operations;
Our plans to develop and commercialize our product candidates and expand our development pipeline;
Our ability to enter into a transaction with respect to commercialization of our products and product candidates;
The size and growth potential of the markets for our product candidates, and our ability to serve those markets;
Our sales and marketing strategies and plans;
Potential market acceptance of our product candidates;
Potential regulatory developments in the United States and foreign countries;
The performance of our third-party suppliers and manufacturers;
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Our ability to compete with other therapies that are or become available;
Our expectations regarding the periods during which we qualify, or do not qualify, as a foreign private issuer under U.S.
securities laws or a passive foreign investment company (PFIC) for U.S. federal income tax purposes;
Our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
Our expectations regarding the terms of our patents and ability to obtain and maintain intellectual property protection for our
product candidates; and
The impact of health epidemics or pandemics on our operations, research and development and clinical trials and potential
disruption in the operations and business of third-party manufacturers, contract research organizations, other service providers
and collaborators with whom we conduct business.
You should refer to the section titled “Item 3.D. – Risk Factors” for a discussion of important factors that may cause our actual results to
differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that
the forward-looking statements in this Annual Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard
these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time
frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. We claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 for all forward-looking statements.
You should read this Annual Report and the documents that we reference in this Annual Report, completely and with the understanding that
our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these
cautionary statements.
Unless otherwise indicated, information contained in this Annual Report on Form 20-F concerning our industry and the markets in which we
operate, including our general expectations and market position, market opportunity and market size estimates, is based on information from
independent industry analysts, third-party sources and management estimates. Management estimates are derived from publicly available
information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on
assumptions made by us based on such data and our knowledge of such industry and market, which we believe to be reasonable. In addition,
while we believe the market opportunity information included in this Annual Report on Form 20-F is generally reliable and is based on
reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the section of this Annual Report on Form 20-F titled “Item 3.D. – Risk Factors.”
SUMMARY OF RISK FACTORS
Investing in our shares involves numerous risks, including the risks described in “Item 3.D - Risk Factors” of this Annual Report on Form
20-F. Below are some of our principal risks, any one of which could materially adversely affect our business, financial condition, results of
operations, and prospects:
• We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the
foreseeable future.
•
Our need for additional capital raises substantial doubt about our ability to continue as a going concern. We will need to obtain
substantial additional financing for our operations, and if we fail to obtain additional financing, we may be forced to delay,
reduce or eliminate our product development programs or commercialization efforts.
• We currently do not generate any revenue from product sales, have generated only limited revenue since inception, and may
never be profitable.
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• We are heavily dependent on the success of our two product candidates, eblasakimab (also known as ASLAN004) and
farudodstat (also known as ASLAN003) and we cannot give any assurance that eblasakimab or farudodstat will successfully
complete clinical development or receive regulatory approval, which is necessary before they can be commercialized.
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Clinical development is a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials
may not be predictive of future trial results. Failure can occur at any stage of clinical development. We have never completed a
pivotal clinical trial for our product candidates or submitted a New Drug Application (NDA) or a Biologics License
Application (BLA) to the U.S. Food and Drug Administration (U.S. FDA) or similar drug approval filings to comparable
foreign authorities.
Delays in clinical trials are common and have many causes, and any delay could result in increased costs to us and jeopardize
or delay our ability to obtain regulatory approval and commence product sales.
The regulatory approval processes of the U.S. FDA and comparable foreign authorities are lengthy, time consuming and
inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business
will be substantially harmed.
• We rely on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry out
their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our
product candidates and our business could be substantially harmed.
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If we are unable to obtain or protect intellectual property rights related to our current product candidates or any future product
candidates which we may develop, we may not be able to compete effectively in our market.
If we are unable to regain compliance with the listing requirements of the Nasdaq Capital Market, our ADSs may remain
delisted from the Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make
it more difficult for you to sell your shares.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be
limited, because we are incorporated under Cayman Islands law, we conduct the majority of our operations, and substantially
all of our directors and executive officers reside, outside of the United States.
• We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act
reporting obligations that permit less detailed and frequent disclosures than those of a U.S. domestic public company.
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Our business is subject to economic, political, regulatory and other risks associated with international operations.
Our business could continue to be adversely affected by the effects of health pandemics or epidemics.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A.
B.
[Reserved]
Capitalization and Indebtedness.
Not applicable
C.
Reasons for the Offer and Use of Proceeds.
Not applicable
D.
Risk Factors.
An investment in our American Depositary Shares (ADSs) involves a high degree of risk. The occurrence of any of the events or developments
described below could harm our business, financial condition, results of operations and/or prospects or cause our actual results to differ
materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. In such
an event, the market price of our ADSs or ordinary shares could decline and you may lose all or part of your investment. You should consider
all of the risk factors described when evaluating our business.
Risks Related to Our Financial Condition and Need for Additional Capital
We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable
future.
We are a clinical-stage immunology focused biopharmaceutical company developing innovative treatments to transform the lives of patients.
Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and
significant risk that any potential product candidate will not demonstrate adequate effectiveness in the targeted indication or an acceptable
safety profile, gain regulatory approval or become commercially viable. All of our product candidates will require substantial additional
development time and resources before we would be able to apply for or receive regulatory approvals and begin generating revenue from
product sales. We are not profitable and have incurred net losses in each year since our inception, including net losses of $31.6 million, $51.4
million and $44.2 million for fiscal years 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, we had an accumulated
deficit of $278.4 million and $321.1 million, respectively.
We have devoted substantially all our financial resources to developing our product candidates and targeted discovery work, including
preclinical development activities and clinical trials. We expect to continue to incur substantial expenses, losses and negative cash flows as
we expand our development activities and advance our clinical programs, particularly with respect to our planned clinical development for
eblasakimab (also known as ASLAN004) and farudodstat (also known as ASLAN003). If our product candidates are not successfully
developed or commercialized, including because of a lack of capital, or if we do not generate enough revenue following marketing approval,
we will not achieve profitability and our business may fail.
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Our need for additional capital raises substantial doubt about our ability to continue as a going concern. We will need to obtain
substantial additional financing for our operations, and if we fail to obtain additional financing, we may be forced to delay, reduce or
eliminate our product development programs or commercialization efforts.
Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is expensive and we have consumed
substantial amounts of capital since inception. To date, we have funded primarily through public and private offerings. We will need
substantial additional financing to continue our operations and do not expect revenues from product sales or potential licensing transactions
to be sufficient to offset our development expenses as we advance our clinical programs.
This Form 20-F includes disclosures regarding management’s assessment of our ability to continue as a going concern as our current liquidity
position and recurring losses from operations since inception and negative cash flows from operating activities raise substantial doubt about
our ability to continue as a going concern. We had approximately $21.3 million of cash and cash equivalents as of December 31, 2023. As we
are in the clinical research and development phase, we will be seeking future funding based on the requirements of our business operations.
We intend to continue to explore various means of fundraising to meet our funding requirements to carry out our business operations, such as
offerings of ADSs pursuant to at-the-market offerings, follow-on offerings of ordinary shares, venture debt and shareholder loans. We may
also use other means of financing such as out-licensing to generate revenue and cash. We have the ability to exercise discretion and flexibility
to deploy our capital resources used in research and development activities according to the amount and timing of our financing activities.
Based on our current operating plans, we believe our cash and cash equivalents may not be sufficient to fund our operations for the period
one year following the issuance of the accompanying financial statements. Specifically, we believe our existing resources will not be
sufficient to fund our operating expenses and capital expenditure requirements and meet our obligations for at least the next twelve months
from December 31, 2023 unless we raise additional funds. Our future viability depends on our ability to raise additional capital to finance our
operations. Regardless of our expectations as to how long our existing cash and cash equivalents will fund our operations, changing
circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate. For example, our clinical trials
may encounter technical, enrollment or other difficulties that could increase our development costs more than we expect. In any event, we
will require additional capital prior to completing pivotal studies of, filing for regulatory approval for, or commercializing farudodstat and
eblasakimab.
We cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to
raise additional capital when required or on acceptable terms, we may be required to:
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Significantly delay, scale back or discontinue the development or commercialization of our product candidates;
Seek corporate partners for our product candidates when we would otherwise develop our product candidates on our own, or at
an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available;
Relinquish or license on unfavorable terms, our rights to technologies or product candidates that we otherwise would seek to
develop or commercialize ourselves; or
Significantly curtail or cease operations.
If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing
development and commercialization efforts, which will have an adverse effect on our business, operating results and prospects.
We currently do not generate any revenue from product sales, have generated only limited revenue since inception, and may never be
profitable.
We do not anticipate generating revenue from sales of our proprietary product candidates for the foreseeable future. Our ability to generate
future revenue from product sales depends on our success in completing clinical development of, obtaining regulatory approval for, and
launching and successfully commercializing any product candidates.
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Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to predict the timing or
amount of increased expenses, when, or if, we will begin to generate revenue from product sales, or when, or if, we will be able to achieve or
maintain profitability. In addition, our expenses could increase beyond planned levels if we are required by the U.S. FDA to perform studies
in addition to those that we currently anticipate or if such studies are larger, take longer or are otherwise more expensive to conduct than we
expect.
Even if one or more of our product candidates is approved for commercial sale, to the extent we do not engage a third-party collaborator, we
anticipate incurring significant costs associated with commercializing any approved product candidate. Even if we are able to generate
revenue from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue
operations.
Risks Related to Clinical Development and Regulatory Approval
We are heavily dependent on the success of our two product candidates, eblasakimab (also known as ASLAN004) and farudodstat (also
known as ASLAN003) and we cannot give any assurance that eblasakimab or farudodstat will successfully complete clinical development
or receive regulatory approval, which is necessary before they can be commercialized.
Our business and future success is substantially dependent on our ability to successfully develop, obtain regulatory approval for, and
successfully commercialize eblasakimab and farudodstat. Any delay or setback in the development of eblasakimab or farudodstat could
materially and adversely affect our business and operations and cause the price of our ADSs or ordinary shares to decline. Should our
planned clinical development of eblasakimab and farudodstat fail to be completed in a timely manner or at all, we will need to acquire new
preclinical product candidates, which will require additional time and resources to obtain regulatory approval and proceed with
commercialization. We cannot assure you that our planned clinical development for our product candidates will be completed in a timely
manner in our current indications, or at all, or that we will be able to obtain approval for any of our product candidates from the U.S. FDA, or
any comparable foreign regulatory authority.
Clinical development is a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be
predictive of future trial results. Failure can occur at any stage of clinical development. We have never completed a large scale pivotal
clinical trial for any product candidates or submitted an NDA or a BLA to the U.S. FDA or similar drug approval filings to comparable
foreign authorities.
Clinical testing is expensive and takes many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during
the clinical trial process. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the
results of subsequent clinical trials. We have a limited operating history and to date have not demonstrated our ability to complete large scale
pivotal clinical trials.
Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through
preclinical studies and initial clinical trials. In addition to the safety and efficacy traits of any product candidate, clinical trial failures may
result from a multitude of factors, including flaws in trial design, dose selection, placebo effect and patient enrollment criteria. A number of
companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse
safety profiles, notwithstanding promising results in earlier trials. Based upon negative or inconclusive results, we or any potential future
collaborator may decide, or regulators may require us, to conduct additional clinical trials or preclinical studies. In addition, data obtained
from trials and studies are susceptible to varying interpretations, and regulators may not interpret our data as favorably as we do, which may
delay, limit or prevent regulatory approval. Our future clinical trials may not be successful.
If any product candidate is found to be unsafe or lack efficacy, we will not be able to obtain regulatory approval for it and our business may
be materially harmed. For example, if the results of our Phase 2 clinical trial of farudodstat in alopecia areata (AA) or any other clinical trials
for our product candidates, demonstrate unexpected safety findings or do not achieve the primary efficacy endpoints, the prospects for
approval of these product candidates, as well the price of our ADSs and ordinary shares and our ability to create shareholder value would be
materially and adversely affected.
8
In some instances, there can be significant variability in safety and/or efficacy results between different trials of the same product candidate
due to numerous factors, including changes in trial protocols, differences in composition of the patient populations, adherence to the dosing
regimen and other trial protocols and the dropout rate among clinical trial participants. For example, we could be required to use a primary
endpoint in our pivotal trials that is different from endpoints in our Phase 2 clinical trials, which could result in negative or less compelling
efficacy results in pivotal trials despite promising results in Phase 2 clinical trials. We do not know whether any future clinical trials we may
conduct will demonstrate consistent or adequate efficacy and safety to obtain regulatory approval to market our product candidates. If we are
unable to complete clinical development for any of our current or future product candidates, our ability to create long-term shareholder value
will be limited.
Interim, top-line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient
data become available and are subject to audit and verification procedures that could result in material changes in the final data.
From time to time, we may publicly disclose preliminary or top-line data from our preclinical studies and clinical trials, which is based on a
preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more
comprehensive review of the data related to the particular study or trial. We also make assumptions, estimations, calculations and conclusions
as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the
top-line or preliminary results that we report may differ from future results of the same studies, or different conclusions or considerations
may qualify such results, once additional data have been received and fully evaluated.
Top-line data also remain subject to audit and verification procedures that may result in the final data being materially different from the
preliminary data we previously published. As a result, top-line data should be viewed with caution until the final data are available.
From time to time, we may also disclose interim data from our preclinical studies and clinical trials. Interim data from clinical trials that we
may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and
more patient data become available or as patients from our clinical trials continue other treatments for their disease. Material and adverse
differences between preliminary or interim data and final data could significantly harm our business prospects. Further, disclosure of interim
data by us or by our competitors could result in volatility in the price of our ADSs or ordinary shares.
Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimations, calculations, conclusions or
analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the
approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information
we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or
others may not agree with what we determine is material or otherwise appropriate information to include in our disclosure. If the interim, top-
line, or preliminary data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions
reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could harm our business,
operating results, prospects or financial condition.
Delays in clinical trials are common and have many causes, and any delay could result in increased costs to us and jeopardize or delay
our ability to obtain regulatory approval and commence product sales.
We may experience delays in clinical trials of our product candidates. Our planned clinical trials may not begin on time, have an effective
design, enroll a sufficient number of patients, or be completed on schedule, if at all. Our clinical trials can be delayed for a variety of reasons,
including:
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Inability to raise funding necessary to initiate or continue a trial;
Delays in obtaining regulatory approval to commence a trial;
Delays in reaching agreement with the U.S. FDA or other regulatory authorities on final trial design;
Imposition of a clinical hold for safety reasons or following an inspection of our clinical trial operations or trial or
manufacturing sites by the U.S. FDA or other regulatory authorities;
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Delays in reaching agreement on acceptable terms with prospective contract research organizations (CROs) and clinical trial
sites;
Delays in obtaining required institutional review board (IRB) approval at each site;
Delays in recruiting suitable patients to participate in a trial;
Delays in having patients complete participation in a trial or return for post-treatment follow-up;
Clinical sites dropping out of a trial to the detriment of enrollment;
Time required to add new clinical sites;
Delays by our contract manufacturers to produce and deliver sufficient supply of clinical trial materials; or
Disruptions caused by man-made or natural disasters or public health epidemics or pandemics or other business interruptions,
including, for example, the ongoing conflicts between Ukraine and Russia and in the Middle East.
We could also experience delays if physicians encounter unresolved ethical issues associated with enrolling patients in clinical trials of our
product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be
suspended or terminated by us, the IRBs for the institutions in which such trials are being conducted, recommended for termination by any
data monitoring committee for such trial, or by the U.S. FDA or other regulatory authorities due to a number of factors, including failure to
conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of clinical trial or manufacturing
sites by the U.S. FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side
effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack
of adequate funding to continue the clinical trial. Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely
conduct of our clinical trials and while we have agreements governing their committed activities, we have limited influence over their actual
performance. If we experience termination of, or delays in the completion of, any clinical trial of our product candidates, the commercial
prospects for our product candidates will be harmed, and our ability to generate product revenues will be delayed. In addition, any delays in
completing our clinical trials will increase our costs and slow down our product development and approval process. Any of these occurrences
may harm our business, prospects, financial condition and results of operations significantly.
Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial
of regulatory approval for our product candidates.
Because we have multiple product candidates in our pipeline and are considering a variety of target indications, we may expend our
limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that
may be more profitable or for which there is a greater likelihood of success.
Because we have limited financial and managerial resources, we must focus our research and development efforts on those product
candidates and specific indications that we believe are the most promising. As a result, we may forego or delay pursuit of opportunities with
other product candidates or other indications that later prove to have greater commercial potential. Our resource allocation decisions may
cause us to fail to capitalize on viable commercial products or profitable market opportunities.
We may in the future spend our resources on other research programs and product candidates for specific indications that ultimately do not
yield any commercially viable products. Furthermore, if we do not accurately evaluate the commercial potential or target addressable market
for a particular product candidate, we may relinquish valuable rights to that product candidate through collaboration, licensing or other
royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization
rights.
Our product candidates may cause adverse events or have other properties that could delay or prevent their regulatory approval or limit
the scope of any approved label or market acceptance.
Adverse events (AEs) caused by our product candidates or other potentially harmful characteristics of our product candidates could cause us,
other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt clinical trials and could result in the denial of
regulatory approval.
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Serious AEs observed in any of our clinical trials may adversely impact our ability to obtain regulatory approval for our product candidates.
Further, if any of our approved products cause serious or unexpected side effects after receiving market approval, a number of potentially
significant negative consequences could result, including:
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Regulatory authorities may withdraw their approval of the product or impose restrictions on its distribution;
Regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;
• We may be required to change the way the product is administered or conduct additional clinical studies;
• We could be sued and held liable for harm caused to patients; or
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Our reputation may suffer.
Any of these events could prevent us from achieving or maintaining market acceptance of the affected product candidate and could
substantially increase the costs of commercializing our product candidates.
The regulatory approval processes of the U.S. FDA and comparable foreign authorities are lengthy, time consuming and inherently
unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially
harmed.
The time required to obtain approval by the U.S. FDA and comparable foreign authorities is unpredictable but typically takes many years
following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory
authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during
the course of a product candidate’s clinical development and may vary among jurisdictions. For example, we cannot guarantee that our Phase
2b clinical trial of eblasakimab in atopic dermatitis (AD) will be sufficient to allow subsequent development or that the U.S. FDA or
comparable foreign regulatory authorities will not require additional or different clinical trials prior to subsequent development of
eblasakimab or that the required primary endpoints in subsequent pivotal trials or other clinical trials will not be different than those in Phase
2 clinical trials.
Our product candidates could fail to receive regulatory approval for many reasons, including the following:
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The U.S. FDA or comparable foreign regulatory authorities may disagree with the design, scope or implementation of our
clinical trials;
• We may be unable to demonstrate to the satisfaction of the U.S. FDA or comparable foreign regulatory authorities that a
product candidate is safe and effective for its proposed indication;
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The results of clinical trials may not meet the level of statistical significance required by the U.S. FDA or comparable foreign
regulatory authorities for approval;
• We may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;
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The U.S. FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical
studies or clinical trials;
The data collected from clinical trials of our product candidates may not be sufficient to support the submission of an NDA,
BLA or other submission or to obtain regulatory approval in the United States or elsewhere;
The U.S. FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes or facilities of
third-party manufacturers with which we contract for clinical and commercial supplies; and
The approval policies or regulations of the U.S. FDA or comparable foreign regulatory authorities may change significantly in
a manner rendering our clinical data insufficient for approval.
This lengthy approval process, as well as the unpredictability of future clinical trial results, may result in our failure to obtain regulatory
approval to market our product candidates, which would harm our business, results of operations and prospects significantly.
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In addition, even if we were to obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited
indications than we request, may not approve the price we intend to charge for our products, may grant approval contingent on the
performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does not include the labeling claims
necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could harm the
commercial prospects for our product candidates.
We have not previously submitted an NDA, BLA or any similar drug approval filing to the U.S. FDA or any comparable foreign authority for
any product candidate, and we cannot be certain that any of our product candidates will be successful in clinical trials or receive regulatory
approval. Further, our product candidates may not receive regulatory approval even if they are successful in clinical trials. If we do not
receive regulatory approvals for our product candidates, we may not be able to continue our operations. Even if we successfully obtain
regulatory approvals to market one or more of our product candidates, our revenue will be dependent, to a significant extent, upon the size of
the markets in the territories for which we gain regulatory approval. If the markets for patients or indications that we are targeting are not as
significant as we estimate, we may not generate significant revenue from sales of such products, if approved.
Even if we obtain regulatory approval for our product candidates, we will still face extensive regulatory requirements and our products
may face future development and regulatory difficulties.
Even if we obtain regulatory approval in the United States or other markets, the U.S. FDA or comparable foreign regulatory authorities, as
applicable, may still impose significant restrictions on the indicated uses or marketing of our product candidates, or impose ongoing
requirements for potentially costly post-approval studies or post-market surveillance. Our product candidates, if approved, will also be
subject to ongoing U.S. FDA and/or other applicable regulatory requirements governing the labeling, packaging, storage, distribution, safety
surveillance, advertising, promotion, record-keeping and reporting of safety and other post-market information. The holder of an approved
NDA or BLA is obligated to monitor and report AEs and any failure of a product to meet the specifications in the NDA or BLA, as
applicable. The holder of an approved NDA or BLA must also submit new or supplemental applications and obtain U.S. FDA approval for
certain changes to the approved product, product labeling or manufacturing process. Advertising and promotional materials must comply
with U.S. FDA rules and are subject to U.S. FDA review, in addition to other potentially applicable federal and state laws.
In addition, manufacturers of drug products and their facilities are subject to payment of user fees and continual review and periodic
inspections by the U.S. FDA and other regulatory authorities for compliance with current good manufacturing practices (cGMP) and
adherence to commitments made in the NDA. If we or a regulatory agency discovers previously unknown problems with a product, such as
AEs of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose
restrictions relative to that product or the manufacturing facility, including requiring recall or withdrawal of the product from the market or
suspension of manufacturing.
If we fail to comply with applicable regulatory requirements following approval of a product candidate, a regulatory agency may take a
number of actions, including:
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Issue a warning letter asserting that we are in violation of the law;
Seek an injunction or impose civil or criminal penalties or monetary fines;
Suspend or withdraw regulatory approval;
Suspend any ongoing clinical trials;
Refuse to approve a pending NDA or supplements to an NDA submitted by us;
Seize product; or
Refuse to allow us to enter into supply contracts, including government contracts.
In particular, we may seek accelerated approval from the U.S. FDA for our product candidates which will likely require a further
confirmatory trial. If this confirmatory trial is not successful, we will be required to withdraw our product candidate from the U.S. market and
potentially other markets.
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Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could
generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our products
and generate revenue.
In addition, if any of our product candidates are approved and we are found to have improperly promoted off-label uses of those products, we
may become subject to significant liability. The U.S. FDA and other regulatory agencies strictly regulate the promotional claims that may be
made about prescription products, such as our product candidates, if approved. In particular, a product may not be promoted for uses that are
not approved by the U.S. FDA or such other regulatory agencies as reflected in the product’s approved labeling. If we are found to have
promoted such off-label uses, we may become subject to significant liability, which would materially adversely affect our business and
financial condition.
Even if we obtain U.S. FDA approval for our product candidates in the United States, we may never obtain approval to commercialize our
product candidates outside of the United States, which would limit our ability to realize their full market potential.
In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory
requirements of other countries regarding safety and efficacy. Clinical trials conducted in one country may not be accepted by regulatory
authorities in other countries, and regulatory approval in one country does not mean that regulatory approval will be obtained in any other
country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative
review periods.
Seeking foreign regulatory approval could result in difficulties and costs for us and require additional non-clinical studies or clinical trials
which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the
introduction of our products in those countries. We do not have any product candidates approved for sale in any jurisdiction, including
international markets, and we do not have experience in obtaining regulatory approval in international markets. If we fail to comply with
regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international
markets are delayed, our target market will be reduced and our ability to realize the full market potential of our products will be harmed.
We rely on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry out their
contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product
candidates and our business could be substantially harmed.
We have relied upon and plan to continue to rely upon third-party CROs to conduct our preclinical studies and clinical trials, including
investigator-initiated studies sponsored by the investigator’s institution, and control only certain aspects of their activities. Nevertheless, we
are responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol, legal, regulatory and scientific
standards and our reliance on the CROs does not relieve us of our regulatory responsibilities. We and our CROs are required to comply with
U.S. FDA laws and regulations regarding current good clinical practice (cGCP) which are also required by the Competent Authorities of the
Member States of the European Economic Area and comparable foreign regulatory authorities in the form of International Council for
Harmonization (ICH) guidelines for all of our products in clinical development. Regulatory authorities enforce cGCP through periodic
inspections of trial sponsors, principal investigators and trial sites. If we or any of our CROs fail to comply with applicable cGCP, the clinical
data generated in our clinical trials may be deemed unreliable and the U.S. FDA or comparable foreign regulatory authorities may require us
to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given
regulatory authority, such regulatory authority will determine that any of our clinical trials comply with cGCP regulations. In addition, our
U.S. clinical trials must be conducted with product produced under cGMP regulations. While we have agreements governing activities of our
CROs, we have limited influence over their actual performance. In addition, portions of the clinical trials for our product candidates are
expected to be conducted at various locations great distances from where our operations are located in the U.S. and Singapore, which will
make it more difficult for us to monitor CROs and perform visits of our clinical trial sites and will force us to rely heavily on CROs to ensure
the proper and timely conduct of our clinical trials and compliance with applicable regulations, including cGCP. Failure to comply with
applicable regulations in the conduct of the clinical trials for our product candidates may require us to repeat clinical trials, which would
delay the regulatory approval process.
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Some of our CROs have an ability to terminate their respective agreements with us if, among other reasons, it can be reasonably
demonstrated that the safety of the subjects participating in our clinical trials warrants such termination, if we make a general assignment for
the benefit of our creditors or if we are liquidated. If any of our relationships with these third-party CROs terminate, we may not be able to
enter into arrangements with alternative CROs or to do so on commercially reasonable terms. In addition, our CROs are not our employees,
and except for remedies available to us under our agreements with such CROs, we cannot control whether or not they devote sufficient time
and resources to our preclinical and clinical programs. If CROs do not successfully carry out their contractual duties or obligations or meet
expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure
to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated
and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. Consequently, our results of
operations and the commercial prospects for our product candidates would be harmed, our costs could increase substantially and our ability
to generate revenue could be delayed significantly.
Switching or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural
transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired
clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not
encounter challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business,
financial condition and prospects.
Risks Related to Our Business Operations and Industry
Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.
We are highly dependent on the principal members of our executive team, the loss of whose services may adversely impact the achievement
of our objectives. While we have entered into employment agreements with each of our executive officers, any of them could leave our
employment at any time, subject to any applicable notice requirements. Recruiting and retaining other qualified employees for our business,
including scientific and technical personnel, will also be critical to our success. Competition for skilled personnel is intense and the turnover
rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition among numerous
pharmaceutical companies for individuals with similar skill sets. In addition, failure to succeed in clinical studies may make it more
challenging to recruit and retain qualified personnel. The inability to recruit or loss of the services of any executive or key employee might
impede the progress of our development and commercialization objectives.
We will need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our
operations.
As of December 31, 2023, we had 35 full-time employees. In the future we may expand our employee base to increase our managerial,
scientific, clinical, operational, financial and other resources, to add a sales and marketing function and to hire more consultants and
contractors. Future growth would impose significant additional responsibilities on our management, including the need to identify, recruit,
maintain, motivate and integrate additional employees, consultants and contractors.
Also, our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a
substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations,
which may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and
reduced productivity among remaining employees. Future growth could require significant capital expenditures and may divert financial
resources from other projects, such as the development of our existing or future product candidates. If our management is unable to
effectively manage our growth, our expenses may increase more than expected, our ability to generate and grow revenue could be reduced,
and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize our product
candidates, if approved, and compete effectively will depend, in part, on our ability to effectively manage any future growth.
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The terms of our loan agreements place restrictions on our operating and financial flexibility. If we raise additional capital through debt
financing, the terms of any new debt could further restrict our ability to operate our business.
In July 2021, we entered into a loan agreement with K2 HealthVentures LLC (K2HV) and certain parties related to K2HV, pursuant to which
K2HV agreed to provide a four-year facility for up to $45 million (the K2HV Facility). The K2HV Facility consists of a $20 million initial
term loan funded at closing, with the remaining $25 million available in tranches subject to certain terms and conditions. In January 2022, the
conditions to the second tranche having been satisfied, we drew down the second tranche of $5 million in full and the funds were received in
February 2022. Borrowings under the K2HV Facility, before the loan agreement was subsequently amended, were secured with a pledge of
the borrowers’ equity interests in subsidiaries and collateral over all of our cash, goods and other personal property, with the exception of (i)
our registered intellectual property assets, (ii) personal property to the extent that granting of security over any such personal property would
constitute a breach of or result in the termination of, or require any consent not obtained under, any license, agreement, instrument or other
document evidencing or giving rise to such property, or is otherwise prohibited by any requirement of law, and (iii) our equity interests in
Jaguahr Therapeutics Pte. Ltd (JAGUAHR). Such pledge and collateral may be enforced only if there has been an event of default as
stipulated in the K2HV Facility.
On June 30, 2023, we entered into a First Amendment to the K2HV Facility (Loan Amendment) with K2HV to, among other things, extend
the interest-only period under the K2HV Facility to November 1, 2023, February 1, 2024 or August 1, 2024, dependent on our achievement
of certain milestones.
On December 6, 2023, we entered into an amendment (Second Amendment) of K2HV Facility pursuant to which K2HV agreed to extend the
period under the K2HV Facility in which we are not required to make payments with respect to the outstanding principal amount (during
which period interest payments continue to become due and payable in accordance with the terms of the K2HV Facility). The first date from
which we are required to make monthly payments of principal is now January 1, 2025. In addition, pursuant to the Second Amendment, (i)
we made a payment of $12.0 million to the administrative agent, which has been applied to the outstanding principal under the Loan
Agreement (Prepayment) and (ii) the lenders and the administrative agent waived a prepayment fee of 2.0% that otherwise would have been
required under the Loan Agreement with respect to the Prepayment. After giving effect to the Prepayment, $13.0 million of principal will
remain outstanding under the Loan Agreement. In connection with the Second Amendment, K2HV received a lien on certain of our
intellectual property, subject to customary exceptions.
As of December 31, 2023, we were in full compliance with the K2HV Facility and there have been no events of default.
Borrowings under the K2HV Facility can be used to advance the clinical development of farudodstat, eblasakimab, and general corporate
purposes. The K2HV Facility includes customary affirmative and negative covenants applicable to us and our subsidiaries, including, among
other things, restrictions on indebtedness, liens, investments, mergers, dispositions, cash management, dividends and other distributions.
ASLAN Pharmaceuticals Pte. Ltd., a private company limited by shares formed under the laws of the Republic of Singapore, is the guarantor
of the K2HV Facility. In addition, the K2HV Facility also includes customary events of default, including, but not limited to, failure to pay
interest, principal and fees or other amounts when due, material misrepresentations or misstatements, covenant defaults, certain cross defaults
to other material indebtedness, certain judgment defaults and events of bankruptcy or insolvency. Upon the occurrence and continuance of an
event of default, the lenders may declare all outstanding obligations immediately due and payable and take such other actions as set forth in
the loan agreement and other loan documents.
If we are liquidated, the rights of our lenders to repayment would be senior to the rights of the holders of our ordinary shares including
ordinary shares represented by ADSs to receive any proceeds from the liquidation. Any declaration by our lenders of an event of default
could significantly harm our business and prospects and could cause the price of our ordinary shares and ADSs to decline. If we raise any
additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.
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We may face potential product liability, and, if successful claims are brought against us, we may incur substantial liability.
The use of our product candidates in clinical trials and the sale of any products for which we obtain marketing approval exposes us to the risk
of product liability claims. Product liability claims might be brought against us by consumers, healthcare providers, pharmaceutical
companies or others selling or otherwise coming into contact with our products and product candidates. If we cannot successfully defend
against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product
liability claims may result in:
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Impairment of our business reputation;
• Withdrawal of clinical trial participants;
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Costs due to related litigation;
Distraction of management’s attention from our primary business;
Substantial monetary awards to patients or other claimants;
The inability to commercialize our product candidates; and
Decreased demand for our product candidates, if approved for commercial sale.
Our current clinical trial liability insurance coverage may not be sufficient to reimburse us for any expenses or losses we may suffer.
Moreover, insurance coverage is becoming increasingly expensive and in the future we may not be able to maintain insurance coverage at a
reasonable cost or in sufficient amounts to protect us against losses due to liability. If and when we obtain marketing approval for our product
candidates, we intend to expand our insurance coverage to include the sale of commercial products; however, we may be unable to obtain
product liability insurance on commercially reasonable terms or in adequate amounts. On occasion, large judgments have been awarded in
class action lawsuits based on drugs that had unanticipated AEs. A successful product liability claim or series of claims brought against us
could cause the price of our ADSs or ordinary shares to decline and, if judgments exceed our insurance coverage, could adversely affect our
results of operations and business.
If our information technology systems or those of third parties upon which we rely, or our data are or were compromised, we could
experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions;
litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse
consequences.
In the ordinary course of our business, we and the third parties upon which we rely process sensitive data, and, as a result, we and the third
parties upon which we rely face a variety of evolving threats, that could cause security incidents. Cyberattacks, malicious internet-based
activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive data and
information technology systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are
becoming increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors,
“hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-
supported actors.
Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for
geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and
the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could
materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our services.
We and the third parties upon which we rely are subject to a variety of evolving threats, including but not limited to social-engineering
attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malware (including
as a result of advanced persistent threat intrusions), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs,
server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, malicious code (such as
viruses and worms), personnel misconduct or error, denial-of-service attacks, credential stuffing, credential harvesting, telecommunications
failures, earthquakes, fires, floods, attacks enhanced or facilitated by artificial intelligence, and other similar threats.
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In particular, ransomware attacks are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations,
loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a
ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting
such payments.
Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees
utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in
public locations. Additionally, past or future business transactions (such as acquisitions or integrations) could expose us to additional
cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated
entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired
or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.
In addition, our reliance on third-party service providers could introduce new cybersecurity risks and vulnerabilities, including supply-chain
attacks, and other threats to our business operations. We rely on third-party service providers and technologies to operate critical business
systems to process sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, CROs, CMOs, data center
facilities, encryption and authentication technology, employee email, content delivery to customers, and other functions. We also rely on
third-party service providers to provide other products, services, parts, or otherwise to operate our business. Our ability to monitor these third
parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our
third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may
be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be
insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency
and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not
been compromised.
While we have security measures designed to protect against security incidents and detect vulnerabilities, there can be no assurance that these
measures will be effective. We take steps to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware
and/or software, including that of third parties upon which we rely). We may not, however, detect and remediate all such vulnerabilities
including on a timely basis. Further, we may experience delays in developing and deploying remedial measures designed to address any such
identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized,
unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive data or our
information technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our
ability (and that of third parties upon whom we rely) to provide our services.
We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally, certain data
privacy and security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable
security measures to protect our information technology systems and sensitive data.
Applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers,
regulators, and investors, of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such
requirements could lead to adverse consequences.
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If we (or a third party upon whom we rely) experience a security incident, or are perceived to have experienced a security incident, we may
experience adverse consequences. These consequences may include: government enforcement actions (for example, investigations, fines,
penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive data (including
personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund
diversions; diversion of management attention; interruptions to our operations (including availability of data); financial loss; and other
similar harms. For example, the loss of clinical trial data from completed or future clinical trials could result in delays in our regulatory
approval efforts and significantly increase our costs to recover or reproduce the data.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our
contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources,
data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our
competitive advantage or market position. Additionally, sensitive data of the Company could be leaked, disclosed, or revealed as a result of
or in connection with our employees’, personnel’s, or vendors’ use of generative artificial intelligence (AI) technologies.
Our operations could be subject to natural disasters, health pandemics or epidemics and other business disruptions, which could have a
material adverse effect on our business, results of operation and financial condition.
Some of our operations, including in particular some of our clinical trials, are being conducted across areas that may be prone to natural
disasters, such as earthquakes, cyclones, monsoons and floods, which could cause interruptions to our operations. We do not have a disaster
recovery or business continuity plan in place to cover such natural disasters and may incur substantial expenses as a result of the absence or
limited nature of our internal or third-party service providers’ disaster recovery and business continuity plans, which could have a material
adverse effect on our business.
Any occurrence of these natural disasters or pandemic diseases or other adverse public health developments in the areas in which we operate
our clinical trials could disrupt or delay our business operations or clinical development, which could materially adversely affect our
business.
Our business could continue to be adversely affected by the effects of health pandemics or epidemics.
Our business could continue to be adversely affected by the effects of health pandemics or epidemics. The COVID-19 pandemic resulted in
travel restrictions, quarantine orders and other restrictions by governments to reduce the spread of the disease. The effects of restrictions
imposed in the event of a pandemic or of other health epidemics, and our related workplace policies, may negatively impact productivity,
disrupt our business and delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of
the restrictions and other limitations on our ability to conduct our business in the ordinary course. These and similar, and perhaps more
severe, disruptions in our operations could negatively impact our business, operating results and financial condition.
Quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other restrictions on the
conduct of business operations could occur, could impact personnel at third-party manufacturing facilities, or the availability or cost of
materials, which would disrupt our supply chain. While many of these materials may be obtained by more than one supplier, port closures
and other restrictions resulting from the coronavirus outbreak in the region or other regions may disrupt our supply chain or limit our ability
to obtain sufficient materials for our product candidates.
We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems or the global
economy as a whole. These effects could have a material impact on our operations, or the operations of third parties on whom we rely.
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Our business is subject to economic, political, regulatory and other risks associated with international operations.
As a company with significant operations in Singapore, our business is subject to risks associated with conducting business outside of the
United States. Many of our suppliers and collaborative and clinical trial relationships are located outside the United States. Accordingly, our
future results could be harmed by a variety of factors, including:
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Economic weakness, including inflation, or political instability;
Differing and changing regulatory requirements for drug approvals;
Differing jurisdictions could present different issues for securing, maintaining or obtaining freedom to operate in such
jurisdictions;
Potentially reduced protection for intellectual property rights;
Difficulties in compliance with local laws and regulations;
Changes in local regulations and customs, tariffs and trade barriers;
Changes in currency exchange rates, including the Singapore dollar;
Changes in macroeconomic conditions or a specific country’s or region’s political or economic environment, including bank
failures;
Trade protection measures, import or export licensing requirements or other restrictive actions;
Differing reimbursement regimes and price controls;
Negative consequences from changes in tax laws;
Compliance with tax, employment, immigration and labor laws for employees;
• Workforce uncertainty in countries where labor unrest is more common than in the United States;
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Difficulties associated with staffing and managing international operations, including differing labor relations;
Production shortages resulting from any events affecting raw material supply or manufacturing capabilities;
Disruptions on us or our strategic partners, third-party manufacturers, suppliers and other third parties upon which we rely
resulting from the impact of public health epidemics or pandemics (including, for example, the COVID-19 pandemic); and
Business interruptions resulting from geo-political actions, including war, such as the ongoing conflict between Russia and
Ukraine and ongoing conflicts in the Middle East, and terrorism, or natural disasters including typhoons, floods and fires.
We are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards,
policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could
lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties;
disruptions of our business operations; reputational harm; and other adverse business consequences.
In the ordinary course of business, we collect, receive, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of,
transmit, share and store (collectively, process) personal data and other sensitive data, including proprietary and confidential business data,
trade secrets, intellectual property, data we collect about trial participants in connection with clinical trials, sensitive third-party data, and
employee and patient data (collectively, sensitive data).
Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance,
industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy
and security.
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In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including health
information privacy laws, data breach notification laws, personal data privacy laws, and consumer protection laws (e.g., Section 5 of the
Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). For example, the federal Health Insurance Portability and
Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH),
imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health data.
In the past few years, numerous U.S. states—including California, Virginia, Colorado, Connecticut, and Utah—have enacted comprehensive
privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording
residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete
certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-
making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose
stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact
assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as
amended by the California Privacy Rights Act of 2020 (CPRA) (collectively, CCPA) applies to personal data of consumers, business
representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and
honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines up to $7,500 per intentional violation and
allows private litigants affected by certain data breaches to recover significant statutory damages. Although the CCPA exempts some data
processed in the context of clinical trials, the CCPA may increase compliance costs and potential liability with respect to other personal data
we maintain about California residents.
Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar
laws in the future. While these states, like the CCPA, also exempt some data processed in the context of clinical trials, these developments
may further complicate compliance efforts, and increase legal risk and compliance costs for us and the third parties upon whom we rely.
Outside the United States, an increasing number of laws, regulations, and industry standards may govern data privacy and security. For
example, because we are headquartered in Singapore, we may be subject to Singapore’s Personal Data Protection Act of 2012 (PDPA), which
generally requires covered organizations to provide notice and obtain consents prior to the collection, use, or disclosure of personal data. The
PDPA also provides individuals with certain rights regarding their personal data and imposes certain compliance obligations related to
accountability, protection, transfer, and permitted uses of personal data.
Other foreign jurisdictions have enacted statutes imposing strict requirements for processing personal data, such as the European Union’s
General Data Protection Regulation (EU GDPR), the United Kingdom’s GDPR (UK GDPR), Singapore’s Personal Data Protection Act, and
Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA). For example, under the EU GDPR, companies may face
temporary or definitive bans on data processing, other corrective actions, fines of up to 20 million Euros or 4% of annual global revenue,
whichever is greater, or private litigation related to processing of personal data brought by classes of data subject or consumer protection
groups authorized at law to represent their interests.
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In addition, we may be unable to transfer personal data from Europe and other jurisdictions to the United States or other countries due to data
localization requirements or limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be
localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (EEA) and the United
Kingdom (UK) have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it
generally believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border
data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the
United States in compliance with law, such as the EEA’s standard contractual clauses, the UK’s International Data Transfer Agreement /
Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based
organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is
no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner
for us to transfer personal data from the EEA, the UK, or other jurisdictions to the United States, or if the requirements for a legally-
compliant transfer are too onerous, we may face significant adverse consequences, including the interruption or degradation of our
operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as Europe) at significant
expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners,
vendors, and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business.
Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject
to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to
suspend or permanently cease certain transfers of personal data out of Europe for allegedly violating cross-border data transfer limitations.
We publish privacy policies and other statements regarding data privacy and security. If these policies or statements are found to be deficient,
lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by
regulators, or other adverse consequences.
Our employees and personnel may use generative AI technologies to perform their work, and the disclosure and use of personal data in
generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass
additional laws regulating generative AI. Our use of this technology could result in additional compliance costs, regulatory investigations and
actions, and lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages.
In addition to data privacy and security laws, we are contractually subject to industry standards adopted by industry groups and may become
subject to such obligations in the future. We are also bound by other contractual obligations related to data privacy and security, and our
efforts to comply with such obligations may not be successful.
Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing, becoming increasingly
stringent, and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be
inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources,
which may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process
personal data on our behalf.
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We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover,
despite our efforts, our personnel or third parties on whom we rely may fail to comply with such obligations, which could negatively impact
our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable
data privacy and security obligations we could face significant consequences, including but not limited to: government enforcement actions
(e.g., investigations, fines, penalties, audits, inspections, and similar), litigation (including class-action claims) and mass arbitration demands,
additional reporting requirements and/or oversight, orders to destroy or not use personal data, the inability to process sensitive data,
regulatory scrutiny, disruptions to our operations (including our ability to conduct clinical trials), diversion of time and effort, and/or adverse
publicity and could negatively affect our operating results and business. In particular, plaintiffs have become increasingly more active in
bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the
recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the
volume of data and the number of violations. Any of these events could have a material adverse effect on our reputation, business, or
financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations (including, as
relevant, clinical trials); inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize
our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business
model or operations.
Risks Related to Our Intellectual Property
If we are unable to obtain or protect intellectual property rights related to our current product candidates or any future product
candidates which we may develop, we may not be able to compete effectively in our market.
We rely upon a combination of patents, trade secret protection, confidentiality agreements and proprietary know-how, and intend to seek
marketing exclusivity for any approved product, in order to protect the intellectual property related to product candidates. The patent
prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all
necessary or desirable patent applications at a reasonable cost or in a timely manner. The strength of patents in the biotechnology and
pharmaceutical field involves complex legal and scientific questions, is highly uncertain, and has, in the recent years, been the subject of
much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. The
patent applications that we own or in-license may fail to result in issued patents with claims that cover our product candidates in the United
States or in other foreign countries for a number of reasons, including because of a finding of lack of novelty or that the claimed inventions
are already in the public domain. If this were to occur, early competition from third parties could be expected against our product candidates.
Even if patents do successfully issue, third parties may challenge their validity, enforceability or scope, which may result in such patents
being invalidated, rendered unenforceable, narrowed or deemed as not infringing. Also, a third party may challenge our ownership of patents
and patent applications assigned to us, or may challenge our exclusive rights to patents and patent applications that we license from third
parties. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property
or prevent others from circumventing our patents by developing products similar to or competing with our product candidates. If the patent
applications we hold with respect to our product candidates fail to issue or if their breadth or strength of protection is threatened, it could
dissuade companies from collaborating with us to develop them, and threaten our ability to commercialize any resulting products. We cannot
offer any assurances about which, if any, applications will issue as patents or whether any issued patents will be found not invalid and not
unenforceable or will go unthreatened by third parties. In addition, due to the amount of time required for the development, testing and
regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are
commercialized. Furthermore, patent applications by third parties can result in an interference proceeding in the United States being invoked
by a third party or instituted by us to determine who was the first to invent any of the subject matter covered by the patent claims of our
applications or patents.
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Because patent applications in the United States, Europe and many other jurisdictions are typically not published until 18 months after filing,
and because publications of discoveries in scientific literature lag behind actual discoveries, we cannot be certain that we were the first to
make the inventions claimed in our issued patents or pending patent applications, or that we were the first to file for protection of the
inventions set forth in our patents or patent applications. As a result, we may not be able to obtain or maintain protection for certain
inventions. Therefore, the enforceability and scope of our patents in the United States, Europe and in many other jurisdictions cannot be
predicted with certainty and, as a result, any patents that we own or license may not provide sufficient protection against competitors. We
may not be able to obtain or maintain patent protection from our pending patent applications, from those we may file in the future, or from
those we may license from third parties. Moreover, even if we are able to obtain patent protection, such patent protection may be of
insufficient scope to achieve our business objectives.
Moreover, some of our owned patents and patent applications are, and may in the future be, co-owned with third parties. For example, under
our license agreement with CSL Limited (CSL) we and CSL co-own certain intellectual property that we jointly developed prior to the
completion of the single ascending dose clinical trial for eblasakimab. While we currently have an exclusive license to CSL’s rights under
such co-owned intellectual property, if we are unable to maintain such exclusive license, or if we are unable to obtain and maintain an
exclusive license to any of our other third-party co-owners’ rights under any intellectual property that we co-own, such co-owners may be
able to license their rights to other third parties, including our competitors, and our competitors could market competing products and
technology. In addition, we may need the cooperation of any such co-owners of our patents in order to license and/or enforce such patents
against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our
competitive position, business, financial conditions, results of operations, and prospects.
Our inability to protect our confidential information and trade secrets would harm our business and competitive position.
In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary
know-how that is not patentable, processes for which patents are difficult to enforce and any other elements of our drug development process
that involve proprietary know-how, information or technology that is not covered by patents. Trade secrets can be difficult to protect. We
seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to
them, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors,
and other third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to
our trade secrets or proprietary technology and processes. Despite these efforts, any of these parties may breach the agreements and disclose
our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Furthermore,
we cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not
otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. If we are unable to
prevent material disclosure of the non-patented intellectual property related to our technologies to third parties, and there is no guarantee that
we will have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our market,
which could materially adversely affect our business, results of operations and financial condition.
We may not be able to protect our intellectual property and proprietary rights throughout the world.
Filing, prosecuting, and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and
the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able
to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made
using our inventions in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and,
further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the
United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or
sufficient to prevent them from competing. If we are unable to block the commercialization of these products, these products may erode our
commercial position in the marketplace.
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Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The
legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other
intellectual property rights, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in
violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights
in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our
patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third
parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any,
may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world
may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Several countries have compulsory licensing laws under which, in certain circumstances, a patent owner may be compelled to grant licenses
to third parties on low or no compensation. In addition, many countries limit the enforceability of patents against government agencies or
government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such
patent. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our
competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected.
If we fail to comply with our obligations in the agreements under which we license rights to technology from third parties, or if the license
agreements are terminated for other reasons, we could lose license rights that are important to our business.
We are heavily reliant upon licenses to certain patent rights and proprietary technology from third parties that are important or necessary to
the development of our product candidates. Accordingly, we are party to a number of technology licenses that are important to our business
and expect to enter into additional licenses in the future. For example, our rights to eblasakimab are the subject of an exclusive license
agreement with CSL. If we fail to comply with our obligations under our agreement with CSL (including, among other things, if we fail to
develop and commercialize eblasakimab in a proper, efficient, skillful, diligent and competent manner) or our other license agreements, or
we are subject to insolvency or liquidation, our licensors may have the right to terminate the license.
In addition, under our agreement with CSL, in the event of a change of control, we are required to receive CSL’s prior consent to engage in
such a transaction if the change of control, in CSL’s reasonable opinion, adversely affects our ability to carry out the development of
eblasakimab or would damage CSL’s reputation. A breach of this obligation may result in termination of the license. In the event that any of
our important technology licenses were to be terminated by the licensor, we may need to negotiate new or reinstated agreements, which may
not be available to us on equally favorable terms, or at all, or we could lose our rights under these agreements, including our rights to
intellectual property or technology important to our development programs, which would likely cause us to cease further development of the
related program, including eblasakimab. Furthermore, under certain of our collaboration agreements, our licensors may retain the right to
grant non-exclusive licenses to the licensed patents and technology to other academic or research institutions for non-commercial research
purposes, in which case we would not have exclusive rights to such licensed patents and technologies.
Our technology agreements under which we currently license intellectual property or technology to and from third parties are complex and
certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation
disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology,
increase what we believe to be our financial or other obligations under the relevant agreement or decrease the third party’s financial or other
obligations under the relevant agreement, any of which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
In addition, disputes may arise regarding intellectual property subject to a licensing agreement, including:
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The scope of rights granted under the license agreement and other interpretation-related issues;
The extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the
licensing agreement;
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The sublicensing of patent and other rights under our existing collaborative development relationships and any collaboration
relationships we might enter into in the future;
Our diligence obligations under the license agreement and what activities satisfy those diligence obligations;
The inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by
our current and future licensors and us; and
The priority of invention of patented technology.
We are generally also subject to all of the same risks with respect to protection of intellectual property that we license, as we are for
intellectual property that we own, which are described elsewhere under “Risks Related to Our Intellectual Property.” If we or our licensors
fail to adequately protect this intellectual property, our ability to commercialize products could suffer. Moreover, if disputes over intellectual
property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable
terms, we may be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse
effect on our business, financial conditions, results of operations, and prospects.
Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. There is a
substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the
biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions, reexamination, post-grant
review, inter partes review, and derivation proceedings before the U.S. Patent and Trademark Office (USPTO), and equivalent proceedings in
foreign jurisdictions (e.g., opposition proceedings). Numerous U.S. and foreign issued patents and pending patent applications which are
owned by third parties, exist in the fields in which we and our collaborators are developing product candidates. As the biotechnology and
pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may be subject to claims of
infringement of the patent rights of third parties.
Third parties may assert that we or our product candidates are infringing, misappropriating or otherwise violating their intellectual property
without authorization. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture
or methods for treatment related to the use or manufacture of our product candidates. Because patent applications can take many years to
issue, there may be currently pending patent applications which may later result in issued patents that our product candidates may infringe.
In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. If any third-
party patents were held by a court of competent jurisdiction to cover the manufacturing process of any of our product candidates, any drug
substance formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block our
ability to commercialize such product candidate unless we obtain a license under the applicable patents, which may not be available on
commercially reasonable terms or at all, or until such patents are invalidated or expire. Similarly, if any third-party patent were held by a
court of competent jurisdiction to cover aspects of our formulations or methods of use, the holders of any such patent may be able to block
our ability to develop and commercialize the applicable product candidate formulation or use unless we obtain a license, which may not be
available on commercially reasonable terms or at all, or until such patent expires. In either case, such a license may not be available on
commercially reasonable terms or at all.
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Parties making intellectual property claims against us may request and/or obtain injunctive or other equitable relief, which could effectively
block our ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their
merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. Even if we
believe any third-party intellectual property claims are without merit, there is no assurance that a court would find in our favor on questions
of validity, enforceability, priority, or non-infringement. In the event of a successful claim of infringement against us, we may have to pay
substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties,
pay royalties or redesign our infringing products or manufacturing processes, which may be impossible or require substantial time and
monetary expenditure. We cannot predict whether any such license would be available at all or whether it would be available on
commercially reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to advance
our research, manufacture clinical trial supplies or allow commercialization of our product candidates. The licensing or acquisition of third-
party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire
third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive
advantage over us due to their size, capital resources and greater clinical development or commercialization capabilities. In addition,
companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We may fail to obtain any of these licenses at
a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize one or more of our
product candidates, which could harm our business significantly. We cannot provide any assurances that third-party patents do not exist
which might be enforced against our products, resulting in either an injunction prohibiting our sales, or, with respect to our sales, an
obligation on our part to pay royalties and/or other forms of compensation to third parties.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time
consuming and unsuccessful.
Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file
infringement claims, which can be expensive and time-consuming. If we or one of our licensors were to initiate legal proceedings against a
third party to enforce a patent covering one of our products, the defendant could counterclaim that such patent is invalid or unenforceable. In
patent litigation in the United States or in Europe, defendant counterclaims alleging invalidity or unenforceability are commonplace. In
addition, in an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is unenforceable, may narrow
the scope of our or our licensor’s patents, or may refuse to stop the defendant from using the technology at issue on the grounds that our
patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our
patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.
Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions with respect to
our patents or patent applications or those of our collaborators or licensors. An unfavorable outcome could require us to cease using the
related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not
offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful,
may result in substantial costs and distract our management and other employees. We may not be able to prevent, alone or with our licensors,
misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the
United States.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that
some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public
announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive
these results to be negative, it could have a material adverse effect on the price of our ADSs.
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Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
Obtaining and enforcing patents in the biopharmaceutical industry involves both technological and legal complexity and is therefore costly,
time-consuming and inherently uncertain. Changes in either the patent laws or interpretation of the patent laws in the United States could
increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents.
Recent patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (Leahy-Smith Act),
could increase those uncertainties and costs. The Leahy-Smith Act includes provisions that affect the way patent applications are prosecuted,
redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, and may also
affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional
procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review
and derivation proceedings. In addition, assuming that other requirements for patentability are met, prior to March 15, 2013, in the United
States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application
was entitled to the patent. After March 15, 2013, under the Leahy-Smith Act, the United States transitioned to a first inventor to file system in
which, assuming that the other statutory requirements are met, the first inventor to file a patent application will be entitled to the patent on an
invention regardless of whether a third party was the first to invent the claimed invention. However, the Leahy-Smith Act and its
implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or
defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and
prospects.
In addition, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection
available in certain circumstances or weakening the rights of patent owners in certain situations. This combination of events has created
uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions by the U.S. Congress, the
U.S. courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change in
unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in
the future.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment
and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-
compliance with these requirements.
Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the
lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural,
documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases
be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which non-compliance can
(i) result in abandonment or lapse of, or (ii) otherwise affect the patentability of, the patent or patent application, resulting in partial or
complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or
patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and
failure to properly legalize and submit formal documents. If we or our licensors that control the prosecution and maintenance of our licensed
patents fail to maintain the patents and patent applications covering our product candidates, our competitors might be able to enter the
market, which would have a material adverse effect on our business.
27
In addition, as licensees we may not be responsible for or have control over the prosecution or enforceability of our licensed patents. In such
cases, we have to rely on the licensor to comply with the requisite obligations of the patent offices, including the duty of disclosure, filing
assignments, etc. We cannot guarantee that our licensed patents and patent applications will be prosecuted, maintained and enforced in a
manner consistent with the best interests of our business. As licensees, we may not be in a position to assess if these duties have been
complied with or have the ability to complete these duties on behalf of the licensor. Failure by our licensors to comply with such duties may
affect the enforceability of the patent rights, narrow the scope of our patent protection and, more generally, could affect the value of our
patent rights. If our patent protection is reduced or eliminated, we may not be able to prevent our competitors or other third parties from
developing or commercializing products similar to ours and may be required to cease development of our product candidates, which could
have a material adverse effect on our business.
If we do not obtain patent term extension for any product candidates we may develop, our business may be materially harmed.
Depending upon the timing, duration and specifics of any U.S. FDA marketing approval of any product candidates we may develop, one or
more of our owned or in-licensed U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent
Term Restoration Act of 1984 (Hatch-Waxman Amendments). The Hatch-Waxman Amendments permit a patent term extension of up to five
years as compensation for the patent term lost during the U.S. FDA regulatory review process. A patent term extension cannot extend the
remaining term of a patent beyond a total of 14 years from the date of product approval, only one patent may be extended and only those
claims covering the approved drug, a method for using it or a method for manufacturing it may be extended. However, we may not be
granted an extension because of, for example, failing to exercise due diligence during the testing phase or regulatory review process, failing
to apply within applicable deadlines, failing to apply prior to expiration of relevant patents, or otherwise failing to satisfy applicable
requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request. Similar issues
apply in the patent legal systems of other key markets such as the EU. If we are unable to obtain patent term extension or the term of any
such extension is less than we request, our competitors may obtain approval of competing products following our patent expiration, and our
business, financial condition, results of operations and prospects could be materially harmed.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential
information of third parties.
We employ individuals, and work with consultants or independent contractors, who were previously employed at other biotechnology or
pharmaceutical companies, including our competitors or potential competitors. We may be subject to claims that we or our employees,
consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information, including trade secrets, of
any such individual’s former employers or other third parties. We may also be subject to claims that former employers or other third parties
have an ownership interest in our patents. Litigation may be necessary to defend against these claims. If we fail in defending any such claims,
in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. There is no guarantee of success in
defending these claims, and even if we are successful, litigation could result in substantial cost and be a distraction to our management and
other employees.
In addition, while it is our policy to require our employees, consultants and independent contractors who may be involved in the conception
or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing
such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of
intellectual property rights may not be self-executing (and may require further action), or the assignment agreements may be breached, and
we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what
we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial condition, results of
operations, and prospects.
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If our trademarks and tradenames are not adequately protected, then we may not be able to build name recognition in our markets and
our business may be adversely affected.
We have registered or applied to register certain trademarks to protect our company name and plan to apply to register trademarks to cover
product names in the future once our product candidates are closer to commercialization. We cannot assure you that our trademark
applications will be approved or that we will seek registered trademark protection for each of our product names in each jurisdiction in which
we operate. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those
rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and in proceedings before
comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to
seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may
not survive such proceedings. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which
could result in loss of brand recognition and could require us to devote resources toward advertising and marketing new brands. Further, we
cannot assure you that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks.
Intellectual property rights do not necessarily address all potential threats.
The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations
and may not adequately protect our business or permit us to maintain our competitive advantage. For example:
•
Others may be able to make products that are similar to any product candidates we may develop or utilize similar technology
but that are not covered by the claims of the patents that we license or may own in the future;
• We, or our license partners or current or future collaborators, might not have been the first to make the inventions covered by
the issued patent or pending patent application that we license or may own in the future;
• We, or our license partners or current or future collaborators, might not have been the first to file patent applications covering
certain of our or their inventions;
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Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing
our owned or licensed intellectual property rights;
It is possible that our pending licensed patent applications or those that we may own in the future will not lead to issued
patents;
Issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our
competitors;
Our competitors might conduct research and development activities in countries where we do not have patent rights and then
use the information learned from such activities to develop competitive products for sale in our major commercial markets;
• We may not develop additional proprietary technologies that are patentable;
•
The patents of others may harm our business; and
• We may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently
file a patent covering such intellectual property.
Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations, and
prospects.
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Risks Related to Commercialization of Our Product Candidates
Our commercial success depends upon attaining significant market acceptance of our product candidates, if approved, among physicians,
healthcare payors, patients and the medical community.
Even if we obtain regulatory approval for our product candidates, the product may not gain market acceptance among physicians, healthcare
payors, patients and the medical community, which is critical to commercial success. Market acceptance of any product candidate for which
we receive approval depends on a number of factors, including:
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The efficacy and safety as demonstrated in clinical trials;
The timing of market introduction of the product candidate as well as competitive products;
The clinical indications for which the product candidate is approved;
Acceptance by physicians, the medical community and patients of the product candidate as a safe and effective treatment and
also the willingness of physicians to prescribe a drug based on an active pharmaceutical ingredient (API), that is less familiar to
them than other drug APIs;
The convenience of prescribing and initiating patients on the product candidate;
The potential and perceived advantages of such product candidate over alternative treatments;
The cost of treatment in relation to alternative treatments, including any similar generic treatments;
Favorable pricing and the availability of coverage and adequate reimbursement by third-party payors, such as government
authorities;
Relative convenience and ease of administration;
The prevalence and severity of adverse side effects; and
The effectiveness of sales and marketing efforts.
If our product candidates are approved but fail to achieve an adequate level of acceptance by physicians, healthcare payors, patients and the
medical community, we will not be able to generate significant revenue, and we may not become or remain profitable. In addition, even if
any of our product candidates gain acceptance, the markets for the treatment of patients with our target indications may not be as significant
as we estimate.
Our organization has no prior sales and marketing experience and resources.
We have never, as an organization, commercialized a product and there is no guarantee that we will be able to do so successfully. We will
need to establish a commercial team and hire sales forces in the geographies where we are permitted and intend to market our drugs. We will
also need to develop a marketing team and strategy in order to successfully market and sell our product candidates, which will require
significant time and resources and the development of our ability to market and sell our product and generate revenues from our product
candidates may be delayed or limited. We cannot assure you that our sales efforts will be effective or produce the results we expect. We will
be competing with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel.
Further, we may face difficulties or delays in obtaining and maintaining the required licenses and permits to sell our product candidates in
individual states and jurisdictions. If the commercialization of any of our product candidates is unsuccessful or perceived as disappointing,
the price of our ADSs or ordinary shares could decline significantly and the long-term success of the product and our company could be
harmed.
We may also seek to establish collaborations with pharmaceutical companies to maximize the potential of our products in other markets. For
example, we have conducted a Phase 2b clinical trial to develop eblasakimab as a treatment for AD, and, we are seeking a global partner to
support Phase 3 clinical trials and potential commercialization. We may not be successful in establishing development and commercialization
collaborations which could adversely affect, and potentially prohibit, our ability to develop our product candidates.
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Part of our business strategy is to establish collaborative relationships to commercialize and fund development and approval of certain of
our product candidates. We may not succeed in establishing and maintaining collaborative relationships, which may significantly limit
our ability to develop and commercialize products, for which we pursue this commercialization strategy.
We will need to establish and maintain successful collaborative relationships to obtain sales, marketing and distribution capabilities for the
product candidates we do not intend to commercialize ourselves. The process of establishing and maintaining collaborative relationships is
difficult, time-consuming and involves significant uncertainty, including:
• We may have limited control over the decisions of any partners and they may change the priority of any programs in a manner
that would result in termination or significant delays to a partnered program;
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Our ability to generate future payments and royalties from any partners will depend upon the ability of a partner to obtain
regulatory approvals and achieve market acceptance of products developed from our product candidates;
A partner may fail to properly initiate, maintain or defend our intellectual property rights, where applicable, or a party may use
our proprietary information in such a way as to invite litigation that could jeopardize or potentially invalidate our proprietary
information or expose us to potential liability;
A partner may not devote sufficient capital or resources towards our product candidates; and,
A partner may not comply with applicable government regulatory requirements necessary to successfully market and sell our
products.
If any collaborator fails to fulfill its responsibilities in a timely manner, or at all, any clinical development, manufacturing or
commercialization efforts pursuant to that collaboration could be delayed or terminated, or it may be necessary for us to assume
responsibility for expenses or activities that would otherwise have been the responsibility of our collaborator. If we are unable to establish
and maintain collaborative relationships on acceptable terms or to successfully and timely transition terminated collaborative agreements, we
may have to delay or discontinue further development of one or more of our product candidates, undertake development and
commercialization activities at our own expense or find alternative sources of capital.
Attempting to secure additional financing for a product candidate may also lead to the risks discussed under the risk factor titled “We will
need to obtain substantial amounts of financing for our operations, and if we fail to obtain additional financing, we may be forced to delay,
reduce or eliminate our product development programs or commercialization efforts” described above.
We rely completely on third parties to manufacture our preclinical and clinical drug supplies and we intend to rely on third parties to
produce commercial supplies of any approved product candidate.
If we were to experience an unexpected loss of supply of our product candidates for any reason, whether as a result of manufacturing, supply
or storage issues or otherwise (including, for example, any disruptions caused by the COVID-19 pandemic), we could experience delays,
disruptions, suspensions or terminations of, or be required to restart or repeat, clinical trials. We do not currently have nor do we plan to
acquire the infrastructure or capability internally to manufacture our preclinical and clinical drug supplies and we lack the resources and the
capability to manufacture any of our product candidates on a clinical or commercial scale. The facilities used by our contract manufacturers
or other third-party manufacturers to manufacture our product candidates must be approved by the U.S. FDA or other regulators pursuant to
inspections. While we work closely with our third-party manufacturers on the manufacturing process for our product candidates, including
quality audits, we generally do not control the implementation of the manufacturing process of, and are completely dependent on, our
contract manufacturers or other third-party manufacturers for compliance with cGMP regulatory requirements and for manufacture of both
active drug substances and finished drug products.
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If our contract manufacturers or other third-party manufacturers cannot successfully manufacture material that conforms to applicable
specifications and the strict regulatory requirements of the U.S. FDA or other regulators, they will not be able to secure and/or maintain
regulatory approval for their manufacturing facilities. In addition, we have no control over the ability of our contract manufacturers or other
third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the U.S. FDA or other regulators
do not approve these facilities for the manufacture of our product candidates or if they withdraw any such approval in the future, we may
need to find alternative manufacturing facilities, which could take several years and would significantly impact our ability to develop, obtain
regulatory approval for or market our product candidates, if approved.
We rely on our manufacturers to purchase from third-party suppliers the materials necessary to produce our product candidates for our
clinical trials. There are a limited number of suppliers of raw materials that we use to manufacture our product candidates and there may be a
need to assess alternate suppliers to prevent a possible disruption of the manufacture of the materials necessary to produce our product
candidates for our clinical trials, and if approved, for commercial sale. We do not have any control over the process or timing of the
acquisition of these raw materials by our manufacturers. Although we generally do not begin a clinical trial unless we believe we have a
sufficient supply of a product candidate to complete the clinical trial, any significant delay in the supply of a product candidate, or the raw
material components thereof, for an ongoing clinical trial due to the need to replace a contract manufacturer or other third-party manufacturer
could considerably delay completion of our clinical trials, product testing and potential regulatory approval of our product candidates. If our
manufacturers or we are unable to purchase these raw materials after regulatory approval has been obtained for our product candidates, the
commercial launch of our product candidates would be delayed or there would be a shortage in supply, which would impair our ability to
generate revenue from the sale of our product candidates.
We expect to continue to depend on contract manufacturers or other third-party manufacturers for the foreseeable future, and our
requirements for and dependence upon these third-party manufacturers will increase when and if one or more of our product candidates is
approved and commercialized. We have not entered into any long-term commercial supply agreements with our current contract
manufacturers or with any alternate contract manufacturers. Although we intend to do so prior to any commercial launch of our product
candidates, if approved by the U.S. FDA, in order to ensure that we maintain adequate supplies of finished drug product, we may be unable
to enter into such an agreement or do so on commercially reasonable terms, which could have a material adverse impact upon our business,
including delaying a product launch or subjecting our commercialization efforts to significant supply risk. Even if we are able to enter into
long-term agreements with manufacturers for commercial supply on reasonable terms, we may be unable to do so with sufficient time prior to
the launch of our product candidates, which would expose us to substantial supply risk and potentially jeopardize our launch.
Manufacturing issues may arise that could increase product and regulatory approval costs or delay commercialization.
As we scale up manufacturing of our product candidates and conduct required stability testing, product, packaging, equipment and process-
related issues may require refinement or resolution in order to proceed with our planned clinical trials and obtain regulatory approval for
commercial marketing. In the future, we may identify impurities, which could result in increased scrutiny by the regulatory agencies, delays
in our clinical program and regulatory approval, increases in our operating expenses, or failure to obtain or maintain approval for our product
candidates.
Guidelines and recommendations published by various organizations can reduce the use of our product candidates.
Government agencies promulgate regulations and guidelines directly applicable to us and to our product candidates. In addition, professional
societies, such as practice management groups, private health and science foundations and organizations involved in various diseases from
time to time may also publish guidelines or recommendations to the healthcare and patient communities. Recommendations of government
agencies or these other groups or organizations may relate to such matters as usage, dosage, route of administration and use of concomitant
therapies. Recommendations or guidelines suggesting the reduced use of our product candidates or the use of competitive or alternative
products as the standard of care to be followed by patients and healthcare providers could result in decreased use of our product candidates.
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We face significant competition from other biopharmaceutical companies, and our operating results will suffer if we fail to compete
effectively.
Our industry is intensely competitive and subject to rapid and significant technological change. While we believe that our development
platform, knowledge, experience and scientific resources provide us with competitive advantages, we face substantial competition from
multinational pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies, universities and other research
institutions worldwide. For example, there are several therapies currently in clinical development or awaiting regulatory approval for AD,
including lebrikizumab being developed by Dermira, Inc./Eli Lilly and Company. In addition, dupilumab, developed by Sanofi S.A. and
Regeneron Pharmaceuticals, Inc., and tralokinumab, developed by Leo Pharma A/S, are approved for the treatment of moderate-to-severe
AD.
Many of our competitors have significantly greater financial, clinical and human resources. Additionally, small and early-stage companies
may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. As a
result, our competitors may discover, develop, license or commercialize products before or more successfully than we do. Competition may
increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in
these industries. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis drug products or drug delivery
technologies that are more effective or less costly than our product candidates that we are currently developing or that we may develop.
We believe that our ability to successfully compete will depend on, among other things:
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The efficacy and safety of our product candidates, especially as compared to marketed products and product candidates in
development by third parties;
The time it takes for our product candidates to complete clinical development and receive marketing approval;
The ability to commercialize and market any of our product candidates that receive regulatory approval;
The price of our products;
• Whether coverage and adequate levels of reimbursement are available from third-party payors, such as private and
governmental health insurance plans, including Medicare;
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The duration of, and our ability to protect, intellectual property rights related to our product candidates;
The ability to manufacture on a cost-effective basis and sell commercial quantities of any of our product candidates that receive
regulatory approval; and
Acceptance of any of our product candidates that receive regulatory approval by physicians and other healthcare providers.
If our competitors market products that are more effective, safer or less expensive than our future products, if any, or that reach the market
sooner than our future products, if any, we may not achieve commercial success. Because we have limited research and development
capabilities, it may be difficult for us to stay abreast of the rapid changes in technology. If we fail to stay at the forefront of technological
change, we may be unable to compete effectively. Technological advances or products developed by our competitors may render our
technologies or product candidates obsolete, less competitive or not economical.
Price controls may adversely affect our future profitability.
In certain countries, prescription drug pricing and reimbursement is subject to governmental control. In those countries that impose price
controls, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product.
To obtain reimbursement or pricing approval in some countries, we or our strategic partners may be required to conduct a clinical trial that
compares the cost-effectiveness of our product candidates to other available therapies.
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Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins
after marketing or product licensing approval is granted. In certain markets, prescription pharmaceutical pricing remains subject to
continuing governmental control even after initial approval is granted. As a result, we or our strategic partners might obtain marketing
approval for a product candidate in a particular country, but then be subject to price regulations that delay commercial launch of the product
candidate, possibly for lengthy time periods, and negatively impact the revenue that we generate from the sale of the product in that country.
If reimbursement of such product candidates is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, or if
there is competition from lower priced cross-border sales, our profitability will be negatively affected.
Legislative or regulatory healthcare reforms may make it more difficult and costly for us to obtain regulatory clearance or approval of
our product candidates and to produce, market and distribute our products after clearance or approval is obtained.
From time to time, legislation is drafted and introduced that could significantly change the statutory provisions governing the regulatory
clearance or approval, manufacture and marketing of regulated products or the reimbursement thereof. In addition, U.S. FDA regulations and
guidance are often revised or reinterpreted by the U.S. FDA in ways that may significantly affect our business and our products. Any new
regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of our product
candidates. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated,
enacted or adopted may have on our business in the future. Such changes could, among other things, require:
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Changes to manufacturing methods;
Change in clinical trial design, including additional treatment arm (control);
Recall, replacement or discontinuance of one or more of our products; and
Additional recordkeeping.
Each of these would likely entail substantial time and cost and could harm our business and our financial results.
In addition, in the United States, there have been a number of legislative and regulatory proposals to change the health care system in ways
that could affect our ability to sell our products profitably. The pharmaceutical industry in the United States, as an example, has been affected
by the passage of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010
(collectively PPACA) which, among other things, imposed new fees on entities that manufacture or import certain branded prescription drugs
and expanded pharmaceutical manufacturer obligations to provide discounts and rebates to certain government programs. There have been
executive, judicial and Congressional challenges to certain aspects of PPACA. For example, on June 17, 2021 the U.S. Supreme Court
dismissed a challenge on procedural grounds that argued the PPACA is unconstitutional in its entirety because the “individual mandate” was
repealed by Congress. Further, prior to the U.S. Supreme Court ruling, on January 28, 2021, President Biden issued an executive order to
initiate a special enrollment period for purposes of obtaining health insurance coverage through the PPACA marketplace. The executive order
also instructs certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare,
including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies
that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the PPACA. On August 16, 2022,
President Biden signed the Inflation Reduction Act of 2022, or IRA, into law, which, among other things, extends enhanced subsidies for
individuals purchasing health insurance coverage in PPACA marketplaces through plan year 2025. The IRA also eliminates the “donut hole”
under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a
new manufacturer discount program. It is possible that the PPACA will be subject to judicial or Congressional challenges in the future. It is
unclear how such challenges and the healthcare reform measures of the Biden administration will impact the PPACA and our business.
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Other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. For example, in August 2011,
the Budget Control Act of 2011, among other things, created measures for spending reductions by U.S. Congress. A Joint Select Committee
on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2012 through 2021, was
unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes
aggregate reductions of Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and, due to
subsequent legislative amendments to the statute, will remain in effect through 2031 unless additional Congressional action is taken. Under
current legislation, the actual reduction in Medicare payments will vary from 1% in 2022 to up to 4% in the final fiscal year of this sequester.
In January 2013, the American Taxpayer Relief Act of 2012, among other things, further reduced Medicare payments to certain providers,
and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.
Further, there has been particular and increasing legislative and enforcement interest in the United States with respect to drug pricing
practices in recent years, particularly with respect to drugs that have been subject to relatively large price increases over relatively short time
periods. There have been several recent Congressional inquiries and proposed and enacted federal and state legislation designed to, among
other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, and reform
government program reimbursement methodologies for drugs. At the federal level, in July 2021, the Biden administration released an
executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to
Biden’s executive order, on September 9, 2021, the U.S. Department of Health and Human Services (HHS) released a Comprehensive Plan
for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that
Congress could pursue to advance these principles. In addition, the IRA, among other things, (i) directs HHS to negotiate the price of certain
high-expenditure, single-source drugs and biologics covered under Medicare, and subject drug manufacturers to civil monetary penalties and
a potential excise tax by offering a price that is not equal to or less than the negotiated “maximum fair price” for such drugs and biologics
under the law, and (ii) imposes rebates with respect to certain drugs and biologics covered under Medicare Part B or Medicare Part D to
penalize price increases that outpace inflation. The IRA permits HHS to implement many of these provisions through guidance, as opposed to
regulation, for the initial years. These provisions will take effect progressively starting in fiscal year 2023, although they may be subject to
legal challenges. It is currently unclear how the IRA will be implemented but is likely to have a significant impact on the pharmaceutical
industry. Further, the Biden administration released an additional executive order on October 14, 2022, directing HHS to submit a report on
how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for lowering drug costs for Medicare and
Medicaid beneficiaries. It is unclear whether this executive order or similar policy initiatives will be implemented in the future. At the state
level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological
product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost
disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.
In the future, there will likely continue to be proposals relating to the reform of the U.S. healthcare system, some of which could further limit
coverage and reimbursement of drug products, including our product candidates.
Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private
payors. Our results of operations could be adversely affected by PPACA and by other health care reforms that may be enacted or adopted in
the future.
It may be difficult for us to profitably sell any future products that may be approved if coverage and reimbursement for these products is
limited by government authorities and/or third-party payor policies.
In addition to any healthcare reform measures which may affect reimbursement, market acceptance and sales of our product candidates, if
approved, will depend on, in part, the extent to which our products, and the procedures which utilize our products, will be covered by third-
party payors, such as government health care programs, commercial insurance and managed care organizations. These third-party payors
determine the extent to which new drugs, and the procedures which utilize new drugs, will be covered as a benefit under their plans and the
level of reimbursement for any covered product and procedures utilizing such products. It is difficult to predict at this time what third-party
payors will decide with respect to the coverage and reimbursement for our product candidates, and the procedures which utilize our product
candidates.
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A primary trend in the healthcare industry has been cost containment, including price controls, restrictions on coverage and reimbursement
and requirements for substitution of generic products and/or biosimilars. Third-party payors decide which drugs, and procedures using such
drugs, they will pay for and establish reimbursement and co-payment levels. Government and other third-party payors are increasingly
challenging the prices charged for health care products and services, examining the cost effectiveness of drugs in addition to their safety and
efficacy, and limiting or attempting to limit both coverage and the level of reimbursement for prescription drugs and the procedures which
utilize prescription drugs. We cannot be sure that coverage will be available for our product candidates, and the procedures which utilize our
product candidates, if approved, or, if coverage is available, the level of reimbursement.
There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products, and the procedures which
utilize such products. In the United States, the principal decisions about reimbursement for new medicines, and the procedures which utilize
new medicines, are typically made by the Centers for Medicare & Medicaid Services (CMS), as CMS decides whether and to what extent a
new medicine, and procedures which utilize a new medicine, will be covered and reimbursed under Medicare. Private payors may follow
CMS, but have their own methods and approval processes for determining reimbursement for new medicines, and the procedures that utilize
new medicines. It is difficult to predict what CMS or other payors will decide with respect to reimbursement for fundamentally novel
products such as ours, as there is no body of established practices and precedents for these new products.
Reimbursement may impact the demand for, and/or the price of, any product for which we obtain marketing approval. Assuming we obtain
coverage for a given product, or a procedure which utilizes a given product, by a third-party payor, the resulting reimbursement payment
rates may not be adequate or may require co-payments that patients find unacceptably high. Patients who are prescribed medications and
procedures for the treatment of their conditions, and their prescribing physicians, generally rely on third-party payors to reimburse all or part
of the costs associated with those prescription drugs and procedures. Patients are unlikely to use our products, or agree to procedures utilizing
our products, unless coverage is provided and reimbursement is adequate to cover all or a significant portion of the associated costs.
Therefore, coverage and adequate reimbursement is critical to new product acceptance. Coverage decisions may depend upon clinical and
economic standards that disfavor new drug products when more established or lower cost therapeutic alternatives are already available or
subsequently become available. There may be significant delays in obtaining coverage and reimbursement for newly approved drugs, and the
procedures which utilize newly approved drugs, and coverage may be more limited than the purposes for which such drug is approved by the
U.S. FDA or comparable foreign regulatory authorities.
Moreover, eligibility for coverage and reimbursement does not imply that a drug will be paid for in all cases or at a rate that covers our costs,
including research, development, manufacture, sale and distribution. We expect to experience pricing pressures in connection with the sale of
any of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, and
additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs, medical devices and
surgical procedures and other treatments, has become very intense. As a result, increasingly high barriers are being erected to the successful
commercialization of new products. Further, the adoption and implementation of any future governmental cost containment or other health
reform initiative may result in additional downward pressure on the price that we may receive for any approved product. Reimbursement by a
third-party payor may depend upon a number of factors including the third-party payor’s determination that use of a product is:
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A covered benefit under its health plan;
Safe, effective and medically necessary;
Appropriate for the specific patient;
Cost-effective; and
Neither experimental nor investigational.
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Obtaining coverage and reimbursement approval for a product, or a procedure which utilizes a product, from a government or other third-
party payor is a time-consuming and costly process that could require us to provide supporting scientific, clinical and cost effectiveness data
for the use of our products, and the procedures which utilize our products, to the payor. Further, no uniform policy requirement for coverage
and reimbursement for drug products, and procedures which utilize drug products, exists among third-party payors in the United States.
Therefore, coverage and reimbursement for drug products, and the procedures which utilize drug products, can differ significantly from payor
to payor. As a result, the coverage determination process may require us to provide scientific and clinical support for the use of our products
to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first
instance. We may not be able to provide data sufficient to gain acceptance with respect to coverage and/or sufficient reimbursement levels.
We cannot be sure that coverage or adequate reimbursement will be available for our product candidates, or the procedures which utilize our
product candidates, if approved. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or the price of, our
future products. If reimbursement is not available, or is available only to limited levels, we may not be able to commercialize our product
candidates, or achieve profitably at all, even if approved.
We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws and health information
privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.
Our current and future operations may be directly or indirectly through our relationships with healthcare providers, patients and other persons
and entities, subject to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or
financial arrangements and relationships through which we research, market, sell and distribute our products. In addition, we may be subject
to patient privacy regulation by both the federal government and the states in which we conduct our business. The laws that may affect our
ability to operate include:
The U.S. Anti-Kickback Statute prohibits, among other things, any person or entity from knowingly and willfully offering, paying, soliciting,
receiving or providing any remuneration, directly or indirectly, overtly or covertly, to induce or in return for purchasing, leasing, ordering or
arranging for or recommending the purchase, lease or order of any item or service reimbursable, in whole or in part, under Medicare,
Medicaid or other U.S. federal healthcare programs. The U.S. Anti-Kickback Statute has been interpreted to apply to arrangements between
pharmaceutical manufacturers on the one hand and prescribers, purchasers, and formulary managers, among others, on the other. There are a
number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution.
The U.S. federal false claims laws, including the False Claims Act (FCA) and civil monetary penalties laws, which prohibit any person or
entity from, among other things, knowingly presenting, or causing to be presented, a false, fictitious or fraudulent claim for payment to, or
approval by, the U.S. federal government or knowingly making, using or causing to be made or used a false record or statement material to a
false or fraudulent claim to the U.S. federal government. As a result of a modification made by the Fraud Enforcement and Recovery Act of
2009, a claim includes “any request or demand” for money or property presented to the U.S. government. In addition, manufacturers can be
held liable under the FCA even when they do not submit claims directly to government third-party payors if they are deemed to “cause” the
submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of
the federal government alleging violations of the FCA and to share in any monetary recovery. FCA liability is potentially significant in the
healthcare industry because the statute provides for treble damages and mandatory penalties per false claim or statement. Government
enforcement agencies and private whistleblowers have investigated pharmaceutical companies for or asserted liability under the FCA for a
variety of alleged promotional and marketing activities, such as providing free product to customers with the expectation that the customers
would bill federal programs for the product; providing consulting fees and other benefits to physicians to induce them to prescribe products;
engaging in promotion for “off-label” uses; and submitting inflated best price information to the Medicaid Rebate Program.
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HIPAA prohibits, among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare
benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program,
willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a
material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare
benefits, items or services.
The Physician Payments Sunshine Act, enacted as part of PPACA, imposes, among other things, annual reporting requirements for covered
manufacturers for certain payments and “transfers of value” provided to physicians (defined to include doctors, dentists, optometrists,
podiatrists and chiropractors), other healthcare professionals (such as physicians assistants and nurse practitioners) and teaching hospitals, as
well as ownership and investment interests held by physicians and their immediate family members.
HIPAA, as amended by HITECH, and their respective implementing regulations, impose, among other things, specified requirements relating
to the privacy, security and transmission of individually identifiable health information held by covered entities, which include certain
healthcare providers, health plans and healthcare clearinghouses, and their business associates, which include individuals or entities that
perform services for covered entities that involve the creation, use, maintenance or disclosure of, individually identifiable health information,
and their covered subcontractors. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal
penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or
injunctions in U.S. federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil
actions. In addition, state laws govern the privacy and security of health information in specified circumstances, many of which differ from
each other in significant ways and may not have the same effect, thus complicating compliance efforts.
Many U.S. states and other foreign jurisdictions have analogous laws and regulations, such as state anti-kickback and false claims laws, that
may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party
payors, including private insurers. In addition, certain states require drug manufacturers to report information related to payments and other
transfers of value to physicians and other healthcare providers or marketing expenditures and certain states and local jurisdictions require the
registration of pharmaceutical sales representatives.
Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available, it is possible that
some of our business activities could be subject to challenge under one or more of such laws. In addition, recent health care reform
legislation has strengthened these laws. For example, recent health care reform legislation, has among other things, amended the intent
requirement of the U.S. Anti-Kickback Statute and criminal healthcare fraud statutes. A person or entity no longer needs to have actual
knowledge of this statute or specific intent to violate it in order to have committed a violation. Moreover, recent health care reform legislation
provides that the government may assert that a claim including items or services resulting from a violation of the U.S. Anti-Kickback Statute
constitutes a false or fraudulent claim for purposes of the FCA.
Ensuring that our business arrangements with third parties comply with applicable healthcare laws and regulations will likely be costly. It is
possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations or
case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations were found to be in violation of any
of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative
penalties, damages, fines, disgorgement, imprisonment, possible exclusion from government funded healthcare programs, contractual
damages, reputational harm, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a
corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and curtailment of our operations,
any of which could substantially disrupt our operations. If the physicians or other providers or entities with whom we expect to do business
are found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including
exclusions from government-funded healthcare programs.
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We are subject to U.S. and foreign anti-corruption and anti-money laundering laws with respect to our operations and non-compliance
with such laws can subject us to criminal and/or civil liability and harm our business.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. §
201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other state and national anti-bribery and anti-money laundering laws in
countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents,
third-party intermediaries, joint venture partners and collaborators from authorizing, promising, offering, or providing, directly or indirectly,
improper payments or benefits to recipients in the public or private sector. We engage third-party investigators, CROs, and other consultants
to design and perform preclinical studies of our product candidates, and will do the same for any clinical trials. Also, once a product
candidate has been approved and commercialized, we may engage third-party intermediaries to promote and sell our products abroad and/or
to obtain necessary permits, licenses, and other regulatory approvals. We or our third-party intermediaries may have direct or indirect
interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or
other illegal activities of these third-party intermediaries, our employees, representatives, contractors, collaborators, partners, and agents,
even if we do not explicitly authorize or have actual knowledge of such activities.
Noncompliance with anti-corruption and anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions,
settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or
injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse
media coverage, and other collateral consequences. If any subpoenas, investigations, or other enforcement actions are launched, or
governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of
operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially
significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. In
certain cases, enforcement authorities may even cause us to appoint an independent compliance monitor which can result in added costs and
administrative burdens.
The incidence and prevalence for target patient populations of our product candidates are based on estimates and third-party sources. If
the market opportunities for our product candidates are smaller than we estimate or if any approval that we obtain is based on a narrower
definition of the patient population, our revenue and ability to achieve profitability might be materially and adversely affected.
Periodically, we make estimates regarding the incidence and prevalence of target patient populations for particular diseases based on various
third-party sources and internally generated analysis and use such estimates in making decisions regarding our drug development strategy,
including acquiring or in-licensing product candidates and determining indications on which to focus in preclinical or clinical trials.
These estimates may be inaccurate or based on imprecise data. For example, the total addressable market opportunity will depend on, among
other things, acceptance of our drugs by the medical community and patient access, drug pricing and reimbursement. The number of patients
in the addressable markets may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our drugs, or
new patients may become increasingly difficult to identify or gain access to, all of which may significantly harm our business, financial
condition, results of operations and prospects.
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Risks Related to our ADSs
The price of our ADSs has been, and may continue to be, volatile and may fluctuate due to factors beyond our control.
The trading market for publicly traded emerging biopharmaceutical and drug discovery and development companies has been highly volatile
and is likely to remain highly volatile in the future. The stock market in general and the market for biopharmaceutical and drug discovery and
development companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of
particular companies. The ongoing conflict between Ukraine and Russia and the ongoing conflicts in the Middle East, for example, have
negatively affected the stock market and investor sentiment and this has resulted in significant volatility. The market price of our ADSs may
fluctuate significantly due to a variety of factors, including:
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Positive or negative results from, or delays in, testing and clinical trials by us, our collaborators or our competitors;
Technological innovations or commercial product introductions by us or competitors;
Changes in government regulations;
Changes in the structure of healthcare payment systems;
Developments concerning proprietary rights, including patents and litigation matters;
Public concern relating to the commercial value or safety of our product candidates;
Financing, collaborations or other corporate transactions;
Publication of research reports or comments by securities or industry analysts;
General market conditions in the pharmaceutical industry or in the economy as a whole;
The loss of any of our key scientific or senior management personnel;
Sales of our ADSs or ordinary shares by us, our senior management and board members or holders of our ADSs or our
ordinary shares in the future; or
Other events and factors, many of which are beyond our control.
These and other market and industry factors may cause the market price and demand for our ADSs to fluctuate substantially, regardless of
our actual operating performance, which may limit or prevent investors from readily selling their ADSs and may otherwise negatively affect
the liquidity of our ADSs. In addition, the stock market in general, and biopharmaceutical companies in particular, have experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. In the past,
when the market price of a security has been volatile, holders of that security have sometimes instituted securities class action litigation
against the issuer. If any of the holders of our ADSs were to bring such a lawsuit against us, we could incur substantial costs defending the
lawsuit and the attention of our senior management would be diverted from the operation of our business. Any adverse determination in
litigation could also subject us to significant liabilities.
If we are unable to regain compliance with the listing requirements of the Nasdaq Capital Market, our ADSs may remain delisted from
the Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it more difficult for you
to sell your shares.
On January 5, 2024, we received a notice from Nasdaq that we were not in compliance with the $1.00 minimum bid price requirement for
continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5450(a)(1) (the Minimum Bid Price Requirement). The
notice indicated that, consistent with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 days, or until July 3, 2024, to regain compliance with
the Minimum Bid Price Requirement by having the minimum bid price of our ADSs meet or exceed $1.00 per ADS for at least ten
consecutive business days. The notice had no immediate effect on the listing of our ADSs, and our ADSs continued to trade on the Nasdaq
Capital Market under the symbol “ASLN” at such time.
In order to regain compliance with the Minimum Bid Price Requirement, we may effect a change to the ratio of our ADSs to our ordinary
shares. If we do not regain compliance with the Minimum Bid Price Requirement by July 3, 2024, our ADSs will become subject to delisting.
In the event we receive notice that our ADSs are being delisted, the Nasdaq listing rules permit us to appeal a delisting determination to a
hearings panel.
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There can be no assurance, however, that we will be able to regain compliance with the Minimum Bid Price Requirement, and even if we do,
there can be no assurance that we will be able to maintain compliance with the continued listing requirements for the Nasdaq Capital Market
or that our ADSs will not be delisted in the future. In addition, we may be unable to meet other applicable listing requirements of the Nasdaq
Capital Market, including maintaining minimum levels of shareholders’ equity or market values of our ADSs in which case, our ADSs could
be delisted notwithstanding our ability to demonstrate compliance with the Minimum Bid Price Requirement.
Delisting from the Nasdaq Capital Market may adversely affect our ability to raise additional financing through the public or private sale of
equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of
our ADSs. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional
investors or interest in business development opportunities.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we are incorporated under Cayman Islands law, we conduct the majority of our operations, and substantially all of our directors and
executive officers reside, outside of the United States.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Twelfth
Amended and Restated Memorandum and Articles of Association (Articles), the Companies Act (as amended) of the Cayman Islands (the
Companies Act), and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by
minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common
law of the Cayman Islands.
The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as
from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the
Cayman Islands. Similarly, the rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as
clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman
Islands has a less developed body of securities laws than the United States, and some U.S. states, such as Delaware, have more fully
developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies do not have
standing to sue before the federal courts of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records
or to obtain copies of lists of shareholders of these companies. Although our shareholders are permitted by our Articles to request access to
our books and records, our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate
records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more
difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other
shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for
companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect
to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations
applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by
management, members of the board of directors or controlling shareholders than they would as public shareholders of a company
incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws
applicable to companies incorporated in the United States and their shareholders, see “Memorandum and Articles of Association–Material
Differences in Corporate Law”.
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Future sales, or the possibility of future sales, of a substantial number of our ADSs or ordinary shares could adversely affect the price of
our ADSs.
Future sales of a substantial number of our ADSs or ordinary shares, or the perception that such sales will occur, could cause a decline in the
market price of our ADSs or ordinary shares. If any of our large shareholders or members of our management team sell substantial amounts
of our securities in the public markets, or the market perceives that such sales may occur, the market price of our ADSs and our ability to
raise capital through an issue of equity securities in the future could be adversely affected.
We may sell additional equity or debt securities or enter into other financing arrangements to fund our operations, which may result in
dilution to our shareholders and holders of our ADSs and impose restrictions on our business.
In order to raise additional funds to support our operations, we may sell additional equity or debt securities, which could adversely impact our
existing shareholders and new investors, as well as our business. The sale of additional equity or debt securities, or a combination of both,
would result in the issuance of additional shares capital and dilution to our shareholders and holders of our ADSs. Please refer to the section
titled “Item 18. Financial Statements” for more information on the issuance of ADSs.
For example, there are a large number of ordinary shares or ADSs underlying (i) the pre-funded warrants and warrants issued in our recent
private placement offering in February 2023 and (ii) the warrants issued in our private placement that was conducted concurrently with our
registered direct offering in March 2024. As of March 14, 2024, the outstanding pre-funded warrants and warrants, assuming full exercise,
would be exercisable into an aggregate of 305,197,952 of our ordinary shares (or the equivalent of 12,207,918 ADSs) which would result in
dilution to our shareholders and holders of our ADSs. Further, the sale of the ADSs underlying such pre-funded warrants and warrants may
adversely affect the market price of our ADSs.
The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants,
such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and
other operating restrictions that could adversely impact our ability to conduct our business. In the event that we enter into collaborations or
licensing arrangements to raise capital, we may be required to accept unfavorable terms, including relinquishing or licensing to a third party
on unfavorable terms our rights to technologies or product candidates that we otherwise would seek to develop or commercialize ourselves or
potentially reserve for future potential arrangements when we might be able to achieve more favorable terms.
Because we do not anticipate paying any cash dividends on our ADSs or ordinary shares in the foreseeable future, capital appreciation, if
any, will be your sole source of potential gains and you may never receive a return on your investment.
We have not paid cash dividends in the past on our ordinary shares. We intend to retain earnings, if any, for use in our business and do not
anticipate paying any cash dividends in the foreseeable future. In addition, we are not permitted to dispose of our assets pursuant to the terms
of the K2HV Facility without the prior consent of K2HV except for Permitted Transfers (as defined in the K2HV loan agreement). Further
the K2HV loan agreement contains terms prohibiting dividends that may be declared or paid on our ADSs or ordinary shares. As a result,
capital appreciation, if any, on our ADSs or ordinary shares will be your sole source of potential gains for the foreseeable future, and you will
suffer a loss on your investment if you are unable to sell your ADSs or the underlying ordinary shares at or above the price you pay for our
ADSs or ordinary shares. Investors seeking cash dividends should not purchase our ADSs.
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Purchasers of our ADSs may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials
in time to be able to exercise their right to vote.
As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with
the provisions of the deposit agreement for our ADSs (the deposit agreement). Under the deposit agreement, you must vote by giving voting
instructions to the depositary. Upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in
accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless
you withdraw the shares. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares
underlying your ADSs to allow you to vote with respect to any specific matter. After we notify the depositary of the agenda for the
shareholders’ meeting, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you once they
are available. We have agreed to give the depositary at least 35 days’ prior notice of shareholder meetings. Nevertheless, we cannot assure
you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the
depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting
instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying
your ADSs are not voted as you requested.
Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying
your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests.
Under the deposit agreement, to the extent we have provided the depositary with at least 35 days’ notice of a proposed meeting, if voting
instructions are not timely received by the depositary from you, you shall be deemed to have instructed the depositary to give a discretionary
proxy to a person designated by us to vote the shares represented by your ADSs as desired. However, no such instruction shall be deemed
given and no discretionary proxy shall be given (a) if we inform the depositary in writing that (i) we do not wish such proxy to be given, (ii)
substantial opposition exists with respect to any agenda item for which the proxy would be given or (iii) the agenda item in question, if
approved, would materially or adversely affect the rights of holders of shares and (b) unless we have provided the depositary with an opinion
of our counsel to the effect that (a) the granting of such discretionary proxy does not subject the depositary to any reporting obligations in the
Cayman Islands, (b) the granting of such proxy will not result in a violation of Cayman Islands laws, rules, regulations or permits, (c) the
voting arrangement and deemed instruction will be given effect under Cayman Islands laws, rules, regulations and permits, and (d) the
granting of such proxy will not under any circumstances result in the depositary being treated as the beneficial owner of ADSs under Cayman
Islands laws, rules, regulations or permits.
The effect of this discretionary proxy is that, if you fail to give voting instructions to the depositary as to how to vote the ordinary shares
underlying your ADSs at any particular shareholders’ meeting, you cannot prevent our ordinary shares underlying your ADSs from being
voted at that meeting, absent the situations described above, and it may make it more difficult for shareholders to influence our management.
Holders of our ordinary shares are not subject to this discretionary proxy.
Purchasers of our ADSs may not receive distributions on our ordinary shares in the form of ADSs or any value for them if it is illegal or
impractical to make them available to holders of ADSs.
The depositary for our ADSs has agreed to pay to purchasers of our ADSs the cash dividends or other distributions it or the custodian
receives on our ordinary shares or other deposited securities after deducting its fees and expenses and certain taxes. Purchasers of our ADSs
will receive these distributions in proportion to the number of our ordinary shares their ADSs represent. However, in accordance with the
limitations set forth in the deposit agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. We have
no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs.
This means that purchasers of our ADSs may not receive the distributions we make on our ordinary shares or any value from them if it is
unlawful or impractical to make them available to ADS holders. These restrictions may have a negative impact on the market value of our
ADSs.
Purchasers of our ADSs may be subject to limitations on transfer of their ADSs.
ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time
when it deems expedient in connection with the performance of its duties. In addition, the depositary
43
may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any
time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or
under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement. The rights of
our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.
Our corporate affairs are governed by our Articles and by the laws governing Cayman Islands corporations and companies engaging in drug
development, marketing and sales businesses, as well as by the common law of the Cayman Islands. Certain rights and responsibilities of our
shareholders, ADS holders and members of our board of directors under Cayman law are different from those that apply to a Delaware
corporation. For example, Directors of Cayman Islands exempted companies are required to observe certain fiduciary duties. These duties are
owed to the Cayman Islands company and include the duty to act in the best interests of the company and the shareholders as a whole.
However, the fiduciary duties of a director of a Cayman Islands exempted company may not be the same as the fiduciary duties of a director
of a U.S. corporation. In addition, controlling shareholders of U.S. corporations owe fiduciary duties to minority shareholders, while
shareholders (including controlling shareholders) of Cayman Islands companies owe no fiduciary duties either to the company or to other
shareholders.
Further, the rights of our shareholders to bring shareholders’ suits against us or our board of directors under Cayman Islands law are much
more limited than those of shareholders of a U.S. corporation. For example, under Cayman Islands law, a shareholder who wishes to bring a
claim against a director would generally need to obtain permission from the courts to bring a derivative action, in the name of the company,
against the director. This is because the director of a Cayman Islands exempted company owes duties to the company and not to individual
shareholders. As a result, our shareholders may have more difficulty protecting their rights in connection with actions taken by our directors
than they would as shareholders of a U.S. corporation. In addition, minority shareholders in a Cayman Islands exempted company have more
limited rights than minority shareholders in a U.S. corporation in relation to mergers and similar transactions that the company may carry out.
For example, if a merger under the Companies Act involving a Cayman Islands exempted company is approved by the requisite majority of
shareholders, a dissenting minority shareholder would have the right to be paid the fair value of their shares (which, if not agreed between the
parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Such dissenter
rights differ substantially from the appraisal rights, which would ordinarily be available to dissenting shareholders of Delaware corporations.
Further, if a takeover offer is made to the shareholders of a Cayman Islands exempted company and accepted by holders of 90% of the shares
affected, the offeror may require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be
made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there
is evidence of fraud, bad faith or collusion. A minority shareholder in this scenario would have no rights comparable to the appraisal rights
which would generally be available to a dissenting shareholder of a U.S. corporation in similar circumstances. For a description of the
principal differences between the provisions of Cayman law applicable to us and the U.S. Delaware General Corporate Law relating to
shareholders’ rights and protections, see “Memorandum and Articles of Association–Material Differences in Corporate Law”.
44
We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting
obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer
under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies,
including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security
registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and
trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act
requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current
reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, directors and principal shareholders are
exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder.
Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our
ordinary shares or ADSs. In addition, foreign private issuers are not required to file their annual report on Form 20-F until the date that is
four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on
Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at
preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same
protections afforded to shareholders of companies that are not foreign private issuers.
As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that
differ significantly from Nasdaq Stock Market LLC (Nasdaq) corporate governance listing standards. These practices may afford less
protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.
As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq listing rules that allow us to follow
Cayman Islands law for certain governance matters. Certain corporate governance practices in the Cayman Islands may differ significantly
from corporate governance listing standards. We intend to continue to follow Cayman Islands corporate governance practices in lieu of
certain corporate governance requirements of Nasdaq. Therefore, our shareholders may be afforded less protection than they otherwise would
have under corporate governance listing standards applicable to U.S. domestic issuers.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and
current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business
day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than
50% of our ordinary shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements
necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with
the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms
available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers,
directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the
Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the
Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting
and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a
listing on a U.S. securities exchange. These rules and regulations could also make it more difficult for us to attract and retain qualified
members of our board of directors and more expensive to procure director and officer liability insurance.
45
Our U.S. Holders may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
Generally, if for any taxable year (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average quarterly value of
our assets are held for the production of, or produce, passive income, we would be characterized as a PFIC for U.S. federal income tax
purposes. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares
of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its
proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and capital
gains. Based on the nature of our income and the estimated value and composition of our assets, we believe that we were not a PFIC for the
taxable year ended December 31, 2023. However, based on estimates of our gross income and gross assets (including tangible assets and
intangible assets based on the market value of our ordinary shares), and the nature of our business, we believe we were a PFIC for the taxable
year ended December 31, 2022. Further, there can be no assurance regarding our PFIC status for any taxable year. If we are characterized as a
PFIC, our U.S. shareholders may suffer adverse tax consequences, including having gains realized on the sale of our ADSs or ordinary shares
treated as ordinary income, rather than as capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares
by individuals who are “U.S. Holders”, and having interest charges apply to distributions by us and the proceeds of share sales and having to
comply with certain reporting requirements. As used in this discussion, the term U.S. Holder has the meaning given it in the second
paragraph of the discussion under “Item 10.E Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders.” Certain
elections exist that may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-
to-market treatment) of our ordinary shares or ADSs; however, while we will consider providing the information necessary for U.S. Holders
to make qualified electing fund (QEF) elections if we are classified as a PFIC, we provide no assurance that we will do so, in which case such
QEF elections would not be available for a U.S. Holder.
If a United States person is treated as owning at least 10% of our ordinary shares or ADSs, such holder may be subject to adverse U.S.
federal income tax consequences.
If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our ordinary
shares (including as a result of such person’s ownership of ADSs), such person may be treated as a “United States shareholder” with respect
to each “controlled foreign corporation” in our group. Because our group includes one or more U.S. subsidiaries, we expect that certain of
our non-U.S. subsidiaries will be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled
foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its
U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by
controlled foreign corporations, regardless of whether we make any distributions. An individual that is a United States shareholder with
respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed
to a United States shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a United States
shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal
income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in
determining whether any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a
United States shareholder with respect to any such controlled foreign corporation or furnish to any United States shareholders information
that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its
advisors regarding the potential application of these rules to an investment in our ADSs.
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General Risk Factors
We have incurred and will incur increased costs as a result of operating as a public company in the United States, and our senior
management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
Our ADSs began trading on The Nasdaq Global Market on May 4, 2018, under the trading symbol “ASLN” and on September 29, 2022, we
transferred to The Nasdaq Capital Market and continued trading under the same trading symbol “ASLN.” As a U.S. public company, we have
incurred significant legal, accounting and other expenses that we did not incur previously, and we will also incur additional expenses as we
no longer qualify as an emerging growth company as of December 31, 2023. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street
Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose
various requirements on non-U.S. reporting public companies, including the establishment and maintenance of effective disclosure and
financial controls and corporate governance practices. Our senior management and other personnel will need to devote a substantial amount
of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will
make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult
and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and
retain qualified senior management personnel or members for our board of directors.
However, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a
result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result
in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404), we will be required to furnish a report by our senior management
on our internal control over financial reporting and an attestation report on internal control over financial reporting issued by our independent
registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to
document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to
continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the
adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that
controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial
reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal
control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an
adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our
financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which
would harm our business and the trading price of our ADSs.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate
disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in
connection with Section 404, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our
internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to
our financial statements or identify other areas for further attention or improvement. Inadequate internal controls could also cause investors to
lose confidence in our reported financial information, which could have a negative effect on the trading price of our ADSs.
Management is required to assess the effectiveness of our internal controls annually. An independent assessment of the effectiveness of our
internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls
could lead to financial statement restatements requiring us to incur the expense of remediation and could also result in an adverse reaction in
the financial markets due to a loss of confidence in the reliability of our financial statements.
47
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of
our ADSs and our trading volume could decline.
The trading market for our ADSs depends in part on the research and reports that securities or industry analysts publish about us or our
business. If no or too few securities or industry analysts provide coverage or if one or more of the analysts who cover us downgrade our
ADSs or publish inaccurate or unfavorable research about our business, the price of our ADSs would likely decline. If one or more of these
analysts cease coverage of us or fail to publish reports on us regularly, demand for our ADSs could decrease, which might cause the price of
our ADSs and trading volume to decline.
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Item 4. Information on the Company
A.
History and Development of the Company.
ASLAN Pharmaceuticals Pte. Ltd. was incorporated in Singapore in April 2010 and ASLAN Pharmaceuticals Limited was incorporated in
the Cayman Islands in June 2014. Our ADSs were listed on The Nasdaq Global Market (Nasdaq) from May 2018 to September 2022. On
September 29, 2022, we transferred to The Nasdaq Capital Market and continued trading under the same trading symbol “ASLN”.
Our principal executive offices are located at 3 Temasek Avenue Level 18 Centennial Tower Singapore 039190. Our telephone number at that
address is +65 6817 9598. Our registered office in the Cayman Islands is at the offices of Walkers Corporate Limited, 190 Elgin Avenue,
George Town, Grand Cayman KY1-9008 Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. 122
East 42nd Street, 18th Floor, New York, New York 10168, and the telephone number is +1 212 947 7200. The SEC maintains an internet site
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at
http://www.sec.gov. We also maintain a corporate website at www.aslanpharma.com. Information contained in, or that can be accessed
through, our website is not a part of, and shall not be incorporated by reference into, this document. We have included our website address in
this document solely as an inactive textual reference.
Under ASLAN Pharmaceuticals Limited, there are several legal entities as our fully owned subsidiaries and investment in associates. Our
fully owned subsidiaries, ASLAN Pharmaceuticals Pte. Ltd., ASLAN Pharmaceuticals Australia Pty Ltd., ASLAN Pharmaceuticals Hong
Kong Limited, ASLAN Pharmaceuticals (Shanghai) Co. Ltd. and ASLAN Pharmaceuticals (USA) Inc. were incorporated in Singapore,
Australia, Hong Kong, China and the United States in April 2010, July 2014, July 2015, May 2016 and October 2018 respectively.
We have established a joint venture called JAGUAHR Therapeutics Pte. Ltd. with Bukwang Pharmaceutical Co., Ltd. (Bukwang), a leading
research and development focused Korean pharmaceutical company, to develop antagonists of the aryl hydrocarbon receptor (AhR), an
immune checkpoint inhibitor.
Since our inception in 2010, we have devoted substantially all of our resources to acquiring rights to, and developing our product candidates,
including preclinical studies and clinical trials and providing general and administrative support for our operations. We have not generated
any revenue from product sales and we do not currently have any products approved for commercialization. We have financed our operations
through a combination of debt and equity financings and government grants.
B.
Business Overview.
We are a clinical-stage immunology focused biopharmaceutical company developing innovative treatments to transform the lives of patients.
Our portfolio is led by eblasakimab (also known as ASLAN004), a potential first-in-class human monoclonal antibody that binds to the IL-13
receptor α1 subunit (IL-13Rα1), blocking signaling of two pro-inflammatory cytokines, IL-4 and IL-13 which are central to triggering
symptoms of atopic dermatitis (AD), such as redness and itching of the skin. Eblasakimab has the potential to improve upon current biologics
used to treat allergic disease.
We are currently investigating eblasakimab as a therapeutic antibody for moderate-to-severe AD. In July 2023 we reported positive topline
data from our Phase 2b TREK-AD study in moderate-to-severe AD, supporting eblasakimab’s potential to deliver a monthly dosing regimen
from initiation in AD. We are also investigating eblasakimab in dupilumab-experienced, moderate-to-severe AD patients in the Phase 2 trial,
TREK-DX.
We are developing farudodstat (also known as ASLAN003), an orally active, potent inhibitor of human dihydroorotate dehydrogenase
(DHODH) that has the potential to be a best-in-class therapy in autoimmune disease. Inhibition of DHODH is demonstrated to have anti-
inflammatory and immunomodulatory effects that are selective towards rapidly proliferating lymphocytes, making it an attractive target for
immune-mediated inflammatory diseases, such as alopecia areata (AA). We initiated a Phase 2 clinical trial in AA in the second quarter of
2023 with an interim readout expected in the third quarter of 2024.
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Our Product Candidates
The following table summarizes our product candidate pipeline and discovery programs:
We hold global rights to all of our product candidates with the exception of (1) farudodstat, for which Kyungnam Biopharma (previously
known as BioGenetics) acquired rights for the Republic of Korea (South Korea) and (2) eblasakimab, for which Zenyaku Kogyo Co., Ltd
acquired rights for Japan.
Eblasakimab. Eblasakimab is a fully human monoclonal antibody that binds to the IL-13 receptor α1 subunit (IL-13Rα1), blocking signaling
of two pro-inflammatory cytokines, IL-4 and IL-13, which are central to triggering signs and symptoms of AD, such as redness and itching of
the skin. In July 2023, we announced topline results from a Phase 2b study of eblasakimab in patients with moderate-to-severe AD over a
range of dosages with subcutaneous administration for 16 weeks. Eblasakimab met the primary endpoint of percent change in EASI score
from baseline in three dose arms of 600mg dosed every four weeks (Q4W), 400mg dosed every two weeks (Q2W) and 300mg dosed Q2W,
and also showed statistically significant improvements in– other key efficacy endpoints, including EASI-50, EASI-75and Validated
Investigator Global Assessment(vIGA-0/1). In addition, eblasakimab was generally well-tolerated with no major safety concerns. In October,
new data was presented from a post-hoc analysis of patients with severe AD (baseline EASI score of at least 21), which showed that monthly
dosing with 600mg eblasakimab for 16 weeks led to a nearly 75% reduction in EASI score (versus 38.0% on placebo, p<0.0001) and EASI-
75 of 54% (versus 13% on placebo, p=0.0009), representing a marked widening in placebo-adjusted efficacy.
In the fourth quarter of 2022, we initiated a Phase 2 study of eblasakimab in moderate-to-severe AD patients previously treated with
dupilumab. U.S. sites are now recruiting and additional sites in Europe are expected in the first half of 2024. We expect to report topline data
from this Phase 2 trial in end of 2024. We are also currently evaluating the potential use of eblasakimab in other diseases driven by type 2
inflammation, such as chronic obstructive pulmonary disease (COPD).
Farudodstat. Farudodstat is an orally administered, small-molecule inhibitor of dihydroorotate dehydrogenase (DHODH) and has been
investigated in three phase 1 clinical studies in healthy volunteers, and one Phase 2 study in patients with acute myeloid leukemia (AML).
The high potency and selectivity of farudodstat, and the favorable safety profile demonstrated in clinical studies to date, may offer best-in-
class potential as a treatment for autoimmune conditions. We initiated a Phase 2 clinical study for the treatment of AA in the second quarter
of 2023 with an interim readout expected in the third quarter of 2024.
Additional Pipeline Programs. We have established a joint venture called JAGUAHR Therapeutics Pte. Ltd. with Bukwang Pharmaceutical
Co., Ltd. (Bukwang), a leading research and development focused Korean pharmaceutical company, to develop antagonists of the aryl
hydrocarbon receptor (AhR), an immune checkpoint inhibitor. Our shareholding in JAGUAHR Therapeutics Pte. Ltd. in April 2021 was
diluted from 55% to 35%, as a result of which, we no longer held a majority interest.
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Our Product Candidates
Eblasakimab (ASLAN004)
Eblasakimab is a fully human monoclonal antibody that targets the IL-13 receptor α1 subunit (IL-13Rα1). Eblasakimab is currently in
clinical development, and we are not aware of any other antibodies in clinical development targeting IL-13Rα1. By targeting IL-13Rα1,
which forms the type 2 receptor complex with IL-4Rα, eblasakimab potently inhibits signaling of both interleukin 4 (IL-4) and interleukin 13
(IL-13). IL-4 and IL-13 are central to triggering the signs and symptoms of AD, such as redness and itching of the skin, as well as signs and
symptoms of asthma such as shortness of breath, wheeze and cough. Dupilumab is marketed by Sanofi/Regeneron for moderate-to-severe
AD, moderate-to-severe asthma, chronic rhinosinusitis with nasal polyposis, eosinophilic eosophagitis (EoE) and prurigo nodularis (PN) and
is in development for other type 2 driven diseases including COPD, chronic spontaneous urticaria (CSU), eosinophilic gastritis and bullous
pemphigoid. As we target the same pathways as dupilumab, we believe eblasakimab can follow a similar regulatory path. We believe
eblasakimab has the potential to become a first-in-class inhibitor of the IL-13 receptor and best-in-disease therapy for AD and other type 2
driven allergic disease. By targeting IL-13Rα1, rather than IL-4Rα, we believe eblasakimab has the potential to offer a differentiated profile,
including competitive efficacy, lower dosing frequency and a favorable side effect profile.
In September 2021, we reported positive topline results from the Phase 1 multiple ascending dose trial of eblasakimab in moderate-to-severe
AD, establishing proof of concept for eblasakimab in AD. In July 2023, we reported positive topline results from the Phase 2b clinical trial
which supported eblasakimab’s potential to deliver a monthly dosing regimen from initiation in AD without compromising efficacy and with
an encouraging safety profile. We are also testing eblasakimab’s potential in dupilumab experienced AD patients previously treated with
dupilumab (dupilumab experienced) in a Phase 2 study.
We recently conducted translational work in a human model of COPD using precision cut lung slices, where reduction in IL-4/IL-13 driven
airway constriction was observed with use of eblasakimab. In the future, we may also develop eblasakimab in other type 2 driven
inflammatory indications, such as COPD, EoE, CSU and PN.
We licensed worldwide rights for eblasakimab from CSL Limited (CSL) in May 2014.
Mechanism of Action
Eblasakimab has stronger binding to its target receptor than dupilumab relative to ligands IL-13 and IL-4 respectively. Eblasakimab has a 60-
fold higher affinity for the IL-13Rα1 than IL-13, whereas dupilumab only has a three-fold higher affinity for the IL-4Rα than its ligand IL-4.
This greater affinity difference between ligand and receptor binding may translate to a lower required concentration of eblasakimab,
compared to dupilumab, and may provide improved dosing frequency and efficacy.
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While dupilumab can indirectly block IL-13 signaling via the IL-4Rα subunit, eblasakimab’s direct binding of IL-13Rα1 has the potential for
more efficient blockade of the type 2 receptor compared to binding the IL-4Rα subunit. Formation of the type 2 receptor complex occurs in 2
steps: the first step involves ligand binding to its receptor and the second step involves the bound receptor binding to the partner receptor to
form the type 2 receptor heterodimer. Step 1 is a weaker, lower affinity interaction and a rate limiting step while step 2 is a high affinity
interaction. By directly blocking the rate limiting step, eblasakimab has the potential to provide more efficient blockade of IL-13 signaling
versus dupilumab which interferes with step 2, a high affinity interaction. This may translate to lower required concentrations in vivo and
may provide improved dosing frequency and efficacy.
Unlike dupilumab, eblasakimab does not bind to the type 1 receptor, which contains the IL-4Rα but not IL-13Rα1. We believe that by
avoiding inhibition of the type 1 receptor, eblasakimab may have fewer side effects than dupilumab, which does bind the type 1 receptor.
Advantages
We believe that eblasakimab has the potential to be a best-in-disease therapy:
•
Validated mechanism with the potential for greater efficacy than IL-13 selective and IL-4 selective inhibitors. IL-13
selective inhibitors, such as lebrikizumab and tralokinumab, have shown mixed efficacy in treating allergic inflammation. We
believe that agents that can block the activity of both IL-4 and IL-13 will be more efficacious as redundancy in signaling is
removed by blocking type 2 receptor signaling. Dupilumab was shown to be effective in treating moderate-to-severe AD.
Eblasakimab and dupilumab share the same mechanism of action by blocking IL-4 and IL-13 signaling through the type 2
receptor. In our Phase 2b clinical trial, the mean change from baseline in EASI in the 600mg Q4W arm was 73% versus 51% in
the placebo arm after 16 weeks of treatment with eblasakimab in the Intent-to-Treat (ITT) population. 52% of patients in the
active arm achieved EASI-75 versus 24% of patients on the placebo arm.
52
•
•
•
•
•
Potential for less frequent dosing. Dupilumab may require significantly higher steady state concentrations than eblasakimab
for full target inhibition, which may allow for less frequent dosing. Dupilumab is dosed once every two weeks via
subcutaneous injection. Results from our Phase 2b clinical trial showed eblasakimab 600mg Q4W dose was the best
performing arm versus the 400mg and 300mg Q2W doses. A reduced injection frequency would provide patients with greater
convenience.
Potential for faster onset of action. In the clinic, eblasakimab delivered intravenously demonstrated a rapid onset of action
with full receptor occupancy and complete inhibition of a key downstream biomarker of IL-13 and IL-4 signaling, STAT6,
within one hour of dosing, closely reflecting the data obtained in the cynomolgus monkey. In the Phase 2b trial, we saw
significant reduction in EASI score by week 4 in the ITT population and by week 2 in a subpopulation of patients with baseline
EASI ≥18.
Potential for improved safety profile. In published clinical studies in AD, dupilumab demonstrated persistent conjunctivitis
in 5-28% of patients, often requiring topical ocular treatment with tacrolimus or steroids. As well as blocking the type 2
receptor, dupilumab also blocks the type 1 receptor, which may drive certain T cells to release pro-inflammatory cytokines,
which may be responsible for these high rates of conjunctivitis. Treatment with eblasakimab may result in lower rates of
conjunctivitis as it only blocks the type 2 receptor and does not block the type 1 receptor. In the Phase 2b trial, eblasakimab
treated patients demonstrated low rates of conjunctivitis (less than 6%).
Potential for increased drug stability. Dupilumab may be stored for a maximum of 14 days at room temperature (25°C or
77°F) and cannot be stored above room temperature. As dupilumab can be self-administered, it may require special storage and
handling when travelling. Eblasakimab may have increased drug stability and therefore greater storage flexibility.
Potential for rapid control of itch: In addition to driving inflammation in AD patients, IL-4 and IL-13 can enhance the
neuronal itch response via the type 2 receptor expressed on itch-specific sensory neurons. Through blockade of the type 2
receptor, eblasakimab could potentially decrease sensitivity to itch and provide rapid itch relief in AD patients. In translational
studies of ex vivo human sensory neurons, eblasakimab significantly reduced neuronal responses to IL 4, IL 13, and their
combination by an average of 40% (p<0.0001).
Market Opportunity
Market Opportunity in Moderate-to-Severe Atopic Dermatitis
AD is the most common form of eczema, affecting over 200 million patients worldwide, characterized by red inflamed skin and severe
daytime and nighttime itching, which can severely impact patients’ quality of life. Over 30% of AD patients are considered moderate-to-
severe, for which currently available therapeutics are limited and management is challenging in the majority of cases.
Treatment options for patients with mild-to-moderate disease have historically focused on topical therapies including topical steroids and
topical calcineurin inhibitors. In December 2016, the U.S. FDA granted approval for crisaborole (developed by Pfizer Inc.), a topical
treatment for mild-to-moderate AD. In March 2017, the U.S. FDA granted approval for dupilumab (developed by Sanofi S.A. and Regeneron
Pharmaceuticals, Inc.) for adults with moderate-to-severe AD. Until recently, dupilumab was the only approved biologic therapy available
and has been driving significant growth in the market, which is expected to reach $39 billion by 2031. Dupilumab is currently approved for
the treatment of AD in adults and pediatric patients 6 months of age or older. In December 2021, tralokinumab (Leo Pharma A/S) was
approved by the FDA for adults with moderate-to-severe AD and in November 2023, lebrikizumab (Eli Lilly) was approved in the European
Union for adults with moderate-to-severe AD. However there remains a significant unmet need, with only 35% of patients treated with
dupilumab achieving an optimal response and conjunctivitis reported in 5-28% to patients in clinical practice.
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In 2022, two small molecule inhibitors of Janus kinase (JAK), abrocitinib (Pfizer Inc.) and upadacitinib (AbbVie Inc), were approved by the
U.S. FDA for treatment of moderate-to-severe atopic dermatitis, however their use is limited to patients with refractory, moderate-to-severe
AD whose disease is not adequately controlled with other systemic drug products, including biologics, or when use of those therapies is
inadvisable. Abrocitinib is currently approved for the treatment of AD in adults and upadacitinib is approved for the treatment of AD in
adults and pediatric patients 12 years of age and older. Moreover, abrocitinib and upadacitinib carry three black box warnings for safety:
higher rates of cardiovascular events such as heart attack or stroke, cancer, and blood clots.
Market Opportunity in Type 2 Driven Diseases
The type 2 immune response is dominant against environment-related antigens. While important in protection against helminths and in tissue
repair, uncontrolled type 2 responses are implicated in allergy and atopic diseases. The type 2 response is orchestrated by key cytokines IL-4,
IL-5 and IL-13 which are produced by type 2 T helper cells and type 2 innate lymphoid cells. This results in production of Immunoglobulin E
(IgE) and activation of mast cells and eosinophils. Several conditions including asthma, COPD, AD, allergic rhinitis, eosinophilic
gastrointestinal disorders are driven by type 2 inflammation and can be grouped as type 2 driven diseases. The market for type 2 driven
diseases is large and continues to grow with over 500 million patients affected worldwide.
The development of dupilumab has demonstrated the importance of IL-4 and IL-13 signaling in multiple type 2 driven diseases. By targeting
the IL-13 receptor, we believe eblasakimab has the potential to be an effective treatment in a similar range of diseases.
Preclinical and Clinical Development
Eblasakimab is a fully human IgG4 monoclonal antibody that specifically binds to the human IL-13Rα1 protein and was originally made
using the Medarex mouse technology. The antibody was isolated and optimized to have picomolar binding affinity by CSL Behring.
Eblasakimab is a potent inhibitor of both IL-4 and IL-13 signaling with a binding affinity in the picomolar range for human IL-13Rα1. In in
vitro assays, eblasakimab inhibits the release of key allergic mediators, such as thymus and activation regulated chemokine (TARC) that
maintain and amplify allergic reactions initiated by IL-4 and IL-13.
Eblasakimab potently inhibits TARC release from human cells
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Single Ascending Dose Clinical Trial in Healthy Volunteers
In June 2019, we announced the successful completion of a Single Ascending Dose (SAD) clinical trial testing intravenous and subcutaneous
administration of eblasakimab in healthy volunteers. The first subject was enrolled in October 2018 and the last subject was dosed in March
2019. The single ascending dose clinical trial explored the safety, tolerability, pharmacokinetic profile and pharmacodynamic profile of
eblasakimab when dosed via both intravenous and subcutaneous routes of administration. The clinical trial consisted of 10 cohorts with up to
six patients per cohort.
Phase 1 eblasakimab Single Ascending Dose Trial Design (completed)
Eblasakimab was well tolerated at all dose levels via both intravenous and subcutaneous routes of administration. No conjunctivitis was
noted in any subjects dosed with eblasakimab and there were no adverse events that led to discontinuation at any dose level.
Drug-related adverse event
Decreased appetite
Alanine aminotransferase increased
Diarrhea
Pyrexia
Blood lactate dehydrogenase increase
Weight decrease
Lymphocyte count decrease
Headache
C-reactive protein increase
Injection site pruritus (mild)
Any grade
(%)
5
2
2
2
2
2
2
2
2
2
N
2
1
1
1
1
1
1
1
1
1
N = 44
Mild
1
1
1
1
1
1
1
0
1
1
Severity
Moderate
1
0
0
0
0
0
0
1
0
0
Severe
0
0
0
0
0
0
0
0
0
0
The SAD clinical trial also measured the pharmacokinetic profile of eblasakimab and pharmacodynamic markers of inhibiting IL-4 and IL-13
binding to the IL-13Rα1, such as IL-13α1 receptor occupancy and inhibition of phosphorylation of STAT6 (pSTAT6), a key marker of the
signal transduction in allergic inflammation immediately downstream of IL-4 and IL-13 binding to the type 2 receptor. In mouse models of
allergic inflammation, the knockout of STAT6 completely abolished allergic inflammation.
When greater than or equal to 600mg eblasakimab was administered intravenously (10mg/kg) it demonstrated 100% receptor occupancy and
complete inhibition of STAT6 phosphorylation in less than 1 hour after dosing. These effects were maintained for over 29 days following a
single dose of eblasakimab, suggesting monthly dosing may be achievable. The rapid inhibition of IL-4 and IL-13 signaling by eblasakimab
could also lead to a fast onset of symptom relief in AD patients.
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Multiple Ascending Dose Clinical Trial in Moderate-to-Severe Atopic Dermatitis
In October 2019, we initiated a MAD clinical trial testing eblasakimab in moderate-to-severe AD patients. The randomized, double-blind,
placebo-controlled trial evaluated three doses (200mg, 400mg and 600mg) of eblasakimab delivered weekly via subcutaneous injection, with
approximately 8 patients in each cohort. Based on a review of blinded safety data completed in January 2021, the highest dose, 600mg, was
selected for the expansion cohort, which recruited 27 additional patients. Patients were dosed weekly for eight weeks to determine safety and
the efficacy of eblasakimab. The primary endpoint was safety and tolerability. Secondary endpoints included efficacy at eight weeks as
measured by improvement in the Eczema Area and Severity Index (EASI) score, EASI-50, EASI-75, Investigators Global Assessment (IGA),
pruritis numeric rating scale (P-NRS) and Patient-Oriented Eczema Measure (POEM).
The trial was designed with 80% power to detect a 39% improvement in EASI compared to placebo at eight weeks.
The trial recruited approximately 50 moderate-to-severe AD patients and recruitment into the expansion cohort started in January 2021. We
reported topline data from this trial in the third quarter of 2021. After completion of the MAD trial, we initiated a Phase 2b dose-range
finding trial in AD patients.
Eblasakimab MAD Design in Moderate-to-Severe Atopic Dermatitis
In March 2021, we reported positive interim unblinded data from the first three dose cohorts (200mg, 400mg and 600mg) of the ongoing
MAD clinical trial. The first three cohorts randomized 25 patients from the United States, Australia and Singapore. Three patients
discontinued the trial due to restrictions imposed in response to COVID-19. Of the remaining 22 patients, 18 completed at least 29 days of
dosing and assessment and were evaluable for efficacy. The average baseline EASI score of patients was 32.5 and the average IGA score was
3.4 (n=18). At week 8, the average reduction in EASI from baseline at therapeutic doses (400mg and 600mg cohorts) was 74% (n=9)
compared to 42% (n=5) for patients on placebo. 89% of patients achieved EASI-50 versus 40% on placebo; 67% achieved EASI-75 versus
0% on placebo; 56% achieved EASI-90 versus 0% on placebo; and 22% of patients achieved IGA of 0 or 1 versus 0% on placebo. Peak
pruritus improved after just one dose and continued to improve by an average of 46% relative to baseline at week 8 compared to 16% for
patients on placebo. The proportion of patients with adverse events and treatment-related adverse events were similar across treatment and
placebo arms. There were no treatment-related adverse events in the active arm that led to discontinuation.
In September 2021, we announced positive topline data from the completed study conclusively establishing proof-of-concept for
eblasakimab in AD. Efficacy analysis was performed on a modified Intent-to-Treat (mITT) population, excluding 9 patients from a single site
because their eligibility could not be confirmed and was pre-specified and defined prior to unblinding. In both ITT and mITT populations,
eblasakimab achieved a statistically significant improvement versus placebo in the primary efficacy endpoint of percent change from baseline
in the Eczema Area Severity Index (EASI), and, although the study was not designed to do so, also showed statistically significant
improvements in other key efficacy endpoints, such as EASI-50, EASI-75 and POEM.
In the mITT population, the average reduction from baseline in EASI at 8 weeks was 65% (n=16) compared to 27% (n=13) for patients on
placebo (one-sided p-value of 0.014), and 69% achieved EASI-75 versus 15% on placebo (one-sided p-value of 0.005). 44% of patients
achieved Investigator’s Global Assessment (IGA) of 0 or 1 versus 15% on placebo. Peak pruritus improved by an average of 49% (n=16)
relative to baseline at 8 weeks compared to 6% for patients on placebo.
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Phase 2b Dose-Ranging Clinical Trial in Moderate-to-Severe Atopic Dermatitis
TREK-AD is a randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial to evaluate the efficacy and safety of
eblasakimab in adult patients with moderate-to-severe AD. The study will evaluate the efficacy and safety of eblasakimab as monotherapy in
adult patients with moderate-to-severe AD who are candidates for systemic therapy. The study has 5 treatment arms (4 active treatment arms
and 1 placebo arm) evaluating eblasakimab administered as subcutaneous injections at three dose levels and two dosing frequencies (Q2W or
Q4W) after 2 or 3 loading doses:
The study randomized 289 adult patients in the ITT population across over 80 sites in the United States, Europe and Asia and consisted of a
16-week treatment period and 12-week safety follow-up period. In July 2023, we announced positive topline results from the 16 week
treatment period demonstrating eblasakimab 600mg Q4W dose was the best performing arm versus Q2W doses. Eblasakimab dosed once
with 600mg every 4 weeks met primary endpoint in TREK-AD, achieving EASI-75 of 52.0% (compared to 24% on placebo), EASI-90 of
27.6% (compared to 8% on placebo) and vIGA-AD 0/1 of 31.2% (compared to 15% on placebo). Eblasakimab dosed once every two weeks
also met the primary endpoint with statistical significance, as well as meeting key secondary endpoints. The unique loading dose regimen
delivered rapid onset of action with statistically significant improvement in EASI score reduction by week 4 and eblasakimab was generally
well-tolerated at all dose levels with low rates of conjunctivitis and injection site reactions supporting the potential for a differentiated safety
profile. In keeping with several other recent studies, the placebo response was higher than dupilumab studies conducted a decade ago. A high
proportion of patients with milder levels of AD in the US contributed to the high placebo response (over a third of patients in the US had an
EASI score less than 18). Eblasakimab performed equally well in patients with more severe levels of AD, however placebo scores were
greatly reduced, resulting in competitive placebo-adjusted scores. Onset of action in patients with baseline EASI ≥ 18 was also significant
from an earlier timepoint of week 2.
Phase 2 Trial in Moderate-to-Severe Atopic Dermatitis Patients Previously Treated with Dupilumab
TREK-DX is a randomized, double-blinded, placebo-controlled Phase 2 trial to evaluate the efficacy of eblasakimab in dupilumab-
experienced moderate-to-severe AD patients. Due to the growing use of dupilumab in moderate-to-severe AD patients, this study is designed
to establish the potential of eblasakimab in patients who have discontinued dupilumab treatment for any reason, including inadequate control
of AD, loss of access or an adverse event.
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The study is expected to enroll approximately 75 patients randomized 2:1 to receive either eblasakimab 400mg every week or placebo and
will consist of a 16-week treatment period and 8-week safety follow-up period. The primary efficacy endpoint is percentage change in EASI
score from baseline to Week 16. Other key secondary endpoints at Week 16 include proportion of patients achieving EASI score reductions
of 50% (EASI-50) or 75% (EASI-75), vIGA of clear or almost clear (IGA 0/1 response on 5-point scale), and reductions in P-NRS, and
various patient reported outcomes including POEM, as well as safety and tolerability. The topline data readout is expected to be at the end of
2024.
Farudodstat (ASLAN003)
Farudodstat is an orally active, potent inhibitor of DHODH which was designed to address the limitations of first generation DHODH
inhibitors in inflammatory autoimmune diseases. Leflunomide and teriflunomide, which is the active metabolite of leflunomide, are first
generation DHODH inhibitors, approved in the United States, Europe and Asia for the treatment of rheumatoid arthritis and multiple
sclerosis, respectively. These molecules are less potent inhibitors of DHODH as compared to farudodstat and are sufficient to slow the
proliferation of inflammatory cells and therefore adequate in treating chronic inflammatory disorders.
However, these molecules are known to have off-target activities, extremely long wash-out period and have black box warnings for
hepatotoxicity and reproductive toxicity, requiring close patient monitoring or restricting use altogether. In contrast, farudodstat is
structurally distinct from and up to two orders of magnitude more potent at inhibiting DHODH than teriflunomide. It has a half-life of 16
hours with no accumulation, allowing for rapid clearance on cessation of treatment. In contrast to teriflunomide, farudodstat was not found to
be hepatotoxic in rodent studies.
We licensed farudodstat from Almirall, S.A. (Almirall) in 2012 after Almirall’s completion of a Phase 1 single ascending dose clinical trial,
in which the drug was well-tolerated in healthy volunteers. We then conducted two additional Phase 1 clinical trials, exploring multiple
ascending doses and fed/fasted comparison in healthy volunteers. These trials demonstrated that the drug was well-tolerated and had the
potential for once daily dosing. We subsequently explored the activity of farudodstat in AML, by conducting a small Phase 2 study, which
showed some signs of activity in patients with AML and demonstrated that farudodstat was well-tolerated in this population. A Phase 2a
proof of concept clinical study to investigate farudodstat for the treatment of AA was initiated in May 2023 and is expected to read out in
third quarter of 2024.
Mechanism of Action
Pyrimidines are nucleotides and are essential building blocks for the production of deoxyribonucleic acid (DNA) and ribonucleic acid (RNA)
in mammalian cells. Rapidly proliferating cells, such as immune cells in response to disease, require increased levels of adenosine
triphosphate (ATP) and pyrimidines for growth and replication. Farudodstat is an inhibitor of DHODH, which is the enzyme controlling the
conversion of dihydroorotate (DHO) to orotate, the rate limiting step in the de novo synthesis of uridine monophosphate (UMP) which is a
pyrimidine precursor. Inhibition of DHODH therefore restricts the pyrimidine pool available to rapidly proliferating cells. DHODH is located
in the mitochondria and during manufacture of nucleotides it also contributes to the production of ATP. Inhibition of DHODH depletes the
intracellular pool of pyrimidines and contributes to lower levels of ATP, which inhibits the cell’s ability to replicate. Importantly, normally
functioning, non-proliferating cells can utilize salvage pathways to obtain ATP and pyrimidines, so the effects of DHODH inhibition are
expected to selectively affect only the types of rapidly proliferating cells implicated in disease. The metabolic stress induced in response to
DHODH inhibition leads to the reduction of pro-inflammatory cytokine secretion, including interferon gamma (IFNγ), and to increased
apoptosis, and these mechanisms are implicated in a number of autoimmune diseases, including AA, which have shared genetics and immune
pathways. This broad mechanism may have utility in several distinct therapeutic areas. In T-cell mediated inflammatory autoimmune diseases
such as rheumatoid arthritis and multiple sclerosis, inhibition of DHODH to arrest the proliferation of autoreactive lymphocytes is a well-
established treatment strategy.
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The causes of AA are not fully understood, but it is believed to result from a loss of immune privilege in the hair follicle following a
triggering event (e.g., stress, infection, trauma) mediated by IFNγ. This leads to an upregulation of inflammatory cytokine signaling, which
results in an autoimmune-mediated hair loss. In AA, the local increase in IFNγ leads to collapse of immune privilege around the hair follicle
and a Th1 inflammatory response towards the hair bulb, resulting in a premature start of the hair loss cycle and hair follicle degeneration.
DHODH inhibition reduces cytokine secretion and Th1 cell differentiation, thereby directly blocking the key drivers of AA.
Advantages
We believe that farudodstat has the potential to be a best-in-class DHODH inhibitor in autoimmune disease due to the following competitive
advantages:
•
•
Potent inhibition of DHODH. The binding affinity of farudodstat to DHODH is up to two orders of magnitude stronger than
first generation DHODH inhibitors, such as leflunomide and teriflunomide, and other clinical stage compounds.
Addresses the toxicities associated with first generation inhibitors. Existing DHODH inhibitors, such as leflunomide and
teriflunomide, are associated with significant off-target toxicities and carry black box warnings for hepatotoxicity and
reproductive toxicity. Farudodstat has been found to be well tolerated in Phase 1 and Phase 2 studies. In rats and mice,
farudodstat was not hepatotoxic at doses three times higher than the doses of teriflunomide at which hepatotoxicity was
observed, despite farudodstat being over 30 times more potent at inhibiting DHODH, and this study suggested that the on-
target mechanism of DHODH inhibition was not responsible for the hepatotoxicity observed with teriflunomide. Furthermore,
in work undertaken by Liverpool University, a world leading center for hepatotoxicity, scientists evaluated the hepatotoxic
potential of a panel of six DHODH inhibitors in two hepatic in vitro models. In one model, farudodstat was shown to be the
least toxic compound tested despite being one of the most potent DHODH inhibitors, while teriflunomide and leflunomide were
equally the most toxic compounds tested. In the ongoing Phase 2a proof of concept study in AA, emerging blinded safety data
has shown no liver or other major safety concerns to date.
• Highly favorable pharmacokinetic (PK) profile. Both leflunomide and teriflunomide take between three and four weeks to
build to therapeutic levels and two years to clear completely after dosing is stopped. In contrast, farudodstat reaches full
exposure in 24 hours with a half-life of 16 hours allowing rapid clearance following cessation of treatment. Farudodstat shows
a linear, dose-proportional PK profile and allows for once-daily, oral dosing which is important in ensuring patient compliance.
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Market Opportunity in Autoimmune Disease
The autoimmune diseases market is large and continues to grow, with indications such as psoriasis and inflammatory bowel disease (IBD)
affecting as many as 2% and 1% of the United States population, respectively. In 2021, the global autoimmune disease therapeutics market
was valued at $55 billion and is forecast to reach $114 billion by 2028. Many diseases have similar or related underlying pathogenesis, and
some have few or no effective pharmaceutical treatment options.
Autoimmune diseases of the skin include multiple indications such as psoriasis, AA, vitiligo and pemphigus. Patient symptoms vary based on
the specific conditions but can include skin lesions, blisters, plaque and skin scarring. Current treatments are limited to systemic
corticosteroids and immunosuppressive treatments with limited safe and effective long term treatment options.
The broad immunomodulatory and anti-inflammatory properties of farudodstat may have utility in several different diseases and may offer a
safe and convenient treatment option for patients with these diseases. Other than the first generation DHODH inhibitors, leflunomide and
teriflunomide, approved in rheumatoid arthritis and multiple sclerosis respectively, there are no DHODH inhibitors approved for the
treatment of autoimmune disease, presenting a compelling opportunity for farudodstat.
Market Opportunity in Alopecia Areata
AA is a common, inflammatory, non-scarring, autoimmune-mediated hair loss condition with limited treatment options. The cumulative
lifetime prevalence of AA is estimated at about 2%. Among the US population, there are currently 700,000 prevalent cases of AA with 25%
of patients having severe disease and 60% of all patients receiving drug treatment. Until recently there were no approved systemic treatments
for AA.
Baricitinib (Olumiant®), a Janus Kinase (JAK) inhibitor, was approved by FDA in 2022 for the treatment of adult patients with severe AA.
In a Phase 3 study, up to 35% of patients who received baricitinib achieved adequate scalp hair coverage. However, baricitinib has a black
box warning for serious infections, mortality, malignancy, major adverse cardiovascular events, and thrombosis. A second JAK inhibitor,
Ritlecitinib (Litfulo®) was approved by FDA in 2023 for the treatment of severe AA in adults and adolescents 12 years and older and carries
a similar black box warning. Other drugs currently in Phase 3 clinical studies in AA are also JAK inhibitors and, if approved, are expected to
have similar black box warnings as baricitinib and ritlecitinib. Other clinical-stage treatments are few and to our knowledge no other
DHODH inhibitors are currently being investigated for the treatment of AA. Hence, there remains an unmet need for safe and effective
treatment options for AA, and farudodstat is the only DHODH inhibitor currently in clinical development in this disease.
Preclinical and Clinical Development
We assessed the potency of farudodstat using three standard assays: cell free, human primary cell, and human whole blood. The table below
shows that farudodstat is more potent than teriflunomide. The IC50 value is the concentration of the drug required to produce 50% inhibition
of response in the assay.
Study
Enzymatic DHODH inhibition
Human PBMC proliferation inhibition
IFNγ inhibition in human whole blood
Farudodstat
IC50 (µM)
0.035
1.4
2.5
Teriflunomide
IC50 (µM)
1.1
46
259
To address the black box warnings for hepatotoxicity associated with the first generation DHODH inhibitors leflunomide and teriflunomide,
in vitro studies were conducted to further investigate the hepatotoxicity of several DHODH inhibitors. The study demonstrated that
farudodstat has the lowest potential for hepatotoxicity out of 6 approved and clinical stage DHODH inhibitors.
60
Concentration (µM IC50) required to induce mitochondrial toxicity in HepaRG cells at 24 hours
Jones et al (2021) Toxicology in Vitro 72:105096
In established animal models of multiple sclerosis (Experimental Autoimmune Encephalomyelitis - EAE) and rheumatoid arthritis
(Adjuvant-Induced Arthritis - AIA) farudodstat inhibited disease progression in a dose-dependent manner.
Farudodstat’s mechanism of action was tested in an established ex vivo human model of AA. Micro-dissected hair follicles from human
scalp were tested in ex vivo culture systems which preserve the architecture of the hair follicle and allow investigation of molecular
mechanisms of immune privilege (IP) collapse- a key precursor to AA. IP collapse is characterized by expansion of T cells in hair follicle,
IFNγ expression and upregulation of major histocompatibility complex (MHC) I and II proteins. Farudodstat treatment at clinically relevant
doses, significantly inhibited expansion of CD3+ T cells and downregulated MHC I and MHC II expression after AA induction. These
results provide evidence that farudodstat could have the potential to restore immune privilege by inhibiting the key processes of T cell
expansion and MHC expression.
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Our Phase 1 single and multiple ascending dose clinical trials of farudodstat, which were conducted with 95 healthy subjects, demonstrated
dose proportional pharmacokinetics and no accumulation in the body. After a single 100 mg oral dose of farudodstat, the plasma levels of the
drug in Caucasians and Asians were highly similar and demonstrated stable drug levels in plasma at multiple doses. Farudodstat also reached
steady state within about four days of dosing and with minimal accumulation.
Farudodstat Pharmacokinetic Profile
Phase 2a Proof of Concept Study in Alopecia Areata
We initiated a Phase 2a, proof of concept study to investigate the efficacy and safety of farudodstat compared to placebo in adult AA
patients. The study is expected to recruit around 60 patients in the US who will be randomized in 2:1 onto one of the two arms (100mg
farudodstat twice-daily and placebo). An initial treatment period of 12 weeks will be followed by a 12-week crossover treatment period. An
interim analysis will evaluate safety and efficacy after the first 12-week treatment period, and the efficacy assessment will be based on the
percent of change from baseline in the Severity of Alopecia Tool (SALT) score at week 12. We expect to report topline data from the interim
readout in the third quarter of 2024.
Discovery Pipeline
Joint Venture to Develop Novel Pre-clinical AhR Antagonists
In September 2019, we announced that we had established a new joint venture with Bukwang to develop preclinical aryl hydrocarbon
receptor (AhR) antagonists from our early-stage pipeline. The joint venture, JAGUAHR Therapeutics Pte. Ltd. (JAGUAHR), focuses on
developing new immuno-oncology therapeutics for global markets targeting the AhR pathway.
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AhR is a druggable transcription factor that acts as a master regulator of the immune system. The enzymes IDO1, IDO2 and TDO are
frequently overexpressed in numerous tumor types and convert tryptophan into kynurenine (KYN) in the tumor microenvironment. KYN is
then actively transported into dendritic cells and effector T-cells that are mobilized to detect and kill tumor cells. KYN signaling via AhR in
these cell types converts them into regulatory T-cells, suppressing the immune system and preventing it from attacking tumor cells. Research
has demonstrated that the unique advantages of AhR antagonists include broadly inhibiting the signaling of all AhR ligands produced by any
enzyme that metabolizes tryptophan, and robust activation of the immune response to kill cancer cells.
Pursuant to the terms of the agreement establishing the joint venture agreement (the JV Agreement), we transferred the global rights to all of
the assets related to AhR technology, originally discovered and developed by ASLAN and its collaborators, into JAGUAHR. Bukwang
invested a total of $5.0 million in JAGUAHR in two tranches to fund lead optimization and candidate selection. In 2023 JAGUAHR
nominated a Candidate Drug, following which Bukwang made available up to an additional $1.5 million to fund further development. Until
the IND application is filed, we retain the rights to buy back the assets related to AhR technology at a price equal to three times the amount
invested by Bukwang.
At inception we owned a controlling stake 55% of the JAGUAHR entity. The first tranche of $2.5 million was received by JAGUAHR from
Bukwang in October 2019 and the second tranche of $2.5 million was received on April 28, 2021. In consideration for such payment, our
shareholding of JAGUAHR was diluted to 35% from 55%. Bukwang agreed to make up to $1.5 million available to JAGUAHR in 2023, for
which they were granted an option, which, upon the occurrence of certain defined trigger events, requires JAGUAHR to repay Bukwang the
outstanding principal plus accrued interest, or to convert such principal amount to shares following an agreed formula.
Competition
Our industry is intensely competitive and subject to rapid and significant technological change. While we believe that our knowledge,
experience and scientific resources provide us with competitive advantages, we face substantial competition from major pharmaceutical
companies, specialty pharmaceutical companies and biotechnology companies worldwide. Many of our competitors have significantly
greater financial, technical and human resources. Small and early-stage companies may also prove to be significant competitors, particularly
through collaborative arrangements with large and established companies. As a result, our competitors may discover, develop, license or
commercialize products before or more successfully than we do.
We face competition with respect to our current product candidates, and will face competition with respect to future product candidates, from
segments of the pharmaceutical, biotechnology and other related sectors, as well as from academic institutions.
The acquisition or licensing of pharmaceutical products is also very competitive. If we seek to acquire or license products, we will face
substantial competition from a number of more established companies, some of which have acknowledged strategies to license or acquire
products and many of which are bigger than us and have more institutional experience and greater cash flows than we have. These more
established companies may have competitive advantages over us, as may other emerging companies taking similar or different approaches to
product licenses or acquisitions. In addition, a number of established research-based pharmaceutical and biotechnology companies may
acquire products in late stages of development to augment their internal product lines, which may provide those companies with an even
greater competitive advantage.
If our product candidates are approved, they may compete with currently marketed drugs and therapies used for treatment of the same
indications, and potentially with drug candidates currently in development. The key competitive factors affecting the success of any approved
product include its efficacy, safety profile, price, method of administration and level of promotional activity.
Certain competitor drugs and drug candidates to eblasakimab and farudodstat include:
Eblasakimab
• We are not aware of any other drugs targeting IL-13Rα1.
•
Dupilumab from Sanofi S.A. and Regeneron Pharmaceuticals, Inc. is approved to treat moderate-to-severe AD, moderate-to-
severe asthma, chronic rhinosinusitis with nasal polyposis, eosinophilic esophagitis and prurigo nodularis.
63
•
•
•
•
Tralokinumab from Leo Pharma A/S is approved to treat moderate-to-severe AD.
APG777 targets the IL-13 ligand and is being developed by Apogee Therapeutics for moderate-to-severe AD. APG777 is
currently in Phase 1 trials, interim data from healthy volunteers was reported in March 2024.
In addition to the biologics in the market, there are two newly approved JAK inhibitor drugs targeting AD. Abrocitinib from
Pfizer Inc. and upadacitinib from AbbVie Inc. are both approved for the treatment of adults living with refractory, moderate-to-
severe AD, whose disease is not adequately controlled with other systemic drug products, including biologics, or when use of
those therapies is inadvisable.
Lebrikizumab targets the IL-13 ligand and being developed by Dermira, Inc./Eli Lilly. Lebrikizumab completed Phase 3 clinical
trials in AD. a BLA was submitted to the US FDA for AD treatment in November 2022, while European Medicines Agency
(EMA) granted marketing authorization for lebrikizumab in the treatment of moderate-to-severe AD patients.
Farudodstat
•
•
In 2022, baricitinib (Olumiant®), a Janus Kinase (JAK) inhibitor, was the first systemic therapy to be approved by the FDA for
AA. In 2023, ritlecitinib (Litfulo®), also a JAK inhibitor, was approved by FDA for AA. Several other JAK inhibitors
including deuruxolitinib, upadacitinib, jaktinib, SHR0302 and deucravacitinib are currently in clinical development and, if
approved, will pose direct competition to baricitinib and ritlecitinib.
Besides JAK inhibitors, there are other drugs currently in clinical development for AA but none have demonstrated proof of
concept. These include daxdilimab (anti ILT7), etrasimod (S1P inhibitor) and EQ101 (IL-2/9/15 inhibitor), ADX-914 (IL-
7/TSLP), Rezpegaldesleukin (IL-2 T regulatory cell stimulator), IMG-007 (OX40).
• We are not aware of any DHODH inhibitors currently in clinical development for AA. Teriflunomide and leflunomide from
Sanofi S.A. are DHODH inhibitors approved for the treatment of multiple sclerosis and rheumatoid arthritis respectively.
Vidofludimus (Immunic, Inc) is a DHODH inhibitor currently in Phase 3 development for multiple sclerosis.
Manufacturing
All of our clinical supplies are manufactured in accordance with current good manufacturing practices (cGMP) using high quality contract
manufacturing organizations, and we plan to continue to rely on contract manufacturing organizations for our production needs for the
foreseeable future. We do not have internal manufacturing capabilities for small molecules or biological drugs and we do not intend to build
or acquire infrastructure for manufacturing our product candidates for clinical or commercial supply.
License and Collaboration Agreements
License Agreement with CSL
On May 12, 2014, we entered into a license agreement with CSL, which was subsequently amended and restated on May 31, 2019, pursuant
to which we obtained an exclusive, worldwide license to certain intellectual property owned or licensed by CSL, including patents and know-
how, to develop, manufacture for clinical trials and commercialize eblasakimab for the treatment, diagnosis or prevention of diseases or
conditions in humans. Our development under such agreement is currently focused on the treatment of respiratory and inflammatory
conditions, and in particular, AD.
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Under the amended agreement, we are generally obligated to use diligent efforts to develop eblasakimab products in accordance with the
development plan, to obtain marketing approvals for eblasakimab products worldwide and to commercialize eblasakimab products, either by
ourselves or through sublicensees. We have conducted a Phase 2b clinical trial investigating eblasakimab as a therapeutic antibody for
moderate-to-severe AD. In consideration of the rights granted to us under the amended agreement, we will make a first payment of $30
million to CSL upon commencement of a Phase 3 clinical trial of eblasakimab. We will also be required to pay up to an aggregate of $95
million to CSL if certain regulatory milestones are achieved, up to an aggregate of $655 million if certain sales milestones are achieved and
tiered royalties on net sales of eblasakimab products ranging between a mid-single digit percentage and 10%. We are also responsible for all
payments to third-party licensors to CSL, to the extent such obligations relate to our exploitation of the rights licensed under CSL’s
agreement with those parties and sublicensed to us under the amended agreement. For the year ended December 31, 2022, the Company
made a milestone payment of $1 million to CSL in fulfilment of our obligation under the CSL agreement to be responsible for payment
required to be made by CSL to third party licensors of technology relating to exploitation of the rights subject to the CSL agreement. The
commencement of the first Phase 2 clinical trial, being the Phase 2b trial investigating eblasakimab as a therapeutic antibody for moderate-
to-severe AD. The trial is still ongoing and no further milestones have been met.
The amended agreement continues, unless terminated earlier in accordance with its terms, until the last to occur, in the relevant country, on a
country-by-country and product-by-product basis, of: (a) expiry of the last valid CSL patent covering such product in such country, (b) 12
years from first commercial sale of such product in such country or (c) lapse of data or market exclusivity for such product in such country.
In addition to certain other customary termination bases, either party may terminate the amended agreement (i) in the event of the other
party’s material breach of the agreement that remains uncured for a specified period of time, (ii) under certain circumstances related to the
safety of eblasakimab or (iii) if the other party becomes insolvent. In addition, we may terminate the agreement under certain circumstances
related to the development and commercialization of eblasakimab.
If the agreement is terminated in certain circumstances and CSL subsequently commercializes eblasakimab products or grants third-party
rights to commercialize eblasakimab products, then CSL will pay us royalties on the net sales of eblasakimab products or share a low double-
digit percentage of license revenue with us (whichever is applicable). To the extent that CSL is required to pay us royalties following the
termination of the agreement, such royalties will range from a mid-single digit percentage to mid-double digit percentage of net sales of
eblasakimab products, depending on the cause of termination and the stage of development of the eblasakimab products at the time of
termination.
Development and License Agreement with Almirall
On May 16, 2012, we entered into a development and license agreement with Almirall, pursuant to which we obtained an exclusive,
worldwide license to certain patents, know-how and other intellectual property controlled by Almirall to a DHODH inhibitor, LAS186323,
which we refer to as farudodstat. The licensed field covered by this agreement was limited to the treatment or prevention of rheumatoid
arthritis, excluding any topical formulation.
On December 21, 2015, we entered into an amended development and license agreement with Almirall which replaced the previous
agreement, further amended by an amendment agreement entered into on March 16, 2018. Under the agreement as so amended, we obtained
from Almirall an expanded exclusive, worldwide license to develop, manufacture and commercialize farudodstat products for all human
diseases, excluding topically administered products embodying the compound for keratinocyte hyperproliferative disorders, and the non-
melanoma skin cancers basal cell carcinoma, squamous cell carcinomas and Gorlin Syndrome (collectively, the KHD/NMSC products). We
generally have the right to sublicense our rights under the agreement. If Almirall wishes to use a third party to develop KHD/NMSC
products, we have a right of first negotiation to obtain a license from Almirall to carry out those developments.
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Under the amended agreement, we are generally obligated to use commercially reasonable efforts to develop farudodstat products in
accordance with the development plan, and to commercialize farudodstat products, either by ourselves or through sublicensees. We agreed
not to develop or commercialize any competing product that has the same mechanism of action as farudodstat while the intellectual property
licensed from Almirall remains in force or for ten years after the launch of farudodstat products on a country-by-country basis, whichever is
longer. In addition, we granted to Almirall the right to use certain know-how developed by or on behalf of us for Almirall’s internal and
commercial programs for KHD/NMSC products, and Almirall granted us the right to use certain know-how developed by or on behalf of
Almirall in the course of its programs for KHD/NMSC products in the field licensed to ASLAN.
In consideration of the rights granted to us under the amended agreement, we will be required to pay an aggregate of up to $30 million if
certain development milestones are achieved and an aggregate of up to $50 million if certain regulatory milestones are achieved, in each case
across different indications. If we commercialize any farudodstat products, we will be required to pay Almirall tiered royalties in the mid-
single-digit range on net sales of farudodstat products, subject to adjustments in certain circumstances. In the event we sublicense any of our
rights under the agreement relating to the farudodstat technology, we will be obligated to pay Almirall 10% of sublicensee income (excluding
royalties) we may receive under such sublicenses.
Unless earlier terminated, the amended agreement continues indefinitely. Either party may terminate the agreement (i) in the event of the
other party’s material breach of the agreement that remains uncured for a specified period of time, (ii) if significant safety issues arise which
make development or commercialization of the product unlawful or in violation of standard industry practices, (iii) if the other party becomes
insolvent or (iv) if the continuation of the agreement is no longer commercially viable, as proven by us based on supporting objective data
reasonably acceptable to Almirall and us. Almirall may terminate the agreement (i) if we fail to provide evidence of having used
commercially reasonable efforts to pursue development or commercialization, (ii) if we challenge or assist third parties in challenging any
intellectual property rights licensed from Almirall under the amended agreement, (iii) if there is a general withdrawal or recall of farudodstat
products from any country, on a product-by-product and/or country-by-country basis or (iv) upon a change of control of ASLAN if such
change of control could reasonably be expected to lead to an impairment to Almirall, subject to certain conditions.
Collaboration and License Agreement with Kyungnam Biopharma
On March 11, 2019, we entered into a collaboration and license agreement with Kyungnam Biopharma (previously known as BioGenetics),
pursuant to which we granted Kyungnam Biopharma the exclusive right under certain of our intellectual property and intellectual property
that we have licensed from Almirall, to commercialize, and if agreed, manufacture, farudodstat for the treatment of all indications in South
Korea, excluding topically administered products for the treatment of keratinocyte hyperproliferative disorders and certain non-melanoma
skin cancers. Under the agreement, Kyungnam Biopharma will be responsible for obtaining initial and all subsequent regulatory approvals of
farudodstat in South Korea, and we are obligated to use commercially reasonable efforts to provide information and cooperation as needed
for these regulatory approvals. We may provide clinical drug supplies to Kyungnam Biopharma required for regulatory filings and for
commercialization of products, pursuant to a separate manufacturing and supply agreement to be agreed between the parties.
In consideration of the rights granted to Kyungnam Biopharma under the agreement, we received an upfront payment of $1.0 million from
Kyungnam Biopharma and are eligible to receive up to $8.0 million in certain one-time sales and development milestones, the thresholds for
payment of such sales milestones being the aggregate of sales of our asset varlitinib (ASLAN001) under a collaboration and license
agreement with Kyungnam Biopharma entered into on February 27, 2019 and sales of farudodstat products. We are also eligible to receive
tiered double-digit royalties on the aggregate net sales of farudodstat products, ranging from a percentage in the mid-teens up to a percentage
within the mid-twenties. Kyungnam Biopharma is obligated to pay such royalties on a product-by-product basis until the expiration of the
license period described below. Kyungnam Biopharma agreed to contribute a low single-digit percentage of certain clinical trial costs we
incur in the clinical development of farudodstat products for the treatment of acute myeloid leukemia.
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Under the agreement, we reserve the right to revoke the rights granted to Kyungnam Biopharma under this agreement at any time until the
date of a certain regulatory milestone. If we exercise our right to revoke the rights granted to Kyungnam Biopharma, we will be obligated to
pay Kyungnam Biopharma a sum of (i) a low single-digit multiple of certain sums paid by Kyungnam Biopharma under this license
agreement and, if we have agreed upon an international licensing deal for farudodstat, (ii) a low single-digit percentage of the upfront
payment, royalties and sales milestones received by us in any such deal.
During the license period and for one year thereafter, neither Kyungnam Biopharma, nor any of its affiliates, will participate in or fund,
directly or indirectly, the development, manufacture or commercialization of a product which competes with farudodstat. The license period
commences on the effective date of the agreement and, unless terminated earlier pursuant to the terms of the agreement, expires on the tenth
anniversary of first commercial sale, subject to an automatic renewal for a further year, which may be cancelled upon either party’s notice.
Either party may terminate the agreement in the event of an uncured material breach by, or insolvency of, the other party, or in the event of a
material safety risk associated with the product. On any termination of the agreement, the license granted to Kyungnam Biopharma will
terminate, subject to certain transitional provisions.
Intellectual Property
Patents
Our commercial success depends in part on our ability to identify, obtain and seek protection for our products, drug candidates and our core
technologies employing a combination of patent rights, trade secrets, confidentiality agreements and contractual obligations, and to operate
without infringing, misappropriating or otherwise violating the proprietary rights of third parties. It is also important we prevent others from
infringing, misappropriating or otherwise violating our proprietary or intellectual property rights.
Our intellectual property strategy is, where appropriate, to file new patent applications on inventions, including improvements to existing
products/candidates and processes to improve our competitive edge or to improve business opportunities. We continually assess and refine
our intellectual property strategy to endeavor to ensure it is fit for purpose.
Our strategy requires us to license assets from third parties with suitable protection and to identify and seek patent protection for our
inventions, when possible. This process is expensive and time consuming and we may not be able to file and prosecute all necessary or
desirable patent applications at a reasonable cost, in a timely manner or in all jurisdictions where protection may be commercially
advantageous, or we may financially not be able to protect our proprietary rights at all. Despite our efforts to protect our proprietary rights,
unauthorized parties may be able to obtain and use information we regard as proprietary. Where possible, we seek to file in at least major
commercial jurisdictions relevant to the product or technology, however, this is assessed on a case-by-case basis.
Licensing assets from third parties involves technical and scientific due diligence to assess the opportunity, the strength of the intellectual
property protection for the asset and the ability to commercialize the asset. This due diligence is usually conducted over a relatively short
period of time. It can be difficult to identify all the issues relevant to the assessment. Failure to identify all the relevant issues can impact
negatively on the value of the asset.
The issuance of a patent does not ensure that it is valid or enforceable. Therefore, even if we are issued a patent, it may not be valid or
enforceable against third parties. Issued patents may be challenged, narrowed, invalidated or circumvented. In addition, court decisions may
introduce uncertainty in the enforceability or scope of patents owned by pharmaceutical and biotechnology companies. Thus, any of our
patents, including patents that we may rely on to protect our market for approved drugs, may be held invalid or unenforceable by a court of
final jurisdiction.
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Because patent applications in the United States, Europe and many other jurisdictions are typically not published until 18 months after filing,
and because publications of discoveries in scientific literature lag behind actual discoveries, we cannot be certain that we were the first to
make the inventions claimed in our issued patents or pending patent applications, or that we were the first to file for protection of the
inventions set forth in our patents or patent applications. As a result, we may not be able to obtain or maintain protection for certain
inventions. Therefore, the enforceability and scope of our patents in the United States, Europe and in many other jurisdictions cannot be
predicted with certainty and, as a result, any patents that we own or license may not provide sufficient protection against competitors. We
may not be able to obtain or maintain patent protection from our pending patent applications, from those we may file in the future, or from
those we may license from third parties. Moreover, even if we are able to obtain patent protection, such patent protection may be of
insufficient scope to achieve our business objectives.
In addition, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that
prevent marketing of our products or working our own technology. We endeavor to identify early third-party patents and patent applications
which may be blocking to a product or technology, to minimize this risk. However, relevant documents may be overlooked or missed, which
may in turn impact on the freedom to commercialize the relevant asset.
The term of a patent depends upon the laws of the country in which it is issued. In most jurisdictions, including the United States, Europe,
China and Japan, the basic patent term is 20 years from the earliest filing date of a non-provisional patent application. In the United States,
Europe and Japan, patents relating to inventions are effective for 20 years, subject to the payment of renewal fees. Some jurisdictions, such as
the United States, Europe and Japan provide for up to an additional five years patent term extension for therapeutic products that require
marketing approval. The requirements for this supplementary protection are set by the relevant authorities in the given jurisdiction. Products
approved before the expiry of the basic patent term may benefit from such a patent term extension. It is our strategy to apply for such
supplementary protection, where possible.
In addition to patent protection, statutory provisions in the United States, Europe and other countries may provide a period of clinical data
exclusivity which may be followed by an additional period of market exclusivity to compensate for the time required for regulatory approval
of our drug products. Once the relevant criteria are satisfied, the protection applies automatically. The length of protection depends on the
jurisdiction and may also depend on the type of therapy.
Third parties may seek to market “similar” versions of our approved products. Alternatively, third parties may seek approval to market their
own products, similar or otherwise, competitive with our products. We may not be able to block the commercialization of these products,
which may erode our commercial position in the marketplace.
If disputes over intellectual property and other rights that we have licensed or co-own prevent or impair our ability to maintain our current
licensing or exclusivity arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product
candidates. In addition, under certain of our collaboration agreements, our licensors may retain the right to grant non-exclusive licenses to the
licensed patents and technology to other academic or research institutions for non-commercial research purposes.
Certain provisions in the agreements under which we currently license intellectual property or technology to and from third parties may be
susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we
believe to be the scope of our rights to the relevant intellectual property or technology, increase what we believe to be our financial or other
obligations under the relevant agreement or decrease the third party’s financial or other obligations under the relevant agreement, any of
which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Eblasakimab
On May 12, 2014, we entered into a license agreement with CSL, which was subsequently amended and restated on May 31, 2019, pursuant
to which we obtained an exclusive, worldwide license to certain patents, know-how and other intellectual property owned or controlled by
CSL related to CSL’s anti-IL13 receptor monoclonal antibody, CSL334, which we refer to as eblasakimab, and antigen binding fragments
thereof, to develop, manufacture for clinical trials and commercialize eblasakimab for the treatment, diagnosis or prevention of diseases or
conditions in humans. Our development under such agreement is currently focused on the treatment of respiratory and inflammatory
conditions, and in particular, AD.
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With respect to eblasakimab, we exclusively licensed from CSL a family of patents which includes species (specific sequence) composition
of matter patents, derived from WO2008/060813, filed October 19, 2007.
As of March 14, 2024, this family of patents included five issued patents in the United States and issued patents in a number of foreign
countries and jurisdictions, including Australia, Canada, China, Europe, Hong Kong, India, and Japan. The scope of the claims may differ in
the various countries. The issued patents in this family are expected to expire in October 2027, subject to the payment of renewal fees,
excluding any additional term for patent term adjustments or patent term extensions.
Owned by Us
We are co-applicants together with CSL on a number of pending patents mostly relating to medical uses or combination therapies. These
include the following pending patent applications:
• WO2020/197502 filed March 26, 2020 relates to use of eblasakimab in a dosing regimen. As of March 14, 2024, this family of
patents includes patent applications filed in Australia, Canada, China, Europe, Hong Kong, Israel, Japan, South Korea,
Singapore and the United States. If granted, the normal expiry of patents granted under this application is 2040, subject to the
payment of renewal fees.
We are the sole applicant for the following patent applications:
• WO2022/186772 is a published PCT application filed March 1, 2022. It relates to use of eblasakimab to reduce EASI score. As
of March 14, 2024, this family of patents includes patent applications filed in Australia, Canada, China, Europe, Israel, Japan,
Korea, Singapore and the United States. If granted, this case will have a normal expiry of March 2042, subject to payment of
renewal fees.
• WO2022/186773 is a published PCT application filed March 1, 2022. It relates to use of eblasakimab in AD patients with high
baseline levels of IgE. As of March 14, 2024, this family of patents includes patent applications filed in Australia, Canada,
China, Europe, Israel, Japan, Korea, Singapore and the United States. If granted, this case will have a normal expiry of March
2042.
• WO2023/048651 is a published PCT application filed on September 27, 2022. It relates to the use of eblasakimab for treating
moderate/severe atopic dermatitis. As of March 14, 2024, this case is in the international phase and is due to enter the
national/regional phase by end March 2024. If granted, this case will have a normal expiry of September 2042.
• WO2023/048650 is a published PCT application filed on September 27, 2022. It relates to the use of eblasakimab for pruritus.
As of March 14, 2024, this case is in the international phase and is due to enter the national/regional phase by end March 2024.
If granted, this case will have a normal expiry of September 2042.
• WO2023/075700 is a published PCT application filed on October 28, 2022. It relates to a formulation of eblasakimab. As of
March 14, 2024, this case is in the international phase and is due to enter the national/regional phase in April 2024. The case
was also filed in Taiwan on 28 October 2022. If progressed and granted, this case will have a normal expiry of October 2042.
• WO2023/075702 is a published PCT application filed on October 28, 2022. It relates to a formulation of eblasakimab. As of
March 14, 2024, this case is in the international phase and is due to enter the national/regional phase in April 2024. The case
was also filed in Taiwan on 28 October 2022. If progressed and granted, this case will have a normal expiry of October 2042.
• WO2023/140780 is a published PCT application filed on December 15, 2022. It relates to a dosing regimen for eblasakimab.
As of March 14, 2024, this case is in the international phase and is due to enter the national/regional phase in July 2024. If
progressed and granted, this case will have a normal expiry of December 2042.
• WO2023/163659 is a published PCT application filed on February 23, 2023. It relates to a glycosylated form of eblasakimab.
As of March 14, 2024, this case is in the international phase and due to enter the national/regional phase in August 2024. If
progressed and granted, this case will have a normal expiry of February 2043.
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• WO2024/043837 is a published PCT application filed on August 28, 2023. It relates to a formulation of eblasakimab. As of
March 14, 2024, this case is in the international phase and is due to enter the national/regional phase in February 2025. If
progressed and granted, this case will have a normal expiry of August 2043.
• WO2024/054157 is a published PCT application filed on September 6, 2023. It relates to use of eblasakimab for treating sleep
loss. As of March 14, 2024, this case is in the international phase and is due to enter the national/regional phase in March 2025.
If progressed and granted, this case will have a normal expiry of September 2043.
We also own several unpublished priority applications filed in 2023 relating, variously, to the use of eblasakimab in treatment. These cases
are at an early stage and it is unclear what claims may be granted, if any.
Pursuant to the amended and restated license agreement with CSL entered into on May 31, 2019, any patents on intellectual property newly
developed prior to the completion of the SAD study are to be in the joint names of ASLAN and CSL. All patents on intellectual property
newly developed after the completion of the SAD study are to be in the sole name of ASLAN.
Farudodstat
Licensed from Almirall
On May 16, 2012, we entered into a development and license agreement with Almirall, pursuant to which we obtained an exclusive,
worldwide license to certain patents, know-how and other intellectual property controlled by Almirall to a DHODH inhibitor, LAS186323,
which we refer to as farudodstat. On December 21, 2015, we entered into an amended development and license agreement with Almirall
which replaced the previous agreement. This was further amended by an amendment agreement entered into on March 16, 2018. Under the
amended agreement as so amended, we obtained from Almirall an expanded exclusive, worldwide license to develop, manufacture and
commercialize farudodstat products for all human diseases with primary focus on oncology diseases, excluding topically administered
products embodying the compound for keratinocyte hyperproliferative disorders, and the non-melanoma skin cancers basal cell carcinoma,
squamous cell carcinomas and Gorlin Syndrome.
The basic compound protection for farudodstat is provided by the composition of matter family of patents derived from WO2008/077639
filed December 21, 2007. As of March 14, 2024, this family of patents included patents issued in Argentina, Australia, Bolivia, Brazil,
Canada, China, Chile, Columbia, Europe, Hong Kong, India, Indonesia, Israel, Japan, Malaysia, Mexico, New Zealand, Nigeria, Norway,
Peru, Philippines, Russia, Singapore, South Africa, South Korea, Taiwan, Ukraine, Uruguay, the United States (two patents) and Vietnam,
and an allowed patent application in Ecuador. In addition, as of February 28, 2023, this family of patents included patent applications filed in
Egypt, Pakistan, Thailand, and Venezuela. The scope of the claims may differ in different countries. The normal expiration of this family of
patents is December 2027, subject to the payment of renewal fees.
Owned by Us
We are the applicant on a number of pending patents mostly relating to medical uses or combination therapies. These include the following
pending patent applications:
• WO2018/160138 filed March 1, 2018 relates to use of farudodstat in treatment of hematological cancers. As of March 14,
2024, this family of patents includes patents issued in China, Europe, (Germany, France, and UK), Japan, and the United States
(2 cases). The normal expiration of this family of patents is March 2038, subject to the payment of renewal fees.
• WO2022/045984 is a published PCT application filed August 30, 2021, related to treatment of viral infection with farudodstat.
As of March 14, 2024, this family of patents includes patent applications filed Europe, Japan, and the United States. If granted,
the normal expiry for this case will be August 2041, subject to payment of renewal fees.
• WO2022/081095 is a published PCT application filed October 15, 2021, related to treatment of autoimmune disease with
farudodstat. As of March 14, 2024, this family of patents includes patent applications filed China, Europe, Hong Kong, Japan,
Korea, Singapore and the United States. If granted, the normal expiry for this case will be October 2041, subject to payment of
renewal fees.
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• WO2023/204754 is a published PCT application filed April 21, 2022, relating to use of farudodstat for treating an autoimmune
skin disease. A US-continuation-in-part was also filed on March 16, 2023. As of March 14, 2024, this case is in the
international phase and due to enter the national/regional phase in October 2024. If progressed and granted, this case will have
a normal expiry of April 2042.
• WO2023/149841 is a published PCT application filed February 2, 2023, relating to a polymorphic form of farudodstat. The
case was also filed in Taiwan on February 3, 2023. As of March 14, 2024, this case is in the international phase and is due to
enter the national/regional phase in August 2024. If progressed and granted, this case will have a normal expiry of February
2043.
Trade Secrets
In addition to patents, we rely upon unpatented trade secrets and know-how and continuing technological innovation to develop and maintain
our competitive position. However, trade secrets and know-how can be difficult to protect. We seek to protect our proprietary information, in
part, by executing confidentiality agreements with our partners, collaborators, scientific advisors, employees, consultants and other third
parties, and invention assignment agreements which are included in the engagement and employment contracts we have with our consultants
and employees. The confidentiality agreements we enter into are designed to protect our proprietary information and the agreements or
clauses requiring assignment of inventions to us are designed to grant us ownership of technologies that are developed through our
relationship with the respective counterparty. We cannot guarantee that we have entered into such agreements with each party that may have
or have had access to our trade secrets or proprietary technology and processes or that these agreements will afford us adequate protection of
our intellectual property and proprietary information rights. If any of the partners, collaborators, scientific advisors, employees and
consultants who are parties to these agreements breaches or violates the terms of any of these agreements or otherwise discloses our
proprietary information, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result.
If we are unable to maintain the confidentiality of our trade secrets, our business and competitive position may be harmed.
Trademarks and Domain Names
We conduct our business using the trademark “ASLAN,” “ASLAN PHARMACEUTICALS” and our lion logo, as well as domain names
incorporating either or both of these trademarks. “ASLAN” has been registered as a trademark in USA, EU, Japan, China and Singapore.
“ASLAN PHARMACEUTICALS” and our lion logo has been registered in Singapore. We have a portfolio of 12 domain names, which
includes: aslanpharma.com, aslanpharma.com.sg, aslanpharma.com.tw, aslanpharma.asia, aslanpharma.org, and aslanpharma.biz.
Government Regulation
The U.S. FDA and comparable regulatory agencies in state and local jurisdictions and in foreign countries impose substantial requirements
upon the clinical development, manufacture and marketing of pharmaceutical products. These agencies and other federal, state and local
entities regulate research and development activities and the testing, manufacture, quality control, safety, effectiveness, labeling, storage,
packaging, recordkeeping, tracking, approval, import, export, distribution, advertising and promotion of our products.
U.S. Government Regulation of Drug and Biologic Products
In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (FFDCA) and biologics such as eblasakimab
additionally under the Public Health Service Act, as well as the implementing regulations for these laws. The process of obtaining regulatory
approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations requires the expenditure of
substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development
process, approval process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the FDA’s
refusal to approve pending New Drug Applications (NDAs) or Biologics License Applications (BLAs), withdrawal of an approval,
imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.
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The process required by the FDA before product candidates may be marketed in the United States generally involves the following:
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Nonclinical laboratory and animal tests that must be conducted in accordance with GLP;
Submission of an IND, which must become effective before clinical trials may begin;
Approval by an independent institutional review board (IRB) for each clinical site or centrally before each trial may be
initiated;
Adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug product for its
intended use or the safety, purity and potency of a biologic for its intended use, performed in accordance with current clinical
practices (cGCP);
Submission to the FDA of an NDA or BLA and payment of user fees;
Satisfactory completion of a FDA advisory committee review, if applicable;
Pre-Approval inspection of manufacturing facilities for their compliance with cGMP;
Satisfactory completion of FDA audits of clinical trial sites to assure compliance with cGCP and the integrity of the clinical
data;
FDA approval of an NDA or BLA to permit commercial marketing for particular indications for use; and
Compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and
Mitigation Strategy (REMS) and the potential requirement to conduct post-approval studies.
The testing and approval process requires substantial time, effort and financial resources. Preclinical studies include laboratory evaluation of
drug substance chemistry, pharmacology, toxicity and drug product formulation, as well as animal studies to assess potential safety and
efficacy. Prior to commencing the first clinical trial with a product candidate, we must submit the results of the preclinical tests and
preclinical literature, together with manufacturing information, analytical data and any available clinical data or literature, among other
things, to the FDA as part of an IND. Some preclinical studies may continue even after the IND is submitted. The IND automatically
becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety concerns or questions about
the conduct of the clinical trial by imposing a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding
concerns before the clinical trial can begin. Submission of an IND may not result in FDA authorization to commence a clinical trial.
Clinical trials involve the administration of the investigational new drug to human subjects under the supervision of qualified investigators in
accordance with cGCP requirements. A separate submission to the existing IND must be made for each successive clinical trial conducted
during product development, as well as amendments to previously submitted clinical trials. Further, an independent IRB for each study site
proposing to conduct the clinical trial must review and approve the plan for any clinical trial, its informed consent form and other
communications to study subjects before the clinical trial commences at that site. The IRB must continue to oversee the clinical trial while it
is being conducted, including any changes to the study plans.
Regulatory authorities, an IRB or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding
that the subjects are being exposed to an unacceptable health risk, the clinical trial is not being conducted in accordance with the FDA’s or the
IRB’s requirements, if the drug has been associated with unexpected serious harm to subjects, or based on evolving business objectives or
competitive climate. Some studies also include a data safety monitoring board, which receives special access to unblinded data during the
clinical trial and may advise us to halt the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds,
such as no demonstration of efficacy.
In general, for purposes of NDA or BLA approval, human clinical trials are typically conducted in three sequential phases that may overlap.
Phase 1—Studies are initially conducted to test the product candidate for safety, dosage tolerance, structure-activity relationships, mechanism
of action, absorption, metabolism, distribution and excretion in healthy volunteers or subjects with the target disease or condition. If possible,
Phase 1 trials may also be used to gain an initial indication of product effectiveness.
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Phase 2—Controlled studies are conducted with groups of subjects with a specified disease or condition to provide enough data to evaluate
the preliminary efficacy, optimal dosages and dosing schedule and expanded evidence of safety. Multiple Phase 2 clinical trials may be
conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.
Phase 3—These clinical trials are undertaken in larger subject populations to provide statistically significant evidence of clinical efficacy and
to further test for safety in an expanded subject population at multiple clinical trial sites. These clinical trials are intended to establish the
overall risk/benefit ratio of the product and provide an adequate basis for product labeling. These trials may be done globally to support
global registrations so long as the global sites are also representative of the U.S. population and the conduct of the study at global sites
comports with FDA regulations and guidance, such as compliance with cGCP.
The FDA may require, or companies may pursue, additional clinical trials after a product is approved. These so-called Phase 4 studies may
be made a condition to be satisfied after approval. The results of Phase 4 studies can confirm the effectiveness of a product candidate and can
provide important safety information.
Clinical trials must be conducted under the supervision of qualified investigators in accordance with cGCP requirements, which includes the
requirements that all research subjects provide their informed consent in writing for their participation in any clinical trial, and the review and
approval of the study by an IRB. Investigators must also provide information to the clinical trial sponsors to allow the sponsors to make
specified financial disclosures to the FDA. Clinical trials are conducted under protocols detailing, among other things, the objectives of the
trial, the trial procedures, the parameters to be used in monitoring safety and the efficacy criteria to be evaluated and a statistical analysis
plan. Information about some clinical trials, including a description of the trial and trial results, must be submitted within specific timeframes
to the National Institutes of Health (NIH) for public dissemination on their ClinicalTrials.gov website.
The manufacture of investigational drugs for the conduct of human clinical trials is subject to cGMP requirements. Investigational drugs and
active pharmaceutical ingredients imported into the United States are also subject to regulation by the FDA relating to their labeling and
distribution. Further, the export of investigational drug products outside of the United States is subject to regulatory requirements of the
receiving country as well as U.S. export requirements under the FFDCA. Progress reports detailing the results of the clinical trials must be
submitted at least annually to the FDA and the IRB and more frequently if serious adverse events occur.
Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the
chemistry and physical characteristics of the product candidate as well as finalize a process for manufacturing the product in commercial
quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of
the product candidate and, among other things, must develop methods for testing the identity, strength, quality and purity of the final product.
Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the product
candidate does not undergo unacceptable deterioration over its shelf life.
Orphan Drug Designation
Under the Orphan Drug Act, the FDA may designate a drug as an orphan drug if it is intended to treat a rare disease or condition (generally
meaning that it affects fewer than 200,000 individuals in the United States, or more in cases in which there is no reasonable expectation that
the cost of developing and making a drug available in the United States for treatment of the disease or condition will be recovered from sales
of the product). Orphan product designation must be requested before submitting an NDA or BLA. After the FDA grants orphan product
designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation
does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.
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If a product with orphan status receives the first FDA approval for the disease or condition for which it has such designation, the product is
entitled to orphan product exclusivity, meaning that the FDA may not approve any other applications to market the same drug for the same
indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or
if the party holding the exclusivity fails to assure the availability of sufficient quantities of the drug to meet the needs of patients with the
disease or condition for which the drug was designated. Competitors, however, may receive approval of different products for the same
indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the
orphan product has exclusivity. Orphan medicinal product status in the European Union has similar, but not identical, benefits. For example,
the European Union grants ten years of product exclusivity for orphan medicinal products.
Special FDA Expedited Review and Approval Programs
The FDA has various programs, including fast track designation, breakthrough therapy designation, accelerated approval, and priority review,
which are intended to expedite or simplify the process for the development and FDA review of drugs that are intended for the treatment of
serious or life-threatening diseases or conditions and demonstrate the potential to address unmet medical needs. The purpose of these
programs is to provide important new drugs to patients earlier than under standard FDA review procedures.
Under the fast track program, the sponsor of a new drug candidate may request that FDA designate the drug candidate for a specific
indication as a fast track drug concurrent with, or after, the filing of the IND for the drug candidate. To be eligible for a fast track designation,
the FDA must determine, based on the request of a sponsor, that a product is intended to treat a serious or life threatening disease or condition
and demonstrates the potential to address an unmet medical need. The FDA will determine that a product will fill an unmet medical need if it
will provide a therapy where none exists or provide a therapy that may be potentially superior to existing therapy based on efficacy or safety
factors. Fast track designation provides additional opportunities for interaction with the FDA’s review team and may allow for rolling review
of NDA or BLA components before the completed application is submitted, if the sponsor provides a schedule for the submission of the
sections of the application, the FDA agrees to accept sections and determines that the schedule is acceptable, and the sponsor pays any
required user fees upon submission of the first section of the application. However, FDA’s time period goal for reviewing an application does
not begin until the last section of the application is submitted. The FDA may decide to rescind the fast track designation if it determines that
the qualifying criteria no longer apply.
In addition, a sponsor can request breakthrough therapy designation for a drug if it is intended, alone or in combination with one or more
other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may
demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment
effects observed early in clinical development. Drugs designated as breakthrough therapies are eligible for intensive guidance from FDA on
an efficient drug development program, organizational commitment to the development and review of the product including involvement of
senior managers, and, like fast track products, are also eligible for rolling review of the NDA. Both fast track and breakthrough therapy
products are also eligible for accelerated approval and/or priority review, if relevant criteria are met.
Under the FDA’s accelerated approval regulations, the FDA may approve a drug for a serious or life threatening illness that provides
meaningful therapeutic benefit to patients over existing treatments based upon a surrogate endpoint that is reasonably likely to predict clinical
benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an
effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition
and the availability or lack of alternative treatments. A drug candidate approved on this basis is subject to rigorous post marketing
compliance requirements, including the completion of Phase 4 or post approval clinical trials to confirm the effect on the clinical endpoint.
Failure to conduct required post approval studies, or confirm a clinical benefit during post marketing studies, will allow FDA to withdraw the
drug from the market on an expedited basis. All promotional materials for drug candidates approved under accelerated approval regulations
are subject to prior review by FDA.
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Once an NDA or BLA is submitted for a product intended to treat a serious condition, the FDA may assign a priority review designation if
FDA determines that the product, if approved, would provide a significant improvement in safety or effectiveness. A priority review means
that the goal for the FDA to review an application is six months, rather than the standard review of ten months under current Prescription
Drug User Fee Act (PDUFA) guidelines. Under the current PDUFA agreement, these six and ten month review periods are measured from
the 60-day filing date rather than the receipt date for applications for new molecular entities, which typically adds approximately two months
to the timeline for review from the date of submission. Most products that are eligible for fast track breakthrough therapy designation are also
likely to be considered appropriate to receive a priority review.
Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for
qualification or decide that the time period for FDA review or approval will not be shortened. In addition, the manufacturer of an
investigational drug for a serious or life threatening disease is required to make available, such as by posting on its website, its policy on
responding to requests for expanded access. Furthermore, fast track designation, breakthrough therapy designation, accelerated approval and
priority review do not change the standards for approval and may not ultimately expedite the development or approval process.
NDA or BLA Submission and Review by the FDA
Assuming successful completion of the required clinical and preclinical testing, among other items, the results of product development,
including chemistry, manufacture and controls, nonclinical studies and clinical trials are submitted to the FDA, along with proposed labeling,
as part of an NDA or BLA. The submission of an NDA or BLA requires payment of a substantial user fee to the FDA. These user fees must
be filed at the time of the first submission of the application, even if the application is being submitted on a rolling basis. Fee waivers or
reductions are available in some circumstances. One basis for a waiver of the application user fee is if the applicant employs fewer than 500
employees, including employees of affiliates, the applicant does not have an approved marketing application for a product that has been
introduced or delivered for introduction into interstate commerce, and the applicant, including its affiliates, is submitting its first marketing
application.
In addition, under the Pediatric Research Equity Act, an NDA or BLA or supplement thereto for a new active ingredient, indication, dosage
form, dosage regimen or route of administration must contain data that are adequate to assess the safety and efficacy of the drug for the
claimed indications in all relevant pediatric subpopulations, and to support dosing and administration for each pediatric subpopulation for
which the product is safe and effective.
The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after
approval of the product for use in adults or full or partial waivers from the pediatric data requirements.
The FDA must refer applications for drugs that contain active ingredients, including any ester or salt of the active ingredients, which have not
previously been approved by the FDA to an advisory committee or provide in an action letter a summary of the reasons for not referring it to
an advisory committee. The FDA may also refer drugs which present difficult questions of safety, purity or potency to an advisory
committee. An advisory committee is typically a panel that includes clinicians and other experts who review, evaluate and make a
recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the
recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.
The FDA reviews applications to determine, among other things, whether a product is safe and effective for its intended use and whether the
manufacturing controls are adequate to assure and preserve the product’s identity, strength, quality and purity. Before approving an NDA or
BLA, the FDA will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it
determines that the manufacturing processes and facilities, including contract manufacturers and subcontracts, are in compliance with cGMP
requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving an
NDA or BLA, the FDA will typically inspect one or more clinical trial sites to assure compliance with cGCP.
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Once the FDA receives an application, it has 60 days to review and determine if it is substantially complete to permit a substantive review,
before it accepts the application for filing. Once the submission is accepted for filing, the FDA begins an in-depth review. The FDA’s review
times may differ based on whether the application is a standard review or priority review application. The FDA may give a priority review
designation to drugs that are intended to treat serious conditions and provide significant improvements in the safety or effectiveness of the
treatment, diagnosis, or prevention of serious conditions. Under the goals and policies agreed to by the FDA under the PDUFA, the FDA has
set the review goal of 10 months from the 60-day filing date to complete its initial review of a standard NDA or BLA for a new molecular
entity (NME) and make a decision on the application. For non-NME standard applications, the FDA has set the review goal of 10 months
from the submission date to complete its initial review and to make a decision on the application. For priority review applications, the FDA
has set the review goal of reviewing NME NDAs within six months of the 60-day filing date and non-NME applications within six months of
the submission date. Such deadlines are referred to as the PDUFA date. The PDUFA date is only a goal and the FDA does not always meet its
PDUFA dates. The review process and the PDUFA date may also be extended if the FDA requests or the NDA sponsor otherwise provides
additional information or clarification regarding the submission.
Once the FDA’s review of the application is complete, the FDA will issue either a Complete Response Letter (CRL) or approval letter. A
CRL indicates that the review cycle of the application is complete and the application is not ready for approval. A CRL generally contains a
statement of specific conditions that must be met in order to secure final approval of the NDA or BLA and may require additional clinical or
preclinical testing, or other information or analyses in order for the FDA to reconsider the application. Even with the submission of additional
information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If and when those
conditions have been met to the FDA’s satisfaction, the FDA may issue an approval letter. An approval letter authorizes commercial
marketing of the drug with specific prescribing information for specific indications. The FDA may delay or refuse approval of an NDA if
applicable regulatory criteria are not satisfied, require additional testing or information and/or require post-marketing testing and surveillance
to monitor safety or efficacy of a product, or impose other conditions, including distribution restrictions or other risk management
mechanisms. For example, the FDA may require a REMS as a condition of approval or following approval to mitigate any identified or
suspected serious risks and ensure safe use of the drug. The FDA may prevent or limit further marketing of a product, or impose additional
post-marketing requirements, based on the results of post-marketing studies or surveillance programs. After approval, some types of changes
to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further testing
requirements, FDA notification and FDA review and approval. Further, should new safety information arise, additional testing, product
labeling or FDA notification may be required.
If regulatory approval of a product is granted, such approval may entail limitations on the indicated uses for which such product may be
marketed or may include contraindications, warnings or precautions in the product labeling, which has resulted in a black box warning. The
FDA also may not approve the inclusion of labeling claims necessary for successful marketing. Once approved, the FDA may withdraw the
product approval if compliance with pre- and post-marketing regulatory standards is not maintained or if problems occur after the product
reaches the marketplace. In addition, the FDA may require Phase 4 post-marketing studies to monitor the effect of approved products, and
may limit further marketing of the product based on the results of these post-marketing studies.
Post-Approval Requirements
Any products manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including
manufacturing, periodic reporting, product sampling and distribution, advertising, promotion, drug shortage reporting, compliance with any
post-approval requirements imposed as a conditional of approval such as Phase 4 clinical trials, REMS and surveillance, recordkeeping and
reporting requirements, including adverse experiences.
After approval, most changes to the approved product, such as adding new indications or other labeling claims are subject to prior FDA
review and approval. There also are continuing, annual user fee requirements for any approved products and the establishments at which such
products are manufactured, as well as new application fees for supplemental applications with clinical data. Drug manufacturers and their
subcontractors are required to register their establishments with the FDA and certain state agencies and to list their drug products, and are
subject to periodic announced and unannounced inspections by the FDA and these state agencies for compliance with cGMP and other
requirements, which impose procedural and documentation requirements upon us and our third-party manufacturers.
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Changes to the manufacturing process are strictly regulated and often require prior FDA approval before being implemented, or FDA
notification. FDA regulations also require investigation and correction of any deviations from cGMP and specifications, and impose
reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsor may decide to use.
Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain cGMP
compliance.
Later discovery of previously unknown problems with a product, including AEs of unanticipated severity or frequency, or with
manufacturing processes, or failure to comply with regulatory requirements, may result in withdrawal of marketing approval, mandatory
revisions to the approved labeling to add new safety information or other limitations, imposition of post-market studies or clinical trials to
assess new safety risks, or imposition of distribution or other restrictions under a REMS program, among other consequences.
The FDA closely regulates the marketing and promotion of drugs. A company can make only those claims relating to safety and efficacy,
purity and potency that are approved by the FDA. Physicians, in their independent professional medical judgement, may prescribe legally
available products for uses that are not described in the product’s labeling and that differ from those tested by us and approved by the FDA.
We, however, are prohibited from marketing or promoting drugs for uses outside of the approved labeling.
In addition, the Drug Supply Chain Security Act imposes obligations on manufacturers of pharmaceutical products related to product
tracking and tracing.
Failure to comply with any of the FDA’s requirements could result in significant adverse enforcement actions. These include a variety of
administrative or judicial sanctions, such as refusal to approve pending applications, license suspension or revocation, withdrawal of an
approval, imposition of a clinical hold or termination of clinical trials, warning letters, untitled letters, cyber letters, modification of
promotional materials or labeling, product recalls, product seizures or detentions, refusal to allow imports or exports, total or partial
suspension of production or distribution, debarment, injunctions, fines, consent decrees, corporate integrity agreements, refusals of
government contracts and new orders under existing contracts, exclusion from participation in federal and state healthcare programs,
restitution, disgorgement or civil or criminal penalties, including fines and imprisonment. It is also possible that failure to comply with the
FDA’s requirements relating to the promotion of prescription drugs may lead to investigations alleging violations of federal and state
healthcare fraud and abuse and other laws, as well as state consumer protection laws. Any of these sanctions could result in adverse publicity,
among other adverse consequences.
Other U.S. Healthcare Laws and Regulations
Healthcare providers and third-party payors play a primary role in the recommendation and use of medical products and drug formulations
that are granted marketing approval. Arrangements with third-party payors, existing or potential customers and referral sources, including
healthcare providers, are subject to broadly applicable fraud and abuse and other healthcare laws and regulations, and these laws and
regulations may constrain the business or financial arrangements and relationships through which manufacturers conduct clinical research,
market, sell and distribute the products for which they obtain marketing approval. Such restrictions under applicable federal and state
healthcare laws and regulations include the following:
•
The U.S. Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully
soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or kind, in exchange for, or to induce, either
the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be
made under federal healthcare programs such as the Medicare and Medicaid programs. This statute has been interpreted to
apply to arrangements between pharmaceutical manufacturers, on the one hand, and prescribers, purchasers and formulary
managers, among others, on the other hand. The Patient Protection and Affordable Care Act, as amended by the Health Care
and Education Reconciliation Act of 2010 (PPACA), amended the intent requirement of the U.S. Anti-Kickback Statute. A
person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to commit a
violation. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from
prosecution;
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•
•
•
•
•
The federal false claims laws, including the False Claims Act (FCA) and civil monetary penalties laws which prohibit, among
other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare,
Medicaid or other third-party payors that are false or fraudulent, or making a false statement to avoid, decrease, or conceal an
obligation to pay money to the federal government. As a result of a modification made by the Fraud Enforcement and
Recovery Act of 2009, a claim includes “any request or demand” for money or property presented to the U.S. government. In
addition, manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors
if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as
a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any
monetary recovery. Government enforcement agencies and private whistleblowers have investigated pharmaceutical companies
for or asserted liability under the FCA for a variety of alleged promotional and marketing activities, such as providing free
product to customers with the expectation that the customers would bill federal programs for the product; providing consulting
fees and other benefits to physicians to induce them to prescribe products; engaging in promotion for “off-label” uses; and
submitting inflated best price information to the Medicaid Rebate Program. In addition, the PPACA codified case law that a
claim including items or services resulting from a violation of the U.S. Anti-Kickback Statute constitutes a false or fraudulent
claim for purposes of the FCA;
The Health Insurance Portability and Accountability Act of 1996 (HIPAA) prohibits, among other actions, knowingly and
willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party
payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal
investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or
making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare
benefits, items or services;
The federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical
supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific
exceptions, to report annually to the Centers for Medicare & Medicaid Services (CMS), information related to payments and
other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other
healthcare professionals (such as physicians assistants and nurse practitioners) and teaching hospitals, and ownership and
investment interests held by physicians and their immediate family members;
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH), and their
respective implementing regulations, imposes, among other things, specified requirements relating to the security, privacy and
transmission of individually identifiable health information held by entities subject to HIPAA, such as health plans, health care
clearinghouses and certain healthcare providers, known as covered entities, and their respective business associates, persons or
entities that create, use, maintain or disclose individually identifiable health information on behalf of covered entities, as well
as their covered subcontractors. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and
criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions
for damages or injunctions in U.S. federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs
associated with pursuing federal civil actions; and
State and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may
apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require
pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant
compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare
providers and other potential referral sources; state laws that require drug manufacturers to report information related to
payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state and local
laws that require the registration of pharmaceutical sales representatives; and state laws governing the privacy and security of
health information in certain circumstances, many of which differ from each other in significant ways and may not have the
same effect, thus complicating compliance efforts.
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Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available, it is possible that
certain business activities can be subject to challenge under one or more of such laws. In addition, recent health care reform legislation has
strengthened these laws.
Violation of the laws described above or any other governmental laws and regulations may result in significant civil, criminal and
administrative penalties, damages, fines, the curtailment or restructuring of operations, the exclusion from participation in federal and state
healthcare programs, disgorgement, contractual damages, reputational harm, diminished profits and future earnings, imprisonment, and
additional reporting requirements and oversight if a manufacturer becomes subject to a corporate integrity agreement or similar agreement to
resolve allegations of non-compliance with these laws. Furthermore, efforts to ensure that business activities and business arrangements
comply with applicable healthcare laws and regulations can be costly for manufacturers of branded prescription products.
Coverage and Reimbursement
Significant uncertainty exists as to the coverage and reimbursement status of any products, for which we may obtain regulatory approval, and
the procedures utilizing such products. In the United States, sales of any product candidates for which regulatory approval for commercial
sale is obtained will depend in part on the availability of coverage and adequate reimbursement from third-party payors for the approved
products, and procedures which utilize such products. Third-party payors include government authorities and health programs in the United
States such as Medicare and Medicaid, managed care providers, private health insurers and other organizations. These third-party payors are
increasingly reducing reimbursements for medical products and services. The process for determining whether a payor will provide coverage
for a product, or procedures which utilizes such product, may be separate from the process for setting the reimbursement rate that the payor
will pay for the product, or procedures which utilize such product. Third-party payors may limit coverage to specific products on an approved
list, or formulary, which might not include all of U.S. FDA-approved products for a particular indication.
Additionally, the containment of healthcare costs has become a priority of federal and state governments. The U.S. government, state
legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls,
restrictions on coverage and reimbursement and requirements for substitution of less expensive products and procedures. Adoption of price
controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could
further limit our net revenue and results.
A payor’s decision to provide coverage for a product, or procedures which utilize such product, does not imply that an adequate
reimbursement rate will be approved. Further, coverage and reimbursement for products, and procedure which utilize such products, can
differ significantly from payor to payor. Private payors may follow CMS, but have their own methods and approval processes for determining
reimbursement for new medicines, and the procedures that utilize new medicines. As a result, the coverage determination process is often a
time-consuming and costly process that will require us to provide scientific and clinical support for the use of our products to each payor
separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance.
Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness of medical products and
services, in addition to their safety and efficacy. In order to obtain coverage and reimbursement for any product that might be approved for
sale, or any procedure which utilizes such product, it may be necessary to conduct expensive pharmacoeconomic studies in order to
demonstrate the medical necessity and cost-effectiveness of the products, and procedures which utilize such products, in addition to the costs
required to obtain regulatory approvals. If third-party payors do not consider a product, or procedures which utilize such product, to be cost-
effective compared to other available therapies, they may not cover the product, or procedures which utilize such product, after approval as a
benefit under their plans or, if they do, the level of payment may not be sufficient to allow a company to sell its products at a profit.
The marketability of any product candidates for which we or our collaborators receive regulatory approval for commercial sale may suffer if
the government and third-party payors fail to provide adequate coverage and reimbursement for the product, or any procedure which utilizes
such product. In addition, emphasis on managed care in the United States has increased and we expect will continue to increase the pressure
on medical products and services pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable
coverage and reimbursement status is attained for one or more products for which we or our collaborators receive regulatory approval, less
favorable coverage policies and reimbursement rates may be implemented in the future.
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In the European Union, pricing and reimbursement schemes vary widely from country to country. Some countries provide that products may
be marketed only after a reimbursement price has been agreed. Some countries may require the completion of additional studies that compare
the cost-effectiveness of a particular product candidate to currently available therapies. European Union Member States may approve a
specific price for a product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the
product on the market. Other member states allow companies to fix their own prices for products, but monitor and control company profits.
The downward pressure on health care costs has become intense. As a result, increasingly high barriers are being erected to the entry of new
products. In addition, in some countries, cross-border imports from low-priced markets exert competitive pressure that may reduce pricing
within a country. Any country that has price controls or reimbursement limitations may not allow favorable reimbursement and pricing
arrangements.
Health Reform
The United States and some foreign jurisdictions are considering or have enacted a number of reform proposals to change the healthcare
system. There is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs,
improving quality or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has
been significantly affected by federal and state legislative initiatives, including those designed to limit the pricing, coverage, and
reimbursement of pharmaceutical and biopharmaceutical products as well as the procedures which utilize such products, especially under
government-funded health care programs, and increased governmental control of health care costs.
By way of example, in March 2010, the PPACA was signed into law, which is intended to broaden access to health insurance, reduce or
constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add transparency requirements for the healthcare and
health insurance industries, impose taxes and fees on the healthcare industry and impose additional health policy reforms. The PPACA,
among other things, increased the minimum level of Medicaid rebates payable by manufacturers of brand name drugs; required collection of
rebates for drugs paid by Medicaid managed care organizations; required manufacturers to participate in a coverage gap discount program,
under which they must agree to offer point-of-sale discounts (increased to 70 percent, effective as of January 1, 2019) off negotiated prices of
applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be
covered under Medicare Part D; imposed a non-deductible annual fee on pharmaceutical manufacturers or importers who sell certain
“branded prescription drugs” to specified federal government programs, implemented a new methodology by which rebates owed by
manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted, or injected
expanded the types of entities eligible for the 340B drug discount program; expanded eligibility criteria for Medicaid programs; created a
new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research,
along with funding for such research; and established a Center for Medicare Innovation at CMS to test innovative payment and service
delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending.
There have been executive, judicial and Congressional challenges to certain aspects of the PPACA. For example, on June 17, 2021, the U.S.
Supreme Court dismissed a challenge on procedural grounds that argued the PPACA is unconstitutional in its entirety because the “individual
mandate” was repealed by Congress. Further, prior to the U.S. Supreme Court ruling, on January 28, 2021, President Biden issued an
executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the PPACA
marketplace. The executive order also instructs certain governmental agencies to review and reconsider their existing policies and rules that
limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work
requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the PPACA.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or IRA, into law, which, among other things, extends
enhanced subsidies for individuals purchasing health insurance coverage in PPACA marketplaces through plan year 2025. The IRA also
eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-
of-pocket cost and creating a new manufacturer discount program. It is possible that the PPACA will be subject to judicial or Congressional
challenges in the future. It is unclear how such challenges and the healthcare measures of the Biden administration will impact the PPACA.
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Other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. For example, in August 2011,
the Budget Control Act of 2011, among other things, created measures for spending reductions by U.S. Congress. A Joint Select Committee
on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2012 through 2021, was
unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes
aggregate reductions of Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and, due to
subsequent legislative amendments to the statute, including the BBA, will remain in effect through 2032 unless additional Congressional
action is taken. In January 2013, the American Taxpayer Relief Act of 2012, among other things, further reduced Medicare payments to
certain providers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five
years.
Additionally, there have been several recent Congressional inquiries and proposed and enacted federal and state legislation designed to,
among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship
between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. At the federal
level, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple
provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, the U.S. Department of Health and
Humans Services (HHS) released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and
sets out a variety of potential legislative policies that Congress could pursue to advance these principles. In addition, the IRA, among other
things, (i) directs HHS to negotiate the price of certain high-expenditure, single-source drugs and biologics covered under Medicare, and
subject drug manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than the
negotiated “maximum fair price” for such drugs and biologics under the law, and (ii) imposes rebates with respect to certain drugs and
biologics covered under Medicare Part B or Medicare Part D to penalize price increases that outpace inflation. The IRA permits HHS to
implement many of these provisions through guidance, as opposed to regulation, for the initial years. These provisions take effect
progressively starting in fiscal year 2023. On August 29, 2023, HHS announced the list of the first ten drugs that will be subject to price
negotiations, although the Medicare drug price negotiation program is currently subject to legal challenges. It is unclear how the IRA will be
implemented but is likely to have a significant impact on the pharmaceutical industry. In response to the Biden administration’s October 2022
executive order, on February 14, 2023, HHS released a report outlining three new models for testing by the CMS Innovation Center which
will be evaluated on their ability to lower the cost of drugs, promote accessibility, and improve quality of care. It is unclear whether the
models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an
initiative to control the price of prescription drugs through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the
National Institute of Standards and Technology published for comment a Draft Interagency Guidance Framework for Considering the
Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to
exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new
framework. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control
pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product
access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries
and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to
import certain drugs from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which
drugs will be chosen, and whether it will be subject to legal challenges in the United States or Canada. Other states have also submitted SIP
proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower drug prices for
products covered by those programs.
Additional Regulation
In addition to the foregoing, state and federal laws regarding environmental protection and hazardous substances, including the Occupational
Safety and Health Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, affect our business. These and
other laws govern the use, handling and disposal of various biologic, chemical and radioactive substances used in, and wastes generated by,
operations. If our operations result in contamination of the environment or expose individuals to hazardous substances, we could be liable for
damages and governmental fines. Equivalent laws have been adopted in other countries that impose similar obligations.
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U.S. Foreign Corrupt Practices Act
The U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), prohibits corporations and individuals from engaging in certain
activities to obtain or retain business or secure any improper advantage, or to influence a person working in an official capacity. It is illegal to
pay, offer to pay or authorize the payment of anything of value to any employee or official of a foreign government or public international
organization, or political party, political party official, or political candidate in an attempt to obtain or retain business or to otherwise
influence a person working in an official capacity. The scope of the FCPA also includes employees and official of state-owned or controlled
enterprises, which may include healthcare professionals in many countries. Equivalent laws have been adopted in other foreign countries that
impose similar obligations.
Data Privacy and Security
In the ordinary course of our business, we may process sensitive data. Accordingly, we are, or may become, subject to numerous
data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to
data privacy and security. Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer
Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (CPRA) (collectively, CCPA), the European Union’s General
Data Protection Regulation 2016/679 (EU GDPR), and the United Kingdom’s General Data Protection Regulation (UK GDPR). Several
states within the United States, including Virginia, Colorado, Connecticut, and Utah, have also enacted comprehensive data privacy and
security laws and we expect more states to pass similar laws in the future.
The CCPA and EU GDPR are examples of the increasingly stringent and evolving regulatory frameworks related to personal data
processing that may increase our compliance obligations and exposure for any noncompliance. For example, the CCPA imposes obligations
on covered businesses to provide specific disclosures related to a business’s collection, use, and disclosure of personal data and to respond to
certain requests from California residents related to their personal data (for example, requests to delete the individual’s personal data, and to
opt out of certain personal data disclosures). The CCPA also provides for civil penalties and a private right of action for certain data breaches
which may include an award of statutory damages.
Foreign data privacy and security laws, such as the EU GDPR and UK GDPR (collectively, GDPR), impose significant and
complex compliance obligations on entities that are subject to those laws. For example, the GDPR imposes stringent requirements for
controllers and processors of personal data of persons in the European Union and/or United Kingdom, including, more robust disclosures to
individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention of
information, increased requirements pertaining to special categories of data, such as health data, and additional obligations when we contract
with third-party processors in connection with the processing of the personal data. The GDPR also imposes strict rules on the transfer of
personal data out of the European Union and/or the United Kingdom to the United States and other third countries. In addition, the GDPR
provides that European Union member states may make their own further laws and regulations limiting the processing of personal data,
including genetic, biometric or health data.
The GDPR applies extraterritorially, and we may be subject to the GDPR because of our data processing activities that involve the
personal data of individuals located in the European Union and/or the United Kingdom, such as in connection with any European Union
and/or United Kingdom clinical trials. Failure to comply with the requirements of the GDPR and the applicable national data protection laws
of the European Union member states and/or United Kingdom may result in fines of up to €20,000,000 for breaches of the EU GDPR,
£17,500,000 for breaches of the UK GDPR, or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is
higher, and other administrative penalties. GDPR regulations may impose additional responsibility and liability in relation to the personal
data that we process, and we may be required to put in place additional mechanisms to ensure compliance with the new data protection rules.
See the section titled “Item 3.D. – Risk Factors” for additional information about the laws and regulations to which we are or may
become subject and about the risks to our business associated with such laws and regulations.
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C.
Organizational Structure.
Name
Place of Incorporation
ASLAN Pharmaceuticals Limited
ASLAN Pharmaceuticals Pte. Ltd.
Cayman Islands
Singapore
Date of
Incorporation
June 2014
April 2010
Main Business
Investment holding
New drug research and
development
ASLAN Pharmaceuticals Australia Pty Ltd.
Australia
July 2014
New drug research and
development
ASLAN Pharmaceuticals Hong Kong Limited
Hong Kong
July 2015
New drug research and
development
ASLAN Pharmaceuticals (Shanghai) Co. Ltd.
China
May 2016
New drug research and
development
ASLAN Pharmaceuticals (USA) Inc.
United States of America
October 2018
New drug research and
development
JAGUAHR Therapeutics Pte. Ltd.*
Singapore
August 2019
New drug research and
development
*Our shareholding in JAGUAHR Therapeutics Pte. Ltd in April 2021 was diluted from 55% to 35% as a result of which, we no longer hold a
majority controlling interest. JAGUAHR Therapeutics Pte. Ltd. is now the investment in associate of ASLAN Pharmaceuticals Pte. Ltd.
D.
Property, Plants and Equipment.
Our corporate headquarters are located in Singapore. We lease all of our facilities and believe that our facilities are adequate to meet our
needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to
accommodate any such expansion of our operations.
Item 4A. Unresolved Staff Comments
Not Applicable.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated
financial statements and related notes appearing elsewhere in this Annual Report. Some of the information contained in this discussion and
analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and
related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those set
forth in the Item 3.D. “Risk Factors” section of this Annual Report, our actual results could differ materially from the results described in or
implied by these forward-looking statements. Please also see the section titled “Cautionary Statement Regarding Forward-Looking
Statements.”
A.
Operating Results.
Overview
We are a clinical-stage immunology focused biopharmaceutical company developing innovative treatments to transform the lives of patients.
Our portfolio is led by eblasakimab, a potential first-in-class human monoclonal antibody that binds to the IL-13 receptor α1 subunit (IL-
13Rα1), blocking signaling of two pro-inflammatory cytokines, IL-4 and IL-13 which are central to triggering symptoms of AD, such as
redness and itching of the skin. Eblasakimab has the potential to be a best-in-disease therapy for AD and asthma. In July 2023, we announced
topline results from a Phase 2b study of eblasakimab in patients with moderate-to-severe AD over a range of dosages with subcutaneous
administration for 16 weeks. We reported positive topline results from the Phase 2b clinical trial which supported eblasakimab’s potential to
deliver a monthly dosing regimen from initiation in AD without compromising efficacy and with an encouraging safety profile. We are also
developing farudodstat, an orally active, potent inhibitor of human DHODH that has the potential to be a best-in-class therapy in
autoimmune disease.
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Since our inception in 2010, we have devoted substantially all of our resources to acquiring rights to, and developing our product candidates,
including preclinical studies and clinical trials and providing general and administrative support for our operations. We have not generated
any revenue from product sales and we do not currently have any products approved for commercialization. We have financed our operations
through a combination of debt and equity financings, including public and private offerings, and government grants. Our need for additional
capital raises substantial doubt about our ability to continue as a going concern. We will need to obtain substantial additional financing for
our operations, and if we fail to obtain additional financing, we may be forced to delay, reduce or eliminate our product development
programs or commercialization efforts. See the section titled “Item 3.D. – Risk Factors” for additional information.
2024 Offering
On March 12, 2024, we entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with the purchasers named
therein (the 2024 Purchasers), pursuant to which we agreed to sell to the 2024 Purchasers, in a registered direct offering, 125,000,000
ordinary shares in the form of 5,000,000 ADSs, at a purchase price of $1.00 per ADS. The ADSs were offered by the Company pursuant to a
shelf registration statement on Form F-3, which was filed with the SEC on March 24, 2023 and declared effective on April 6, 2023 (File No.
333-270835) and a prospectus supplement thereunder.
Pursuant to the Securities Purchase Agreement, in a concurrent private placement, we also agreed to sell and issue to the 2024 Purchasers
unregistered warrants (the 2024 Warrants) to purchase up to 125,000,000 ordinary shares in the form of 5,000,000 ADSs. The 2024 Warrants
are exercisable upon issuance at an exercise price of $1.00 per ADS and have a term of five years. Pursuant to the Securities Purchase
Agreement, we filed a resale registration statement with the SEC on Form F-3 covering the resale of the ADSs underlying the 2024 Warrants,
which was filed with the SEC on March 25, 2024 (File No. 333-278217) and which was declared effective March 29, 2024. The issuance of
the ADSs and 2024 Warrants to the 2024 Purchasers (the 2024 Offering) closed on March 14, 2024 and resulted in gross proceeds to us of
approximately $5.0 million. If all 2024 Warrants are fully-exercised we will receive an additional $5.0 million in gross proceeds.
2023 Private Placement
On February 24, 2023, we entered into a Unit Purchase Agreement (the Unit Purchase Agreement), with fund entities affiliated with BVF
Partners L.P. (collectively, BVF) and the other purchasers named therein (the 2023 Purchasers), pursuant to which we agreed to sell to the
2023 Purchasers, in a private placement offering, an aggregate of (i) 112,359,550 ordinary shares and (i) pre-funded warrants (the Pre-
Funded Warrants), to purchase twenty-five ordinary shares, represented by ADSs, at a purchase price of $0.178 per ordinary share (or the
equivalent of $4.45 per ADS) and $4.4475 per Pre-Funded Warrant (or ADS), respectively, which represented a 15% premium to the ADSs’
ten-day volume-weighted average price (VWAP) (the 2023 Private Placement). The 2023 Private Placement closed on February 27, 2023,
and resulted in gross proceeds to us of approximately $20 million.
As part of the 2023 Private Placement, the Purchasers also received two tranches of warrants exercisable in the aggregate for up to
11,061,823 ADSs (or Pre-Funded Warrants). The first tranche of warrants, which lapsed on September 4, 2023, was comprised of (i) 50% of
warrants that are exercisable upon issuance and until 60 days after the public announcement of our topline data from our TREK-AD Phase 2b
clinical trial investigating eblasakimab in AD (the eblasakimab announcement) at an exercise price of $6.50 per ADS and (ii) 50% of
warrants which could only be exercised within 60 days after the eblasakimab announcement at an exercise price based on the higher of $6.50
and a 50% discount to the ADSs’ VWAP measured across a specified period after the eblasakimab announcement. The second tranche of
warrants is similarly comprised of (i) 50% of warrants exercisable upon issuance until 60 days after the public announcement of topline
interim data from our planned Phase 2 proof of concept trial investigating farudodstat (the farudodstat announcement) at an exercise price of
$8.15 per ADS, and (ii) 50% of warrants which can only be exercised within 60 days after the farudodstat announcement at an exercise price
based on the higher of $8.15 and a 50% discount to the ADS VWAP measured across a specified period after the farudodstat announcement
(collectively, the Tranche Warrants). The Tranche Warrants have a term of five years and include a mandatory exercise provision, subject to
the satisfaction of certain pre-specified conditions. If all Tranche Warrants are fully-exercised we will receive an additional $80 million in
gross proceeds. As of December 31, 2023, the 2023 Purchasers had not exercised any Tranche Warrants.
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Pursuant to the Unit Purchase Agreement, we granted BVF the right to nominate one individual to our Board of Directors and are required to
recommend to our shareholders to elect such nominee until such time that BVF retains beneficial ownership of less than 9.9% of the issued
and outstanding ordinary shares (including any Pre-Funded Warrants BVF holds as if fully exercised).
2021 Private Placement
In February 2021, we sold 25,568,180 ordinary shares (the equivalent of 1,022,727 ADSs) in a private placement for net proceeds of
approximately $18.0 million pursuant to a securities purchase agreement the Company entered into with the purchasers in the private
placement.
Underwritten Public Offering
In March 2021, we sold 3,450,000 ADSs representing 86,250,000 ordinary shares in an underwritten public offering for net proceeds of
approximately $64.9 million after deducting underwriting discounts and commissions and offering expenses.
At-the-market Offering
On October 9, 2020, we entered into an Open Market Sale AgreementSM as amended on September 13, 2022 (the ATM Sale Agreement) with
Jefferies LLC, pursuant to which we may issue and sell ADSs from time to time, through at-the-market offerings under which Jefferies LLC
will act as sales agent and/or principal.
During the year ended December 31, 2021, we raised net proceeds of approximately $14.1 million under ATM Sale Agreement by offering
24,594,360 ordinary shares (equivalent of 983,774 ADSs). During the year ended December 31, 2022, there was no issuance of ordinary
shares/ADS under the ATM Sale Agreement. During the year ended December 31, 2023, we raised net proceeds of approximately $3.0
million under the ATM Sale Agreement by offering 31,245,250 ordinary shares (an equivalent of 1,249,810 ADSs).
We did not generate revenue for the year ended December 31, 2021 and 2022. We generated $12.0 million of revenue for the year ended
December 31, 2023, which was related to out-licensing activities. To date we have outsourced our manufacturing and clinical operations to
third parties. We do not intend to operate our own clinical trials or build or acquire infrastructure for manufacturing our drugs for clinical or
commercial supply. All of our clinical supplies are manufactured in accordance with cGMP using high quality contract manufacturing
organizations based in the United States, Europe and Asia.
As of December 31, 2023, we had cash and cash equivalents of $21.3 million. We have never been profitable and have incurred significant
net losses in each period since our inception. Our consolidated net loss attributable to ordinary shareholders for the years ended December
31, 2021, 2022 and 2023 was $31.3 million, $51.4 million and $44.2 million, respectively. As of December 31, 2023, we had an accumulated
deficit of $321.1 million. Our primary use of cash is to fund research and development costs. Our operating activities used $34.0 million,
$38.4 million and $46.6 million of cash flows during the years ended December 31, 2021, 2022 and 2023, respectively. We expect to
continue to incur significant expenses and operating losses for the foreseeable future.
We expect expenses to be incurred in connection with our ongoing activities as we:
•
•
Continue to invest in the clinical development of our product candidates, including in connection with the following planned
and ongoing clinical trials:
o
o
o
Eblasakimab Phase 2b clinical trial in AD;
Eblasakimab Phase 2 clinical trial in dupilumab-experienced AD patients;
Farudodstat Phase 2a clinical trial in AA; and
o Any additional clinical trials that we may conduct for product candidates;
Engage third parties to manufacture product candidates for clinical trials and, if any product candidates are approved, for
commercialization;
85
• Maintain, expand and protect our intellectual property portfolio; and
•
Incur additional costs with operating as a U.S. public company.
We will continue to require additional capital to support our operating activities as we advance our product candidates through clinical
development, regulatory approval and, if any of our product candidates are approved, commercialization. The amount and timing of our
future funding requirements will depend on many factors, including the pace and results of our product development efforts.
Out-licensing Agreements
To date, we have an out-licensing agreement with Zenyaku Kogyo Co., Ltd.
Zenyaku Kogyo Co., Ltd – License of eblasakimab for Japan
On June 22, 2023, we entered into a development and commercialization agreement with Zenyaku Kogyo Co., Ltd. (Zenyaku) granting to
Zenyaku the exclusive rights to develop and, provided certain conditions are met, commercialize eblasakimab in atopic dermatitis and all
other indications in Japan. Zenyaku agreed to make a non-refundable upfront payment of $12.0 million in return for the use of the rights
granted to Zenyaku. In addition, we are eligible to receive up to $29.5 million in development milestones and up to $94 million in
commercial milestones. Zenyaku will make double digit royalty payments to ASLAN on net sales of eblasakimab in percentages ranging up
to low twenties.
Under the terms of the agreement, Zenyaku will be exclusively responsible for all development and, potentially, commercialization activities
for eblasakimab in Japan. Zenyaku plans to initiate a Phase 1 study of eblasakimab in Japan in the first half of 2024. We do not bear any risks
and costs on the development of eblasakimab by Zenyaku in Japan. Accordingly, Zenyaku has exclusive control over relevant activities that
significantly affect the returns of the development and commercialization of eblasakimab in Japan.
In-licensing Agreements
We are required to make milestone payments upon the achievement of certain development, regulatory and commercial milestones and
royalties based on the net sales of the licensed products and therefore, we expect our results of operations will continue to be affected by
these agreements. For the years ended December 31, 2022 and 2023, we did not make any other payments related to the in-license
agreements. See “Item 4.B. Information on the Company – Business Overview—License and Collaboration Agreements” for a description of
our license agreements, which includes a description of the termination provisions of these agreements.
Key Components of Results of Operations
Revenues
To date, we have not generated any revenue from product sales and do not expect to generate any revenue from product sales until our
product candidates receive regulatory approval. We did not generate revenue for the years ended December 31, 2021, and 2022. For the year
ended December 31, 2023, we generated revenue of $12.0 million which consists of an upfront payment received from Zenyaku under out-
licensing arrangements, as described above.
Research and Development Expenses
The largest component of our operating expenses since inception has been research and development activities, including the preclinical and
clinical development of our product candidates. Research and development costs are expensed as incurred. Our research and development
expenses primarily consist of:
•
•
Costs incurred under agreements with contract research organizations and investigative sites that conduct preclinical studies
and clinical trials;
Costs related to manufacturing pharmaceutical active ingredients and product candidates for preclinical studies and clinical
trials;
86
•
•
•
•
Salaries and personnel-related costs, including bonuses, related benefits and share-based compensation expense for our
scientific personnel performing or managing out-sourced research and development activities;
Fees paid to consultants and other third parties who support our product candidate development;
Other costs incurred in seeking regulatory approval of our product candidates; and
Allocated facility-related costs and overhead.
Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical
development, primarily due to the increased size and duration of later-stage clinical trials. Accordingly, we expect research and development
costs to increase significantly for the foreseeable future as our programs progress. However, we do not believe that it is possible at this time
to accurately project total program-specific expenses through commercialization. Our expenditures on current and future preclinical and
clinical development programs are subject to numerous uncertainties in timing and cost to completion. In addition, we may enter into
additional collaboration arrangements for our product candidates, which could affect our development plans or capital requirements.
We allocate direct costs to product candidates when they enter into clinical development. For product candidates in clinical development, we
allocate development and manufacturing costs to our product candidates on a program-specific basis, and we include these costs in the
program-specific expenses. Our direct research and development expenses tracked by program consist primarily of external costs, such as
fees paid to outside consultants, CROs, and contract manufacturing organizations in connection with our preclinical development,
manufacturing and clinical development activities. We do not allocate employee costs or facility expenses, including other indirect costs, to
specific programs because these costs are deployed across multiple programs and, as such, are not separately presented. We use internal
resources primarily to oversee research and discovery as well as for managing our preclinical development, process development,
manufacturing and clinical development activities. These employees work across multiple programs and, therefore, we do not track their
costs by program.
The table below summarizes our research and development expenses incurred by program for the periods presented:
Direct research and development expense by product:
Eblasakimab
Farudodstat
JAGUAHR*
Other R&D costs related to the products
Indirect research and development expense:
Employee benefit and travel expense
Other indirect research and development expense
Total research and development expense
2021
For the year ended
2022
(in thousands)
2023
15,539
2,105
717
781
2,879
—
22,021 $
27,373
2,862
—
2,115
5,650
—
38,000 $
31,104
3,923
1,271
6,197
—
42,495
$
* On April 28, 2021, our shareholding of JAGUAHR was diluted to 35% from 55%, resulting in loss of control over the subsidiary; expenses
for JAGUAHR are incurred up till the date of control loss.
General and Administrative Expenses
General and administrative expenses consist of personnel costs and other expenses for outside professional services, including legal, audit
and accounting services. Personnel costs consist of salaries, bonuses, benefits and stock-based compensation. Other general and
administrative expenses include facility-related costs not otherwise allocated to research and development expense, professional fees,
expenses associated with obtaining and maintaining patents and costs of our information systems.
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Non-Operating Income and Expenses
Other Income
Other non-operating income is the ADS issuance contribution receivable from J.P. Morgan Chase Bank N.A., the Custodian and the
Depositary, as part of the conversion of ordinary shares to ADSs due to the Taiwan delisting in 2020 and issuance of new ADSs. For the year
ended December 31, 2021, and 2023, the Company recognized a total of $1.1 million, and $0.4 million, respectively, as other non-operating
income and did not recognize any related other income as of December 31, 2022.
Other Gains and Losses, Net
Other gains and losses are primarily net gains and losses from realized and unrealized currency exchange differences, valuation on fair value
changes of financial assets and liabilities at fair value through profit or loss incurred during the period. For the years ended December 31,
2021, 2022 and 2023, other gains (losses) were $1.1 million, ($0.03) million and $3.1 million, respectively.
Finance Costs
Finance costs are interest expenses primarily from the Singapore Economic Development Board (EDB) repayable grant, the CSL Facility, the
Convertible Loan Facility, the October/November 2019 Loan Facility and the K2 HealthVentures Loan Facility. For the years ended
December 31, 2021, 2022 and 2023, finance costs were $1.9 million, $3.7 million and $4.3 million, respectively. The CSL Facility was
repaid in July 2021 and the October/November 2019 Loan Facility was repaid in March 2021.
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Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read
together with our consolidated financial statements and related notes included elsewhere in this Form 20-F. Our operating results in any
period are not necessarily indicative of the results that may be expected for any future period.
Net revenues
Cost of revenues
Operating expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Loss from operations
Non-operating income and expenses
Interest income
Other income
Gain on dilution of subsidiary and recognition of associate
Other gains and losses
Finance costs
Total non-operating income and expenses
Share in losses of associated company, accounted for using
equity method
Loss before income tax
Income tax expense
Net loss for the year
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Unrealized gain on investments in equity instruments at fair
value through other comprehensive income
Total comprehensive loss
Net loss attributable to:
Stockholders of the Company
Non-controlling interests
Total comprehensive loss attributable to:
Stockholders of the Company
Non-controlling interests
Weighted-Average ordinary shares used in calculating
net loss per ordinary shares, basic
Weighted-Average ADS used in calculating
net loss per ADS, basic
Net loss per ordinary share, basic and diluted
Net loss per equivalent ADS, basic and diluted
Each ADS represents twenty-five ordinary shares.
89
Year Ended December 31,
2021
2023
2022
(in thousands, other than shares or share data)
—
—
(11,825 )
(22,021 )
(33,846 )
(33,846 )
—
1,108
2,308
1,106
(1,861 )
2,661
(405 )
(31,590 )
—
(31,590 )
—
(31,590 )
(31,321 )
(269 )
(31,590 )
(31,321 )
(269 )
(31,590 )
—
—
(9,882 )
(38,000 )
(47,882 )
(47,882 )
354
386
—
(29 )
(3,676 )
(2,965 )
(436 )
(51,283 )
(99 )
(51,382 )
—
(51,382 )
(51,382 )
—
(51,382 )
(51,382 )
—
(51,382 )
12,000
—
(13,240 )
(42,495 )
(55,736 )
(43,736 )
405
462
—
3,122
(4,332 )
(343 )
(9 )
(44,087 )
(133 )
(44,220 )
236
(43,984 )
(44,220 )
—
(44,220 )
(43,984 )
—
(43,984 )
325,684,272
348,723,365
411,242,644
13,027,371
(0.10 )
(2.40 )
13,948,935
(0.15 )
(3.68 )
16,449,706
(0.11 )
(2.69 )
Comparison of the Years Ended December 31, 2022 and 2023
Revenue
We did not generate revenue for the year ended December 31, 2022. For the year ended December 31, 2023, we generated revenue of $12.0
million, which consists of an upfront payment received under an out-licensing arrangement.
General and Administrative Expenses
The following table sets forth the components of our general and administrative expenses for the years indicated.
(In thousands)
General and administrative expenses
Employee benefit and travel expenses
Professional fees
Offering costs
Rent relating to operating leases
Other costs
Total general and administrative expense
Year Ended December 31,
2022
%
2023
%
5,992
1,999
863
90
937
9,881
61 %
20 %
9 %
1 %
9 %
100 %
7,612
2,536
1,950
86
1,056
13,240
57 %
19 %
15 %
1 %
8 %
100 %
General and administrative expenses increased by $3.3 million from $9.9 million for the year ended December 31, 2022, to $13.2 million for
the year ended December 31, 2023. The increase in general and administrative expenses was mainly due to increase of employees and legal
fees related to financing.
Research and Development Expenses
The following table sets forth the components of our research and development expenses for the years indicated.
(In thousands)
Research and development expenses
Preclinical and clinical development expenses
Manufacturing expenses
Employee benefit and travel expenses
Total research and development expenses
Year Ended December 31,
2022
%
2023
%
18,347
14,003
5,650
38,000
48 %
37 %
15 %
100 %
22,579
13,719
6,197
42,495
53 %
32 %
15 %
100 %
Research and development expenses increased by $4.5 million from $38.0 million for the year ended December 31, 2022 to $42.5 million for
the year ended December 31, 2023. The increase was driven primarily by the increase of clinical development expenses and manufacturing
costs related to eblasakimab.
Other Income
For the year ended December 31, 2023, the Company recognized a total $0.5 million, as other non-operating income mainly from the ADS
issuance contribution and did not recognize any related other income as of December 31, 2022.
Other Gains and Losses, Net
Other net losses for the year ended December 31, 2022, were $0.03 million and other net gains for the year ended December 31, 2023 were
$3.1 million. The increase was primarily due to valuation gains on the fair value changes of financial assets and liabilities in 2023.
Net Loss Attributable to Ordinary Shareholders
For the years ended December 31, 2022, and 2023, net loss attributable to our stockholders was $51.4 million and $44.2 million, respectively.
The decrease in net losses was due to the out-licensing revenue from Zenyaku in 2023.
90
Comparison of the Years Ended December 31, 2021 and 2022
For the discussion covering the comparison between the years ended December 31, 2022 and 2021, please refer to “Item 5” of our Annual
Report on Form 20-F for the year ended December 31, 2022 filed with the SEC.
B.
Liquidity and Capital Resources.
Since inception, we have invested most of our resources in the development of our product candidates, building our intellectual property
portfolio, developing our supply chain, conducting business planning, raising capital and providing support for our operations. To date we
have funded our operations through public and private placements of equity securities, upfront and milestone payments received from our
collaborators, funding from governmental bodies and interest income from banks. As of December 31, 2023, we raised aggregate gross
proceeds of $303.7 million from private and public offerings, we had received aggregate gross upfront payments of $25.3 million from our
collaborators and received an aggregate of $7.5 million in grants from government bodies. Since our inception, we have incurred net losses
and negative cash flows from our operations. Substantially all of our losses have resulted from funding our research and development
programs and general and administrative costs associated with our operations. We incurred net losses attributed to the stockholders of the
company of $31.3 million, $51.4 million and $44.2 million for the years ended December 31, 2021, 2022 and 2023, respectively. As of
December 31, 2022 and 2023, we had an accumulated deficit of $278.4 million and $321.1 million, respectively. Our operating activities
used $34.0 million, $38.4 million and $46.6 million of cash outflows during the years ended December 31, 2021, 2022 and 2023,
respectively.
As of December 31, 2023, we had cash and cash equivalents of $21.3 million. We do not believe that our existing cash will be sufficient to
fund our planned operating and capital expenditures for at least the next 12 months from the date of our financial statements included
elsewhere herein. A change in circumstances may also result in the depletion of our capital resources more rapidly than we currently
anticipate. These factors raise substantial doubt about our ability to continue as a going concern.
From October 9, 2020 through February 19, 2021, we sold 1,772,594 ADSs for net proceeds of $21.5 million under the ATM Sale Agreement
with Jefferies LLC through at-the-market offerings, of which net proceeds of $14.1 million was raised from January 1, 2021 through
February 19, 2021. In February 2021, we sold 25,568,180 ordinary shares (an equivalent of 1,022,727 ADSs) in a private placement for gross
proceeds of approximately $18.0 million pursuant to a securities purchase agreement. In March 2021, we sold 3,450,000 ADSs representing
86,250,000 ordinary shares in an underwritten public offering for net proceeds of $64.9 million after deducting underwriting discounts and
commissions and offering expenses. On July 12, 2021, we entered into a Loan, Guaranty, and Security Agreement with K2 HealthVentures
LLC (K2HV) which provides us for up to $45.0 million of loan facility. The first tranche of $20.0 million was closed and received in 2021.
In January 2022, we drew down the second tranche of the loan facility provided by K2HV and the funds were received in February 2022.
Total proceeds of approximately $117.0 million was raised for year ended December 31, 2021. During the year ended December 31, 2022,
there was no issuance of ordinary shares/ADS. Total proceeds of approximately $3.0 million was raised for year ended December 31, 2023.
On February 24, 2023, we entered into the Unit Purchase Agreement with the 2023 Purchasers. The 2023 Private Placement closed on
February 27, 2023 and we received gross proceeds of approximately $20.0 million. On March 12, 2024, we entered into the Securities
Purchase Agreement with the 2024 Purchasers. The 2024 Offering closed on March 14, 2024 and we received gross proceeds of
approximately $5.0 million.
We have not achieved profitability since our inception and we expect to continue to incur net losses for the foreseeable future.
We expect to fund our long-term anticipated operating and capital expenditure requirements through public and private offerings of our ADSs
and ordinary shares.
Our future capital requirements will depend on many factors, including:
•
•
•
The scope, progress, results and costs of drug discovery, preclinical development, laboratory testing and clinical trials for our
product candidates;
The costs, timing and outcome of regulatory review of our product candidates;
The costs of establishing or contracting for sales, marketing and distribution capabilities if we obtain regulatory approvals to
market our product candidates;
91
•
•
•
•
•
•
•
The costs of securing and producing drug substance and drug product material for use in preclinical studies, clinical trials and
for use as commercial supply;
The costs of securing manufacturing arrangements for development activities and commercial production;
The scope, prioritization and number of our research and development programs;
The extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under future
collaboration agreements, if any;
The extent to which we acquire or in-license other product candidates and technologies;
The costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights
and defending intellectual property-related claims; and
The effects of the disruptions to and volatility in the credit and financial markets in the United States and worldwide from
geopolitical and macroeconomic events, including health epidemics or pandemics, the ongoing Russia-Ukraine conflict and the
conflict in the Middle East, and related sanctions, and bank failures.
We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we
currently expect. If our planned preclinical and clinical trials are successful, or our other product candidates enter clinical trials or advance
beyond the discovery stage, we will need to raise substantial additional financing in the future to fund our operations. In order to meet these
additional cash requirements, we may incur debt, out-license certain intellectual property and seek to sell additional equity or convertible
securities that may result in dilution to our stockholders. If we raise additional funds through the issuance of equity or convertible securities,
these securities could have rights or preferences senior to those of our ADSs and ordinary shares and any indebtedness could contain
covenants that restrict our operations. There can be no assurance that we will be able to obtain additional equity or debt financing on terms
acceptable to us, if at all. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions
and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from macroeconomic
events, such as the COVID-19 pandemic, the ongoing Russia-Ukraine conflict and the conflict in the Middle East, and related sanctions, and
bank failures, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth,
increases in unemployment rates, and uncertainty about economic stability. If the equity and credit markets deteriorate, it may make any
necessary debt or equity financing more difficult, more costly and more dilutive.
K2HV Loan Facility
Loan Agreement
In July 2021, we entered into a Loan, Guaranty, and Security Agreement (Loan Agreement) with ASLAN Pharmaceuticals Pte. Ltd (ASLAN
Singapore) as guarantor, the lenders from time to time party thereto, K2 HealthVentures LLC as administrative agent and Ankura Trust
Company, LLC as collateral agent. The Loan Agreement provides for up to $45.0 million of delayed draw term loans, consisting of (i) the
first tranche of $20.0 million available at closing, (ii) the second and third tranches in the aggregate amount of $10.0 million subject to our
achievement of certain clinical milestones related to farudodstat and eblasakimab and (iii) an uncommitted fourth tranche of up to $15.0
million.
92
We borrowed the full $20.0 million first tranche of term loans at closing. Borrowings under the K2HV loan facility are secured with a pledge
of the borrowers’ equity interests in subsidiaries and collateral over all of the Company’s cash, goods and other personal property, with the
exception of (i) under the K2HV loan facility agreement prior to amendment, the Company’s own intellectual property assets, (ii) personal
property to the extent that granting of security over any such personal property would constitute a breach of or result in the termination of, or
require any consent not obtained under, any license, agreement, instrument or other document evidencing or giving rise to such property, or is
otherwise prohibited by any requirement of law, and (iii) the Company’s equity interests in Jaguahr Therapeutics Pte. Ltd. Such pledge and
collateral may be enforced only if there has been an event of default as stipulated in the K2HV loan facility agreement. The Loan Agreement
includes customary affirmative and negative covenants applicable to us and our subsidiaries, including, among other things, restrictions on
indebtedness, liens, investments, mergers, dispositions, cash management, dividends and other distributions. In addition, the Loan Agreement
also includes customary events of default, including, but not limited to, failure to pay interest, principal and fees or other amounts when due,
material misrepresentations or misstatements, covenant defaults, certain cross defaults to other material indebtedness, certain judgment
defaults and events of bankruptcy or insolvency. Upon the occurrence and continuance of an event of default, the lenders may declare all
outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement and other loan
documents.
On January 5, 2022, we drew down the second tranche $5 million of the loan facility provided by K2HV pursuant to the Loan Agreement.
The second tranche milestone was completed, and the full funds were received on February 4, 2022. As a result of the drawdown of the
second tranche of the loan facility, the number of ordinary shares exercisable under the K2 Warrant (as defined below) increased to 2.95% of
$25 million, being the aggregate term loan advances at that date.
On June 30, 2023, the parties entered into a First Amendment to the K2HV Facility (Loan Amendment) with K2HV to, among other things,
extend the interest-only period under the K2HV Facility to November 1, 2023, February 1, 2024 or August 1, 2024, dependent on the
Company’s achievement of certain milestones, and amended the exercise price of the K2 Warrant to $0.1447 per share (equivalent to $3.6175
per ADS).
On December 6, 2023, we entered into an amendment (Second Amendment) of K2HV Facility pursuant to which K2HV agreed to extend the
period under the K2HV Facility in which the Company is not required to make payments with respect to the outstanding principal amount
(during which period interest payments continue to become due and payable in accordance with the terms of the K2HV Facility). The first
date from which the Company is required to make monthly payments of principal is now January 1, 2025. In addition, pursuant to the
Second Amendment, (i) the Company made a payment of $12.0 million to the administrative agent, which has been applied to the
outstanding principal under the Loan Agreement (Prepayment) and (ii) the lenders and the administrative agent waived a prepayment fee of
2.0% that otherwise would have been required under the Loan Agreement with respect to the Prepayment. After giving effect to the
Prepayment, $13.0 million of principal will remain outstanding under the Loan Agreement. In connection with the Second Amendment,
K2HV received a lien on certain intellectual property owned by the Company, subject to customary exceptions.
The term loans bear interest at a floating rate equal to the greater of (i) the prime rate published by Wall Street Journal plus 5.00% or (ii)
8.25% per annum. Subsequent to the interest-only period, the term loans will be payable in equal monthly installments of principal plus
accrued and unpaid interest, through the maturity date which is July 1, 2025. We paid the lenders a one-time $255,000 facility fee at closing
and will be obligated to pay for an additional facility fee equal to 0.85% of any term loans borrowed under the fourth tranche. In addition, we
are obligated to pay a final payment fee of 6.25% of the original principal amount of the term loans at the maturity date. We may elect to
prepay all, but not less than all, of the term loans prior to the term loan maturity date, subject to a prepayment fee of up to 3.0% of the then
outstanding principal balance. After repayment, no term loans may be borrowed again.
93
K2 Warrant and Participation Rights
In connection with the closing of the Loan Agreement, we issued a warrant to purchase ordinary shares, as amended June 30, 2023, (K2
Warrant) to K2 HealthVentures Equity Trust LLC. The number of ordinary shares exercisable under the K2 Warrant equals (i) 2.95% of the
aggregate outstanding principal amount of the term loans funded to us divided by (ii) the warrant price of $0.1447 per share (equivalent to
$3.6175 per ADS) (subject to adjustment as provided therein). The K2 Warrant also includes a cashless exercise feature allowing the holder
to receive shares underlying the warrant in an amount reduced by the aggregate exercise price that would have been payable upon exercise of
the warrant for such shares. In addition, subject to compliance with applicable securities laws (including any holding period requirements),
we are required to use commercially reasonable efforts to facilitate and take all other actions required to enable the deposit of any or all of the
ordinary shares exercisable under the Warrant with our depositary for the issuance of American Depositary Shares. The K2 Warrant is
exercisable until its expiration on July 12, 2031. The K2 Warrant also provides for automatic cashless exercise or assumption as a result of
certain transactions involving a merger, acquisition or sale of the company, as set forth in the K2 Warrant.
The Loan Agreement also provides K2 HealthVentures Equity Trust LLC with the right to participate in an aggregate amount of up to $5.0
million in any offering of our American Depositary Shares, ordinary shares, common stock, convertible preferred stock or other equity
securities (or certain other convertible instruments but excluding non-convertible debt securities), but excluding any at-the-market offerings
or facilities, on the same terms, conditions and pricing afforded to others participating in such offering; provided that with respect to any
public offering, we are required to use commercially reasonable efforts to provide K2 HealthVentures Equity Trust LLC with the opportunity
to invest in each such offering if it is lawful to do so (or if the offering is an underwritten public offering pursuant to a registration statement
under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer K2
HealthVentures Equity Trust LLC an allocation of securities in such offering).
Cash Flows
The following table provides information regarding our cash flows for the years ended December 31, 2021, 2022 and 2023:
(In thousands)
Net cash used in operating activities
Net cash (used in) generated from investing activities
Net cash generated from financing activities
Net (decrease) increase in cash and cash equivalents
Net Cash Used in Operating Activities
Year Ended December 31,
2022
2021
2023
(33,995 )
(28 )
109,867
75,844
(38,405 )
414
4,725
(33,266 )
(46,639 )
269
10,720
(35,650 )
The use of cash resulted primarily from our net losses adjusted for non-cash charges and changes in components of our operating assets and
liabilities. The primary use of our cash was to fund the development of our research and development activities, regulatory and other clinical
trial costs, and related supporting administration. Our prepayments and other current assets, accounts payable and other payables balances
were affected by the timing of vendor invoicing and payments.
Net cash used in operating activities was $34.0 million, $38.4 million and $46.6 million for the years ended December 31, 2021, 2022 and
2023, respectively. The increase of net cash used in operating activities was primarily due to an increase of research and development
activities and its related general and administrative expense. These increases were mainly attributable to costs associated with the ongoing
TREK-AD Phase 2b clinical trial.
Net Cash Used in Investing Activities
Net cash provided in investing activities was $268,523 for the year ended December 31, 2023.
Net cash used in investing activities was $28,155 for the year ended December 31, 2021. Net cash provided in investing activities was
$414,699 for the year ended December 31, 2022. The increase in cash in investing activities for 2022 was primarily due to the Company’s
return on investments in the money market.
94
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $109.9 million, $4.7 million and $10.7 million for the years ended December 31, 2021, 2022
and 2023, respectively, which consisted primarily of net proceeds from the issuance of ADSs from at-the-market offerings for the year ended
December 31, 2021 and primarily of net proceeds from the 2023 Private Placement and issuance of ADSs from at-the-market offerings for
the year ended December 31, 2023, and loan proceeds from K2 HealthVentures LLC for the year ended December 31, 2021 and 2022. Please
refer to the section titled “Item 18. Financial Statements” for more financing information.
C.
Research and Development, Patents and Licenses, etc.
Full details of our research and development activities and expenditures are given in “Item 4.B. Information on the Company – Business
Overview” and “Item 5.A. Operating Results” within this Annual Report.
D.
Trend Information.
See the section titled “Item 5.A. Operating Results” and “Item 5.B. Liquidity and Capital Resources” within this Annual Report.
E.
Critical Accounting Estimates.
See the section titled “Item 18. Financial Statements, Note 5” within this Annual Report.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is
disclosed in Note 3, “Application of new standards, amended and revised standards and interpretations,” to our consolidated financial
statements and related notes appearing elsewhere in this Annual Report.
Item 6. Directors, Senior Management and Employees
A.
Directors and Senior Management.
The following table sets forth information regarding our executive officers and directors, including their ages, as of April 12, 2024.
Name
Executive Officers:
Carl Firth, Ph.D.
Alexandre Kaoukhov
Stephen Doyle
Kiran Asarpota
Ben Goodger
Non-Executive Directors:
Andrew Howden
Robert E. Hoffman
Neil Graham, M.D., M.P.H., M.B.B.S.
Kathleen M. Metters, Ph.D.
Age
Position(s)
Chief Executive Officer and Director
Chief Medical Officer
Chief Business Officer
Chief Operating Officer and Head of Finance
General Counsel
Chairman
Director
Director
Director
51
49
51
45
61
65
58
66
67
95
Executive Officers
Carl Firth, Ph.D. Dr. Firth founded our company in 2010 and served as Chairman of our board of directors from June 2014 to July 2019, as
our Chief Executive Officer since January 2011 and as a director since July 2010. Prior to founding our company, Dr. Firth was Head of Asia
Healthcare at Bank of America Merrill Lynch, supporting public and private financings of healthcare companies and advising on M&A
transactions, from January 2008 to June 2010. Prior to joining the banking industry, Dr. Firth worked for AstraZeneca from October 1998 to
December 2007 in various commercial and R&D roles, including Regional Business Development Director, Asia Pacific, and Director of
New Product Development, China. Dr. Firth holds board positions at various biotechnology companies, including JAGUAHR Therapeutics
and DotBio Pte. Ltd. Previously, Dr. Firth was an independent director of Hong Kong listed Uni-Bio Sciences, a leading Chinese
biopharmaceutical company engaged in the research, development, production and commercialization of biopharmaceuticals for the Chinese
healthcare market, where he served in such capacity from April 2014 to November 2017, and an independent director of A*ccelerate, the
commercialization arm of Singapore’s Agency for Science, Technology and Research (A*STAR), from January 2014 to March 2021. Dr.
Firth is an Adjunct Professor at Duke-NUS Medical School, a position he has held since June 2014. He holds a Ph.D. in Molecular Biology
from Cambridge University (Trinity College), an Executive M.B.A. from London Business School, and a B.A. in Molecular Biology from
Cambridge University.
Alexandre Kaoukhov. M.D. has served as our Chief Medical Officer since March 2022. Prior to joining us, Dr. Kaoukhov served as the Senior
Vice President, Head of Clinical Development at Bioniz Therapeutics, Inc., a private therapeutics company, from March 2021 to March 2022.
Dr. Kaoukhov previously served as Head of Global Development at Almirall, S.A. (Almirall), a public pharmaceutical company listed on the
Bolsa de Madrid stock market, from June 2018 to November 2020. Before Almirall, Dr. Kaoukhov spent seven years at Allergan, Inc, a
public healthcare company, where he served as Head, Medical Dermatology from April 2014 to 2018 and as Senior Medical Director from
2011 to 2014. Dr. Kaoukhov has also held roles in the research departments of Novartis AG and Galderma S.A. Dr. Kaoukhov holds an M.D.
from First Moscow State Medical University and trained in dermatology and conducted clinical research at Hôpital Saint-Louis, Paris.
Stephen Doyle. Mr. Doyle has served as our Chief Business Officer since January 2019 and previously served as our Vice President
Commercial and Head of China from February 2018 to January 2019. Prior to joining us, Mr. Doyle was the Vice President and Head of
Specialty Care for China at Boehringer Ingelheim GmbH, a global pharmaceutical company, from January 2014 to February 2018. Mr. Doyle
also previously served as the Vice President of Oncology, Haematology and Transplantation Business Unit with Sanofi S.A. in Shanghai, a
global pharmaceutical company, from October 2010 to October 2013, as Regional Commercial Director for Oncology for Asia Pacific,
Russia and India with Sanofi-Aventis in Singapore, from 2007 to 2010, and as Director and Head of Scientific Communications, Global
Marketing, Oncology Franchise with Sanofi-Aventis in Paris from 2005 to 2007. Mr. Doyle holds a B.S. in Pharmacy from The Robert
Gordon University in the United Kingdom and an M.S. in Clinical Pharmacy from the University of Derby in the United Kingdom.
Kiran Asarpota. Mr. Asarpota has served as our Vice President Finance since November 2010, and was appointed Chief Operating Officer in
June 2020. Prior to joining us, Mr. Asarpota was Group Finance Director at Global Brands Group Holding Limited, a public branded apparel
company, where he was responsible for the group’s corporate and commercial finance functions. Mr. Asarpota received his MBA from
London South Bank University in the United Kingdom, and a BBM from Oxford Brookes.
Ben Goodger. Mr. Goodger has served as our General Counsel since November 2016. Prior to joining us, Mr. Goodger was the Partner and
Head of Intellectual Property (IP) Licensing and Transactions with Osborne Clarke in the United Kingdom, a multinational law firm, from
November 2014 to October 2016. Mr. Goodger also previously served as Partner, Head of IP Commercialization, at Edwards Wildman in the
United Kingdom, a multinational law firm, from November 2010 to October 2014, as Executive, Head of IP Commercial, at Rouse & Co.
International in London, Oxford, and Shanghai, a multinational law firm, from December 1997 to October 2010, and as the President of
Licensing Executives Society, a not for profit, non-political, umbrella organization, from 1998 to 1999. Mr. Goodger received his M.A. in
English Literature & Language from Oxford University (Exhibitioner, Keble College) and he is a Solicitor of England & Wales, enrolled
October 1986.
96
Non-Executive Directors
Andrew Howden. Mr. Howden has served as Chairman of our board of directors since July 2019 and as a member of our board of directors
since April 2016. He currently serves as Executive Chairman of First Pharma P/L, an Australian pharmaceutical company, a position he has
held since September 2016. He was previously Chairman of the True Origins Company P/L, an Australian company involved in the
marketing of infant formula in China and Asia from 2016 to 2019. He previously served as the Chief Executive Officer of iNova
Pharmaceuticals, an Asia Pacific pharmaceutical company developing and commercializing drugs across a range of therapeutic areas, from
August 2008 to February 2015. Previously, he was the President of IMS Health, Asia Pacific, a provider of information, services and
technology for the healthcare industry, from 2007 to 2008, Regional Vice President of Asia Pacific for AstraZeneca, a multinational
pharmaceutical and biopharmaceutical company, from 2002 to 2006, and he has held senior executive roles at Quintiles Transnational Inc.
(now known as IQVIA), a clinical research company, from 1998 to 2002. Mr. Howden has also previously served on the board of directors of
over 20 companies within the pharmaceutical and healthcare industries. He received a B.Sc. from the University of New England (Australia),
and an M.Com. from the University of New South Wales, Australia.
Robert E. Hoffman. Mr. Hoffman has served as a member of our board of directors since October 2018. Mr. Hoffman serves as chairman of
the board of Kintara Therapeutics and Antibe Therapeutics. Mr. Hoffman currently serves as the President and Chief Executive Officer of
Kintara Therapeutics, a Nasdaq listed Company. Prior to Kintara Therapeutics, Mr. Hoffman served as a Chief Financial Officer of San
Diego-based Heron Pharmaceuticals, a Nasdaq-listed commercial stage drug developer with a pipeline of acute pain therapeutics. From
September 2016 to April 2017, Mr. Hoffman served as Executive Vice President and Chief Financial Officer of Innovus Pharmaceuticals,
Inc., a public pharmaceutical company. From July 2015 to September 2016, Mr. Hoffman served as Chief Financial Officer of AnaptysBio,
Inc., a public biotechnology company. From June 2012 to July 2015, Mr. Hoffman served as the Senior Vice President, Finance and Chief
Financial Officer and part of the founding management team of Arena Pharmaceuticals, Inc. (Arena), a public biopharmaceutical company.
From August 2011 to June 2012 and previously from December 2005 to March 2011, he served as Arena’s Vice President, Finance and Chief
Financial Officer and in a number of various roles of increasing responsibility from 1997 to December 2005. From March 2011 to August
2011, Mr. Hoffman served as Chief Financial Officer for Polaris Group, a biopharmaceutical drug company. Mr. Hoffman formerly served as
a member of the board of directors of CombiMatrix Corporation, a molecular diagnostics company, and MabVax Therapeutics Holdings, Inc.,
a biopharmaceutical company. Mr. Hoffman serves as an advisory committee member of the Financial Accounting Standards Board (FASB).
Mr. Hoffman formerly served as a director and President of the San Diego Chapter of Financial Executives International. Mr. Hoffman holds
a B.B.A. from St. Bonaventure University, and is licensed as a C.P.A. (inactive) in the State of California.
Neil Graham. Dr. Graham has served as a member of our board of directors since February 2021. Dr. Graham has 30 years’ experience in
global drug development and commercialization. Currently, Dr. Graham serves as a Director on the Board of Allakos Inc. and Zura Bio Ltd.
Previously, Dr. Graham served as a non-executive director of Pharmaxis from 2020 to 2023, VP of Strategic Program Direction, Immunology
and Inflammation at Regeneron Pharmaceuticals, Inc., from 2010 to 2020 and SVP, Program and Portfolio Management, at Vertex
Pharmaceuticals from 2007 to 2010. Dr. Graham also held roles as SVP at Vertex Pharmaceuticals, CMO at Trimeris Inc. and XTL
Biopharmaceuticals and Director of HIV Medical Affairs at Glaxo Wellcome. Dr. Graham began his career as Associate Professor of
Epidemiology and Medicine, Johns Hopkins Bloomberg School of Public Health MD, MPH, MBBS from the University of Adelaide.
97
Kathleen M. Metters. Dr. Metters has served as a member of our board of directors since March 2021. Dr. Metters has over 30 years’
experience in the discovery and development of novel therapies for treatment of serious diseases. She is currently working as an independent
strategic advisor for New York-based Bridge Medicines and sits on several boards. From 2011 to 2014, Dr. Metters was President and CEO
of Lycera Corp., a biopharmaceutical company pioneering innovative approaches to oral medicines for treatment of autoimmune diseases and
cancer. Under her leadership, Lycera developed a robust pipeline of proprietary and partnered immune modulator programs which led, in
June 2015, to an exclusive global collaboration with Celgene Corporation. In 1988, Dr. Metters joined Merck Frosst Canada Inc., a wholly
owned subsidiary of Merck & Co., Inc. During her early Merck career, her research focused on the arachidonic acid cascade which resulted
in the development of SINGULAIR®, an oral therapy for asthma and allergic rhinitis. For her work on SINGULAIR®, she was one of the
team who won the Prix Galien Canada 2000 for excellence in innovative research. In 2002, Dr. Metters was appointed vice president of
Merck Frosst and in 2005, to senior vice president and head of worldwide basic research for Merck & Co. In this role, she had oversight of
all research activities at major sites around the globe; across all therapeutic modalities and all therapeutic areas. Dr. Metters graduated with a
B.S. in biochemistry from the University of Manchester Institute for Science and Technology, and a Ph.D. from Imperial College of Science
and Technology in London. She completed post-doctoral training at the Centre National de la Recherche Scientifique in France and at the
Clinical Research Institute of Montréal. During her time in Montréal Dr. Metters was an Adjunct Professor appointment in the Department of
Pharmacology and Therapeutics at McGill University.
Family Relationships
There are no family relationships among any of our executive officers or directors.
Selection Arrangements
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of our executive
officers or directors was selected to such role with us.
B.
Compensation.
Compensation of Executive Officers and Directors
Incentive Compensation
For the year ended December 31, 2023, the aggregate compensation accrued or paid to the members of our executive officers for services in
all capacities was $5,512,479. For the year ended December 31, 2023, the aggregate compensation accrued or paid to non-employee directors
for services in all capacities was $280,417.
We did not set aside or accrue any amounts for pension, retirement or similar benefits to members of our board of directors or executive
officers in the year ended December 31, 2021, 2022 and 2023.
We maintain the Senior Management Team (SMT) Long Term Incentive Plans (LTIP), pursuant to which bonus entitlement unit awards were
granted in 2017, 2018 and 2019. For more information on our LTIPs, see the discussion below under “—Compensation Plans—2017, 2018
and 2019 SMT LTIPs.” During the years ended December 31, 2021, 2022 and 2023, we had no awards granted under LTIP.
Executive Officer Compensation
Equity Awards
On December 10, 2020, our Board of Directors (Board) approved the 2020 Equity Incentive Plan (the 2020 EIP). The 2020 EIP, among other
things, provides for the grant of restricted stock awards, stock options and other equity-based awards to employees, officers, directors, and
consultants. For more information on our equity awards, see the discussion below under—“Option Grants.”
98
Employment Agreements with Executive Officers
We have entered into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term
unless either we or the executive officer gives prior notice to terminate such employment. We may terminate the employment for just cause,
at any time, without notice or remuneration, for certain acts of the executive officer. An executive officer may terminate his or her
employment at any time by giving a minimum period of prior written notice, three months in some cases, six months in others, except for our
Chief Medical Officer (CMO), who has an “at will” contract under California law. This may be terminated at any time by either us or the
executive by notice in writing.
Each executive officer has agreed to maintain the confidentiality of any confidential information, both during and after the employment
agreement expires or is earlier terminated. In addition, all executive officers except our CMO have agreed to be bound by a non-compete
covenant that prohibits each executive officer from competing with us, directly or indirectly, during his or her employment and for a period
of months (minimum of three) after the termination of his or her employment. Our CMO has agreed to be bound by a non-solicitation
covenant that prohibits him during his employment and for one year after his employment with us ends, either directly or through others
soliciting, inducing, or encouraging any employee, consultant, or independent contractor of ours to terminate his, her or its relationship with
us.
Option Grants
We have made grants of options to our employees pursuant to our 2014 Employee Share Option Scheme Plan (the 2014 Plan) and our 2017
Employee Share Option Plan (the 2017 Plan). Options granted pursuant to the 2014 Plan are either vested in full as of the date of grant or are
25% vested as of the date of grant, with the remaining 75% vesting in equal annual installments over the three years following the date of
grant. Options granted pursuant to the 2017 Plan vest in full upon the two-year anniversary of the date of grant. On December 10, 2020, the
Board approved the 2020 EIP. The 2020 EIP, among other things, provides for the grant of restricted stock awards, stock options and other
equity-based awards to employees, officers, directors, and consultants. The maximum number of ordinary shares that may be issued under
the 2020 EIP is 20,676,974 ordinary shares (an equivalent of 827,079 ADSs) of the Company, each ADS representing twenty-five ordinary
shares. Awards granted under the 2020 EIP in substitution for any options or other equity or equity-based awards granted by an entity before
the entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the number of ordinary shares
available for grant under the 2020 EIP, but will count against the maximum number of ordinary shares that may be issued upon the exercise
of incentive stock options. References in this summary to ordinary shares include an equivalent number of our ADSs.
Vested options may be exercised during their term and for varying periods following termination of service, depending on the reason for
termination. Options will be adjusted to account for any changes in capitalization or certain other corporate events and are not transferable
(but may be exercised by the individual’s heirs in the case of death, to the extent vested at the time of death).
SMT LTIPs
During the year ended December 31, 2023, we had no performance based compensation programs.
Other Programs
ASLAN Pharmaceuticals Pte. Ltd. has adopted defined contribution plans which are post-employment benefit plans under which we pay
fixed contributions into the Singapore Central Provident Fund on a mandatory basis. ASLAN Pharmaceuticals Pte. Ltd. has no further
payment obligations once the contributions have been paid. The contributions are recognized as employee compensation expense when they
are due.
99
Director Compensation
We provide only cash compensation to each of our non-executive directors not serving as a representative of a shareholder for the time and
effort necessary to serve as a member of our Board. The compensation of the non-executive directors complies with our Articles and is
determined by our remuneration committee and Board as a whole, based on a review of individual contributions to our operations and current
practices in other companies.
2023 Director Compensation Table
The following table sets forth information regarding the compensation paid to our non-executive directors for service on our Board during the
year ended December 31, 2023.
Name
Andrew Howden
Robert E. Hoffman
Neil Graham
Kathleen Metters
Fees Earned
in Cash
All Other
Compensation
Total
$
$
$
$
92,375 $
63,250 $
66,292 $
58,500 $
— $
— $
— $
— $
92,375
63,250
66,292
58,500
Grants of Share Options to Non-Executive Directors
The following table also summarizes, as of the date of this Annual Report, outstanding share options to purchase ordinary shares granted to
our non-executive directors for service on our Board.
Name
Andrew Howden
Robert E. Hoffman
Neil Graham
Kathleen M. Metters
Number of
Ordinary
Shares
Underlying
Stock Option
Number of
Equivalent
ADSs
Underlying
Stock Option
375,000
187,500
187,500
375,000
375,000
187,500
187,500
375,000
375,000
187,500
187,500
375,000
375,000
187,500
187,500
375,000
15,000 $
7,500 $
7,500 $
15,000 $
15,000 $
7,500 $
7,500 $
15,000 $
15,000 $
7,500 $
7,500 $
15,000 $
15,000 $
7,500 $
7,500 $
15,000 $
Grant Date
December 15, 2020
January 1, 2022
January 1, 2023
January 1, 2024
December 15, 2020
January 1, 2022
January 1, 2023
January 1, 2024
February 22, 2021
January 1, 2022
January 1, 2023
January 1, 2024
March 22, 2021
January 1, 2022
January 1, 2023
January 1, 2024
Equivalent
Exercise
Price per
ADS
January 1, 2032
January 1, 2033
January 1, 2034
Stock Option
Expiration Date
2.60 December 15, 2030
2.60
1.80
0.52
2.60 December 15, 2030
2.60
1.80
0.52
2.60
2.60
1.80
0.52
2.60
2.60
1.80
0.52
January 1, 2032
January 1, 2033
January 1, 2034
February 22, 2031
January 1, 2032
January 1, 2033
January 1, 2034
March 22, 2031
January 1, 2032
January 1, 2033
January 1, 2034
100
Grants of Share Options to Executive Officers
The following table summarizes, as of the date of this Annual Report, outstanding share options to purchase ordinary shares granted to our
executive officers.
Name
Carl Firth, Ph.D.
Kiran Asarpota
Ben Goodger
Stephen Doyle
Alexandre Kaoukhov
Number of
Ordinary
Shares
Underlying
Stock Option
Scheme
Number of
Equivalent
ADSs
Underlying
Stock Option
Scheme
Equivalent
Exercise
Price per
ADS
17.00
17.00
23.50
28.25
Stock Option
Expiration Date
July 1, 2024
July 1, 2025
July 1, 2025
July 1, 2026
2.60 December 15, 2030
2.60 December 15, 2030
2.60
1.80
4.15
0.52
17.00
17.00
23.50
28.25
January 1, 2032
January 1, 2033
May 1, 2033
January 1, 2034
July 1, 2024
July 1, 2025
July 1, 2025
July 1, 2026
2.60 December 15, 2030
2.60 December 15, 2030
2.60
1.80
4.15
0.52
28.25
January 1, 2032
January 1, 2033
May 1, 2033
January 1, 2034
July 1, 2026
January 1, 2032
January 1, 2033
May 1, 2033
January 1, 2034
2.60 December 15, 2030
2.60
1.80
4.15
0.52
2.60 December 15, 2030
2.60
1.80
4.15
0.52
2.50
1.80
0.52
January 1, 2032
January 1, 2033
May 1, 2033
January 1, 2034
July 1, 2032
January 1, 2033
January 1, 2034
300,000
150,000
1,050,000
300,000
1,150,500
5,169,245
3,487,250
3,487,250
6,500,000
4,841,252
60,000
40,000
40,000
120,000
180,000
2,481,235
1,046,175
1,046,175
2,000,000
1,452,376
276,000
2,481,250
1,046,175
1,046,175
375,000
1,452,376
2,481,250
1,046,175
1,046,175
375,000
1,452,376
3,500,000
1,394,900
1,936,501
12,000 $
6,000 $
42,000 $
12,000 $
46,020 $
206,770 $
139,490 $
139,490 $
260,000 $
193,650 $
2,400 $
1,600 $
1,600 $
4,800 $
7,200 $
99,249 $
41,847 $
41,847 $
80,000 $
58,095 $
11,040 $
99,250 $
41,847 $
41,847 $
15,000 $
58,095 $
99,250 $
41,847 $
41,847 $
15,000 $
58,095 $
140,000 $
55,796 $
77,460 $
Grant Date
July 1, 2014
July 1, 2015
July 1, 2015
July 1, 2016
December 15, 2020
December 15, 2020
January 1, 2022
January 1, 2023
May 1, 2023
January 1, 2024
July 1, 2014
July 1, 2015
July 1, 2015
July 1, 2016
December 15, 2020
December 15, 2020
January 1, 2022
January 1, 2023
May 1, 2023
January 1, 2024
July 1, 2016
December 15, 2020
January 1, 2022
January 1, 2023
May 1, 2023
January 1, 2024
December 15, 2020
January 1, 2022
January 1, 2023
May 1, 2023
January 1, 2024
July 1, 2022
January 1, 2023
January 1, 2024
Compensation Plans
2014 Employee Share Option Scheme Plan
We maintain the 2014 Plan, pursuant to which we have granted share options to our employees, directors and consultants. The 2014 Plan
became effective on August 26, 2014, and has a term of ten years. After the effective date of the 2017 Plan, no additional awards were
granted, and no future awards are allowed to be granted, under the 2014 Plan.
The 2014 Plan may be administered by our Board or a committee thereof, which administrator has the authority to: determine the individuals
to whom awards may be granted and the terms of such awards; amend the terms of any outstanding award, provided that the consent of the
grantee is required where the grantee’s rights would be adversely affected; construe and interpret the terms of the 2014 Plan and awards
granted thereunder; and take such other action, not inconsistent with the terms of the 2014 Plan, as it deems appropriate.
101
The number of shares under the 2014 Plan and under outstanding awards, and the exercise price of outstanding awards, will be adjusted to
reflect certain changes in capitalization. In the event of a corporate transaction (as defined in the 2014 Plan), awards will terminate if not
assumed. If they are assumed, the awards will fully vest if the holder’s employment is terminated without cause or the holder resigns for
good reason, in either case within 12 months thereafter.
2017 Employee Share Option Plan
We maintain the 2017 Plan, pursuant to which we may grant share options. The 2017 Plan became effective on September 13, 2017, and has
a term of ten years. Awards under the 2017 Plan may be granted to our employees. The maximum aggregate number of shares that may be
issued under the plan is 1,000,000 ordinary shares (an equivalent of 40,000 ADSs, each representing twenty-five ordinary shares).
The 2017 Plan is administered by our Board, which has the authority to determine the individuals to whom awards may be granted and the
terms of such awards; and to construe and interpret the terms of the 2017 Plan and awards granted thereunder.
The number of shares under the 2017 Plan and under outstanding awards, and the exercise price of outstanding awards, will be adjusted to
reflect certain changes in capitalization. In the event of a corporate transaction (as defined in the 2017 Plan), awards will terminate if not
assumed. If they are assumed, the awards will vest if the holder’s employment is terminated without cause or the holder resigns, in either case
within 12 months thereafter. In the event of a change in control (as defined in the 2017 Plan) that is not a corporate transaction, awards will
fully vest if the holder’s employment is terminated without cause or the holder resigns, in either case within 12 months thereafter.
2020 EIP
We maintain the 2020 EIP, pursuant to which we may grant share options. The 2020 EIP became effective on December 15, 2020, and has a
term of ten years. Awards under the 2020 EIP may be granted to our employees and also non-executive officers.
The 2020 EIP is administered by the Board, which may delegate its duties and responsibilities to one or more committees of our directors
and/or officers (referred to as the “Plan Administrator”), subject to certain limitations imposed under the 2020 EIP, and other applicable laws
and stock exchange rules. The Plan Administrator has the authority to take all actions and make all determinations under the 2020 EIP, to
interpret the 2020 EIP and award agreements and to adopt, amend and repeal rules for the administration of the 2020 EIP as it deems
advisable. The Plan Administrator also has the authority to determine which eligible service providers receive awards, grant awards, set the
terms and conditions of all awards under the 2020 EIP, including any vesting and vesting acceleration provisions, subject to the conditions
and limitations in the 2020 EIP.
The maximum number of ordinary shares that may be issued under the 2020 EIP is 20,676,974 ordinary shares (an equivalent of 827,079
ADSs, each representing twenty-five ordinary shares). No more than 62,030,922 ordinary shares (an equivalent of 2,481,237 ADSs) may be
issued under the 2020 EIP upon the exercise of options. In addition, the number of ordinary shares reserved for issuance under the 2020 EIP
will automatically increase on January 1 of each year, commencing on January 1, 2022 and ending on (and including) January 1, 2030, in an
amount equal to 4% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year. The Board may
determine prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a
lesser number of ordinary shares.
In connection with the approval of the 2020 EIP, the Board determined that there would be no increase as from January 1, 2021. As from
January 1, 2022 and January 1, 2023, there was an options increase of 13,948,935 ordinary shares (an equivalent of 557,958 ADSs), which
represents 4% of the total outstanding ordinary shares as of December 31, 2021 and December 31, 2022.
If an award under the 2020 EIP expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, cancelled without having been
fully exercised, forfeited or is withheld to satisfy a tax withholding obligation in connection with an award or to satisfy a purchase or exercise
price of an award, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2020
EIP.
102
Awards granted under the 2020 EIP in substitution for any options or other equity or equity-based awards granted by an entity before the
entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the number of ordinary shares
available for grant under the 2020 EIP, but will count against the maximum number of ordinary shares that may be issued upon the exercise
of incentive stock options.
2017, 2018 and 2019 SMT LTIPs
We maintain the 2017, 2018 and 2019 LTIPs, pursuant to which we may grant bonus entitlement unit awards. The 2017 LTIP, 2018 LTIP and
2019 LTIP became effective on August 23, 2017, July 30, 2018, and July 30, 2019, respectively, and each has a term of ten years. Awards
under each LTIP may be granted to our employees. All of the awards granted in 2017, 2018 and 2019 were granted to our executive officers.
Each LTIP is administered by the members of the remuneration committee, which committee has the authority to: determine the individuals
to whom unit awards may be granted and the terms of such unit awards; amend the terms of any outstanding unit award, provided that the
consent of the grantee is required where the grantee’s rights would be adversely affected; construe and interpret the terms of each LTIP and
unit awards granted thereunder; and take such other action, not inconsistent with the terms of each LTIP, as it deems appropriate.
Upon vesting and redemption, each unit award is converted into a cash payment equal to the number of units multiplied by the per-share fair
market value of our ordinary shares on the day following our receipt of a redemption notice, up to a cap of five times the base value of the
unit as set forth in the grantee’s award agreement. Redemption occurs automatically upon termination of employment and upon the per-share
fair market value exceeding five times the base value of the unit award, to the extent not previously redeemed.
The terms of awards will be adjusted to reflect certain changes in capitalization. In the event of a corporate transaction (as defined in each
LTIP), awards will terminate if not assumed. If they are assumed, the awards will vest and be redeemed if the holder’s employment is
terminated without cause or the holder resigns for good reason, in either case within 12 months thereafter. In the event of a change in control
(as defined in each LTIP) that is not a corporate transaction, awards will fully vest if the holder’s employment is terminated without cause or
the holder resigns for good reason, in either case within 12 months thereafter.
Insurance and Indemnification
We are empowered by our Articles to indemnify our directors against any liability they incur by reason of their directorship. We maintain
directors’ and officers’ insurance to insure such persons against certain liabilities. In addition, our employment agreements with our
executive officers provide for indemnification. We have entered into an indemnification agreement with each of our directors and executive
officers.
In addition to such indemnification, we provide our directors and executive officers with directors’ and officers’ liability insurance as
permitted by our Articles.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to our board, executive officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
103
C.
Board practices.
Composition of our Board
As a foreign private issuer, under the listing requirements and rules of the Nasdaq Capital Market, we are not required to have independent
directors on our Board, except to the extent that our audit committee is required to consist of independent directors. Nevertheless, our Board
has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that
could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information
requested from, and provided by, each director concerning such director’s background, employment and affiliations, including family
relationships, our Board determined that all of our directors, except for Dr. Firth, qualify as “independent directors” as defined under
applicable rules of the Nasdaq Capital Market and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In
making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company
and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership
of our securities by each non-employee director and his or her affiliated entities (if any).
Board Diversity
As a foreign private issuer with five or fewer board members, under the listing requirements and rules of the Nasdaq Capital Market, we are
required to have at least one board member who self-identifies as diverse. The listing requirements definition of diverse includes those who
self-identify as female, as an underrepresented minority in our home country of Singapore and as a member of the LGBTQ+ community. The
matrix below describes our board’s diversity statistics:
Board Diversity Matrix (As of April 12, 2024)
Country of Principal Executive Offices:
Singapore
Foreign Private Issuer:
Disclosure Prohibited under Home Country Law:
Total Number of Directors:
Yes
No
5
Part I: Gender Identity
Directors
Part II: Demographic Background
Underrepresented in Home Country Jurisdiction
LGBTQ+
Did Not Disclose Demographic Background
Female
Male
Non-Binary
Did Not
Disclose Gender
1
4
0
0
1
1
0
104
Duties of Directors
Under Cayman Islands law, all of our directors owe us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in
good faith and in a manner they believe to be in our best interests. Our directors also have a duty to exercise the skill they actually possess
and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to
us, our directors must ensure compliance with our Articles, as amended and restated from time to time. We have the right to seek damages if
we suffer loss as a consequence of a duty owed by any of our directors being breached.
Terms of Directors and Executive Officers
Our directors may be appointed by a resolution of our Board, or by an ordinary resolution of our shareholders, pursuant to our amended and
restated memorandum and articles of association. Each director is elected to serve until the director’s earlier removal by way of: (i) ordinary
resolution, (ii) his or her bankruptcy or arrangement or composition with his or her creditors, (iii) resignation, (iv) death or mental incapacity;
or (v) notice addressed to him or her and signed by all of his or her co-Directors (not being less than two in number). Our amended and
restated memorandum and articles of association provides that the authorized number of directors may be changed only by ordinary
resolution of our shareholders.
Neither our directors nor executive officers are subject to term limitations. Our officers are elected by and serve at the discretion of the
Board.
Committees of our Board
Our Board has four standing committees: an audit committee, a remuneration committee, a nomination committee and a research and
development committee.
Audit Committee
The audit committee, which consists of Mr. Howden, Mr. Hoffman and Dr. Graham, assists the Board in overseeing our accounting and
financial reporting processes and the audits of our financial statements. Mr. Hoffman serves as chairman of the audit committee. The audit
committee consists exclusively of independent members of our board. Our Board has determined that Mr. Hoffman qualifies as an “audit
committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable
Nasdaq rules and regulations. Our board has determined that all of the members of the audit committee satisfy the “independence”
requirements set forth in Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with Nasdaq rules.
The audit committee’s responsibilities include:
•
•
•
The adoption of or amendments to the internal control system;
Assessment of the effectiveness of the internal control system;
The adoption or amendment, of the procedures for handling financial or business activities of a material nature such as
acquisition or disposal of assets, derivatives trading, lending of funds to others and endorsements or guarantees for others;
• Matters in which a director is an interested party;
•
•
•
•
•
•
•
Asset transactions or derivatives trading of a material nature;
Loans of funds, endorsements or provision of guarantees of a material nature;
The offering, issuance or private placement of equity-type securities;
The hiring or dismissal of a certified public accountant or their compensation;
The appointment or discharge of a financial, accounting or internal audit officer;
Annual and semi-annual financial reports; and
Other material matters as may be required by us or by the competent authority.
105
The audit committee meets as often as one or more members of the audit committee deem necessary.
Remuneration Committee
The remuneration committee, which consists of Mr. Howden, Mr. Hoffman and Dr. Metters, assists the Board in determining executive
officer compensation. Mr. Howden serves as chairman of the remuneration committee. Under SEC and Nasdaq rules, there are heightened
independence standards for members of the remuneration committee, including a prohibition against the receipt of any compensation from us
other than standard board member fees. Although foreign private issuers are not required to meet this heightened standard, all of our
remuneration committee members meet this heightened standard.
The remuneration committee’s responsibilities include:
•
•
•
•
Professionally and objectively evaluate the policies and systems for compensation of the directors, supervisors, and managerial
officers of us, and submit recommendations to the Board for its reference in decision making;
Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers
of us and the policies, systems, standards, and structure for their compensation;
Periodically assessing the degree to which performance goals for the directors and managerial officers of us have been
achieved, and setting the types and amounts of their individual compensation; and
Periodically review the charter and propose suggestion for amendments.
When performing these responsibilities, the remuneration committee follows the following principles:
•
•
•
•
•
Ensuring that the compensation arrangements of us comply with applicable laws and regulations and are sufficient to recruit
outstanding talent;
Performance assessments and compensation levels of the directors and managerial officers shall take into account the general
pay levels in the industry, the time spent by the individual and their responsibilities, the extent of goal achievement, their
performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to
be evaluated are the reasonableness of the correlation between the individual’s performance and our operational performance
and future risk exposure, with respect to the achievement of our short-term and long-term business goals and the financial
position;
There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that
exceed the tolerable risk level;
For directors and senior managerial officers, the percentage of bonuses to be distributed based on their short-term performance
and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and
the nature of our business; and
No member of the committee may participate in discussion and voting when the committee is deciding on that member’s
individual compensation.
The remuneration committee submits its recommendations regarding the above for deliberation to the board. When deliberating the
recommendation of the remuneration committee, the board must give comprehensive consideration to matters including the amounts of
remuneration, payment methods, and the potential future risk facing our company. If the board would like to decline to adopt, or would like
to modify, a recommendation of the remuneration committee, the consent of a majority of the directors in attendance at a meeting attended by
two-thirds or more of the entire board is required, and the board in its resolution must provide its comprehensive consideration and must
specifically explain whether the remuneration passed by it exceeds in any way the remuneration recommended by the remuneration
committee.
106
Nomination Committee
The nomination committee, which consists of Mr. Howden, Dr. Graham and Dr. Metters assists the Board in selecting and approving director
candidates to serve on the board. Under SEC and Nasdaq rules, director nominees must either be selected, or recommended for the board’s
selection, either by independent directors constituting a majority of the board’s independent directors in a vote in which only independent
directors participate, or by a nomination committee comprised solely of independent directors. Foreign private issuers are not required to
have independent director oversight of director nominations. However, our nomination committee consists entirely of independent directors.
The nomination committee’s responsibilities include:
•
•
•
•
•
Reviewing and assessing the composition of the Board;
Identifying appropriate director candidates and independent director candidates;
Reviewing the qualifications and suitability of each director candidate and independent director candidate identified by the
committee;
Submitting director and independent director recommendations to the Board for consideration; and
Conducting all other necessary actions to facilitate the selection and approval of director candidates and independent director
candidates by the board.
The nomination committee submits its recommendations regarding the above for deliberation to the board. When deliberating with respect to
the recommendation of the nomination committee, the board must give comprehensive consideration to matters including the current
composition of the board, the qualifications of director candidates, the overall diversity of the board and the need for refreshing. The
nomination committee meets as often as one or more members of the nomination committee deem necessary.
Research and Development Committee
The research and development committee, which consists of Dr. Firth, Dr. Graham and Dr. Metters assists the board with the oversight of the
Company’s portfolio and clinical development strategy, and makes recommendations to the board as needed. The research and development
committee consists of at least three and up to five members. Members of the research and development committee are elected for a one-year
term by the members of the board. Election usually takes place at the board meeting following the approval of the audited accounts of the
previous financial year. One of the members of the research and development committee is designated by the board as Chair of the research
and development committee.
The research and development committee’s responsibilities include:
•
•
•
•
Reviewing and making recommendations regarding the Company’s portfolio strategy;
Prioritizing investments into development programs;
Reviewing and making recommendations regarding clinical strategy and trial design for new studies; and
Reviewing scientific findings arising from collaborations and translational studies.
The research and development committee meets as often as one or more members of the research and development committee deem
necessary.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics (Code of Business Conduct and Ethics) that covers a broad range of matters including
the handling of conflicts of interest, compliance issues and other corporate policies. Our Code of Business Conduct and Ethics is applicable
to both our directors and employees.
107
Other Corporate Governance Matters
The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including
our company, to comply with various corporate governance practices. In addition, Nasdaq rules provide that foreign private issuers may
follow home country practice in lieu of the Nasdaq corporate governance standards, subject to certain exceptions and except to the extent that
such exemptions would be contrary to U.S. federal securities laws.
Because we are a foreign private issuer, our members of our Board, executive board members and senior management are not subject to
short-swing profit and insider trading reporting obligations under section 16 of the Exchange Act. They will, however, be subject to the
obligations to report changes in share ownership under section 13 of the Exchange Act and related SEC rules.
D.
Employees.
As of December 31, 2023, we had 35 full-time employees. Of these, 17 were engaged in full-time research and development and 18 were
engaged in full-time general and administrative functions. By geography, 20 of our employees are located in Singapore, 14 are located in the
United States and one is located in the United Kingdom.
We have also engaged and may continue to engage independent contractors to assist us with our operations. None of our employees are
represented by a labor union or covered by a collective bargaining agreement. We have never experienced any employment related work
stoppages, and we consider our relations with our employees to be good.
E.
Share Ownership.
For information regarding the share ownership of our directors and executive officers, see “Item 6.B-Compensation” and “Item 7.A-Major
Shareholders.”
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
None.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders.
The following table sets forth, as of April 1, 2024, information with respect to the beneficial ownership of our ordinary shares (or equivalent
number of ADSs) by:
•
•
•
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our ordinary shares (or
equivalent number of ADSs);
each of our executive officers and directors; and
all of our executive officers and directors as a group.
Percentage ownership calculations are based on 565,670,340 ordinary shares outstanding as of April 1, 2024.
As of April 1, 2024, to the best of our knowledge, approximately 554,244,335 ordinary shares (including ordinary shares in the form of
ADSs), or approximately 98% of our outstanding ordinary shares, were held by one shareholder of record in the United States, which is
JPMorgan Chase Bank N.A., our depositary. The actual number of holders is greater than this number of record holder and includes
beneficial owners whose ordinary shares (including ordinary shares in the form of ADSs) are held in street name by brokers and other
nominees. This number of holder of record also does not include holders whose shares may be held in trust by other entities.
108
Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and
investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is
not necessarily indicative of beneficial ownership for any other purpose. The table has been prepared based solely on information supplied to
us by the beneficial owner or included public documents filed by, or on behalf of, the beneficial owner with the SEC. None of our major
shareholders have different voting rights with respect to their ordinary shares. We have set forth below information known to us regarding
any significant change in the percentage ownership of our ordinary shares by any major shareholders during the past three years.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is care of ASLAN Pharmaceuticals Limited, 3
Temasek Avenue Level 18 Centennial Tower Singapore 039190.
Name of Beneficial Owner
5% or Greater Shareholders:
Entities affiliated with BVF Partners L.P.
Entities affiliated with Lind Global Fund II LP
(3)
(2)
Executive Officers and Directors:
(4)
(8)
(7)
(5)
Carl Firth
Kiran Asarpota
(6)
Ben Goodger
Alexandre Kaoukhov
Stephen Doyle
Robert E. Hoffman
(10)
Andrew Howden
Neil Graham
Kathleen Metters
All current executive officers and directors
as a group (9 persons)
(12)
(13)
(11)
(9)
Number of
Ordinary
Shares
Beneficially
Owned
(1)
Equivalent
Number
of ADSs
beneficially
owned
Percentage
of Ordinary
Shares
Beneficially
Owned
59,909,094
31,250,000
2,396,364
1,250,000
16,610,267
4,529,676
3,941,705
2,462,785
3,595,685
892,188
1,801,503
687,500
679,688
664,411
181,187
157,668
98,511
143,827
35,688
72,060
27,500
27,188
35,200,997
1,408,040
9.99 %
5.52 %
2.87 %
*
*
*
*
*
*
*
*
5.91 %
* Represents beneficial ownership of less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting power or investment power with respect to those securities and include securities issuable upon the exercise of options or warrants that are
immediately exercisable or exercisable within 60 days of April 1, 2024. In computing the number of ordinary shares beneficially owned by a person and the percentage
ownership of such person, we deemed ordinary shares issuable upon the exercise of options or warrants as beneficially owned by such selling person to the extent such
options or warrants are exercisable within 60 days of April 1, 2024. We did not deem such ordinary shares outstanding, however, for the purpose of computing the
percentage ownership of any other person.
(2)
(3)
Information reported is based solely on a Schedule 13G/A filed by Biotechnology Value Fund, L.P. and other reporting persons affiliated with BVF Partners L.P. with
the SEC on February 14, 2024. The number of ordinary shares beneficially owned is limited by beneficial ownership limitations applicable to certain warrants held by
the reporting persons which limit the number of shares such reporting persons can beneficially own to a maximum of 9.99% of our outstanding ordinary shares. The
business address of Biotechnology Value Fund, L.P. and such other reporting persons is 44 Montgomery St., 40th Floor, San Francisco, California 94104.
Information reported is based solely on a Schedule 13G filed by Lind Global Fund II LP and other reporting persons affiliated with Lind Global Fund II LP. with the
SEC on March 19, 2024. The number of ordinary shares beneficially owned is limited by beneficial ownership limitations applicable to certain warrants held by the
reporting persons which limit the number of shares such reporting persons can beneficially own to a maximum of 4.99% of our outstanding ordinary shares. The
business address of Lind Global Fund II LP and such other reporting persons is 444 Madison Ave, Floor 41 New York, NY 10022.
(4) Consists of (i) 3,407,340 ordinary shares held by Dr. Firth; (ii) 13,114,431 ordinary shares issuable upon the exercise of share options granted to Dr. Firth that are
exercisable within 60 days of April 1, 2024; and (iii) 88,496 ordinary shares held by Dr. Firth’s spouse.
(5) Consists of (i) 115,871 ordinary shares (including 28,875 ordinary shares represented by 1,155 ADSs) held by Mr. Asarpota; and (B) 4,413,805 ordinary shares
issuable upon the exercise of share options granted to Mr. Asarpota that are exercisable within 60 days of April 1, 2024.
(6) Consists of (i) 132,000 ordinary shares (including 4,000 ordinary shares represented by 160 ADSs) held by Mr. Goodger; and (ii) 3,809,705 ordinary shares issuable
upon the exercise of share options granted to Mr. Goodger that are exercisable within 60 days of April 1, 2024.
(7) Consists of 2,462,785 ordinary shares issuable upon the exercise of share options granted to Dr. Kaoukhov that are exercisable within 60 days of April 1, 2024.
(8) Consists of (i) 61,980 ordinary shares held by Mr. Doyle; and (ii) 3,533,705 ordinary shares issuable upon the exercise of share options granted to Mr. Doyle that are
exercisable within 60 days of April 1, 2024.
109
(9) Consists of (i) 150,000 ordinary shares represented by 30,000 ADSs held by Mr. Hoffman; and (ii) 742,188 ordinary shares issuable upon the exercise of share options
granted to Mr. Hoffman that are exercisable within 60 days of April 1, 2024.
(10) Consists of (i) 439,510 ordinary shares held by Mr. Howden; (ii) 619,805 ordinary shares held by JANK Howden Pty. Ltd. over which Mr. Howden holds sole voting
power; and (iii) 742,188 ordinary shares issuable upon the exercise of share options granted to Mr. Howden that are exercisable within 60 days of April 1, 2024.
(11) Consists of 687,500 ordinary shares issuable upon the exercise of share options granted to Dr. Graham that are exercisable within 60 days of April 1, 2024.
(12) Consists of 679,688 ordinary shares issuable upon the exercise of share options granted to Dr. Metters that are exercisable within 60 days of April 1, 2024.
(13) Consists of the shares referenced in footnotes (4) through (12) above.
B.
Related party transactions.
Since January 1, 2023, we have engaged in the following transactions with our directors, executive officers or holders of more than 5% of our
outstanding share capital and their affiliates, which we refer to as our related parties.
2023 Private Placement
On February 24, 2023, we entered into a Unit Purchase Agreement (the Purchase Agreement), with fund entities affiliated with BVF Partners
L.P. (collectively, BVF), Tang Capital Partners, LP, a greater than 5% shareholder, and the other purchasers named therein (collectively, the
Purchasers), pursuant to which we agreed to sell to the Purchasers, in a private placement offering, an aggregate of (i) 112,359,550 ordinary
shares, which includes (ii) pre-funded warrants exercisable for ordinary shares (Pre-Funded Warrants), to purchase twenty-five ordinary
shares, represented by our ADSs, at a purchase price of $0.178 per ordinary share (or the equivalent of $4.45 per ADS) and $4.4475 per Pre-
Funded Warrant (the 2023 Private Placement). The 2023 Private Placement closed on February 27, 2023 and resulted in gross proceeds to us
of approximately $20.0 million.
As part of the 2023 Private Placement, the Purchasers also received two tranches of warrants exercisable in the aggregate for up to
11,061,823 ADSs (or Pre-Funded Warrants exercisable for ADSs). The first tranche of warrants is comprised (i) 50% of warrants that were
exercisable upon issuance and until 60 days after the public announcement of our topline data from our TREK-AD Phase 2b clinical trial
investigating eblasakimab in AD (the eblasakimab announcement) at an exercise price of $6.50 per ADS, and (ii) 50% of warrants which
could only be exercised within 60 days after the eblasakimab announcement at an exercise price based on the higher of $6.50 and a 50%
discount to the ADSs’ ten-day volume‐weighted average price (VWAP) measured across a specified period after the eblasakimab
announcement. The first tranche of warrants has now expired. The second tranche of warrants is similarly comprised (i) 50% of warrants that
are exercisable upon issuance until 60 days after the public announcement of topline interim data from our planned Phase 2 proof of concept
trial investigating farudodstat (the farudodstat announcement) at an exercise price of $8.15 per ADS, and (ii) 50% of warrants which can
only be exercised within 60 days after the farudodstat announcement at an exercise price based on the higher of $8.15 and a 50% discount to
the ADS VWAP measured across a specified period after the farudodstat announcement (collectively, the Tranche Warrants). The Tranche
Warrants have a term of five years and include a mandatory exercise provision, subject to the satisfaction of certain pre-specified conditions.
If all outstanding Tranche Warrants are fully-exercised, we would receive an additional $80.0 million in gross proceeds.
110
Pursuant to the Purchase Agreement, we granted BVF the right to nominate one individual to our Board and are required to recommend to
our shareholders to elect such nominee until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding
ordinary shares (including any Pre-Funded Warrants BVF holds as if fully exercised).
Agreements with Our Executive Officers and Directors
We have entered into employment agreements with our executive officers and director compensation agreements with our non-executive
directors. These agreements contain customary provisions and representations, including confidentiality, non-competition and non-
solicitation undertakings by the executive officers. However, the enforceability of the non-competition provisions may be limited under
applicable law.
Related Party Transaction Policy
We have adopted a related party transaction policy, which requires that certain related party transactions be approved by our Board and audit
committee. We intend to afford ourselves of the Nasdaq foreign private issuer exemption from the requirement that our audit committee have
review and oversight over all “related party transactions,” as defined in Item 7.B of Form 20-F. The definition of “related party transactions”
per our related party transaction policy is not as broad as the definition in Item 7.B of Form 20-F.
Indemnification Agreements
We have entered into, and intend to continue to enter into, separate indemnification agreements with our directors and executive officers.
These indemnification agreements provide our directors and executive officers with contractual rights to indemnification and, in some cases,
expense advancement in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or
executive officer of any other company or enterprise to which the person provides services at our request.
C.
Interests of experts and counsel.
Not applicable.
Item 8. Financial Information
The purpose of this standard is to specify which financial statements must be included in the document, as well as the periods to be covered,
the age of the financial statements and other information of a financial nature.
A.
Consolidated Statements and Other Financial Information.
Our consolidated financial statements are appended at the end of this Annual Report, starting at page F-1, and are incorporated herein by
reference.
Dividend Policy
We have never declared or paid a dividend, and we do not anticipate declaring or paying dividends in the foreseeable future. In addition, we
are not permitted to dispose of our assets pursuant to the terms of the K2HV Facility without the prior consent of K2HV except for Permitted
Transfers (as defined in the K2HV Facility). Further the K2HV loan agreement contains terms prohibiting or limiting the amount of
dividends that may be declared or paid on our ADSs or ordinary shares.
111
The holders of our ordinary shares are entitled to receive such dividends as may be declared by an ordinary resolution and subject to our
Articles and the Companies Act. Under Cayman Islands law, dividends may be paid only out of profits, which include net earnings and
retained earnings undistributed in prior years, and out of share premium, a concept analogous to paid-in surplus in the United States. No
dividend may be declared and paid unless our directors determine that immediately after the payment, we will be able to satisfy our liabilities
as they become due in the ordinary course of business and we have funds lawfully available for such purpose. We are not permitted to pay
any dividends or bonuses if (i) we do not have earnings or (ii) we have not yet covered our losses. Our Articles set out further detailed
provisions dealing with how we may fund, create reserves for and pay dividends.
Any dividends will be paid to the custodian of the ADSs that were issued in our public offering and shall be subject to further distribution to
you as a beneficial owner of the underlying ordinary shares by the custodian.
Legal Proceedings
From time to time, we may be involved in legal proceedings or be subject to claims arising out of our operations. We are not currently a party
to any legal proceedings that in the opinion of our management, would have a material adverse effect on our business.
B.
Significant Changes.
Not applicable.
Item 9. The Offer and Listing
A.
Offer and Listing Details.
Our ADSs began trading on The Nasdaq Global Market on May 4, 2018 under the trading symbol “ASLN”. Prior to that date, there was no
public trading market for our ADSs. Our ordinary shares traded on the TPEx under “6497” from June 1, 2017 to August 25, 2020. Prior to
June 7, 2017, there was no public trading market for our ordinary shares. On September 29, 2022 we transferred from The Nasdaq Global
Market to The Nasdaq Capital Market and began trading our ADSs under the same trading symbol “ASLN”.
B.
Plan of Distribution.
Not applicable.
C. Markets.
Our ADSs began trading on The Nasdaq Global Market on May 4, 2018 under the trading symbol “ASLN”. On September 29, 2022, we
transferred to The Nasdaq Capital Market and continued trading under the same trading symbol “ASLN”.
D.
Selling Shareholders.
Not applicable.
E.
Dilution.
Not applicable.
F.
Expenses of the Issue.
Not applicable.
112
Item 10. Additional Information
A.
Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
Twelfth Amended and Restated Memorandum and Articles of Association
Subject to other provisions in our Articles, our shareholders may by ordinary resolution increase our authorized share capital or by special
resolution reduce the share capital and may also by special resolution amend our Articles.
Ordinary Shares
General
Ordinary Shares. All of our outstanding ordinary shares are fully paid and non-assessable, excluding those ordinary shares that have been
issued to JPMorgan Chase Bank, N.A., as depositary, which are being held for future sales and issuances of ADSs, if any, under the Sale
Agreement. Our ordinary shares are issued in registered form and certificates representing the ordinary shares have been issued to certain
shareholders, including JPMorgan Chase Bank, N.A. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote
their shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our
shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by our directors. Our
Articles provide that the directors may, before recommending or declaring any dividend, set aside out of the funds legally available for
distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies or for equalizing
dividends or for any other purpose to which those funds may be properly applied. Under the laws of the Cayman Islands, our company may
pay a dividend out of any of profit, retained earnings or the credit standing in our company’s share premium account, provided that in no
circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course
of business immediately following the date on which the distribution or dividend is paid.
Voting Rights. Holders of our ordinary shares shall be entitled to one vote per ordinary share. Voting at any shareholders’ meeting is by show
of hands unless a poll is demanded (before or on the declaration of the result of the show of hands). A poll may be demanded by the chairman
of such meeting or any one or more shareholders present in person or by proxy at the meeting.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching
to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast
attaching to the outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of
name, making changes to our Articles or approving a merger. Holders of the ordinary shares may, among other things, subdivide, consolidate
or increase our share capital by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act or our Articles to call
shareholders’ annual general meetings.
Shareholders’ general meetings may be convened by a majority of our board of directors. Advance written notice of at least seven calendar
days (counting from the date service is deemed to take place as provided in our Articles) is required for the convening of any general meeting
of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy,
representing at least a majority of our paid up voting share capital.
113
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with
any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our
Articles provide general meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend
and vote at our general meetings holding at least ten percent of the paid up voting share capital deposited at the Office specifying the objects
of the meeting by notice given no later than 21 days from the date of deposit of the requisition duly proceed to convene a general meeting to
be held.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary
shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board of directors
may determine to decline to register any transfer of shares for any reason.
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient
to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in
proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in
respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for
distribution are insufficient to repay the whole of the share capital, the assets will be distributed so that the losses are borne by our
shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid
on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have
been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or
at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. We may also
repurchase any of our shares on such terms and in such manner as have been approved by our board of directors and agreed with the relevant
shareholder. Under the Companies Act, the redemption or repurchase of any share may be paid out of our profits, retained earnings or out of
the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium
account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the
ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid
up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation.
In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. If at any time our share capital is divided into different classes (and as otherwise determined by our board of
directors) the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class only be
materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of the
relevant class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of such class by a majority of two-
thirds of the votes cast at such a meeting. The board of directors may vary the rights attaching to any class without the consent or approval of
shareholders provided that the rights will not, in the determination of the board of directors, be materially adversely varied or abrogated by
such action.
Issuance of Additional Shares. Our Articles authorize our board of directors to issue additional ordinary shares from time to time as our board
of directors shall determine, to the extent of available authorized but unissued shares.
Our Articles also authorize our board of directors to establish from time to time one or more series of preferred shares with the approval of
the board of directors and with the approval of a special resolution and to determine, with respect to any series of preference shares, the terms
and rights of that series, including the:
•
•
•
•
Order, fixed amount or fixed ratio of allocation of dividends and other distributions on preferred shares;
Order, fixed amount or fixed ratio of allocation of the assets available for distribution on a liquidation of the Company;
Order of or restriction on the voting rights (including declaring no voting rights whatsoever) of preferred shareholders;
Other matters concerning rights and obligations incidental to preferred shares; and
114
• Method by which the Company is authorized or compelled to redeem the preferred shares, or a statement that redemption
rights shall not apply.
Prior to the issuance of any preferred shares, the Articles shall be amended to set forth the rights and obligations of the preferred shares.
Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain
copies of our corporate records (except for the memorandum and articles of association of our company, any special resolutions passed by
our company and the register of mortgages and charges of our company). However, we will provide our shareholders with annual audited
financial statements.
Anti-Takeover Provisions. Some provisions of our Articles may discourage, delay or prevent a change of control of our company or
management that shareholders may consider favorable, including provisions that:
•
•
Authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences,
privileges and restrictions of such preference shares; and
Limit the ability of shareholders to requisition and convene general meetings of shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Articles for a proper
purpose and for what they believe in good faith to be in the best interests of our company.
Exempted Company. We are an exempted company incorporated with limited liability under the Companies Act. The Companies Act
distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but
conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an
exempted company are essentially the same as for an ordinary company except that an exempted company:
•
•
•
Does not have to file an annual return of its shareholders with the Registrar of Companies;
Is not required to open its register of members for inspection;
Does not have to hold an annual general meeting;
• May obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in
the first instance);
• May register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
• May register as a limited duration company; and
• May register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other limited circumstances in which a court may be prepared to pierce or lift the corporate veil).
K2 Loan Agreement, Warrant and Participation Rights
In connection with the closing of the Loan Agreement with K2HV, we issued a warrant, as amended on June 30, 2023, to purchase ordinary
shares (K2 Warrant) to K2 HealthVentures Equity Trust LLC. The number of ordinary shares exercisable under the K2 Warrant equals (i)
2.95% of the aggregate outstanding principal amount of the term loans funded to us divided by (ii) the warrant price of $0.1447 per share
(subject to adjustment as provided therein). The K2 Warrant also includes a cashless exercise feature allowing the holder to receive shares
underlying the warrant in an amount reduced by the aggregate exercise price that would have been payable upon exercise of the warrant for
such shares. In addition, subject to compliance with applicable securities laws (including any holding period requirements), we are required
to use commercially reasonable efforts to facilitate and take all other actions required to enable the deposit of any or all of the ordinary shares
exercisable under the Warrant with our depositary for the issuance of American Depositary Shares. The K2 Warrant is exercisable until its
expiration on July 12, 2031. The K2 Warrant also provides for automatic cashless exercise or assumption as a result of certain transactions
involving a merger, acquisition or sale of the company, as set forth in the K2 Warrant.
115
The Loan Agreement with K2HV also provides K2 HealthVentures Equity Trust LLC with the right to participate in an aggregate amount of
up to $5.0 million in any offering of our American Depositary Shares, ordinary shares, common stock, convertible preferred stock or other
equity securities (or certain other convertible instruments but excluding non-convertible debt securities), but excluding any at-the-market
offerings or facilities, on the same terms, conditions and pricing afforded to others participating in such offering; provided that with respect to
any public offering, we are required to use commercially reasonable efforts to provide K2 HealthVentures Equity Trust LLC with the
opportunity to invest in each such offering if it is lawful to do so (or if the offering is an underwritten public offering pursuant to a
registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for
such offering to offer K2 HealthVentures Equity Trust LLC an allocation of securities in such offering).
Preference Shares
Pursuant to our Articles, we may issue shares with rights which are preferential to those of ordinary shares issued by us with the approval of
our board of directors and with the approval of a special resolution. Our Articles must be amended by special resolution to provide for such
preference shares.
Material Differences in Corporate Law
The Companies Act is modeled after the corporate legislation of the United Kingdom but does not follow recent United Kingdom statutory
enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the
significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in
Delaware and their shareholders.
Title of Organizational
Documents
Duties of Directors
Delaware
Cayman Islands
Certificate of Incorporation Bylaws
Memorandum of Association and Articles of
Association
Under Delaware law, the business and affairs of a
corporation are managed by or under the direction
of its board of directors. In exercising their powers,
directors are charged with a fiduciary duty of care to
protect the interests of the corporation and a
fiduciary duty of loyalty to act in the best interests
of its shareholders. The duty of care requires that
directors act in an informed and deliberative manner
and inform themselves, prior to making a business
decision, of all material information reasonably
available to them. The duty of care also requires that
directors exercise care in overseeing and
investigating the conduct of the corporation’s
employees. The duty of loyalty may be summarized
as the duty to act in good faith, not out of self-
interest, and in a manner which the director
reasonably believes to be in the best interests of the
shareholders.
As a matter of Cayman Islands law, directors of
Cayman Islands companies owe fiduciary duties to
their respective companies to, amongst other
things, act in good faith in their dealings with or on
behalf of the company and exercise their powers
and fulfill the duties of their office honestly. Five
core duties are:
• a duty to act in good faith in what the directors
bona fide consider to be the best interests of the
company (and in this regard, it should be noted
that the duty is owed to the company and not to
associate companies, subsidiaries or holding
companies);
• a duty not to personally profit from
opportunities that arise from the office of
director;
• a duty of trusteeship of the company’s assets;
• a duty to avoid conflicts of interest; and
• a duty to exercise powers for the purpose for
which such powers were conferred.
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A director of a Cayman Islands company also owes
the company a duty to act with skill, care and
diligence. It was previously considered that a
director need not exhibit in the performance of his
or her duties a greater degree of skill than may
reasonably be expected from a person of his or her
knowledge and experience. However, there are
indications that the courts are moving towards an
objective standard with regard to the required skill
and care.
The Companies Act has no equivalent provision to
Delaware law regarding the limitation of director’s
liability. However, as a matter of public policy,
Cayman Islands law will not allow the limitation
of a director’s liability to the extent that the
liability is a consequence of the director
committing a crime or of the director’s own fraud,
dishonesty or willful default.
Limitations on Personal
Liability of Directors
Subject to the limitations described below, a
certificate of incorporation may provide for the
elimination or limitation of the personal liability of
a director to the corporation or its shareholders for
monetary damages for a breach of fiduciary duty as
a director.
Such provision cannot limit liability for breach of
loyalty, bad faith, intentional misconduct, unlawful
payment of dividends or unlawful share purchase or
redemption. In addition, the certificate of
incorporation cannot limit liability for any act or
omission occurring prior to the date when such
provision becomes effective.
Indemnification of Directors,
Officers, Agents, and
Others
A corporation has the power to indemnify any
director, officer, employee, or agent of the
corporation who was, is, or is threatened to be made
a party who acted in good faith and in a manner he
believed to be in the best interests of the
corporation, and if with respect to a criminal
proceeding, had no reasonable cause to believe his
conduct would be unlawful, against amounts
actually and reasonably incurred.
Cayman Islands law does not limit the extent to
which a company’s articles of association may
provide for indemnification of directors and
officers, except to the extent any such provision
may be held by the Cayman Islands courts to be
contrary to public policy, such as to provide
indemnification against the consequences of
committing a crime, or against the indemnified
person’s own fraud or dishonesty.
Interested Directors
Under Delaware law, a transaction in which a
director who has an interest is not void or voidable
solely because such interested director is present at
or participates in the meeting that authorizes the
transaction if: (i) the material facts as to such
interested director’s relationship or interests are
disclosed or are known to the board of directors and
the board in good faith authorizes the transaction by
the affirmative vote of a majority of the
disinterested directors, even though the disinterested
directors are less than a quorum, (ii) such material
facts are disclosed or are known to the shareholders
entitled to vote on such transaction and the
transaction is specifically approved in good faith by
vote of the shareholders, or (iii) the transaction is
fair as to the corporation as of the time it is
authorized, approved or ratified. Under Delaware
law, a director could be held liable for any
transaction in which such director derived an
improper personal benefit.
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Our Articles contain a provision that allows the
director who is in any way, whether directly or
indirectly, interested in a contract or proposed
contract with us shall declare the nature of his
interest at a meeting of the directors. A general
notice given to the directors by any director to the
effect that he is to be regarded as interested in any
contract or other arrangement which may thereafter
be made with that company or firm shall be
deemed a sufficient declaration of interest in
regard to any contract so made. A director may
vote in respect of any contract or proposed contract
or arrangement notwithstanding that he may be
interested therein and if he does so his vote shall be
counted and he may be counted in the quorum at
any meeting of the directors at which any such
contract or proposed contract or arrangement shall
come before the meeting for consideration.
Voting Requirements
The certificate of incorporation may include a
provision requiring supermajority approval by the
directors or shareholders for any corporate action.
In addition, under Delaware law, certain business
combinations involving interested shareholders
require approval by a supermajority of the non-
interested shareholders.
Voting for Directors
Under Delaware law, unless otherwise specified in
the certificate of incorporation or bylaws of the
corporation, directors shall be elected by a plurality
of the votes of the shares present in person or
represented by proxy at the meeting and entitled to
vote on the election of directors.
Cumulative Voting
No cumulative voting for the election of directors
unless so provided in the certificate of
incorporation.
For the protection of shareholders, certain matters
must be approved by special resolution of the
shareholders as a matter of Cayman Islands law,
including alteration of the memorandum or articles
of association, appointment of inspectors to
examine company affairs, reduction of share
capital (subject, in relevant circumstances, to court
approval), change of name, authorization of a plan
of merger or transfer by way of continuation to
another jurisdiction or consolidation or voluntary
winding up of the company.
The Companies Act requires that a special
resolution be passed by a majority of at least two-
thirds or such higher percentage as set forth in the
articles of association, of shareholders being
entitled to vote and do vote in person or by proxy
at a general meeting, or by unanimous written
consent of shareholders entitled to vote at a general
meeting. Our Articles provide that a resolution in
writing signed by all the shareholders for the time
being entitled to receive notice of and to attend and
vote at our general meetings (or being corporations
by their duly authorized representatives) shall be as
valid and effective as if the same had been passed
at a general meeting duly convened and held.
The Companies Act defines “special resolution”
only. A company’s articles of association can
therefore tailor the definition of “ordinary
resolutions” as a whole, or with respect to specific
provisions.
Our Articles contain a provision that shareholders
may by ordinary resolution appoint any person to
be a director. Further, the directors shall have
power at any time and from time to time to appoint
any person to be a director, either as a result of a
casual vacancy or as an additional director, subject
to the maximum number (if any) imposed by
Ordinary Resolution.
No cumulative voting for the election of directors
unless so provided in the articles of association.
Our Articles do not expressly provide for
cumulative voting on the election of directors.
Directors’ Powers Regarding
Bylaws
The certificate of incorporation may grant the
directors the power to adopt, amend or repeal
bylaws.
The memorandum and articles of association may
only be amended by a special resolution of the
shareholders.
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Nomination and Removal of
Directors and Filling
Vacancies on Board
Mergers and Similar
Arrangements
Shareholders may generally nominate directors if
they comply with advance notice provisions and
other procedural requirements in company bylaws.
Holders of a majority of the shares may remove a
director with or without cause, except in certain
cases involving a classified board or if the company
uses cumulative voting. Unless otherwise provided
for in the certificate of incorporation, directorship
vacancies are filled by a majority of the directors
elected or then in office.
Under Delaware law, with certain exceptions, a
merger, consolidation, exchange or sale of all or
substantially all the assets of a corporation must be
approved by the board of directors and a majority of
the outstanding shares entitled to vote thereon.
Under Delaware law, a shareholder of a corporation
participating in certain major corporate transactions
may, under certain circumstances, be entitled to
appraisal rights pursuant to which such shareholder
may receive cash in the amount of the fair value of
the shares held by such shareholder (as determined
by a court) in lieu of the consideration such
shareholder would otherwise receive in the
transaction. Delaware law also provides that a
parent corporation, by resolution of its board of
directors, may merge with any subsidiary, of which
it owns at least 90% of each class of capital stock
without a vote by shareholders of such subsidiary.
Upon any such merger, dissenting shareholders of
the subsidiary would have appraisal rights.
Nomination and removal of directors and filling of
board vacancies are governed by the terms of the
articles of association.
The Companies Act provides for the merger or
consolidation of two or more companies into a
single entity. The legislation makes a distinction
between a “consolidation” and a “merger.” In a
consolidation, a new entity is formed from the
combination of each participating company, and
the separate consolidating parties, as a
consequence, cease to exist and are each stricken
by the Registrar of Companies. In a merger, one
company remains as the surviving entity, having in
effect absorbed the other merging party (with the
vesting of the undertaking, property and liabilities
of the other merging party with the surviving
company) that then ceases to exist.
Two or more Cayman Islands companies may
merge or consolidate. Cayman Islands companies
may also merge or consolidate with foreign
companies provided that the laws of the foreign
jurisdiction permit such merger or consolidation.
Under the Companies Act, a written plan of merger
or consolidation shall be approved by the directors
of each constituent company, which then must be
authorized by each constituent company by way of
(i) a special resolution of the members of each
such constituent company; and (ii) such other
authorization, if any, as may be specified in such
constituent company’s articles of association.
Shareholder approval is not required where a
parent company registered in the Cayman Islands
seeks to merge with one or more of its subsidiaries
registered in the Cayman Islands and a copy of the
plan of merger is given to every member of each
subsidiary company to be merged unless that
member agrees otherwise.
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Secured creditors must consent to the merger
although application can be made to the Grand
Court of the Cayman Islands for such requirement
to be waived if such secured creditor does not
grant its consent to the merger. Where a foreign
company wishes to merge with a Cayman
company, consent or approval to the transfer of any
security interest granted by the foreign company to
the resulting Cayman entity in the transaction is
required, unless otherwise released or waived by
the secured party. If the merger plan is approved, it
is then filed with the Cayman Islands Registrar of
Companies along with a declaration by a director
of each company. The Registrar of Companies will
then issue a certificate of merger which shall be
prima facie evidence of compliance with all
requirements of the Companies Act in respect of
the merger or consolidation.
The surviving or consolidated entity remains or
becomes active while the other company or
companies are automatically dissolved. Unless the
shares of such shareholder are publicly listed or
quoted on the expiry date of the period allowed for
written notice of dissent to be provided to the
Company, dissenting shareholders in a merger or
consolidation of this type are entitled to payment
of the fair value of their shares if such shareholder
provides a written objection before the vote on
such merger or consolidation and subsequently
provides written notice of their decision to dissent
within 20 days immediately following written
notice from the Company to such shareholder of
the authorization for such merger or consolidation.
The fair value of the shares will be determined by
the Cayman Islands court if it cannot be agreed
among the parties. With respect to shares that are
listed or quoted, a shareholder shall have similar
rights only if it is required by the terms of the
merger or consolidation to accept for such shares
property other than (i) shares (or depositary
receipts in respect thereof) in the surviving or
consolidated company; (ii) listed or quoted shares
(or depositary receipts in respect thereof) of
another company; (iii) cash in lieu of any fractions
of shares or depositary receipts described at (i) and
(ii); or (iv) any combination of shares, depositary
receipts or cash described in (i)—(iii).
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The plan of merger or consolidation must be filed
with the Registrar of Companies in the Cayman
Islands together with a declaration as to the
solvency of the consolidated or surviving
company, a declaration as to the assets and
liabilities of each constituent company and an
undertaking that a copy of the certificate of merger
or consolidation will be given to the members and
creditors of each constituent company and that
notification of the merger and consolidation will be
published in the Cayman Islands Gazette.
Our Articles provide that we may merge or
consolidate with one or more other companies in
accordance with the Companies Act with the
approval of a Special Resolution.
Court approval is not required for a merger or
consolidation effected in compliance with these
statutory procedures.
Cayman companies may also be restructured or
amalgamated under supervision of the Grand Court
of the Cayman Islands by way of a court-
sanctioned “scheme of arrangement.” A scheme of
arrangement is one of several transactional
mechanisms available in the Cayman Islands for
achieving a restructuring. Others include share
capital exchange, merger (as described above),
asset acquisition or control, through contractual
arrangements, of an operating business. A scheme
of arrangement must not be beyond the powers of
the company, as stated in the constitutional
documents of the company and also requires the
approval of a majority, in number, of each class of
shareholders and creditors with whom the
arrangement is to be made and who must in
addition represent three-fourths in value of each
such class of shareholders or creditors, as the case
may be, that are present and voting either in person
or by proxy at the meeting summoned for that
purpose. The convening of the meetings and
subsequently the terms of the arrangement must be
sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder would have
the right to express to the Court its view that the
transaction ought not be approved, the Court can
be expected to approve the scheme of arrangement
if it is satisfied that:
• the statutory provisions as to the required
majority vote have been met;
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• the classes which are required to approve the
scheme of arrangement have been properly
constituted, so that the members of such classes
are properly and fairly represented and the
statutory majority are acting bona fide without
coercion of the minority to promote interests
adverse to those of the class;
• the meetings held by the company in relation to
the approval of the scheme of arrangement by
such classes have been convened and held in
accordance with any directions given by the
Court;
• the scheme of arrangement has been properly
explained to the shareholders or creditors so that
they have been able to exercise an informed vote
in respect of the scheme;
• the scheme of arrangement is one which an
intelligent and honest man, who is a member of
the relevant class and properly acting might
approve.
When a takeover offer is made and accepted by
holders of 90% of the shares within four months,
the offeror may, within a two-month period,
require the holders of the remaining shares to
transfer such shares on the terms of the offer. An
objection may be made to the Grand Court of the
Cayman Islands but is unlikely to succeed unless
there is evidence of fraud, bad faith or collusion. If
the arrangement and reconstruction are thus
approved, any dissenting shareholders would have
no rights comparable to appraisal rights, which
would otherwise ordinarily be available to
dissenting shareholders of United States
corporations, providing rights to receive payment
in cash for the judicially determined value of the
shares.
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Shareholder Suits
Class actions and derivative actions generally are
available to shareholders under Delaware law for,
among other things, breach of fiduciary duty,
corporate waste and actions not taken in accordance
with applicable law. In such actions, the court
generally has discretion to permit the winning party
to recover attorneys’ fees incurred in connection
with such action.
Inspection of Corporate
Records
Under Delaware law, shareholders of a Delaware
corporation have the right during normal business
hours to inspect for any proper purpose, and to
obtain copies of list(s) of shareholders and other
books and records of the corporation and its
subsidiaries, if any, to the extent the books and
records of such subsidiaries are available to the
corporation.
Shareholder Proposals
Unless provided in the corporation’s certificate of
incorporation or bylaws, Delaware law does not
include a provision restricting the manner in which
shareholders may bring business before a meeting.
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The rights of shareholders under Cayman Islands
law are not as extensive as those under Delaware
law. Class actions are generally not available to
shareholders under Cayman Islands laws;
historically, there have not been any reported
instances of such class actions having been
successfully brought before the Cayman Islands
courts. In principle, we will normally be the proper
plaintiff in any claim based on a breach of duty
owed to the Company, and a claim against (for
example) the Company’s officers or directors
usually may not be brought by a shareholder. A
derivative action may be brought by a minority
shareholder in only limited circumstances. In this
regard, the Cayman Islands courts would ordinarily
be expected to follow English case law precedent,
which would permit a shareholder to commence an
action in the company’s name to remedy a wrong
done to the company where the act complained of
cannot be ratified by the shareholders and where
control of the company by the wrongdoer results in
the company not pursuing a remedy itself. The
case law shows that derivative actions have been
permitted in respect of acts that are beyond the
company’s corporate power, illegal, where the
individual rights of the plaintiff shareholder have
been infringed or are about to be infringed and acts
that are alleged to constitute a “fraud on the
minority.”
Except in respect of the inspection of a Company’s
Register of Directors upon payment of a fee at the
Registrar of Companies in the Cayman Islands by
any person, shareholders of a Cayman Islands
exempted company have no general right under
Cayman Islands law to inspect or obtain copies of
a list of shareholders or other corporate records
(other than the register of mortgages or charges) of
the company. However, these rights may be
provided in the company’s articles of association.
The Companies Act does not provide shareholders
any right to bring business before a meeting or
requisition a general meeting. However, these
rights may be provided in the company’s articles of
association. Our Articles do provide for these
rights.
Approval of Corporate
Matters by Written Consent
Delaware law permits shareholders to take action by
written consent signed by the holders of outstanding
shares having not less than the minimum number of
votes that would be necessary to authorize or take
such action at a meeting of shareholders.
The Companies Act allows a special resolution to
be passed in writing if signed by all the voting
shareholders (if authorized by the articles of
association).
Our Articles authorize such written consents.
Calling of Special
Shareholders Meetings
Delaware law permits the board of directors or any
person who is authorized under a corporation’s
certificate of incorporation or bylaws to call a
special meeting of shareholders.
The Companies Act does not have provisions
governing the proceedings of shareholders
meetings which are usually provided in the articles
of association.
Our Articles allow for shareholders’ meetings to be
convened on the requisition in writing of any
shareholder or shareholders holding at least ten
percent of the paid up voting share capital. Our
Articles also provide that, in the event that our
board of directors does not or cannot convene a
general meeting upon the duly delivered
requisition of any shareholder or shareholders (as
described above), the requisitionists themselves
may convene the general meeting in the same
manner, as nearly as possible, as that in which
general meetings may be convened by the
Directors, and all reasonable expenses incurred by
the requisitionists as a result of the failure of the
Directors to convene the general meeting shall be
reimbursed to them by us.
C. Material contracts.
Except as otherwise disclosed in this Annual Report (including the exhibits thereto), we are not currently, and have not been in the last two
years, party to any material contract, other than contracts entered into in the ordinary course of our business.
2020 ATM Sale Agreement
We entered into an Open Market Sale AgreementSM (the ATM Sale Agreement), with Jefferies LLC on October 9, 2020, subsequently
amended in September 2022, pursuant to which we may issue and sell ADSs from time to time, through at-the-market offerings under which
Jefferies LLC will act as sales agent and/or principal.
The ATM Sale Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions
under which the Company and Jefferies LLC have agreed to indemnify each other against certain liabilities, including liabilities under the
Securities Act. Jefferies LLC and the Company have the right, by giving written notice as specified in the ATM Sale Agreement, to terminate
the ATM Sale Agreement.
2021 Underwriting Agreement
We entered into an underwriting agreement with Jefferies LLC and Piper Sandler & Co. as representatives of the underwriters, on March 2,
2021, with respect to certain ADSs sold in our public offering. We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the U.S. Securities Act of 1933, as amended, and to contribute to payments the underwriters may be required to
make in respect of such liabilities.
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2021 Loan Guaranty and Security Agreement
In July 2021 we entered into a loan agreement with K2 HealthVentures LLC (K2HV) and certain parties related to K2HV, pursuant to which
K2HV agreed to provide a four-year loan facility for up to $45 million (the K2HV Facility). The K2HV Facility consists of a $20 million
initial term loan funded at closing, with the remaining $25 million available in tranches subject to certain terms and conditions. Borrowings
under the K2HV Facility are secured with a pledge of the borrower’s equity interests in subsidiaries and collateral over all of our cash, goods,
and other personal property, with the exception of (i) under the K2HV Facility agreement prior to subsequent amendment, our registered
intellectual property assets, (ii) personal property to the extent that granting of security over any such personal property would constitute a
breach of or result in the termination of, or require any consent not obtained under, any license, agreement, instrument or other document
evidencing or giving rise to such property, or is otherwise prohibited by any requirement of law, and (iii) our equity interests in JAGUAHR.
Such pledge and collateral may be enforced only if there has been an event of default as stipulated in the loan agreement. Borrowings under
the K2HV Facility can be used to advance the clinical development of eblasakimab, farudodstat, and general corporate purposes. Interest on
the loan is computed at a variable annual rate equal to the greater of (i) eight and one-quarter of one percent (8.25%), and (ii) the sum of (A)
the prime rate, as noted in The Wall Street Journal, Money Rates section plus (B) five percent (5%), and is payable on a monthly basis.
Amounts outstanding can be voluntarily prepaid. Under the K2HV Facility, we may not without the permission of K2HV incur any further
indebtedness other than Permitted Indebtedness (as defined in the K2HV loan agreement). Under the K2HV Facility, we are subject to
customary reporting and restrictive covenants. If an event of default occurs, K2HV can terminate the commitment under the K2HV Facility
and accelerate all amounts outstanding.
On June 30, 2023, the parties entered into a First Amendment to the K2HV Facility (Loan Amendment) with K2HV to, among other things,
extend the interest-only period under the K2HV Facility to November 1, 2023, February 1, 2024 or August 1, 2024, dependent on the
Company’s achievement of certain milestones.
On December 6, 2023, we entered into an amendment (Second Amendment) of K2HV Facility pursuant to which K2HV agreed to extend the
period under the K2HV Facility in which the Company is not required to make payments with respect to the outstanding principal amount
(during which period interest payments continue to become due and payable in accordance with the terms of the K2HV Facility). The first
date from which the Company is required to make monthly payments of principal is now January 1, 2025. In addition, pursuant to the Second
Amendment, (i) the Company made a payment of $12.0 million to the administrative agent, which has been applied to the outstanding
principal under the Loan Agreement (Prepayment) and (ii) the lenders and the administrative agent waived a prepayment fee of 2.0% that
otherwise would have been required under the Loan Agreement with respect to the Prepayment. After giving effect to the Prepayment, $13.0
million of principal will remain outstanding under the loan Agreement. In connection with the Second Amendment, K2HV received a lien on
certain intellectual property owned by the Company, subject to customary exceptions.
D.
Exchange Controls.
Except as otherwise indicated, there are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect
the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of
dividends, interest, or other payments by us to non-resident holders of our ordinary shares or ADSs.
Except as otherwise indicated, there are no governmental laws, decrees, regulations or other legislation in the ROC that may affect the
remittance of dividends, interest, or other payments by us to non-resident holders of our ordinary shares or ADSs.
E.
Taxation.
The following is a discussion of the material Cayman Islands, ROC and U.S. federal income tax considerations that may be relevant to an
investment decision by a potential investor with respect to our ADSs. This summary should not be considered a comprehensive description of
all the tax considerations that may be relevant to the decisions to acquire ADSs.
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Material U.S. Federal Income Tax Considerations for U.S. Holders
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our
ordinary shares or ADSs by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our ADSs and hold such
ADSs as capital assets (generally, property held for investment). This discussion is based on the U.S. Internal Revenue Code of 1986 (as
amended the Code), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect
on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S.
federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders
subject to special treatment under U.S. federal income tax law (such as certain banks, financial institutions, insurance companies, brokers,
dealers or traders in securities, commodities, currencies or notional principal contracts or other persons that generally mark their securities to
market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations, retirement plans, regulated investment
companies, real estate investment trusts, grantor trusts, certain former citizens or long-term residents of the United States, persons who hold
our ordinary shares or ADSs as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” “wash sale” or other integrated
investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution
10% or more of the voting power or value of our ordinary shares, corporations that accumulate earnings to avoid U.S. federal income tax,
entities or arrangements classified as partnerships or S corporations for U.S. federal income tax purposes or other pass-through entities,
including hybrid entities and disregarded entities, and investors in such entities). In addition, this discussion does not address any U.S. state
or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences, or the special tax accounting
rules in Section 451(b) of the Code.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of our ordinary shares or ADSs who is, for U.S. federal income
tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S.
federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3)
an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (x) with respect to which a court
within the United States is able to exercise primary supervision over its administration and one or more United States persons have the
authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a
domestic trust for U.S. federal income tax purposes.
If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds our ordinary shares or ADSs, the U.S.
federal income tax consequences to a partner relating to an investment in such ordinary shares or ADSs will depend in part upon the activities
of such entity and the status of the particular partner. Partnerships holding our ordinary shares or ADSs and partners in such partnership
should consult their own tax advisors regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of our
ordinary shares or ADSs.
Persons considering an investment in our ADSs should consult their own tax advisors as to the particular tax consequences applicable to
them relating to the purchase, ownership and disposition of our ADSs, including the applicability of U.S. federal, state and local tax laws and
non-U.S. tax laws.
The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit
agreement and any related agreement will be complied with in accordance with their terms. Generally, a holder of an ADS should be treated
for U.S. federal income tax purposes as holding the ordinary shares represented by the ADS. Accordingly, no gain or loss will be recognized
upon an exchange of ADSs for the underlying ordinary shares represented by such ADSs. The U.S. Treasury has expressed concerns that
intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking
actions that are inconsistent with the beneficial ownership of the underlying security. Accordingly, the creditability of foreign taxes, if any, as
described below, could be affected by actions taken by intermediaries in the chain of ownership between the holders of ADSs and our
company if as a result of such actions the holders of ADSs are not properly treated as beneficial owners of the underlying ordinary shares.
Passive Foreign Investment Company Consequences
In general, a corporation organized outside the United States will be treated as a passive foreign investment company (PFIC) for any taxable
year in which either (1) at least 75% of its gross income is “passive income” (PFIC income test), or (2) on average at least 50% of its assets,
determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income (PFIC asset test).
Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or
exchange of property that gives rise to passive income.
126
Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a
public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S.
corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a
25% interest (by value) is taken into account.
Although PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, based on the
nature of our income and the estimated value and composition of our assets, we believe we were not a PFIC for the taxable year ended
December 31, 2023. However, because we may hold a substantial amount of cash and cash equivalents, and because the calculation of the
value of our assets may be based in part on the value of ordinary shares, which may fluctuate considerably, we have been a PFIC in prior
taxable years and may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no
assurance that the Internal Revenue Service (IRS) will agree with our conclusion and that the IRS would not successfully challenge our
position. Our status as a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that are
unclear in some respects and subject to varying interpretations. In particular, the characterization of our assets as active or passive may
depend in part on our current and intended future business plans, which are subject to change. The composition of our income and assets is
also affected by how, and how quickly, we spend the cash we raise in any offering. Accordingly, our U.S. counsel expresses no opinion with
respect to our PFIC status in our current taxable year or in any prior or future taxable year.
If we are a PFIC in any taxable year during which a U.S. Holder owns our ordinary shares or ADSs, the U.S. Holder could be liable for
additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is
greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding
period for our ordinary shares or ADSs, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our
ordinary shares or ADSs, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or
gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our ordinary shares or
ADSs. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year
prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount
allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary
income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are a PFIC for any year during which a U.S. Holder holds our ordinary shares or ADSs, we must generally continue to be treated as a
PFIC by that holder for all succeeding years during which the U.S. Holder holds such ordinary shares or ADSs, unless we cease to meet the
requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our ordinary shares or ADSs. If the election
is made, the U.S. Holder will be deemed to sell our ordinary shares or ADSs it holds at their fair market value on the last day of the last
taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess
distribution regime, but any loss would not be recognized. After the deemed sale election, the U.S. Holder’s ordinary shares or ADSs would
not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares or ADSs and one of our non-United States
subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the
shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on
gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions
or dispositions. Any of our non-United States subsidiaries that have elected to be disregarded as entities separate from us or as partnerships
for U.S. federal income tax purposes would not be corporations under U.S. federal income tax law and accordingly, cannot be classified as
lower-tier PFICs. However, non-United States subsidiaries that have not made the election may be classified as a lower-tier PFIC if we are a
PFIC during your holding period and the subsidiary meets the PFIC income test or PFIC asset test. Each U.S. Holder is advised to consult its
tax advisors regarding the application of the PFIC rules to any of our non-United States subsidiaries.
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If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on
our ordinary shares or ADSs if a valid “mark-to-market” election is made by the U.S. Holder for our ordinary shares or ADSs. An electing
U.S. Holder generally would take into account as ordinary income each year, the excess of the fair market value of our ordinary shares or
ADSs held at the end of such taxable year over the adjusted tax basis of such ordinary shares or ADSs. The U.S. Holder would also take into
account, as an ordinary loss each year, the excess of the adjusted tax basis of such ordinary shares or ADSs over their fair market value at the
end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a
result of the mark-to-market election. The U.S. Holder’s tax basis in our ordinary shares or ADSs would be adjusted to reflect any income or
loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares or
ADSs in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other
disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and
thereafter as capital loss. If, after having been a PFIC for a taxable year, we cease to be classified as a PFIC because we no longer meet the
PFIC income or PFIC asset test, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described
above and any gain or loss recognized on the sale or exchange of the ordinary shares or ADSs would be classified as a capital gain or loss.
A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketable stock if
it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly
traded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least 15 days during
each calendar quarter.
In general, a U.S. Holder makes a mark-to-market election by attaching a properly executed IRS Form 8621 to its U.S. federal income tax
return for the first taxable year to which it wishes the election to apply.
Our ADSs will be marketable stock as long as they remain listed on The Nasdaq Capital Market and are regularly traded. A mark-to-market
election will not apply to the ordinary shares or ADSs for any taxable year during which we are not a PFIC, but will remain in effect with
respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any of our non-U.S. subsidiaries.
Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs
notwithstanding the U.S. Holder’s mark-to-market election for the ordinary shares or ADSs.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to
make a valid qualified electing fund (QEF) election. While we will consider providing U.S. Holders with the information necessary for a U.S.
Holder to make a QEF election, we can provide no assurance that we will do so, in which case such a QEF election would not be available
for a U.S. Holder.
The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their
own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our ADSs, the
consequences to them of an investment in a PFIC, any elections available with respect to the ADSs and the IRS information reporting
obligations with respect to the purchase, ownership and disposition of ADSs of a PFIC.
Distributions
Subject to the discussion above under “—Passive Foreign Investment Company Consequences,” a U.S. Holder that receives a distribution
with respect to our ordinary shares or ADSs generally will be required to include the gross amount of such distribution in gross income as a
dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings
and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend
because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free
return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ordinary shares or ADSs. To the extent the
distribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares or ADSs, the remainder will be taxed as capital gain. Because
we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all
distributions to be reported to them as dividends.
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Distributions on our ordinary shares or ADSs that are treated as dividends generally will constitute income from sources outside the United
States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the
“dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.
Dividends paid by a “qualified foreign corporation” to certain non-corporate U.S. Holders may be eligible for taxation at a reduced capital
gains rate if certain requirements are met. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax
rate on dividends to its particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is paid or the
preceding taxable year (see discussion above under “—Passive Foreign Investment Company Consequences”), we will not be treated as a
qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply.
Dividends will be included in a U.S. Holder’s income on the date of the Depositary’s receipt of the dividend.
Sale, Exchange or Other Disposition of Our Ordinary Shares or ADSs
Subject to the discussion above under “—Passive Foreign Investment Company Consequences,” a U.S. Holder generally will recognize
capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares or ADSs in an
amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property
received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the ordinary shares or ADSs. Such capital
gain or loss generally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on
the date of sale, exchange or other disposition, the ordinary shares or ADSs were held by the U.S. Holder for more than one year. Any capital
gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is
subject to limitations. Any gain or loss recognized from the sale or other disposition of our ordinary shares or ADSs will generally be gain or
loss from sources within the United States for U.S. foreign tax credit purposes.
Medicare Tax
Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on
all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of our
ordinary shares or ADSs. If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors
regarding the applicability of this Medicare tax to your income and gains in respect of your investment in our ordinary shares or ADSs.
Information Reporting and Backup Withholding
U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our ordinary
shares or ADSs, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). Each U.S. Holder who is a
shareholder of a PFIC must file an annual report on IRS Form 8621 (or any successor form) containing certain information, generally with
the U.S. Holder’s U.S. federal income tax return for the relevant year. Substantial penalties may be imposed upon a U.S. Holder that fails to
comply with the required information reporting.
Unless otherwise provided by the U.S. Treasury, each U.S. shareholder of a PFIC is required to file an annual report containing such
information as the U.S. Treasury may require. A U.S. Holder’s failure to file the annual report will cause the statute of limitations for such
U.S. Holder’s U.S. federal income tax return to remain open with regard to the items required to be included in such report until three years
after the U.S. Holder files the annual report, and, unless such failure is due to reasonable cause and not willful neglect, the statute of
limitations for the U.S. Holder’s entire U.S. federal income tax return will remain open during such period.
Dividends on and proceeds from the sale or other disposition of our ADSs may be reported to the IRS unless the U.S. Holder establishes a
basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate U.S.
taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons.
However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund
or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely
basis to the IRS.
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U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES
TO IT OF AN INVESTMENT IN OUR ADSs OR ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN
CIRCUMSTANCES.
Cayman Taxation
Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any ADSs or
ordinary shares under the laws of their country of citizenship, residence or domicile.
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the ADSs or ordinary shares. The
discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does
not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands
law.
No stamp duty, capital duty, registration or other issue or documentary taxes are payable in the Cayman Islands on the creation, issuance or
delivery of the ADSs or ordinary shares. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate
duty, inheritance tax or gift tax. There are currently no Cayman Islands’ taxes or duties of any nature on gains realized on a sale, exchange,
conversion, transfer or redemption of the ADSs or ordinary shares. Payments of dividends and capital in respect of the ADSs or ordinary
shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a
dividend or capital to any holder of the ADSs or ordinary shares, nor will gains derived from the disposal of the ADSs or ordinary shares be
subject to Cayman Islands income or corporation tax as the Cayman Islands currently have no form of income or corporation taxes.
We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have applied for and
have received an undertaking from the Governor of the Cayman Islands that no law enacted in the Cayman Islands during the period of 30
years from 3 January 2018, being the date of the undertaking imposing any tax to be levied on profits, income, gains or appreciation shall
apply to us or our operations and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable (directly or by way of
withholding) on the ADSs or ordinary shares, debentures or other obligations of ours.
F.
Dividends and Paying Agents.
Not applicable.
G.
Statement by Experts.
Not applicable.
H.
Documents on Display.
We are subject to the informational requirements of the Exchange Act and are required to file reports and other information with the SEC.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding
registrants that make electronic filings with SEC using its EDGAR system.
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We are a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act, and are not subject to the same requirements
that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain
respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we do not file the same reports that
a U.S. domestic issuer would file with the SEC. We also make available on our website’s investor relations page, free of charge, our annual
report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as
reasonably practicable after they are electronically filed with or furnished to the SEC. The address for our investor relations page is
www.aslanpharma.com. The information contained on our website is not incorporated by reference in this annual report.
I.
Subsidiary Information.
Not applicable.
J.
Annual Report to Security Holders.
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Our financial risk management objective is to monitor and manage the financial risks relating to our operations. These risks include risks in
financial markets (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. In order to minimize the effect
of financial risks, we devote time and resources to identifying and evaluating the uncertainty of the financial market to mitigate risk
exposures.
Our activities expose us primarily to risks of changes in foreign currency exchange rates, interest rates and other price risks.
Effects of Inflation
Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation and changing prices had a
significant impact on our results of operations for any periods presented herein. While we are seeing, and expect to continue to see, record
inflation due to, among other things, geopolitical and macroeconomic events, such as the ongoing military conflict between Ukraine and
Russia and in the Middle East and related sanctions, and bank failures, as of December 31, 2023, we do not expect anticipated changes in
inflation to have a material effect on our business, financial condition or results of operations for future reporting periods.
A.
Foreign Currency Exchange Risk.
We have foreign currency transactions, which expose us to foreign currency risks. The significant financial assets and liabilities denominated
in foreign currencies as of December 31, 2022 were as follows:
Financial assets
Monetary items
SGD
AUD
Financial liabilities
Monetary items
SGD
Foreign
Currencies
December 31, 2022
Exchange
Rate
Carrying
Amount
SG$
AU$
2,312,357
2,616,802
0.7461
0.6820
US$
US$
1,725,279
1,784,606
SG$ 16,298,191
0.7461
US$ 12,160,288
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A hypothetical rate change of 5% is used when reporting foreign currency risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in foreign exchange rates. Based on outstanding foreign currency-denominated
monetary items, a 5% weakening of the U.S. dollar against the Singapore dollar and Australian dollar would result in a ($0.52) and $0.09
million increase to net (loss)/gain and (decrease)/increase to equity.
The significant financial assets and liabilities denominated in foreign currencies as of December 31, 2023 were as follows:
Financial assets
Monetary items
SGD
Financial liabilities
Monetary items
SGD
Foreign
Currencies
December 31, 2023
Exchange
Rate
Carrying
Amount
SG$
2,825,324
0.7577
US$
2,140,748
SG$ 18,232,233
0.7577
US$ 13,814,563
A hypothetical rate change of 5% is used when reporting foreign currency risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in foreign exchange rates. Based on outstanding foreign currency-denominated
monetary items, a 5% weakening of the U.S. dollar against the Singapore dollar would result in a $0.58 million increase to net loss and
decrease to equity.
B.
Interest Rate Risk.
We are exposed to interest rate risk because we have borrowed funds at both fixed and floating interest rates. The risk is managed by us by
maintaining an appropriate mix of fixed and floating rate borrowings.
The sensitivity analysis below is determined based on our exposure to interest rates for fixed rate borrowings at the end of the reporting
period, and is prepared assuming that the amounts of liabilities outstanding at the end of the reporting period are outstanding for the whole
year. A 100-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher and all other variables were held constant, our pre-tax loss for the years ended December 31,
2022 and 2023 would have increased around by $69,596 and $265,989, respectively.
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Item 12. Description of Securities Other than Equity Securities
A.
Debt Securities.
Not applicable.
B. Warrants and Rights.
Not applicable.
C. Other Securities.
Not applicable.
D.
American Depositary Shares.
JPMorgan Chase Bank, N.A. (JPMorgan), as depositary will issue the ADSs in connection with an offering. Each ADS will represent an
ownership interest in a designated number of our ordinary shares which we will deposit with the depositary or the custodian, as agent of the
depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also
represent any securities, cash or other property deposited with the depositary but which have not distributed directly to you. Unless
certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic
statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to ADRs shall include the
statements you will receive which reflect your ownership of ADSs.
The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY, 10179.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an
ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly.
If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial
institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find
out what those procedures are.
As an ADR holder, we will not treat you as a shareholder of ours and you will not have any direct shareholder rights. Because the depositary
or its nominee will be the shareholder of record for the ordinary shares represented by all outstanding ADSs, shareholder rights rest with such
record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among
us, the depositary and all holders from time to time of ADRs issued under the deposit agreement. The obligations of the depositary and its
agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the ordinary
shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New
York law. However, our obligations to the holders of ordinary shares will continue to be governed by the Cayman Islands, which may be
different from the laws of the United States. Under the deposit agreement, as an ADR holder, you agree that any legal suit, action or
proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs, the ADRs or the
transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably waive any
objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.
The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a
summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the
entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which
is filed as an exhibit to this Annual Report on Form 20-F.
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Share Dividends and Other Distributions
How will I receive dividends and other distributions on the ordinary shares underlying my ADSs? We may make various types of
distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will distribute to you the cash
dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after converting any cash
received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary
deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan to direct, manage
and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the
depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in
proportion to the number of underlying securities that your ADSs represent.
Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:
•
•
•
Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or
the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other
practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or
impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ fees and
expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be
made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the
depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining
any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a
reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially
reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may
lose some or all of the value of the distribution.
Shares. In the case of a dividend or free distribution in ordinary shares, the depositary will issue additional ADRs to evidence
the number of ADSs representing such ordinary shares. Only whole ADSs will be issued. Any ordinary shares which would
result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders
entitled thereto.
Rights to receive additional ordinary shares. In the case of a distribution of rights to subscribe for additional ordinary shares or
other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the
depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if
we do not timely furnish such evidence, the depositary may:
(i) Sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled
thereto; or
(ii)
If it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their
short duration or otherwise, do nothing, in which case ADR holders will receive nothing and the rights may lapse.
Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i)
distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution
of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same
way it distributes cash.
If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered
ADR holder, the depositary may choose any method of distribution that it deems practicable, including the distribution of foreign currency,
securities or property, or it may retain such items, without liability for interest thereon or investment thereof, on behalf of the ADR holder as
deposited securities, in which case the ADSs will also represent the retained items.
Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be
withheld without liability and dealt with by the depositary in accordance with its then current practices.
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The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights,
shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All
purchases and sales of securities will be handled by the depositary in accordance with its then current policies, which are currently set forth
in the “Depositary Receipt Sale and Purchase of Security” section of www.adr.com/Investors/FindOutAboutDRs, the location and contents of
which the depositary shall be solely responsible for.
Deposit, Withdrawal and Cancellation
How does the depositary issue ADSs? Subject to any restrictions on deposit provided for under the laws of the Cayman Islands and the
deposit agreement, the depositary will issue ADSs against the deposit of: (i) ordinary shares in registered form, validly issued and
outstanding; (ii) rights to receive ordinary shares from us or any registrar, transfer agent, clearing agent or other entity recording share
ownership or transactions, subject in each case to payment of the fees and expenses owing to the depositary in connection with such issuance.
Ordinary shares deposited in the future with the custodian must be accompanied by certain documents, including Share certificates, and a
certified share extract, reflecting the registration of the shares in the name of JPMorgan, as depositary for the benefit of holders of ADRs or
in such other name as the depositary shall direct, a delivery order directing the depositary to issue ADSs to, or upon the written order of, the
person designated in such order, instruments assigning to the custodian, the depositary or the nominee of either of them any distribution on
the ordinary shares so deposited or indemnity therefor, and proxies entitling the custodian to vote the deposited ordinary shares.
The custodian will hold all deposited ordinary shares for the account and to the order of the depositary for the benefit of holders of ADRs.
ADR holders thus have no direct ownership interest in the ordinary shares and only have such rights as are contained in the deposit
agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited ordinary
shares. The deposited ordinary shares and any such additional items are referred to as “deposited securities.”
Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the deposit
agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will
issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is
entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a
registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name.
An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be
issued.
How do ADR holders cancel an ADS and obtain deposited securities? In accordance with the deposit agreement and subject to the
requirements of the laws of the Cayman Islands, an ADR holder may request the depositary to withdraw from the depositary receipt facility
created by the deposit agreement the ordinary shares represented by such holder’s ADRs and transfer such ordinary shares to such holder or,
upon the written order of any person designated in such ADR holder’s written order, upon surrender of (a) a certificated ADR in a form
satisfactory to the depositary or (b) proper instructions and documentation in the case of an ADR issued through the depositary’s direct
registration system, as the case may be, then an ADR holder hereof is entitled to delivery at, or to the extent in dematerialized form from, the
custodian’s office of the deposited securities at the time represented by the ADSs evidenced by this ADR. At the request, risk and expense of
the holder hereof, the depositary may deliver such deposited securities at such other place as may have been requested by the holder.
The depositary may only restrict the withdrawal of deposited securities in connection with:
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Temporary delays caused by closing our transfer books or those of the depositary or the deposit of ordinary shares in
connection with voting at a shareholders’ meeting, or the payment of dividends;
The payment of fees, taxes and similar charges; or
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Compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited
securities.
Record Dates
The depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable
to any corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the
case may be):
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To receive any distribution on or in respect of deposited securities,
To give instructions for the exercise of voting rights,
To pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the
deposit agreement, or
To receive any notice or to act or be obligated in respect of other matters,
All subject to the provisions of the deposit agreement.
Voting Rights
How do I vote? If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary
how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receipt from us of notice of any
meeting at which the holders of shares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the depositary
shall fix the ADS record date in accordance with the provisions of the deposit agreement. The depositary shall, if we request in writing in a
timely manner at least 30 days prior to the date of such vote or meeting and at our expense and provided no legal prohibitions exist, distribute
to the registered ADR holders a notice stating final information particular to the voting materials received by the depositary and describing
how you may instruct, or, subject to the next paragraph, will be deemed to instruct, the depositary to exercise the voting rights for the shares
which underlie your ADSs, including instructions for giving a discretionary proxy to a person designated by us. Each ADR holder shall be
solely responsible for the forwarding of voting notices to the beneficial owners of ADSs registered in such holder’s name. In accordance with
our memorandum and articles of association, a shareholder may not exercise its own vote or by proxy on behalf of another shareholder of the
company in respect of any contract or proposed contract or arrangement if such shareholder may be interested therein. Accordingly, no ADR
holder shall instruct the depositary to vote on its behalf on any matter to be considered at the relevant meeting in respect of which such holder
is interested.
To the extent we have provided the depositary with at least 35 days’ notice of a proposed meeting, the notice will be received by all ADR
holders and beneficial owners no less than 10 days prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and
the depositary does not receive instructions on a particular agenda item from a ADR holder (including, without limitation, any entity or
entities acting on behalf of the nominee for The Depository Trust Company) in a timely manner, such holder shall be deemed, and in the
deposit agreement the depositary is instructed to deem such holder, to have instructed the depositary to give a discretionary proxy for such
agenda item(s) to a person designated by us to vote the shares represented by their ADSs for which actual instructions were not so given by
all such ADR holders on such agenda item(s), provided that no such instruction shall be deemed given and no discretionary proxy shall be
given unless (1) we inform the depositary in writing that (a) we wish such proxy to be given with respect to such agenda item(s), (b) there is
no substantial opposition existing with respect to such agenda item(s) and (c) such agenda item(s), if approved, would not materially or
adversely affect the rights of holders of shares and (2) we have provided the depositary with an opinion of our counsel, in form and substance
satisfactory to the depositary, confirming that (a) the granting of such discretionary proxy does not subject the depositary to any reporting
obligations in the Cayman Islands, (b) the granting of such proxy will not result in a violation of Cayman Islands laws, rules, regulations or
permits, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Islands laws, rules and
regulations, and (d) the granting of such discretionary proxy will not under any circumstances result in the ADSs being treated as assets of
the depositary under Cayman Islands laws, rules or regulations.
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Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the
ADR department of the depositary that is responsible for proxies and voting must receive them in the manner and on or before the time
specified, notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will
not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any
voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit
agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange
on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or
solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides
such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon
request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons
who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
We have advised the depositary that under the Cayman Islands law and our memorandum and articles of association, voting at any meeting of
our shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event
that voting on any resolution or matter is conducted on a show of hands basis in accordance with the memorandum and articles of
association, the depositary will refrain from voting and the voting instructions received by the depositary from holders shall lapse. The
depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs.
Reports and Other Communications
Will ADR holders be able to view our reports? The depositary will make available for inspection by ADR holders at the offices of the
depositary and the custodian, or upon request made to the depositary (which request may be refused by the depositary at its discretion), the
deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by
the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.
Additionally, if we make any written communications generally available to holders of our ordinary shares, and we furnish copies thereof (or
English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.
Fees and Expenses
What fees and expenses will I be responsible for paying? The depositary may charge each person to whom ADSs are issued, including,
without limitation, issuances against deposits of ordinary shares, issuances in respect of share distributions, rights and other distributions,
issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other
transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or
whose ADRs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced,
cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in
respect of a share distribution, rights and/or other distributions prior to such deposit to pay such charge.
The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party
surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split
declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:
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A fee of up to $0.05 per ADS upon which any cash distribution made pursuant to the deposit agreement;
An aggregate fee of $0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in
administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against
holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in
the manner described in the next succeeding provision);
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A fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents
(including, without limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance
with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the
servicing of the ordinary shares or other deposited securities, the sale of securities (including, without limitation, deposited
securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance
with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders
as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such
ADR holders or by deducting such charge from one or more cash dividends or other cash distributions);
A fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount
equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of
the deposit of such securities (treating all such securities as if they were ordinary shares) but which securities or the net cash
proceeds from the sale thereof are instead distributed by the depositary to those ADR holders entitled thereto;
Stock transfer or other taxes and other governmental charges;
SWIFT, cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or
delivery of shares, ADRs or deposited securities;
Transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with
the deposit or withdrawal of deposited securities;
Fees of any division, branch or affiliate of JPMorgan utilized to direct, manage and/or execute any public and/or private sale of
securities under the deposit agreement.
Foreign Exchange Related Matters. To facilitate the administration of various depositary receipt transactions, including disbursement of
dividends or other cash distributions and other corporate actions, the depositary may engage the foreign exchange desk within JPMorgan
and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (FX Transactions).
For certain currencies, FX Transactions are entered into with JPMorgan or an affiliate, as the case may be, acting in a principal capacity. For
other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or other third party local liquidity
provider), and neither the JPMorgan nor any of its affiliates is a party to such FX Transactions.
The foreign exchange rate applied to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third
party local liquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate
and spread, if any, apply to such currency on the “Disclosure” page (or successor page) of www.adr.com. Such applicable foreign exchange
rate and spread may (and neither the depositary, JPMorgan nor any of their affiliates is under any obligation to ensure that such rate does not)
differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates
and spreads at which JPMorgan or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of
the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may
include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, JPMorgan and its
affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of
such activities on us, the depositary, holders or beneficial owners. The spread applied does not reflect any gains or losses that may be earned
or incurred by JPMorgan and its affiliates as a result of risk management or other hedging related activity.
Notwithstanding the foregoing, to the extent we provide U.S. dollars to the depositary, neither JPMorgan nor any of its affiliates will execute
an FX Transaction as set forth herein. In such case, the depositary will distribute the U.S. dollars received from us.
We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements
from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us
and the depositary. The right of the depositary to receive payment of fees, charges and expenses as provided above shall survive the
termination of the deposit agreement.
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The depositary anticipates reimbursing us for certain expenses incurred by us that are related to the establishment and maintenance of the
ADR program upon such terms and conditions as we and the depositary may agree from time to time. The depositary may make available to
us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we
and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors
depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for
making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay
the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing
investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts
owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the
depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such
fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in
advance and/or when declared owing by the depositary.
Payment of Taxes
If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or
the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon,
such tax or other governmental charge shall be paid by the ADR holders to the depositary and by holding or having held an ADR or any
ADSs evidenced thereby, the holder and all beneficial owners thereof and all prior holders and beneficial owners holders thereof, jointly and
severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect of such tax or other governmental
charge. Each Holder of this ADR and beneficial owner of the ADSs evidenced thereby, and each prior holder and beneficial owner and
thereof (collectively, the Tax Indemnitors), by holding or having held an ADR or an interest in ADSs, acknowledges and agrees that the
depositary shall have the right to seek payment of amounts owing with respect to this ADR from any one or more Tax Indemnitor(s) as
determined by the depositary in its sole discretion, without any obligation to seek payment from any other Tax Indemnitor(s). If an ADR
holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any distributions, or (ii) sell
deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR
holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration,
registration of transfer, split-up or combination of ADRs or withdrawal of deposited securities until such payment is made. If any tax or
governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from
any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) in such
amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and shall distribute any remaining net
proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.
Notwithstanding the above, we will pay all stamp duties and other similar duties or taxes payable in the Cayman Islands, Singapore, the
United States of America and any other jurisdiction, on or in connection with the constitution and issue of the ADSs and the execution or
other event concerning the deposit agreement. If any legal proceedings are taken to enforce our obligations under the deposit agreement or
the ADSs and for the purpose of such proceedings any of them are required to be taken into or enforced in any jurisdiction and stamp duties
or other similar duties or taxes become payable in connection with such proceedings in such jurisdiction, the ADR holders will pay (or
reimburse the person making a valid payment of) all such stamp duties and other similar duties and taxes, including any penalties and
interest, unless otherwise ordered by a court of competent jurisdiction in such proceedings. The depositary may sell any deposited securities
and cancel ADSs with respect thereof in order to pay any such stamp duties or other similar duties or taxes owed under the deposit agreement
by ADR holders without the depositary being required to request payment thereof from the ADR holders.
Each holder and beneficial owner agrees to indemnify us, the depositary, its custodian and any of our or their respective officers, directors,
employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to
taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit
obtained, and such obligations of the holders and beneficial owners shall survive the transfer of ADSs, any surrender of ADSs and
withdrawal of deposited securities and any termination of the deposit agreement.
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Reclassifications, Recapitalizations and Mergers
If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or
other reclassification of deposited securities or (ii) any distributions of ordinary shares or other property not made to holders of ADRs or (iii)
any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our
assets, then the depositary may choose to, and shall if reasonably requested by us:
(1) Amend the form of ADR;
(2) Distribute additional or amended ADRs;
(3) Distribute cash, securities or other property it has received in connection with such actions;
(4) Sell by public or private sale any securities or property received; or
(5) None of the above.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the
deposited securities and each ADS will then represent a proportionate interest in such property.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders or
beneficial owners must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock
transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or that otherwise prejudices any substantial existing right of ADR holders or beneficial owners. Such
notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders a means to access the text of
such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such
amendment and to be bound by the deposit agreement as so amended. Any amendments or supplements which (i) are reasonably necessary
(as agreed by us and the depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs
or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be
borne by ADR holders, shall be deemed not to prejudice any substantial rights of ADR holders or beneficial owners. Notwithstanding the
foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or
supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement
the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement
may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair
your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable
law.
How may the deposit agreement be terminated?
The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination
the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the
depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be
provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of
such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be
provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 60th day after
our notice of removal was first provided to the depositary. Notwithstanding anything to the contrary in the deposit agreement without notice
to us, the depositary may terminate the deposit agreement without notice to us, but subject to giving 30 days’ notice to the ADR holders, if:
(i) we become bankrupt or insolvent, (ii) we effect (or will effect) a redemption of all or substantially all of the deposited securities, or a cash
or share distribution representing a return of all or substantially all of the value of the deposited securities, or (iii) there occurs a merger,
consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of
deposited securities.
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After termination, the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any
of its nominees shall thereafter be a holder. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is
a holder, the depositary shall (a) instruct its custodian to deliver all deposited securities to us along with a general stock power that refers to
the names set forth on the ADR Register and (b) provide us with a copy of the ADR Register. Upon receipt of such deposited securities and
the ADR Register, we shall use our best efforts to issue to each holder a share certificate representing the shares represented by the ADSs
reflected on the ADR Register in such holder’s name and to deliver such share certificate to the holder at the address set forth on the ADR
Register. After providing such instruction to the custodian and delivering a copy of the ADR Register to us, the depositary and its agents shall
have no further obligations.
Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs. Prior to the issue,
registration, registration of transfer, split-up, combination, or withdrawal of any ADRs, or the delivery of any distribution in respect thereof,
and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:
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Payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or
registration fees in effect for the registration of transfers of ordinary shares or other deposited securities upon any applicable
register and (iii) any applicable fees and expenses described in the deposit agreement;
The production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such
other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial
ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and
terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and
Compliance with such regulations as the depositary may establish consistent with the deposit agreement.
The issuance of ADRs, the acceptance of deposits of ordinary shares, the registration, registration of transfer, split-up or combination of
ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for
deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares
may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our
transfer books or the deposit of ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the
payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the
withdrawal of deposited securities.
The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective directors, officers,
employees, agents and affiliates, provided, however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the
limitations of liabilities provisions of the deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any
such other party will be liable to holders or beneficial owners if:
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Any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, Singapore or any
other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated
quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act
of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions,
rebellions, explosions, computer failure or circumstance beyond our, the depositary’s or any such other party’s direct and
immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection
with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or such other
party (including, without limitation, voting);
By reason of any non-performance or delay, caused in the performance of any act or things which by the terms of the deposit
agreement it is provided shall or may be done or performed or it exercises or fails to exercise discretion under the deposit
agreement or the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or
reasonably practicable;
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It performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct and the
depositary shall not be a fiduciary or have any fiduciary duty to holders or beneficial owners; or
It takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel,
accountants, any person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by
it to be competent to give such advice or information, or in the case of the depositary only, from us.
We and the depositary and its agents may rely and shall be protected in acting upon any written notice, request, direction, instruction or
document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.
Neither we, the depositary nor our respective agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of any deposited securities or the ADRs which in its opinion may involve it in expense or liability, if indemnity satisfactory to it
against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its
agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit
agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such
information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations,
administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by,
or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for,
and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan.
Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and
shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any
holder has incurred liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial
services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in
accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary shall not have any liability for
the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be
responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any
such sale or proposed sale.
The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of the laws, rules
or regulations of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or
automated quotation system, or any changes therein or thereto.
Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder or beneficial owner of ADRs
to obtain the benefits of credits or refunds of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we
nor the depositary shall incur any liability for any tax or tax consequences that may be incurred by registered holders or beneficial owners on
account of their ownership of ADRs or ADSs.
Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for
the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel
in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability
for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the
deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or
for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or
resignation of the depositary.
142
Neither we, the depositary nor any of our respective directors, officers, employees, agents or affiliates, nor our company’s supervisors, shall
be liable to registered holders or beneficial owners for any indirect, special, punitive or consequential damages (including, without limitation,
legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity (including, without limitation, holders and
beneficial owners), whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in
ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or
proceeding against the depositary and/or us directly or indirectly arising out of or relating to the ordinary shares or other deposited securities,
the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort,
common law or any other theory).
The depositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADRs.
Disclosure of Interest in ADSs
To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other
ownership of, or interests in, deposited securities, other ordinary shares and other securities and may provide for blocking transfer, voting or
other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to
comply with any reasonable instructions we may provide in respect thereof.
Each ADR holder agrees to comply with requests from us pursuant to the laws, rules and regulations of the Cayman Islands, and Singapore,
as well as the rules and regulations of any stock exchange on which the ordinary shares may hereinafter be registered, traded or listed to
provide information, inter alia, as to the capacity in which such ADR holder owns ADRs (and ordinary shares as the case may be) and
regarding the identity of any other person interested in such ADRs and the nature of such interest.
Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which
register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such register at the depositary’s
office at all reasonable times, but for the purpose of communicating with other ADR holders in the interest of the business of our company or
a matter relating to the deposit agreement. Such register may be closed at any time or from time to time, when deemed expedient by the
depositary.
The depositary will maintain facilities for the delivery and receipt of ADRs.
Appointment
In the deposit agreement, each registered holder of ADRs and each beneficial owner, upon acceptance of any ADSs or ADRs (or any interest
in any of them) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:
•
•
Be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs,
Appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions
contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply
with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry
out the purposes of the deposit agreement and the applicable ADR or ADRs, the taking of such actions to be the conclusive
determinant of the necessity and appropriateness thereof, and
143
•
Acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture
among the parties thereto nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions,
branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about
us, holders, beneficial owners and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may
at any time have multiple banking relationships with us, holders, beneficial owners and/or the affiliates of any of them, (iv) the
depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse
to us or the holders or beneficial owners may have interests, (v) nothing contained in the deposit agreement or any ADR(s)
shall (A) preclude the depositary or any of its divisions, branches or affiliates from engaging in such transactions or
establishing or maintaining such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to
disclose such transactions or relationships or to account for any profit made or payment received in such transactions or
relationships, (vi) the depositary shall not be deemed to have knowledge of any information held by any branch, division or
affiliate of the depositary and (vii) notice to a holder shall be deemed, for all purposes of the deposit agreement, to constitute
notice to any and all beneficial owners of the ADSs evidenced by such holder’s ADRs.
Governing Law, Submission to Jurisdiction and Arbitration
The deposit agreement, the ADSs and the ADRs are governed by and construed in accordance with the laws of the State of New York
without giving effect to the application of the conflict of law principles thereof. In the deposit agreement, we have submitted to the
jurisdiction of the state and federal courts of the State of New York and appointed an agent for service of process on our behalf.
Notwithstanding the foregoing, subject to the terms described below, including the federal securities law carve-out set forth at the end of this
sentence, (i) the depositary may refer any such suit, action or proceedings to arbitration in accordance with the provisions of the deposit
agreement, and, upon such referral, any such suit, action or proceeding instituted by us shall be finally decided in such arbitration rather than
in such court, (ii) the depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding
directly or indirectly based on, arising out of or relating to the deposit agreement or the ADRs or the transactions contemplated thereby,
including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against any
other party or parties to the deposit agreement (including, without limitation, against ADR holders and beneficial owners), by having the
matter referred to and finally resolved by an arbitration conducted under the terms described below, and (iii) the depositary may in its sole
discretion require that any dispute, suit, action, controversy, claim, or proceeding of the type described in clause (ii) above, brought against
the depositary by any party or parties to the deposit agreement (including, without limitation, by ADR holders and beneficial owners ), shall
be referred to and finally settled by an arbitration conducted under the terms described below; provided however, that to the extent there are
specific federal securities law violation aspects to any disputes against us and/or the depositary brought by any ADR holder or beneficial
owner, the federal securities law violation aspects of such disputes brought by an ADR holder and/or beneficial owner against us and/or the
depositary may, at the option of such holder, remain in state or federal court in New York, New York and all other aspects, claims, disputes,
legal suits, actions and/or proceedings brought by such holder against us and/or the depositary, including those brought along with, or in
addition to, federal securities law violation claims, would be referred to arbitration in accordance with the provisions of the deposit
agreement. Any such arbitration shall be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of
the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International
Trade Law with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration
shall be English.
Notwithstanding the foregoing, any suit, action or proceeding based on the deposit agreement, the ADSs or the ADRs or the transactions
contemplated thereby may be instituted by the depositary in any competent court in the Cayman Islands, Singapore and/or the United States.
By holding an ADS or an interest therein, registered holders of ADRs and beneficial owners each irrevocably agree that subject to the
depositary’s rights, (i) any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit
agreement, the ADSs or the ADRs or the transactions contemplated herein, therein or hereby may only be instituted in a state or federal court
in New York, New York, and each irrevocably waives any objection which it may have to the laying of venue of any such proceeding, and
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
144
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
A.
Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Operating Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) as of December 31, 2023. Based on such
evaluation, our Chief Executive Officer and Chief Operating Officer have concluded that, as of December 31, 2023, our disclosure controls
and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Operating Officer, as appropriate to
allow timely decisions regarding required disclosure.
B. Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Our management has assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).
Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
C.
Attestation Report of the Registered Public Accounting Firm.
Our independent registered public accounting firm has issued an attestation report on management’s assessment of our internal control over
financial reporting (refer to the financial statements beginning on page F-4 of this Annual Report).
D.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred
during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
145
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert.
Our Audit Committee is comprised of three of our non-executive directors, Mr. Howden, Mr. Hoffman and Dr. Graham. The audit committee
consists exclusively of “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act and under the listing standards
of the Nasdaq Stock Market. Mr. Hoffman serves as chair of this committee. Our Board has determined that Mr. Hoffman is an “audit
committee financial expert” as defined in Item 16A of Form 20-F.
Item 16B. Code of Ethics.
We have adopted a code of business conduct and ethics (Code of Business Conduct and Ethics) that covers a broad range of matters including
the handling of conflicts of interest, compliance issues and other corporate policies. Our Code of Business Conduct and Ethics is applicable
to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions. We have posted a copy of our Code of Business Conduct and Ethics on our
website at ir.aslanpharma.com/corporate-governance/highlights. We undertake to provide a copy of this code without charge upon request.
Please direct all requests to contact@aslanpharma.com. We expect that any amendment to this code, or any waivers of its requirements, will
be disclosed on our website and approve by board of directors. Information contained on, or that can be accessed through, our website is not
incorporated by reference into this annual report. See “Item 6.C. Board Practices — Code of Business Conduct and Ethics” for more
information.
Item 16C. Principal Accountant Fees and Services.
The table below summarizes the fees that we paid for services provided by Deloitte & Touche LLP (PCAOB ID Number: 1046) and its
affiliated firms (Deloitte Entities) for the years ended December 31, 2022 and 2023. All audit and non-audit services provided by Deloitte &
Touche LLP were pre-approved by our audit committee paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, entitled “Audit Committee
Administration of the Engagement”.
Fee Category
Audit fees
Audit-related fees
Tax fees
All other fees
Total
Year Ended December 31,
2022
2023
(in thousands)
431 $
257
9
—
697 $
583
117
9
—
709
$
$
Audit Fees. This category includes the audit of our annual financial statements, review of quarterly financial statements and services that are
normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements
for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the
review of quarterly financial statements and statutory audits required by U.S. jurisdictions and non-U.S. jurisdictions and also public offering
service fees occurred in the fiscal year if applicable.
Audit-related fees. Audit-related fees included fees for comfort letter on our current and historical financial information included in our SEC
registration statements in connection with our supplementary public offering on the Nasdaq Capital Market.
Tax fees. Tax fees consisted of fees relating to tax compliance services and advice relating to the company’s assessment of its passive foreign
investment status.
The 2023 principal accountant fees included the service from Deloitte & Touche LLP.
146
All other fees.
Audit Committee Pre-Approval Policies and Procedures
Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services
performed by the independent auditors. All of the services related to our company provided by Deloitte & Touche LLP during the last fiscal
year have been approved by the audit committee.
Deloitte & Touche LLP Singapore (PCAOB ID Number: 1046) is a Singapore Registered Accounting firm with the Public Company
Accounting Oversight Board (PCAOB), and the firm’s audit services related to us are subject to PCAOB reviews.
Item 16D. Exemptions from the Listing Standards for Audit Committees.
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant.
Not applicable.
Item 16G. Corporate Governance.
We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of The Nasdaq Stock
Market LLC (Nasdaq), we comply with home country governance requirements and certain exemptions thereunder rather than complying
with Nasdaq corporate governance standards. While we voluntarily follow most Nasdaq corporate governance rules, we intend to take
advantage of the following exemptions afforded to foreign private issuers:
• We do not intend to follow Nasdaq Rule 5620, which requires that we hold an annual general meeting of shareholders and that we
provide notice thereof to Nasdaq. Such annual general meeting requirement is not required under Cayman Islands law nor our
Twelfth Amended and Restated Memorandum and Articles of Association, and instead our board of directors may convene an
annual general meeting of shareholders at its discretion.
• We do not intend to follow certain provisions of Nasdaq Rule 5635, which requires shareholder approval for certain issuances of
our securities, including: (a) issuances where the issued common stock will equal 20% or more of the number of shares of common
stock or voting power outstanding before the issuance, except if the issuance is (i) a public offering or (ii) at a price not less than the
greater of the book value, or the market value, of the stock; (b) issuances in connection with a stock option or purchase plan to be
established or materially amended to which stock may be acquired by officers, directors, employees, or consultants; and (c)
issuances in connection with the acquisition of the stock or assets of another company that, on issuance, will equal 20% or more of
the number of shares or voting power outstanding before such issuance. Such shareholder approval requirements are not required
under Cayman Islands law nor our Twelfth Amended and Restated Memorandum and Articles of Association, and instead our board
of directors may decide to proceed with issuances under (a), (b) or (c), in its sole discretion, or if our board of directors so chooses,
it may receive prior approval from our shareholders by ordinary resolution.
147
• We do not intend to follow Nasdaq Rule 5640, which requires that voting rights of existing shareholders of publicly traded
registered common stock cannot be disparately reduced or restricted through any corporate action or issuance. Such voting rights
are not required under Cayman Islands law nor our Twelfth Amended and Restated Memorandum and Articles of Association, and
instead we may issue shares with rights which are preferential to those of our currently issued ordinary shares, and the rights of such
preferred shares may include the order of, or restriction on, the voting rights of the holders thereof. Notwithstanding the foregoing,
our Twelfth Amended and Restated Memorandum and Articles of Association provide that the rights attached to any such class of
shares may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied or
abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of the relevant class, or with the
sanction of a resolution passed at a separate meeting of the holders of the shares of such class by a majority of two-thirds of the
votes cast at such a meeting. However, our Twelfth Amended and Restated Memorandum and Articles of Association further
provide that the rights conferred upon the holders of shares shall not, subject to any rights or restrictions for the time being attached
to the shares of that class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of
further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by us.
We intend to follow our home country practices in lieu of the foregoing requirements. Although we may rely on home country corporate
governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series, Rule 5250(b)(3), and Rule 5250(d), we must comply with
Nasdaq’s Notification of Noncompliance requirement (Rule 5625), and have an audit committee that satisfies Rule 5605(c)(3), consisting of
committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). Although we currently intend to comply with the
Nasdaq corporate governance rules applicable other than as noted above, we may in the future decide to use the foreign private issuer
exemption with respect to some or all the other Nasdaq corporate governance rules.
In addition, as a foreign private issuer, we take advantage of the following exemptions from SEC reporting obligations:
•
•
Exemption from filing quarterly reports on Form 10-Q or provide current reports on Form 8-K, disclosing significant events within
four days of their occurrence.
Exemption from Section 16 rules regarding sales of common shares by insiders, which will provide less data in this regard than
shareholders of U.S. companies that are subject to the Exchange Act.
Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate
governance requirements of Nasdaq and the domestic reporting requirements of the SEC. We may utilize these exemptions for as long as we
continue to qualify as a foreign private issuer.
Item 16H. Mine Safety Disclosure.
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Item 16J. Insider Trading Policies.
Not applicable.
Item 16K. Cybersecurity.
Risk management and strategy
We have implemented and maintain various information security processes designed to identify, assess and manage material risks from
cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our
critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, sensitive
information related to our clinical trials, and personal information of our employees (“Information Systems and Data”).
148
The Company’s Information Technology Manager (“IT Manager”), with assistance from legal and our third-party cybersecurity vendors,
helps identify, assess, and manage the Company’s cybersecurity threats and risks. Together, they identify and assess risks from cybersecurity
threats by monitoring and evaluating our threat environment using various methods including, for example, manual tools, analyzing reports
of certain threats and actors, conducting scans of certain threat environments, evaluating our and our industry’s risk profile, evaluating certain
threats reported to us, and conducting vulnerability assessments to identify certain vulnerabilities.
Depending on the environment and system, we implement and maintain various technical, physical, and organizational measures, processes,
standards, and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data,
including, for example, an incident response plan, incident detection and response tools, risk assessments, access controls, employee training,
and monitoring of certain systems.
Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management
processes. For example, cybersecurity risk is addressed as a component of the Company’s enterprise risk management program and we have
established a Cybersecurity Incident Management Team (CSI Team), responsible for evaluating material risks from cybersecurity threats
against our overall business objectives and reporting to the board of directors, which evaluates our overall enterprise risk.
We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats,
including, for example, professional services firms, including legal counsel and certain cybersecurity service providers. We use third-party
service providers to perform a variety of functions throughout our business. For example, our IT services are cloud-based and we have no on-
premises equipment. Therefore, we rely on third-party service providers such as cloud providers and hosting companies, as well as other
third-party service providers, such as contract research organizations and contract manufacturing organizations. We have processes in place
for choosing and assessing certain third-party service providers to manage cybersecurity risks associated with our use of these providers.
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors
under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including “If our information technology systems or those of third
parties upon which we rely, or our data are or were compromised, we could experience adverse consequences resulting from such
compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business
operations; reputational harm; loss of revenue or profits; and other adverse consequences.”
Governance
Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of
directors is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from
cybersecurity threats.
Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including
the Chief Executive Officer (“CEO”), General Counsel, Chief Operating Officer (“COO”) and IT Manager. The IT Manager, who reports to
the COO, is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall
risk management strategy, and communicating key priorities to relevant personnel. The COO is responsible for approving budgets, helping
prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
The board receives periodic reports from the COO concerning the Company’s significant cybersecurity threats and risks and the processes the
Company has implemented to address them. The board also has access to various reports, summaries or presentations related to cybersecurity
threats, risk and mitigation.
149
PART III
Item 17. Financial Statements
See pages F-1 through F-48 of this Annual Report on Form 20-F.
Item 18. Financial Statements
The financial statements are filed as part of this Annual Report beginning on page F-1.
Item 19. Exhibits
List all exhibits filed as part of the registration statement or annual report, including exhibits incorporated by reference.
150
EXHIBIT INDEX
Exhibit
Description
1.1
2.1
2.2
2.3
2.4
2.5
2.6*
2.7
2.8
2.9
2.10
2.11
2.12
4.1†
4.2†
4.3†
4.4†
4.5#
4.6#
Twelfth Amended and Restated Memorandum
and Articles of Association of the Registrant,
as currently in effect.
Form of Amended and Restated Deposit
Agreement.
Form of Amendment No. 1 to the Amended
and Restated Deposit Agreement.
Form of American Depositary Receipt
(included in Exhibit 2.2).
Warrant to Purchase Ordinary Shares.
Amendment No. 1 to Warrant to Purchase
Ordinary Shares.
Description Of Securities Registered Under
Section 12 of the Exchange Act.
Form of Pre-Funded Warrant.
Form of Tranche 1A Warrant.
Form of Tranche 1B Warrant.
Form of Tranche 2A Warrant.
Form of Tranche 2B Warrant.
Form of Purchase Warrant.
ASLAN Pharmaceuticals Limited 2014
Employee Share Option Scheme Plan.
ASLAN Pharmaceuticals Limited 2017
Employee Share Option Plan 1.
ASLAN Pharmaceuticals Pte. Ltd. 2017 SMT
Long Term Incentive Plan.
ASLAN Pharmaceuticals Limited 2020 Equity
Incentive Plan
License Agreement, dated January 3, 2018, by
and between ASLAN Pharmaceuticals Pte. Ltd.
and Array BioPharma Inc.
Amended Development and License
Agreement, dated December 21, 2015, by and
between ASLAN Pharmaceuticals Pte. Ltd. and
Almirall, S.A., as amended.
Incorporated by Reference
Schedule/
Form
File
Number
Exhibit
File
Date
6-K
001-38475
99.1
01/24/2024
F-6EF
333-248632
EX-99.A
09/04/2020
F-6 POS
333-224273
EX-99.A(2)
03/03/2023
F-6 POS
333-224273
EX-99.A(2)
03/03/2023
6-K
6-K
6-K
6-K
6-K
6-K
6-K
6-K
F-1
F-1
F-1
6-K
F-1
001-38475
001-38475
001-38475
001-38475
001-38475
001-38475
001-38475
001-38475
333-223920
4.1
4.1
99.2
99.3
99.4
99.5
99.6
4.1
10.1
07/14/2021
07/03/2023
02/24/2023
02/24/2023
02/24/2023
02/24/2023
02/24/2023
03/13/2024
03/26/2018
333-223920
10.2
03/26/2018
333-223920
10.3
03/26/2018
001-38475
4.1
12/10/2020
333-223920
10.4
03/26/2018
F-1
333-223920
10.5
03/26/2018
151
4.7
4.8
4.9
4.10†
4.11+
4.12+
4.13+
4.14+
4.15
4.16
Open Market Sale Agreement
9, 2020, as amended September 13, 2022, by
and among the Registrant and Jefferies LLC.
, dated October
SM
Amendment No. 1 to the Open Market Sale
AgreementSM, dated as of September 13,
2022, by and between the Company and
Jefferies LLC
Unit Purchase Agreement, dated February 24,
2023, by and among the Registrant and the
Purchasers named therein.
Form of Indemnity Agreement by and between
ASLAN Pharmaceuticals Limited and each
director and executive officer.
License Agreement, dated February 27, 2019,
by and between ASLAN Pharmaceuticals Pte.
Ltd. and BioGenetics Co., Ltd.
License Agreement, dated March 11, 2019, by
and between ASLAN Pharmaceuticals Pte. Ltd.
and BioGenetics Co., Ltd.
Deed of Amendment and Restatement, dated
May 31, 2019, by and between ASLAN
Pharmaceuticals Pte. Ltd. and CSL Limited.
Loan, Guaranty, and Security Agreement, dated
as of July 12, 2021, by and among ASLAN
Pharmaceuticals Limited, ASLAN
Pharmaceuticals (USA) Inc., ASLAN
Pharmaceuticals Pte. Ltd., K2 HealthVentures
LLC and Ankura Trust Company, LLC.
First Amendment to Loan, Guaranty and
Security Agreement, dated as of June 30, 2023,
by and among ASLAN Pharmaceuticals
Limited, ASLAN Pharmaceuticals (USA) Inc.,
ASLAN Pharmaceuticals Ptd. Ltd., and K2
HealthVentures LLC.
Second Amendment to Loan, Guaranty, and
Security Agreement, dated as of December 6,
2023, by and among ASLAN Pharmaceuticals
Limited, ASLAN Pharmaceuticals (USA) Inc.,
ASLAN Pharmaceuticals Pte. Ltd., K2
HealthVentures LLC and Ankura Trust
Company, LLC.
6-K
001-38475
99.5
10/09/2020
6-K
001-38475
99.1
09/13/2022
6-K
001-38475
99.1
02/24/2023
F-1/A
333-223920
10.9
04/16/2018
20-F
001-38475
4.10
04/29/2019
20-F
001-38475
4.11
04/29/2019
6-K
001-38475
10.1
06/17/2019
6-K
001-38475
10.1
07/14/2021
6-K
001-38475
10.1
07/03/2023
6-K
001-38475
4.1
12/08/2023
152
6-K
20-F
001-38475
10.1
03/13/2024
001-38475
8.1
03/24/2023
4.17*+
4.18*
4.19
8.1
12.1*
12.2*
13.1**
13.2**
15.1*
97.1*
Collaborative Development &
Commercialisation Agreement, dated June 22,
2023, by and among ASLAN Pharmaceuticals
Limited and Zenyaku Kogyo Co., Ltd.
First Amendment to Collaborative
Development & Commercialisation
Agreement, dated January 31, 2024, by and
among ASLAN Pharmaceuticals Limited and
Zenyaku Kogyo Co., Ltd.
Form of Securities Purchase Agreement, dated
March 12, 2024, by and between the Company
and the Purchaser.
Subsidiaries of the registrant.
Certification by the Principal Executive Officer
pursuant to Securities Exchange Act Rules 13a-
14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification by the Principal Financial Officer
pursuant to Securities Exchange Act Rules 13a-
14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification by the Principal Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Certification by the Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Consent of Independent Registered Public
Accounting Firm, Deloitte & Touche LLP
ASLAN Pharmaceuticals Limited Incentive
Compensation Recoupment Policy, adopted
March 13, 2024.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema
With Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded
within the Inline XBRL document)
* Filed herewith.
** Furnished herewith.
† Indicates a management contract or any compensatory plan, contract or arrangement.
# Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document.
+ Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to confidential treatment.
153
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.
SIGNATURES
Date: April 12, 2024
ASLAN PHARMACEUTICALS LIMITED
/s/ Carl Firth, Ph.D.
Carl Firth, Ph.D.
Chief Executive Officer
By:
154
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP
Consolidated Balance Sheets as of December 31, 2022 and 2023
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2021, 2022, and 2023
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2022, and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2022, and 2023
Notes to Consolidated Financial Statements for the Years Ended December 31, 2021, 2022, and 2023
F-1
F-2
F-6
F-7
F-8
F-9
F-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
ASLAN Pharmaceuticals Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ASLAN Pharmaceuticals Limited and its subsidiaries (the "Company") as
of December 31, 2022 and 2023, the related consolidated statements of comprehensive loss, changes in equity and cash flows, for each of the
three years in the period ended December 31, 2023, and the related notes (collectively, referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and
2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity
with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 12, 2024,
expressed an unqualified opinion on the Company's internal control over financial reporting.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 4c to the financial statements, the Company has an accumulated deficit due to recurring losses from operations, and management
expects that the Company will incur additional losses that raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 4c. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Going concern is also communicated as a critical audit matter below.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern — Refer to Note 4c to the Financial Statements (also see Going Concern explanatory paragraph above)
Critical Audit Matter Description
As described above and in Note 4c to the financial statements, the Company has an accumulated deficit and its activities have been funded
primarily through public and private offerings. Management expects that the Company will incur additional losses as it continues to focus its
resources on advancing the development of its therapeutic candidates that will result in continuing negative cash flows from operating
activities. The future operations of the Company is dependent on raising additional capital via equity or debt financing or receiving upfront
and milestone payments in connection with licensing deals which is subject to negotiation. These conditions and events raise substantial
doubt about the Company’s ability to continue as a going concern.
The principal considerations for our determination that performing procedures related to the Company’s ability to continue as a going
concern is a critical audit matter due to the estimation and execution uncertainty regarding the Company’s future cash flows and the risk of
bias in management’s judgements and assumptions in estimating these cash flows to conclude the Company would have sufficient liquidity to
fund its operations. This in turn led to a high degree of auditor subjectivity and judgement to evaluate the audit evidence supporting the going
concern conclusions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future cash flows included the following, among others:
•
•
•
•
•
We tested the effectiveness of controls over management’s forecasts including the review of the inputs and assumptions used in
these forecasts.
We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
We inquired of management and reviewed board minutes discussions regarding the planned mitigating actions to manage costs
and cash flows and assessed whether the mitigating actions were within the Company’s control.
We evaluated the reasonableness of the underlying data generated to prepare the forecast and determined whether there was
adequate support for the assumptions underlying the forecast.
We assessed the appropriateness of the Company’s going concern disclosures included in Note 4c to the financial statements.
/s/ Deloitte & Touche LLP
Singapore
April 12, 2024
We have served as the Company's auditor since 2021.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
ASLAN Pharmaceuticals Limited
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ASLAN Pharmaceuticals Limited and its subsidiaries (the “Company”) as of
December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework
(2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated April 12, 2024,
expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s ability to
continue as a going concern.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our
audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
F-4
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Singapore
April 12, 2024
F-5
ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND 2023
(In U.S. Dollars, other than shares or share data, or otherwise noted)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Other assets (Note 7)
Total current assets
NON-CURRENT ASSETS
$
Investments in equity instrument at fair value through other comprehensive income (Notes 9 and 22)
Investment in associate company (Note 11)
Property, plant and equipment, net
Right-of-use assets
Intangible assets
$
$
Total non-current assets
TOTAL ASSETS
LIABILITIES AND EQUITY/(CAPITAL DEFICIENCY)
CURRENT LIABILITIES
Trade payables (Note 12)
Other payables (Note 12)
Current borrowings (Notes 13 and 21)
Lease liabilities – current (Note 21)
Financial liabilities at fair value through profit or loss (Notes 8, 21 and 22)
Total current liabilities
NON-CURRENT LIABILITY
Long-term borrowings (Notes 13 and 21)
Total non-current liability
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY (Note 14)
Ordinary shares
Capital surplus
Accumulated deficit
Other reserves
Total equity attributable to stockholders of the Company
NON-CONTROLLING INTERESTS
Total equity/(Capital deficiency)
TOTAL LIABILITIES AND EQUITY/(CAPITAL DEFICIENCY)
$
The accompanying notes are an integral part of the consolidated financial statements.
F-6
2022
2023
56,902,077 $
3,976,350
60,878,427
—
8,587
43,140
249,601
5,836
307,164
61,185,591 $
12,784,485 $
2,325,038
7,748,831
215,671
90,213
23,164,238
29,656,133
29,656,133
52,820,371
63,019,962
223,910,955
(278,386,749 )
(178,948 )
8,365,220
—
8,365,220
61,185,591 $
21,252,058
2,877,934
24,129,992
235,567
—
29,268
229,982
1,716
496,533
24,626,525
7,918,607
3,081,329
1,800,387
226,187
88,394
13,114,904
24,798,552
24,798,552
37,913,456
63,931,993
243,791,693
(321,067,236 )
56,619
(13,286,931 )
—
(13,286,931 )
24,626,525
ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023
(In U.S. Dollars, other than shares or share data, or otherwise noted)
NET REVENUE (Note 24)
COST OF REVENUE
GROSS PROFIT
OPERATING EXPENSES
General and administrative expenses
Research and development expenses
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income (Note 16a)
Gain on dilution of subsidiary and recognition of associate
Other gains and losses (Note 16b)
Finance costs (Note 16c)
Total non-operating income and expenses
Share in losses of associate company, accounted for using equity method
(Note 10)
LOSS BEFORE INCOME TAX (Note 16)
INCOME TAX EXPENSES (Note 17)
NET LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss:
Unrealized gain on investments in equity instruments at fair value
through other comprehensive income
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
NET LOSS ATTRIBUTABLE TO
Stockholders of the Company
Non-controlling interests
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO
Stockholders of the Company
Non-controlling interests
LOSS PER ORDINARY SHARE (Note 18)
Basic and diluted
LOSS PER EQUIVALENT ADS (Note 18)
Basic and diluted
The accompanying notes are an integral part of the consolidated financial statements.
F-7
2021
2022
$
— $
—
—
$
—
—
—
2023
12,000,000
—
12,000,000
(11,825,131 )
(22,021,321 )
(33,846,452 )
(33,846,452 )
(9,881,993 )
(38,000,494 )
(47,882,487 )
(47,882,487 )
(13,240,218 )
(42,495,379 )
(55,735,597 )
(43,735,597 )
219
1,108,072
2,307,735
1,106,510
(1,860,954 )
2,661,582
354,457
386,138
—
(29,583 )
(3,675,689 )
(2,964,677 )
404,981
462,321
—
3,121,606
(4,331,661 )
(342,753 )
(405,712 )
(31,590,582 )
—
(31,590,582 )
(436,032 )
(51,283,196 )
(99,221 )
(51,382,417 )
(8,587 )
(44,086,937 )
(132,667 )
(44,219,604 )
—
—
$
(31,590,582 ) $
(51,382,417 ) $
235,567
(43,984,037 )
$
$
$
$
$
$
(31,321,618 ) $
(268,964 )
(31,590,582 ) $
(51,382,417 ) $
—
(51,382,417 ) $
(44,219,604 )
—
(44,219,604 )
(31,321,618 ) $
(268,964 )
(31,590,582 ) $
(51,382,417 ) $
—
(51,382,417 ) $
(43,984,037 )
—
(43,984,037 )
(0.10 ) $
(0.15 ) $
(2.40 ) $
(3.68 ) $
(0.11 )
(2.69 )
ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023
(In U.S. Dollars, other than shares or share data, or otherwise noted)
Ordinary Shares (Note
14)
Capital Surplus (Note 14)
Equity Attributable to Stockholders of the Company
Unrealiz
ed
Valuatio
n
(Loss)/G
ain
on
Equity
Instrume
nt at
Fair
Value
Through
Other
Compre
hensive
Income
(178,94
Accumul
ated
Deficit
(195,68
Number
of
Ordinary
Shares
209,675,
470
136,412,
540
Amount
Par
61,826,
237
1,167,3
71
$
$
Ordinary
Surplus
115,754
,741
100,388
,337
$
$
Share
Options
Reserve
6,406,7
91
$
$
Equity
Instrum
ents
Other
—
$
1,420,9
28
$
$
—
$
—
$
—
$
Non-
controlli
ng
Interests
Total
Equity/(C
apital
Deficiency
)
Total
123,582
,460
100,388
,337
(4,576,
$
2,714 ) $
8 ) $ 300,681
$
$
—
$
—
$
—
$
—
$
—
$
71 ) $
(4,576,6
—
(511,16
$
—
$
—
$
671 ) $
—
$
—
$
—
$
590,000
$
5,900
$ 726,976
$
6 ) $
—
$
—
$ 215,810
$
—
$
—
$
—
$ 221,710
—
2,045,35
5
$
—
$
—
$
2,428,1
28
$
—
$
—
$
2,428,1
28
$
—
$
—
$
—
$
2,428,12
8
$ 20,454
$ 805,346
$
—
$
—
$
—
$ 805,346
$
—
$
—
$
—
$ 825,800
—
(268,96
$
4 ) $
(268,96
4 ) $
—
$
—
$
—
$
—
$
—
$
—
(1,376,
$
—
(1,376,
$
—
$
—
$ (31,717 ) $ (31,717 )
—
$
—
$
—
$
—
$
—
$
349 ) $
349 )
—
(31,321
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
,618 ) $
—
$
—
348,723,
365
348,723,
365
$
$
$
—
63,019,
962
63,019,
962
$
$
$
—
213,098
,729
213,098
,729
$
$
$
—
8,323,7
53
8,323,7
53
$
$
$
—
$
—
$
—
$ 44,579
$
—
$ 44,579
$
—
221,467
,061
221,467
,061
(31,321
$
$
,618 ) $
(227,00
4,332 ) $
—
(178,94
$
8 ) $
—
$
(227,00
(178,94
$
4,332 ) $
8 ) $
—
$
—
$
—
$
—
$
2,443,8
94
$
—
$
—
$
2,443,8
94
$
—
(51,382
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
,417 ) $
—
$
—
$
—
348,723,
365
348,723,
365
91,203,1
15
$
$
$
—
63,019,
962
63,019,
962
$
$
$
$ 912,031
$
—
213,098
,729
213,098
,729
6,769,2
81
$
$
$
$
—
10,767,
647
10,767,
647
$
$
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$ 44,579
$
—
$ 44,579
$
—
8,262,6
98
3,712,4
02
(1,539,1
$
$
$
—
$
—
$
—
$
—
223,910
,955
223,910
,955
6,769,2
81
8,262,6
98
3,712,4
02
(1,539,
$
$
$
(51,382
$
$
,417 ) $
(278,38
6,749 ) $
—
(178,94
$
—
$
8 ) $
—
$
(278,38
(178,94
$
6,749 ) $
8 ) $
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
1,539,1
17
$
$
—
$
—
$
—
$
—
$
17 ) $
—
$
117 ) $
—
$
—
$
—
—
$
—
$ (93,805 ) $
—
$
—
$
—
$ (93,805 ) $
—
$
—
$
—
$ (93,805 )
—
$
—
$
—
$
2,769,2
79
$
—
$
—
$
2,769,2
79
$
—
(44,219
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
,604 ) $
—
$
—
$
2,769,27
9
(44,219,
604 )
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$ 235,567
$
—
$ 235,567
—
439,926,
480
$
$
—
63,931,
993
$
$
—
219,774
,205
$
$
—
13,536,
926
$
$
—
10,435,
983
$
—
$
$ 44,579
$
—
243,791
,693
$
$
,604 ) $ 235,567
$
—
$
(321,06
7,236 ) $ 56,619
$
—
$
(44,219
(43,984,
037 )
(13,286,
931 )
(10,152,
284 )
101,555,
708
(4,576,6
71 )
(1,376,3
49 )
(31,590,
582 )
(31,590,
582 )
57,303,7
43
57,303,7
43
2,443,89
4
(51,382,
417 )
(51,382,
417 )
8,365,22
0
8,365,22
0
7,681,31
2
8,262,69
8
3,712,40
2
BALANCE AT JANUARY 1,
2021
Issuance of new share capital
(Note 14)
Transaction costs attributable
to the issuance
of ordinary shares
Exercise of employee share
options (Note 19)
Recognition of employee
share options expense by the
Company (Note 19)
Warrants exercised (Note 14d)
Non-controlling interests
derecognized due to
dilution of subsidiary
Reclassification of capital
reserve to profit or loss
Net loss for the year ended
December 31, 2021
Total comprehensive loss for
the year ended
December 31, 2021
BALANCE AT DECEMBER
31, 2021
BALANCE AT JANUARY 1,
2022
Recognition of employee
share options expense by the
Company (Note 19)
Net loss for the year ended
December 31, 2022
Total comprehensive loss for
the year
ended December 31, 2022
BALANCE AT DECEMBER
31, 2022
BALANCE AT JANUARY 1,
2023
Issuance of new share capital
(Notes 14 and A)
Issuance of Pre-Funded
Warrant (Notes 14 and A)
Issuance of Tranche Warrants
(Notes 14 and A)
Expiry of Tranche Warrants
(Notes 14 and A)
Transaction costs attributable
to the issuance
of ordinary shares (Note A)
Recognition of employee
share options expense by the
Company (Note 19)
Net loss for the year ended
December 31, 2023
Other comprehensive gain for
the year ended December 31,
2023, net of income tax
Total comprehensive loss for
the year
ended December 31, 2023
BALANCE AT DECEMBER
31, 2023
The accompanying notes are an integral part of the consolidated financial statements.
Note A: A total of $23,027,787 net proceeds was raised which comprised of $19,994,760 from a private placement (Note 14a) and $3,033,027 from an
ATM offering (Note 14c) of which an amount of $3,465,180 was recorded as financial liabilities measured at fair value through profit or loss as at the
inception date relating to Tranche 1B & 2B warrants (Note 14a). Included within the private placement is Tranche 1A Warrant of $1,539,897 which lapsed
during the year and has been subsequently reclassified from equity instruments to accumulated deficit (Note 14a).
F-8
ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023
(In U.S. Dollars, other than shares or share data, or otherwise noted)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Net gain on fair value changes of financial assets and liabilities at fair value
through profit or loss
Finance costs
Interest income
Interest income from money market fund
Gain on dilution of subsidiary and recognition of associate
Share of loss of associates accounted for using equity method
Compensation costs recognized of share-based payment transactions and long-term
incentive plan
Gain on disposal of property, plant and equipment
Unrealized (gain)/loss on foreign exchange, net
Gain on lease termination
Interest accretion income on short-term investment, net of management fee
Others
Changes in operating assets and liabilities
(Increase) Decrease in other assets
Increase (Decrease) in trade payables
(Decrease) Increase in other payables
Decrease in other current labilities
Cash used in operations
Interest received
Interest paid
Income tax paid
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Decrease in refundable deposits
Interest income from money market fund
Purchase of short-term investments
Proceeds from maturities of short-term investments
Net cash (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayment on long-term borrowings
Repayment of the principal portion of lease liabilities
Repayment of the interest portion of lease liabilities
Proceeds from exercise of employee share options
Proceeds from new shares capital
Issuance of Pre-Funded Warrants and Tranche Warrants classified as equity instruments
Issuance of Tranche Warrants classified as financial liabilities
Payments for transaction costs attributable to the issuance of ordinary shares
Net cash from financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$
The accompanying notes are an integral part of the consolidated financial statements.
F-9
2021
2022
2023
$
(31,590,582 ) $
(51,283,196 ) $
(44,086,937 )
279,660
2,564
(488,255 )
1,860,954
(219 )
—
(2,307,735 )
405,712
2,193,367
—
(230,619 )
—
—
—
(2,490,143 )
797,228
(2,157,966 )
(269,735 )
(33,995,769 )
219
—
—
(33,995,550 )
(36,448 )
—
(12,360 )
20,653
—
—
—
(28,155 )
20,000,000
(7,784,087 )
(353,649 )
(21,510 )
1,047,510
101,555,708
—
—
(4,576,671 )
109,867,301
75,843,596
14,324,371
90,167,967
$
327,632
4,120
(133,139 )
3,675,689
(1,312 )
(353,145 )
—
436,032
1,976,760
(1,172 )
88,866
(14,115 )
(87,493 )
50,109
(357,724 )
9,667,699
41,545
—
(35,962,844 )
1,312
(2,338,715 )
(105,000 )
(38,405,247 )
(27,111 )
1,172
—
—
353,145
(16,512,507 )
16,600,000
414,699
5,000,000
—
(262,798 )
(12,544 )
—
—
—
—
—
4,724,658
(33,265,890 )
90,167,967
56,902,077
$
344,378
4,120
(3,466,999 )
4,331,661
(125,825 )
(279,156 )
—
8,587
2,703,200
(148 )
198,842
—
—
—
1,097,877
(4,865,880 )
816,241
—
(43,320,039 )
125,825
(3,318,576 )
(126,208 )
(46,638,998 )
(10,781 )
148
—
—
279,156
—
—
268,523
—
(12,000,000 )
(296,920 )
(10,411 )
—
7,681,312
11,975,100
3,465,180
(93,805 )
10,720,456
(35,650,019 )
56,902,077
21,252,058
ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023
(In U.S. Dollars, other than shares or share data, or otherwise noted)
1. NATURE OF OPERATIONS
ASLAN Pharmaceuticals Limited (“ASLAN Cayman”) was incorporated in the Cayman Islands in June 2014 and is the listing vehicle
for the listing on the Nasdaq Global Market sponsored with its issuance of American Depositary Shares (“ADSs”) in the United States.
ASLAN Cayman and its subsidiaries (collectively referred to as the “Company”) is a clinical-stage immunology focused
biopharmaceutical company developing innovative treatments to transform the lives of patients.
The Company’s portfolio is led by eblasakimab (also known as ASLAN004), a potential first-in-class human monoclonal antibody that
binds to the IL-13 receptor, blocking signaling of two pro-inflammatory cytokines, IL-4 and IL-13 which are central to triggering
symptoms of atopic dermatitis, such as redness and itching of the skin.
ASLAN Pharmaceuticals Pte. Ltd. was incorporated in Singapore in April 2010 and ASLAN Cayman was incorporated in Cayman
Islands in June 2014 as the listing vehicle. The Company’s ADSs have been listed on the Nasdaq Global Market or the Nasdaq Capital
Market since May 2018.
On September 14, 2022, ASLAN Cayman submitted to the Listing Qualifications Department of Nasdaq an application to transfer the
listing of its American Depositary Shares ("ADSs") representing ordinary shares of the Company from the Nasdaq Global Market to the
Nasdaq Capital Market. On September 27, 2022, the Company received notice from Nasdaq that its application to transfer listing of its
ADSs had been approved. The transfer was effective at the opening of business on September 29, 2022. The Company continues to
trade under the symbol "ASLN".
The Company has financed its operations to date primarily through the issuance of common shares or ADSs. The Company has incurred
net losses since inception. Please refer to Notes 14 and 25(c) for details of the Company’s fund-raising activities.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on April 12, 2024.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a.
In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued (IFRS Accounting
Standards) by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that
begins on or after January 1, 2023. Their adoption has not had any material impact on the disclosure or on the amounts reported in
these financial statements.
The application of the Amendments to IAS 1 and IFRS Accounting Standard Practice Statement 2 Disclosure of accounting
policies, Amendment to IAS 8 Definition of accounting estimates, IFRS 17 Insurance Contracts and Amendment to IAS 12
Deferred tax related to assets and liabilities arising from a single transaction and International Tax Reform - Pillar Two Model
Rules has had no material impact on disclosures or amounts in the Company’s consolidated financial statements.
F-10
b. New and revised IFRS Accounting Standards issued but not yet effective
At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS
Accounting Standards that have been issued but are not yet effective:
New IFRS Accounting Standards
IFRS 10 and IAS 28 (amendments)
Description
Sale or Contribution of Assets between an Investor and its Associate or
Amendments to IAS 1
Amendments to IAS 1
Amendments to IAS 7 and IFRS 7
Amendments to IAS 21
Amendments to IFRS 16
Joint Venture
Classification of Liabilities as Current or Non-current
Non-current Liabilities with Covenants
Supplier Finance Agreement
Lack of Exchangeability
Lease Liability in a Sale and Leaseback
The Company anticipates that the application of these amendments may have an impact on the consolidated financial statements in
future periods and is in the process of assessing the potential impact of these amendments.
4.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
a.
Statement of compliance
The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These
policies have been consistently applied to all the periods presented, unless otherwise stated. The accompanying consolidated
financial statements have been prepared in conformity with IFRS Accounting Standards issued by the IASB.
b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and long-term
incentive plan payable arising from cash-settled share-based payment arrangements which are measured at fair value.
c. Going concern
Through December 31, 2023, the Company has an accumulated deficit of $321 million arising from recurring losses from
operations and negative cash flows from operating activities. The Company’s activities have been funded primarily through public
and private offerings. As the Company is in the clinical research and development phase, it will be seeking future funding based on
the requirements of our business operations. The Company intends to continue to explore various means of fundraising to meet our
funding requirements to carry out our business operations, such as offerings of ADSs via its at the market offering sales agreement,
follow-on offerings of ADSs, venture debt and shareholder loans. It may also use other means of financing such as out-licensing,
which is subject to negotiation, to generate revenue and cash. The Company has the ability to exercise discretion and flexibility to
deploy our capital resources used in research and development activities according to the amount and timing of the financing
activities. In March 2024, the Company raised additional funds of $5.0 million in gross proceeds pursuant to the Securities
Purchase Agreement. See Note 25 c) for details.
F-11
The Company will incur additional losses as it continues to focus its resources on advancing the development of its therapeutic
candidates that will result in negative cash flows from operating activities. The Company’s current cash resources are not sufficient
to complete the research and development activities of all of its therapeutic candidates in the absence of any additional funding.
Management believes that there is presently insufficient funding available to allow the Company to fund its activities for a period
exceeding one year and meet its obligations as they become due within one year from the date of this filing. In the absence of
additional funding, these conditions and events indicate that there is substantial doubt about the Company’s ability to continue as a
going concern.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
d. Basis of consolidation
The consolidated financial statements include the financial statements of ASLAN Cayman and entities controlled by ASLAN
Cayman (its subsidiaries).
The consolidated financial statements incorporate the financial statements of ASLAN Cayman and entities controlled by ASLAN
Cayman (its subsidiaries) made up to December 31 each year. Control is achieved when the Company:
•
•
•
Has the power over the investee;
Is exposed, or has rights, to variable returns from its involvement with the investee; and
Has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it
considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant
activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient to give it power, including:
•
•
•
•
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
Potential voting rights held by the Company, other vote holders or other parties;
Rights arising from other contractual arrangements; and
Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the
relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or
loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with
those used by the Company.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the
Company are eliminated on consolidation.
F-12
Non-controlling interests in subsidiaries are identified separately from the Company’s equity therein. Those interests of non-
controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon
liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the
acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling
interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.
Profit or loss and each component of other comprehensive income are attributed to the stockholders of the Company and to the non-
controlling interests. Total comprehensive income of the subsidiaries is attributed to the stockholders of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries
are accounted for as equity transactions. The carrying amounts of the interests of the Company and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-
controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and
attributed to stockholders of the Company.
When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the
difference between
(i)
the aggregate of the fair value of the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling
interests.
All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the
Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to
another category of equity as required/permitted by applicable IFRS Accounting Standards). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under IFRS 9 when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
Associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not
control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial
statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is
accounted for in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.
Under the equity method, an investment in an associate is initially recognized in the consolidated balance sheet at cost and adjusted
thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. When the
Company’s share of losses of an associate exceeds the Company’s interest in that associate (which includes any long-term interests
that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of
further losses.
Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made
payments on behalf of the associate.
F-13
An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate.
On acquisition of the investment in an associate, any excess of the cost of the investment over the Company’s share of the net fair
value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying
amount of the investment. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the
cost of the investment, after reassessment, is recognized immediately in profit or loss in the period in which the investment is
acquired.
The requirements of IAS 36 Impairment of Assets are applied to determine whether it is necessary to recognize any impairment loss
with respect to the Company’s investment in an associate. When necessary, the entire carrying amount of the investment (including
goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of
value in use and fair value less costs of disposal) with its carrying amount, any impairment loss recognized forms part of the
carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that
the recoverable amount of the investment subsequently increases.
e.
Foreign currencies
Both the functional currency and presentation currency of the Company is the U.S. dollar.
Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the
functional currencies at the prevailing rates of exchange at the end of the reporting period. Nonmonetary assets and liabilities are
remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the
applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange
prevailing at the dates of the transactions. Exchange differences are recognized in “other gains and losses, net” in the consolidated
statement of comprehensive loss.
f.
Impairment of tangible and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets in order to
determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the
recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. When it is not possible to
estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit
to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available are not subject to amortization but are tested
annually for impairment or more frequently if there are indicators of impairment. In respect of the impairment indicators, the
Company considers both internal and external sources of information to determine whether an asset may be impaired, which may
include the significant underperformance of the business in relation to expectations, significant negative industry or economic
trends, and significant changes or planned changes with adverse effects in the use of the assets, as well as the internal reporting
which indicates the economic performance of an asset is worse than expected. If any such indicators exist, the Company will
estimate the recoverable amount of such indefinite-lived intangible asset and compare it with its carrying amount.
The recoverable amount is the higher of fair value less costs of disposal and value in use. If the recoverable amount of an asset or
cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is
reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is
increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been
determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment
loss is recognized in profit or loss.
F-14
g. Research and development expenses
Elements of research and development expenses primarily include:
1) Payroll and other related costs of personnel engaged in research and development activities;
2) Costs related to preclinical testing of the Company’s technologies under development and clinical trials, such as
payments to contract research organizations (“CROs”), investigators and clinical trial sites that conduct the
Company’s clinical studies;
3) Costs to develop the product candidates, including raw materials, supplies and product testing related expenses; and
4) Other research and development expenses.
Research and development expenses are expensed as incurred when these expenditures relate to the Company’s research and
development services and have no alternative future uses. The conditions enabling the capitalization of development costs as an
asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred.
h. Financial instruments
Financial assets and financial liabilities are recognized when a Company becomes a party to the contractual provisions of the
instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit or loss (i.e., FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities
at FVTPL are recognized immediately in profit or loss.
1) Financial asset
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost
and equity instruments at fair value through other comprehensive income (i.e., FVOCI).
i.
Financial assets at FVTPL
Money market funds are classified as FVTPL as they do not meet the conditions to be classified as amortized cost or
FVOCI.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement
recognized in other gains or losses.
ii.
Financial assets at amortized cost
A financial asset shall be measured at amortized cost if both of the following conditions are met:
i)
The financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
F-15
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
For the financial assets measured at amortized cost (including cash and cash equivalents and refundable deposits), the
Company applies the effective interest method to the gross carrying amount at amortized cost less any impairment
from initial recognition. Any foreign exchange gains and losses are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial
asset. Short-term investments have been purchased during the year and have matured before the end of the year. These
have been assessed to be financial assets held at amortized cost. Interest accretion income on short-term investment is
recognized in profit or loss and as part of "Other Income" line item.
Cash equivalents include time deposits and money markets funds, which are highly liquid, readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for
the purpose of meeting short-term cash commitments.
iii.
Investments in equity instruments at FVOCI
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments
as at FVOCI. Designation as at FVOCI is not permitted if the equity investment is held for trading or if it is contingent
consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVOCI are subsequently measured at fair value with gains and losses arising
from changes in fair value recognized in other comprehensive income and accumulated in other equity. The
cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will
be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to
receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the
investment.
Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:
•
•
•
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs).
b)
Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost.
For financial instruments, the Company recognizes lifetime expected credit losses (i.e., ECLs) when there has been a
significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has
not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument
at an amount equal to 12-month ECLs.
F-16
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the
weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected
to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding
adjustment to their carrying amount through a loss allowance account.
c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment
in an equity instrument at FVOCI, the cumulative gain or loss previously accumulated in the investments revaluation
reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the
group has elected on initial recognition to measure at FVOCI, the cumulative gain or loss previously accumulated in the
investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.
2) Equity instruments
Debt and equity instruments issued by the Company entity are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Company entity are recognized at the proceeds received, net of direct issue costs. Expired
equity instruments will be reclassified to accumulated deficit.
No gain or loss is recognized in profit or loss on the issuance of the Company’s own equity instruments.
3) Financial liabilities
a) Subsequent measurement
Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method:
1) Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when such financial liabilities are either held for trading or are designated
as at FVTPL.
Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are
recognized in other gains or losses.
Fair value is determined in the manner described in Note 22.
F-17
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid and payable,
including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
When the Company exchanges with the existing lender one debt instrument into another one with substantially different
terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new
financial liability. Similarly, the Company accounts for substantial modification of terms of an existing liability or part of it
as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are
substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of
any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted
present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the
difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash
flows after modification is recognized in profit or loss as the modification gain or loss within other gains and losses.
4) Compound instruments
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and
equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument. A component part that will be settled by the exchange of a fixed amount of cash or another financial asset for a
fixed number of the Company’s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar
non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest
method until extinguished upon conversion or upon the instrument’s maturity date.
5) Derivative financial instruments
Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g.
financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and
characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL. The
derivatives are measured at FVTPL (Notes 13(b) and 14(a)).
i.
Share-based payment arrangements
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting
period, based on the Company’s estimate of the number of employee share options that will eventually vest, with a corresponding
increase in “capital surplus - share options reserve”. The fair value determined at the grant date of the employee share options is
recognized as an expense in full at the grant date when the share options granted vest immediately.
At the end of each reporting period, the Company revises its estimate of the number of employee share options expected to vest.
The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to the capital surplus.
F-18
The LTIPs qualify as cash-settled share-based payment transactions. For cash-settled share-based payments, the fair value of the
amount payable to beneficiaries in respect of bonus entitlement unit grants, which are settled in cash, is recognized as an expense
with a corresponding increase in liabilities, over the period during which the beneficiaries become unconditionally entitled to
payment. The amount is remeasured at each reporting date and at settlement based on the fair value of the bonus entitlement units.
Any changes in the liability are recognized in profit or loss.
Modification of the terms on which equity instruments were granted may have an effect on the expense that will be recorded. In
accordance with IFRS 2, modifications also apply to instruments modified after their vesting date. If the fair value of the new
instruments is more than the fair value of the old instruments (e.g., by reduction of the exercise price or issuance of additional
instruments), the incremental amount is recognized over the remaining vesting period in a manner similar to the original amount. If
the modification occurs after the vesting period, the incremental amount is recognized immediately. If the fair value of the new
instruments is less than the fair value of the old instruments, the original fair value of the equity instruments granted is expensed as
if the modification never occurred.
j.
Taxation
The provision for income tax recognized in profit or loss comprises current and deferred tax. Current tax is income tax paid and
payable for the current year based on the taxable profit of the year and any adjustments to tax payable (or receivable) in respect of
prior years. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in
the computation of taxable profit or loss. Deferred tax assets are recognized to the extent that it is probable that future taxable
profits will be available against which the temporary differences can be utilized. The carrying amount is reviewed at the end of each
reporting period on the same basis. Deferred tax is measured at the tax rates that are expected to apply in the period in which the
asset or liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
k. Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the out-licensing of experimental drugs that have
reached ‘proof of concept’ to business partners for ongoing global development and launch, in the ordinary course of the
Company’s activities. Revenue is presented, net of goods and services tax, rebates and discounts. See Note 15 for details of the
Company’s licensing agreements.
The Company recognizes revenue when it has completed the out-licensing of the experimental drug to business partners, and such
partners have accepted the products. Thus, the collectability of the related receivables is reasonably assured.
Typically the consideration received from out-licensing may take the form of upfront payments, option payments, milestone
payments, and royalty payments on licensed products. To determine revenue recognition for contracts with customers, the Company
performs the following five steps:
1)
Identify the contract with a customer;
2)
Identify the performance obligations in the contract;
3) Determine the transaction price;
4) Allocate the transaction price to the performance obligations in the contract; and
5) Recognize revenue when (or as) the Company satisfies the performance obligations.
F-19
At the inception of a contract, the Company assesses the goods or services promised within each contract to determine whether
each promised good or service is distinct and identify those that are performance obligations. The Company recognizes as revenue
the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance
obligation is satisfied.
Upfront License Fees
If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in
the arrangement, the Company will recognize revenues from non-refundable, upfront fees allocated to the license when the license
is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other
distinct performance obligations, the Company uses judgment to assess the nature of the combined performance obligation to
determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for
purposes of recognizing revenue. The Company evaluates the measure of progress at the end of each reporting period and, if
necessary, adjusts the measure of performance and related revenue recognition.
Milestone Payments
At the inception of each contract with customers that includes development or regulatory milestone payments (i.e., the variable
consideration), the Company includes some or all amount of variable consideration in the transaction price estimated only to the
extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized would not occur when
the uncertainty related to the variable consideration is subsequently resolved. Milestone payments that are contingent upon the
achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered highly
probable of being achieved until those approvals are received. Therefore, they are not included in the transaction price. At the end
of each reporting period, the Company evaluates the probability of achievement of such milestone payments and any related
constraints and, if necessary, adjusts the Company’s estimate of the overall transaction price.
Royalties
For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and for
which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later
of the following:
1) When the subsequent sales occur, or
2) When the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or
partially satisfied).
To date, the Company has not recognized any royalty revenue resulting from any of out-licensing arrangements.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In applying the Company’s accounting policies, which are described in Note 4, the directors are required to make judgements (other
than those involving estimations) that have a significant impact on the amounts recognized and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
F-20
Critical judgements and estimation in applying the Company’s accounting policies
Key Sources of Estimation Uncertainty
The below are the critical estimation, that the management have made in the process of applying the Company’s accounting policies and
that have the most significant effect on the amounts recognized in financial statements.
Fair value measurements and valuation processes
Some of the Company’s assets and liabilities are measured at fair value for financial reporting purposes. The Head of Finance is
responsible to determine the appropriate valuation techniques and inputs for fair value measurements. In estimating the fair value of an
asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the
Company engages third party qualified valuers to assist in performing the valuation. The senior management team reports to the board
of directors of the Company quarterly to explain the cause of fluctuations in the fair value of the assets and liabilities.
The valuations of the Company’s assets and liabilities that are measured at fair value are sensitive to changes in one or more
unobservable inputs which are considered reasonably possible within the next financial year. Further information on the carrying
amounts of these assets and the sensitivity of those amounts to changes in significant unobservable inputs are provided in Note 22.
Critical judgements in applying the Company’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are presented separately above), that the
management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the
amounts recognized in financial statements.
Zenyaku agreement (Note 15)
On June 22, 2023, the Company entered into a collaborative, development and commercialization agreement (the “Zenyaku
Agreement”) with Zenyaku Kogyo Co., Ltd (“Zenyaku”), which the Company granted Zenyaku the exclusive rights to develop and
commercialize eblasakimab in Japan for which a payment of $12 million was received.
Under the terms of the Zenyaku Agreement, the Company will have an option right to buy back the license granted to Zenyaku. The
Company has reviewed the buy-back option and determined that costs to buy-back the rights is not currently executable as there is
insufficient cash and it will require either a third party global partner or an acquisition by a third party, both of which are not within our
control. Accordingly, the contract is accounted for under IFRS 15. Please see note 15 for details of the Company’s material licensing
agreements.
6. CASH AND CASH EQUIVALENTS
Cash in hand
Cash in banks
Money market fund
December 31,
2022
December 31,
2023
$
$
256 $
26,456,482
30,445,339
56,902,077 $
648
21,251,410
—
21,252,058
Cash and cash equivalents consist of cash, short-term deposits and money market fund in prior year. In February 2022, the Company
engaged an asset management bank to obtain better returns on the Company’s cash pursuant to Company’s Investment Policy which is
designed to permit the Company to earn an attractive rate and return on its investments while limiting the risk, conserve capital and
maintain liquidity. On March 29, 2023, the Company gave notice of termination with the asset management bank and transferred all the
money market fund to cash in banks. Subsequently, this money market fund has been liquidated on November 22, 2023.
F-21
The Company classified all highly liquid investments with stated maturities of three months or less from date of purchase as cash
equivalents as they were subject to an insignificant risk of changes in value. The money market fund was highly liquid and invested in
quality short-term money market instruments and was readily convertible to a known amount of cash that was subject to an insignificant
risk of change. The Company discloses gains arising from such investments as cash flows arising from investing activities in the cash
flow statement consistently.
7. OTHER ASSETS
Other receivable
Prepayments
Refundable deposits
December 31,
2022
December 31,
2023
$
$
$
— $
2,942,936 $
1,033,414
3,976,350 $
171,441
1,681,465
1,025,028
2,877,934
The prepayments are the advanced funds paid to the Company’s contract research organizations (“CROs”) for commencement of the
Company’s clinical trials and related preparation work.
The refundable deposits are the receivables due from the Company’s CRO upon the project completion and office deposits refundable in
normal course of business. All refundable deposits are current as of December 31, 2022, and 2023.
8.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial liabilities at fair value through profit or loss (FVTPL)
Derivative financial liabilities – K2HV warrants
Derivative financial liabilities – Tranche 2B warrants
December 31,
2022
December 31,
2023
$
$
90,213 $
—
90,213 $
87,693
701
88,394
9.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Financial asset at fair value through other comprehensive income (FVOCI)
Investment in equity instruments at FVOCI - Foreign unlisted ordinary shares
December 31,
2022
December 31,
2023
$
— $
235,567
In July 2018, the Company acquired ordinary shares of DotBio Pte. Ltd., which were not held for trading. The management believes
that to recognize short-term fluctuations in the investments’ fair value in profit or loss would not be consistent with the Company’s
purpose of holding the investments. As a result, the Company elected to designate the investments in equity instruments as at FVOCI.
F-22
10. SUBSIDIARIES
Investor
Subsidiaries
ASLAN
Pharmaceuticals
Limited ("ASLAN
Cayman")
ASLAN
Pharmaceuticals
Pte. Ltd.
ASLAN
Pharmaceuticals
Pte. Ltd.
ASLAN
Pharmaceuticals
Pte. Ltd.
ASLAN
Pharmaceuticals
Hong Kong Limited
Investee
Nature of Activities
2022
2023
Proportion of
Ownership
(%)
December 31
ASLAN
Pharmaceuticals
Pte. Ltd.
ASLAN
Pharmaceuticals
(USA) Inc.
ASLAN
Pharmaceuticals
Australia Pty Ltd
ASLAN
Pharmaceuticals
Hong Kong Limited
ASLAN
Pharmaceuticals
(Shanghai) Co. Ltd.
New drug research
and development
New drug research
and development
New drug research
and development
New drug research
and development
New drug research
and development
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
11.
INVESTMENT IN ASSOCIATE COMPANY
As of December 31, 2022, and 2023 the Company's 35% equity holding in Jaguahr Therapeutics Pte. Ltd. was an investment in an
associate company and is accounted for using the equity method in the consolidated financial statements.
Summarized financial information of Jaguahr Therapeutics Pte. Ltd. is set out below. The summarized financial information below
represents amounts in associate company financial statements prepared in accordance with IFRS Accounting Standards.
Current asset
Current liabilities
Equity/(Capital deficiency)
December 31
2022
December 31
2023
$
$
54,906 $
(30,371 )
24,535 $
192,641
(543,278 )
(350,637 )
JAGUAHR's loss for the years ended December 31, 2022 and 2023 were $1,245,805 and $375,171 and net cash (outflow)/inflow from
operating activities were ($1,329,339) and $137,735 respectively. The Company share in losses of associate amount to $486,141 and
$8,587 for the years ended December 31, 2022 and December 31, 2023, and the balance of investment in associate company were
$8,587 and $0 as of December 31, 2022 and December 31, 2023, respectively.
12. TRADE AND OTHER PAYABLES
Trade payables
Trade payables are the amounts billed to the Company by the vendors and suppliers for goods delivered to or services consumed by the
Company in the ordinary course of business. As of December 31, 2022, and December 31, 2023, the carrying amounts of those trade
payables were $12,784,485 and $7,918,607, respectively and repayable on demand or within the normal credit terms.
F-23
Other payables
Payables for cash-settled long-term incentive plan (Note 19)
Payables for salaries and bonuses
Payables for professional fees
Others
Total other payables
Maturity analysis:
On demand or within 1 year
13. BORROWINGS
Unsecured borrowings at amortized cost
Loans from government (a)
Secured borrowings at amortized cost
Other long-term borrowings (b)
Total borrowings
Analyzed as:
Current and repayable on demand or within 1 year
Non-current and repayable more than 1 year
Total borrowings
a. Loans from government (unsecured)
December 31,
2022
December 31,
2023
$
$
$
234,448 $
1,375,627
560,578
154,385
2,325,038 $
46,699
1,748,901
1,098,536
187,193
3,081,329
2,325,038 $
3,081,329
December 31,
2022
December 31,
2023
$
11,855,579 $
12,496,831
$
$
$
$
$
25,549,385 $
14,102,108
37,404,964 $
26,598,939
7,748,831 $
29,656,133 $
37,404,964 $
1,800,387
24,798,552
26,598,939
On April 27, 2011, the Singapore Economic Development Board (EDB) awarded the Company a repayable grant (the “Grant”) not
exceeding SGD10 million (equivalent to $7,390,655 and $7,509,524 as at December 31, 2022 and 2023 respectively) to support the
Company’s drug development activities over a five-year qualifying period commencing February 24, 2011 (the “Project”). The
Project was successfully implemented, resulting in substantially the full amount of the Grant being disbursed to the Company.
In the event any of the Company’s clinical product candidates achieve commercial approval after Phase 3 clinical trials and
accompanied by a positive cash flow situation, the Company will be required to repay the funds disbursed to the Company under
the Grant plus interest of 6%. As at December 31, 2023 none of its clinical product candidates have commenced Phase 3.
As of December 31, 2022, and December 31, 2023, the amounts of funds disbursed to the Company plus accrued interest were
$11,855,579 and $12,496,831, respectively.
F-24
b. Other long-term borrowings (secured)
Loan and Security Agreement with K2 HealthVentures
On July 12, 2021, ASLAN Cayman and ASLAN Pharmaceuticals (USA) Inc. as borrowers entered into a Loan, Guaranty, and Security
Agreement (the K2HV Loan Agreement) with K2 HealthVentures LLC (K2HV) as administrative agent, and Ankura Trust Company,
LLC as collateral agent, pursuant to which K2HV agreed to provide a four-year facility for up to $45 million (the K2HV Facility). The
K2HV Facility consists of a $20 million initial term loan funded at closing, with the remaining $25 million available in tranches subject
to certain terms and conditions. Due to the K2 Warrant described below, the fair value of the first tranche loan on July 12, 2021, was
$19,311,676. The term loans bear interest at a floating rate equal to the greater of (i) the prime rate published by Wall Street Journal
plus 5.00% or (ii) 8.25% per annum, payable monthly. The Company paid the lenders a one-time $255,000 facility fee at closing and
will be obligated to pay for an additional facility fee equal to 0.85% of any term loans borrowed under the fourth tranche. In addition,
the Company is obligated to pay a final payment fee of 6.25% of the original principal amount of the term loans at the maturity date.
The Company may elect to prepay all, but not less than all, of the term loans prior to the term loan maturity date, subject to a
prepayment fee of up to 3.0% of the then outstanding principal balance. After repayment, no term loans may be borrowed again.
Borrowings under the K2HV Facility are secured with a pledge of the borrowers’ equity interests in subsidiaries and collateral over all
of the Company’s cash, goods and other personal property, with the exception of (i) under the K2HV Loan Agreement prior to
amendment, the Company’s own intellectual property assets, (ii) personal property to the extent that granting of security over any such
personal property would constitute a breach of or result in the termination of, or require any consent not obtained under, any license,
agreement, instrument or other document evidencing or giving rise to such property, or is otherwise prohibited by any requirement of
law, and (iii) the Company’s equity interests in Jaguahr Therapeutics Pte. Ltd. Such pledge and collateral may be enforced only if there
has been an event of default as stipulated in the K2HV Loan Agreement.
In connection with the closing of the K2HV Facility, the Company issued a warrant to purchase ordinary shares (the K2 Warrant) to
K2HV. The number of ordinary shares exercisable under the K2 Warrant equals (i) 2.95% of the aggregate term loan advances made to
the Company from time to time divided by (ii) the warrant price of $0.5257 per ordinary share (an equivalent to $13.1425 per ADS).
The K2 Warrant is exercisable until its expiration on July 12, 2031. The total proceeds attributed to the K2 Warrant was approximately
$688,324 based on the relative fair value as of the date of the drawdown. As the number of ADS to be issued under the cashless method
will continue to vary dependent on the share price of the Company, the K2 Warrants do not meet the equity classification and are
classified as financial liabilities at fair value through profit or loss.
In January 2022, the conditions to the second tranche having been satisfied, the Company drew down the second tranche of $5 million
in full and the funds were received in February 2022. As a result of the drawdown of the second tranche, the number of ordinary shares
exercisable under the K2 Warrant increased to 1,402,891 (an equivalent of 56,116 ADS), based on the 2.95% coverage of the total
drawdown facility $25 million, being the aggregate term loan advances at that date, divided by the warrant price of $0.5257 per ordinary
share (an equivalent to $13.1425 per ADS).
On June 30, 2023, the Company entered into a First Amendment to the K2HV Loan Agreement (Loan Amendment) with K2HV to,
among other things, extend the interest-only period under the K2HV Facility to November 1, 2023, February 1, 2024 or August 1, 2024,
dependent on the Company’s achievement of certain milestones. On the same day the K2 warrant price was reduced to $0.1447 per
ordinary shares (an equivalent of $3.6175 per ADS). As a result of the warrant price reduction, the number of ADS exercisable under
the K2 warrants increased to 203,870 ADS (an equivalent of 5,096,752 ordinary shares).
F-25
On December 6, 2023, the Company entered into an amendment (Second Amendment) of K2HV Loan Agreement pursuant to which
K2HV agreed to extend the period under the K2HV Facility in which the Company is not required to make payments with respect to the
outstanding principal amount (during which period interest payments continue to become due and payable in accordance with the terms
of the K2HV Loan Agreement).The period for the Company to make monthly principal repayments is from January 1, 2025 until July 1,
2025, seven months of repayment on the outstanding loan principal of $13 million. In addition, pursuant to the Second Amendment, (i)
the Company made a payment of $12.0 million to K2HV on December 2023 which has been applied to the outstanding principal under
the K2HV Loan Agreement (Prepayment), (ii) the lenders and the administrative agent waived a prepayment fee of 2.0% that otherwise
would have been required under the K2HV Loan Agreement with respect to the Prepayment, and (iii) the collateral was amended so that
K2HV received a lien on certain of the Company’s intellectual property, subject to customary exceptions. After giving effect to the
Prepayment, $13.0 million of principal will remain outstanding under the K2HV Loan Agreement.
As of December 31, 2023, the Company was in full compliance with the K2HV Loan Agreement and there have been no events of
default.
As of December 31, 2023, the fair value of the K2 Warrant was valued to $87,693 with the difference of $2,520 (Note 16(b)) being
recorded to the profit or loss. See Note 22 for more detail on assumptions used in the valuation of the K2 Warrant. As of December 31,
2023, K2HV had not exercised any warrants.
14. EQUITY
a. Ordinary shares
December 31,
December 31,
December 31,
Number of ordinary shares authorized *
Authorized par value per share
Number of ordinary shares issued and fully paid
Number of equivalent ADSs issued and fully paid
Amount of share capital par value issued and fully paid
Amount of share capital surplus issued and fully paid
500,000,000
US$ 0.01
348,723,365
13,948,935
63,019,962 $
213,098,729 $
$
$
Issuance of new ADS
a) Private Placement
2021
2022
500,000,000
US$ 0.01
348,723,365
13,948,935
63,019,962 $
213,098,729 $
2023
1,000,000,000
US$ 0.01
439,926,480
17,597,059
63,931,993
219,774,205
In February 2021, the Company sold 25,568,180 ordinary shares (an equivalent of 1,022,727 ADSs) in a private placement for net
proceeds of approximately $18.0 million pursuant to a securities purchase agreement the Company entered into with the purchasers in
the private placement (the Securities Purchase Agreement).
On February 24, 2023, the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”) with fund entities affiliated
with BVF Partners L.P. (collectively, “BVF”) and the other purchasers named therein (the “Purchasers”), pursuant to which the
Company agreed to sell to the Purchasers, in a private placement offering, an aggregate of 112,359,550 ordinary shares (an equivalent of
4,494,382 ADSs) , which includes (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase twenty-five ordinary shares
(represented by ADSs) at a purchase price of $0.178 per ordinary share (an equivalent of $4.45 per ADS) and (ii) $4.4475 per Pre-
Funded Warrant (or ADS), respectively, which represented a 15% premium to the ADSs’ ten-day volume-weighted average price
(“VWAP”) (the “Private Placement”). The Private Placement closed on February 27, 2023 and the Company received gross proceeds of
approximately $20.0 million. The Company has issued 59,957,865 ordinary shares (an equivalent of 2,398,315 ADSs) and an additional
52,401,685 ordinary shares (an equivalent of 2,096,067 ADSs) are issuable exercise of the Pre-Funded Warrants.
F-26
The Pre-Funded Warrants issued have no expiry date. As the Pre-Funded Warrants would be settled by exchange of a fixed number of
52,401,685 ordinary shares (an equivalent of 2,096,068 ADSs) for a fixed consideration of $5,240, the Pre-Funded Warrants were
recognized as equity instruments. The value of the Pre-Funded Warrants was approximately $8,262,698 based on the relative fair value
as of the Initial Exercise Date (February 27, 2023) using the binomial model.
As part of the Private Placement, the Purchasers also received two tranches of warrants exercisable in the aggregate for up to
11,061,823 ADSs (or Pre-Funded Warrants). The first tranche of warrants comprised of (i) 50% of warrants that were exercisable upon
issuance and until 60 days after the public announcement of the Company’s topline data from its TREK-AD Phase 2b clinical trial
investigating eblasakimab in atopic dermatitis (the “eblasakimab announcement”) at an exercise price of $6.50 per ADS (the “Tranche
1A Warrants”) and (ii) 50% of warrants that could only be exercised within 60 days after the eblasakimab announcement at an exercise
price based on the higher of $6.50 and a 50% discount to the ADS VWAP measured across a specified period after the eblasakimab
announcement (the “Tranche 1B Warrants”). The second tranche of warrants similarly comprised (i) 50% of warrants exercisable upon
issuance until 60 days after the public announcement of topline interim data from the Company’s planned Phase 2 proof of concept trial
investigating farudodstat (the “farudodstat announcement”) at an exercise price of $8.15 per ADS (the “Tranche 2A Warrants”) and (ii)
50% of warrants which can only be exercised within 60 days after the farudodstat announcement at an exercise price based on the
higher of $8.15 and a 50% discount to the ADS VWAP measured across a specified period after the farudodstat announcement (the
“Tranche 2B Warrants,” and together with the Tranche 1A Warrants, Tranche 1B Warrants and Tranche 2A Warrants, the “Tranche
Warrants”). The Tranche Warrants have a term of five years and include a mandatory exercise provision, subject to the satisfaction of
certain pre-specified conditions. If all Tranche Warrants are fully exercised, the Company will receive an additional $80.0 million in
gross proceeds.
If exercised, the Tranche 1A Warrants and the Tranche 2A Warrants would be settled by issuance of a fixed number of ADSs for a fixed
cash consideration upon exercise of the warrants. Hence both Tranche 1A Warrants and Tranche 2A Warrants were recognized as equity
instruments and the Tranche 1A Warrants and Tranche 2A Warrants were valued approximately at $1,539,117 and $2,173,285,
respectively, based on the relative fair values as of the Initial Exercise Date (February 27, 2023) using the binomial model. On
September 4, 2023, Tranche 1A Warrants and Tranche 1B Warrants lapsed. As a result Tranche 1A Warrants of $1,539,117 has been
reclassified from equity instruments to accumulated deficit.
The exercise price of the Tranche 1B Warrants and the Tranche 2B warrants is based on the higher of the indicated minimum exercise
price and a 50% discount to the ADS VWAP measured across a specified period after the public disclosure of the Company’s topline
data from the relevant clinical trial (the Phase 2B trial for eblasakimab in the case of Tranche 1B; and the Phase 2A trial for farudodstat
in the case of Tranche 1B). The variable exercise price does not meet the fixed-for-fixed criteria and hence the Tranche 1B Warrants and
Tranche 2B Warrants are recognized as financial liabilities. The Tranche 1B Warrants and Tranche 2B Warrants were valued at
approximately $1,539,897 and $1,925,283, respectively, based on the relative fair values as of the date of issue (February 27, 2023)
using the Monte Carlo model.
As of December 31, 2023, Tranche 1B warrants was valued at nil as it has lapsed and the fair value of the Tranche 2B Warrants was
revalued to $701. A fair value valuation gain of $3,464,479 was recognized in the year ended December 31, 2023, and was recorded
under other gains and losses. See Note 22 for more detail on assumptions used in the valuation of the Tranche 1B Warrants and Tranche
2B Warrants. As of December 31, 2023, BVF and the other Purchasers had not exercised any warrants.
* On January 24, 2024, the Company held an Extraordinary General Meeting of shareholders to increase authorized share capital. Please
refer to Note 25(a) for subsequent event details.
b) Underwritten public offering
In March 2021, the Company sold 86,250,000 ordinary shares (an equivalent of 3,450,000 ADSs) in an underwritten public offering for
net proceeds of $64.9 million after deducting underwriting discounts and commissions and offering expenses.
F-27
c) At the market ("ATM") sale agreement
On October 9, 2020, the Company entered into an Open Market Sale Agreement as amended on September 13, 2022 (the ATM Sale
Agreement) with Jefferies LLC, pursuant to which we may issue and sell ADSs from time to time, through at-the-market offerings
under which Jefferies LLC will act as sales agent and/or principal.
On August 6, 2021, the Company increased the ATM Sale Agreement, with Jefferies LLC whereby in accordance with the revised terms
of the ATM Sale Agreement, the Company may offer and sell ADSs having an aggregate offering value of up to $85 million from time
to time through Jefferies LLC, acting as sales agent. During the year ended December 31, 2021, the Company has raised net proceeds
approximately $14.1 million under ATM Sale Agreement by offering 24,594,360 ordinary shares (an equivalent of 983,774 ADSs).
During the year ended December 31, 2023, the Company had raised net proceeds of approximately $3.0 million under the ATM Sale
Agreement by offering 31,245,250 ordinary shares (an equivalent of 1,249,810 ADSs).
d) Warrants exercised
In 2019, the Company entered into a loan facility with certain existing stockholders/directors, affiliates or affiliate of another existing
stockholder, for an aggregate amount of $2.25 million (collectively, the October/November 2019 Loan Facility). In connection with the
October/November 2019 Loan Facility, the Company issued certain warrants (collectively referred to as the “Warrants”).
At the same time of the repayment in 2021, holders of Warrants amounting to $825,800 of the principal loan amount, exercised and
purchased 2,045,355 ordinary shares (representing 81,814 ADSs) at an exercise price of $10.10 per ADS. No more warrants are
outstanding under October/November 2019 Loan Facility.
b. Retained earnings and dividends policy
Under ASLAN Cayman’s Articles of Incorporation, ASLAN Cayman may declare dividends by ordinary resolution of ASLAN
Cayman’s board of directors, but no dividends shall exceed the amount recommended by the directors of ASLAN Cayman.
ASLAN Cayman may set aside out of the funds legally available for distribution, for equalizing dividends or for any other purpose to
which those funds may be properly applied, either employed in the business of ASLAN Cayman or invested in such investments as the
directors of ASLAN Cayman may from time to time think fit. There were no dividends distributed in years 2021, 2022 and 2023.
15. MATERIAL LICENSE AGREEMENTS
Almirall
In 2012, the Company originally entered into a global licensing agreement with Almirall to develop DHODH inhibitor, LAS186323,
which the Company refers to as farudodstat, for rheumatoid arthritis (excluding any topical formulation), without upfront payments.
Under the license agreement, the Company agreed to fund and develop farudodstat to the end of Phase 2 through a development
program.
The original license agreement was replaced by a new agreement, executed in December 2015 and amended in March 2018, granting an
exclusive, worldwide license to develop, manufacture and commercialize farudodstat products for all human diseases, excluding
topically-administered products embodying the compound for keratinocyte and hyperproliferative disorders, and the non-melanoma skin
cancers basal cell carcinoma, squamous cell carcinomas and Gorlin Syndrome. Under the license agreement, Almirall is eligible to
receive milestone payments and royalties based on the sales generated by the Company and/or sublicensees. As of December 31, 2023,
the Company did not accrue for the above contingent payments since the milestones have not yet been achieved.
F-28
CSL
The Company entered into a global license agreement with CSL Limited (“CSL”), in May 2014, to develop the anti-IL13 receptor
monoclonal antibody, CSL334 (which the Company refers to as eblasakimab) and antigen binding fragments thereof, for the treatment,
diagnosis or prevention of diseases or conditions in humans, without upfront payments. This license agreement was amended on May
31, 2019, pursuant to which the Company obtained an exclusive, worldwide license to certain intellectual property owned or licensed by
CSL, including patents and know-how, to develop, manufacture for clinical trials and commercialize eblasakimab for the treatment,
diagnosis or prevention of diseases or conditions in humans. The Company’s development under such agreement is currently focused on
the treatment of respiratory and inflammatory conditions, and in particular, atopic dermatitis.
Under the amended agreement, the Company is generally obligated to use diligent efforts to develop eblasakimab products in
accordance with the development plan, to obtain marketing approvals for eblasakimab products worldwide and to commercialize
eblasakimab products, either by itself or through sublicensees.
In consideration of the rights granted to the Company under the amended agreement, the Company will make a first payment of $30
million to CSL upon commencement of a Phase 3 clinical trial of eblasakimab. The Company will also be required to pay up to an
aggregate of $95 million to CSL if certain regulatory milestones are achieved, up to an aggregate of $655 million if certain sales
milestones are achieved and tiered royalties on net sales of eblasakimab products ranging between a mid-single digit percentage and
10%. The Company is also responsible for all payments to third-party licensors to CSL, to the extent such obligations relate to the
exploitation of the rights licensed under CSL’s agreement with those parties and sublicensed to the Company under the amended
agreement. As of December 31, 2023, the Phase 2b clinical trial investigating eblasakimab as a therapeutic antibody for moderate-to-
severe atopic dermatitis is still ongoing and the aforementioned milestones have not been met and hence no payment is required to be
made. For the years ended December 31, 2022 and 2023, the Company made milestone payments of $1 million and $0 respectively to
CSL in fulfilment of our obligation under the CSL agreement to be responsible for payment required to be made by CSL to third party
licensors of technology relating to exploitation of the rights subject to the CSL agreement.
Zenyaku Kogyo Co., ltd
On June 22, 2023 (the “Effective Date”), the Company entered into a development and commercialization agreement (the “Zenyaku
Agreement”) with Zenyaku Kogyo Co., Ltd. (“Zenyaku”) under which the Company granted Zenyaku the exclusive rights to develop
and commercialize eblasakimab in Japan. In return, the Company has received an unconditional right to consideration of $12 million in
cash. The Company is eligible to receive future milestone payments of up to $123.5 million, triggered upon achievement of certain
clinical, regulatory, and commercial milestones as well as tiered royalties on net sales in Japan. As of December 31, 2023, the $12
million cash payment had been received.
Zenyaku will be solely responsible for all costs related to clinical development and commercialization of eblasakimab in Japan. A joint
steering committee has been established between the Company and Zenyaku to oversee and coordinate the overall conduct of such
clinical development and commercialization. The Company intend to use the joint steering committee to help assess that the clinical
development of eblasakimab in Japan aligns with our overall global development and commercialization strategy and not to direct, nor
participate or contribute to such development in Japan.
Under the terms of the Zenyaku Agreement, the Company has an option right to buy back the license granted to Zenyaku. The price is
agreed to be equal to the aggregate of (i) all prior amounts paid by Zenyaku to the Company in cash under the agreement multiplied by a
factor of 3 if the option is exercised before enrollment of first patient in the Phase 3 study of eblasakimab in Japan or multiplied by a
factor of 4 if it is after the enrollment of the aforesaid first patient; and (ii) all accumulated development costs incurred and paid by
Zenyaku in connection with the development and commercialization of eblasakimab under the Zenyaku Agreement. In addition, the
Company undertake to use commercially reasonable efforts to procure for Zenyaku the right to succeed as Japan licensee for another
product of ASLAN’s successor which has been granted marketing approval in Japan, or to be granted co-marketing/promotion rights for
such product. If this not possible, despite such commercially reasonable efforts, tiered royalties will be payable to Zenyaku.
F-29
The Zenyaku Agreement will continue until the expiration of the royalty term in Japan unless earlier terminated by the parties. Either
party may terminate the Zenyaku Agreement for an uncured material breach or bankruptcy of the other party. Zenyaku may also
terminate the Zenyaku Agreement at will upon 90 days’ prior written notice.
Under the terms of the Zenyaku Agreement, the Company will have an option right to buy back the license granted to Zenyaku. The
Company has reviewed the buy-back option and determined that costs to buy-back the rights is not currently executable as there is
insufficient cash and it will require either a third party global partner or an acquisition by a third party, both of which are not within our
control. Accordingly, the contract is accounted for under IFRS 15.
The transaction price at the Effective Date of the Zenyaku Agreement was $12 million in cash upfront which was a non-refundable
payment. Developmental and regulatory milestones, and the payment for the manufacture and supply of eblasakimab drug product,
were not included in the transaction price or recognized as revenue as the Company determined that such revenue is contingent on
future events which it is possible may not occur.
Commercial milestones and sales royalties were also excluded and will be recognized when the milestones are achieved or the sales
occur in Japan. The performance obligations in the Zenyaku Agreement include the future grant of a license to commercialize
eblasakimab until the end of the term, the sharing of certain know how, the sharing of certain clinical and regulatory data, and
manufacture and supply of eblasakimab. The Company has determined that the manufacturing and supply was not at a discount and the
formulation was also provided to Zenyaku which will allow them to procure it from other sources apart from the Company.
The Company has determined that the license and the know how shared with Zenyaku constitutes functional intellectual property and
that revenue relating to this should be recognized at a point in time. Consequently, the Company has determined that it has fulfilled its
obligations to Zenyaku when it delivered the know how that will allow Zenyaku to file an investigational new drug application in Japan.
The Company delivered this know how in the year ended December 31, 2023, and the $12 million revenue was therefore recognized as
revenue in the year ended.
Revenue relating to the manufacture and supply obligations will be recognized when the drug product is delivered.
16. LOSS BEFORE INCOME TAX
a. Other income
ADS issuance contribution
Government grants for research and development expenditures
Government subsidies
Accretion income
Others
For the year ended December 31
2022
2021
1,076,189 $
$
—
31,112
—
771
$
1,108,072 $
— $
248,613
29,147
94,248
14,130
386,138 $
2023
386,908
73,724
—
—
1,689
462,321
ADS issuance contribution is other income received from J.P. Morgan Chase Bank N.A., the Custodian and the Depositary as part of the
conversion of ordinary shares to ADS due to the Taiwan delisting in 2020 and issuance of new ADS. As of December 31, 2021 and
2023, the Company recognized a total of $1,076,189 and $386,908 respectively as other income.
Government grants for research and development expenditures relates to a research and development grant of $248,613 and $73,724,
approved by the Australian Government during the years of 2022 and 2023 respectively, for research and development activities carried
out in Australia.
Government subsidies are reliefs from the Singapore government to support and encourage wage increases, raise employability of older
Singaporeans and to help employers retain local employees due to economic uncertainty caused by the COVID-19 pandemic.
F-30
b. Other gains and losses
Net foreign exchange (losses) gains
Gain on disposal of property, plant and equipment
Net gain on fair value changes of financial assets and
liabilities at fair value through profit or loss (Notes 13(b) and 14(a))
Others
c.
Finance costs
Interest on government loans
Interest on other long-term borrowing
Interest on loans from shareholders
Interest on loans from related parties
Interest on lease liabilities
Others
d. Depreciation and amortization
Right-of-use assets
Property, plant and equipment
Intangible assets
e. Employee benefits expense
Short-term benefits
Post-employment benefits
Share-based payments (Note 19)
Equity-settled
Cash-settled
Total employee benefits expense
Employee benefits expense by function
General and administrative expenses
Research and development expenses
F-31
For the year ended December 31
2022
2021
2023
$
512,450 $
—
594,046
14
$
1,106,510 $
(85,869 ) $
1,172
(332,725 )
148
133,139
(78,025 )
(29,583 ) $
3,466,999
(12,816 )
3,121,606
For the year ended December 31
2022
2021
2023
$
443,216 $
1,191,381
154,773
50,074
21,510
—
$
1,860,954 $
431,052 $
3,224,369
—
—
12,544
7,724
3,675,689 $
442,410
3,871,299
—
—
13,074
4,878
4,331,661
For the year ended December 31
2022
2021
2023
$
$
264,804 $
14,856
2,564
282,224 $
308,682 $
18,950
4,120
331,752 $
319,725
24,653
4,120
348,498
For the year ended December 31
2022
8,423,133 $
355,434
2021
6,940,900 $
257,128
2023
9,622,503
415,509
2,428,128
(234,761 )
9,391,395 $
2,443,894
(467,134 )
10,755,327 $
2,769,279
(66,079 )
12,741,212
5,718,646 $
3,672,749
9,391,395 $
5,643,217 $
5,112,110
10,755,327 $
7,148,068
5,593,144
12,741,212
$
$
$
$
17.
INCOME TAX EXPENSE
Income Tax recognized in Profit or Loss
The tax rate used for the 2023, 2022 and 2021 reconciliations below is the corporate tax rate of 17% payable by corporate entity in
Singapore on taxable loss under tax law in that jurisdiction where the Company’s main operation is at Singapore.
Current tax expenses
In respect of the current period
Adjustments for prior periods
Loss before income tax
Income tax benefits calculated at the statutory rate
Tax effect of income not taxable in determining taxable income
Non-deductible expenses in determining taxable income
Tax credits for research and development expenditures
Unrecognized loss carry forwards
Tax effect of share of results of associates and joint venture
Effect of different tax rates of group entities operating in other
jurisdictions
Adjustments for prior year' tax
Others
Income tax expenses recognized in profit or loss
For the year ended December 31
2022
2021
2023
$
$
$
$
$
— $
—
— $
79,379 $
19,842
99,221 $
113,251
19,416
132,667
2021
(31,590,582 ) $
(5,370,399 ) $
(870,151 )
648,651
(1,467,816 )
6,044,928
405,712
2022
(51,283,196 ) $
(8,718,143 ) $
19,769
361,600
(245,802 )
7,688,535
74,125
2023
(44,086,937 )
(7,494,779 )
83,729
549,230
(161,510 )
6,396,624
1,460
609,075
—
—
— $
917,106
19,842
(17,811 )
99,221 $
738,497
19,416
—
132,667
The accumulated deficits of the Company as of December 31, 2022, and December 31, 2023, were $279 million and $321 million,
respectively, among which the majority of the accumulated deficits arose from its main operating entity, ASLAN Pharmaceuticals Pte.
Ltd.
ASLAN Pharmaceuticals Pte. Ltd has accumulated unused tax losses of $238 million as of December 31, 2022, and $275 million as of
December 31, 2023 available for offset against future profits. Out of the unused tax losses, $77 million and $78 million relates to tax
credits for research and development expenditure as of December 31, 2022 and December 31, 2023 respectively. No deferred tax asset
has been recognized in respect of all the unused tax losses as it is not considered probable that there will be future taxable profits
available. Subject to qualifying conditions, the unused tax losses can be carried forward indefinitely.
a. Cayman Islands
ASLAN Cayman is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject
to tax on income or capital gains. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to
shareholders.
b. Singapore
ASLAN Pharmaceuticals Pte. Ltd. is incorporated in Singapore and subject to the statutory corporate income tax rate of 17%.
ASLAN Pharmaceuticals Pte. Ltd. has no taxable income for the years ended December 31, 2021, 2022 and 2023, no other
provision for income tax is required.
c. Australia
ASLAN Pharmaceuticals Australia Pty Ltd., incorporated in Australia, is subject to the statutory corporate income tax of 30%.
ASLAN Pharmaceuticals Australia Pty Ltd. has no taxable income for the years ended December 31, 2021, 2022 and 2023, and
therefore, no provision for income tax is required.
F-32
d. Hong Kong
ASLAN Pharmaceuticals Hong Kong Limited, incorporated in Hong Kong, is subject to the statutory corporate income tax of
16.5%. Under the Hong Kong tax law, ASLAN Pharmaceuticals Hong Kong Limited is exempted from income tax on its foreign
derived income and there are no withholding taxes in Hong Kong on the remittance of dividends. ASLAN Pharmaceuticals Hong
Kong Limited has no taxable income for the years ended December 31, 2021, 2022 and 2023, and therefore, no provision for
income tax is required.
e. China
ASLAN Pharmaceuticals (Shanghai) Co. Ltd., incorporated in China, is subject to the statutory corporate income tax rate of 25%.
ASLAN Pharmaceuticals (Shanghai) Co. Ltd. has no taxable income for the years ended December 31, 2021, 2022 and 2023, and
therefore, no provision for income tax is required.
f. United States of America
ASLAN Pharmaceuticals (USA) Inc., incorporated in Delaware, USA in October 2018, is subject to the statutory federal income
tax rate of 21% and state income tax rate of 8.7%. Due to the Research and Development Service Agreement in place between
ASLAN Pharmaceuticals (USA) Inc. and its parent company, it has taxable income of $94,487, $377,994 and $531,794 for the
years ended December 31, 2021, 2022 and 2023 and no provision for income tax is required as fully paid up.
g. Taiwan
ASLAN Pharmaceuticals Taiwan Limited, incorporated in Taiwan is subject to the statutory corporate income tax of 20% and the
corporate surtax rate of 5%. The Company disposed of ASLAN Pharmaceuticals Taiwan Limited on December 31, 2022.
18. LOSS PER ORDINARY SHARE
Basic and diluted loss per ordinary share
Basic and diluted loss per equivalent ADS
For the year ended December 31
2022
2021
2023
$
$
(0.10 ) $
(2.40 ) $
(0.15 ) $
(3.68 ) $
(0.11 )
(2.69 )
The loss and weighted-average number of ordinary shares outstanding used in the computation of loss per share are as follows:
Loss used in the computation of basic and diluted loss per ordinary
share
Weighted-average number of ordinary shares in the computation of
basic loss per ordinary share
Weighted-average number of equivalent ADS in the computation of
basic loss per ADS
19. SHARE-BASED PAYMENT ARRANGEMENTS
Employee Share Option Plan
For the year ended December 31
2022
2021
2023
$
(31,321,618 ) $
(51,382,417 ) $
(44,219,604 )
325,684,272
348,723,365
411,242,644
13,027,371
13,948,935
16,449,706
Under the Company’s 2014 employee share option plan (the “2014 Plan”), qualified employees of the Company and its subsidiaries
were granted 7,050,211 options (representing 14,100,422 ordinary shares, an equivalent of 564,017 ADSs) from July 2010 to July 2016.
The vesting period is four years. If the options remain unexercised after a period of ten years from the date of grant, the options expire.
Options are forfeited if the employee leaves the Company before the options vest. Options pursuant to the 2014 plan are also vested in
full or forfeited as of December 31, 2022 and 2023.
F-33
2014 Plan
Information on employee share options granted from the 2014 Plan is as follows. Each option entitles the holder to subscribe for two
ordinary shares of the Company:
2021
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
For the Year Ended December 31
2022
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
2023
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
533,629 $
—
(45,800 )
487,829
17.88
—
5.38
17.88
487,829 $
(116,260 )
—
371,569
17.88
8.38
—
22.00
371,569 $
(48,800 )
—
322,769
487,829
17.88
371,569
22.00
322,769
22.00
17.08
—
22.74
22.74
Balance at January 1
Options expired
Options exercised
Balance at December 31
Options exercisable,
end of period
2017 Plan
Under the Company’s 2017 employee share option plan (the “2017 Plan”), qualified employees of the Company and its subsidiaries
were granted 825,833 options (representing 825,833 ordinary shares, an equivalent of 33,033 ADS) in September 2017. The vesting
period is two years. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are
forfeited if the employee leaves the Company before the options vest. Options granted pursuant to the 2017 Plan are all either vested in
full or forfeited as of December 31, 2022 and 2023.
Information on employee share options granted from the 2017 Plan is as follows. Each option entitles the holder to subscribe for one
ordinary share of the Company:
2021
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
For the Year Ended December 31
2022
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
2023
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
20,048 $
—
20,048
31.90
—
31.90
20,048 $
—
20,048
31.90
—
31.90
20,048 $
(333 )
19,715
20,048
31.90
20,048
31.90
19,715
31.90
31.90
31.90
31.90
Balance at January 1
Options forfeited
Balance at December 31
Options exercisable,
end of period
2020 Equity Incentive Plan
On December 10, 2020, the Board of Directors (the “Board”) of the Company approved the Company’s 2020 Equity Incentive Plan (the
“2020 EIP”). The 2020 EIP, among other things, provides for the grant of restricted stock awards, stock options and other equity-based
awards to employees, officers, directors and consultants. The vesting period is up to four years or determination that a different vesting
schedule shall apply, subject to discretion of Administrator. If the options remain unexercised after a period of ten years from the date of
grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest.
F-34
Each option entitles the holder to subscribe for one ADS of the Company. The options granted are valid for 10 years. No performance
conditions were attached to the plan. No more than 62,030,922 ordinary shares (an equivalent of 2,481,237 ADSs) may be issued under
the 2020 EIP upon the exercise of options. In addition, the number of ordinary shares reserved for issuance under the 2020 EIP will
automatically increase on January 1 of each year, commencing on January 1, 2022, and ending on (and including) January 1, 2030, in an
amount equal to 4% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year. The Board may
determine prior to January 1 of a given year that there will be no increase for such year or that the increase for such year will be a lesser
number of ordinary shares.
In connection with the approval of the 2020 EIP, the maximum number of ordinary shares that may be issued under the 2020 EIP was
originally 20,676,974 ordinary shares (an equivalent of 827,079 ADSs). The Board determined that there would be no increase as from
January 1, 2021. As from January 1, 2022 and January 1, 2023, there was be an options increase of 13,948,935 ordinary shares (an
equivalent of 557,958 ADSs), which represents 4% of the total outstanding ordinary shares as of December 31, 2021 and December 31,
2022.
On December 15, 2020, 764,812 ADSs were granted under the Company’s 2020 EIP. During the year ended December 31, 2021, 56,400
ADSs were granted under the Company’s 2020 EIP, respectively. On January 1, 2022, and on July 1, 2022, 355,030 ADSs and 143,600
ADSs were granted, respectively. On January 1, 2023, on May 1, 2023 and on July 1, 2023, 407,226 ADSs, 370,000 ADSs and 9,600
ADSs were granted, respectively.
If an award under the 2020 EIP, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, cancelled without having
been fully exercised, forfeited or is withheld to satisfy a tax withholding obligation in connection with an award or to satisfy a purchase
or exercise price of an award, any unused shares subject to the award will, as applicable, become or again be available for new grants
under the 2020 EIP. Awards granted under the 2020 EIP in substitution for any options or other equity or equity-based awards granted
by an entity before the entity’s merger or consolidation with the Company or the Company’s acquisition of the entity’s property or stock
will not reduce the number of ordinary shares available for grant under the 2020 EIP, but will count against the maximum number of
ordinary shares that may be issued upon the exercise of incentive stock options. References in this summary to ordinary shares include
an equivalent number of the Company’s ADSs.
In July 2022, the Remuneration Committee of the Board noted that the exercise price of options previously granted to certain officers
and employees of the Company significantly exceeded the current fair market value of the underlying ADS (the “Underwater Options”).
In accordance with its powers authorized under the 2020 EIP, the Remuneration Committee therefore resolved to lower the per ADS
exercise price of the Underwater Options, believing this to be in the best interests of the Company and its shareholders to motivate and
restore incentives for the holders of the Underwater Options. It thus resolved to amend each Underwater Option to reduce the exercise
price of each to $2.60 per ADS for the 2020 EIP, being the Fair Market Value of the Company’s ADSs effective on the closest trading
day to the date of the resolution. The incremental fair value of $279,636 has been recognized as an expense over the period from the
modification date to the end of vesting period. The expense for the original option grant will be recognized as if the terms had not been
modified. The fair value of the modified options was determined using the same models and principles as described below.
F-35
Information on employee share options granted under the 2020 EIP is as follows. Each option entitles the holder to subscribe for one
ADS of the Company:
2021
For the Year Ended
December 31
2022
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
Number of
Equivalent
ADSs
Weighted-
average
Exercise
Price
764,812 $
56,400
(16,200 )
(700 )
804,312 $
299,505 $
10.30
16.20
10.30
10.30
10.30
10.30
804,312 $
498,630
(148,874 )
—
1,154,068 $
408,964 $
2.60
2.57
2.60
—
2.59
2.59
2023
Number of
Equivalent
ADSs
1,154,068 $
786,827
(11,375 )
—
1,929,520 $
803,797 $
$
13.15
$
2.59
$
Weighted-
average
Exercise
Price
2.59
2.93
2.33
—
2.73
2.59
2.73
Balance at January 1
Options granted
Options forfeited
Options exercised
Balance at December 31
Options exercisable, end of period
Weighted-average fair value of each
option granted
Information on outstanding options as of December 31, 2023 is as follows:
Jul
2014
Jul
2015
Jul
2016
Jul
2017
Dec
2020
Jan - Jul
2021
Jan - Jul
2022
Jan - Jul
2023
$
6.80
$6.80-$9.40
$
11.30
$
6.40
$
2.60
$
2.60
$2.50-$2.60
$1.80-$4.15
0.5
1.5
2.5
3.73
6.96
7.21
8.26
9.29
Range of
Exercise
Price
Weighted-
average
Remaining
Contractua
l Life
(Years)
Options granted in the 2014 Plan, the 2017 Plan, and the 2020 EIP were priced using the binomial option pricing model, and the inputs
to the model were as follows:
Jul
2014
Jul
2015
Jul
2016
Jul
2017
Dec
2020
Jan-
Jul
2021
Jan-
Jul
2022
Jan-
Jul
2023
Grant-
date
share
price
Exercise
price
Expected
volatility
Expected
life
(years)
Risk-free
interest
rate
$
$
6.80
$
9.40
$
11.30
6.80
$6.80-$9.40
$
11.30
$
$
6.40
6.40
$
$
11.10
$11.75-$20.60
$2.50-$5.60
$1.80-$4.15
2.60
$
2.60
$2.50-$2.60
$1.80-$4.15
50.86 %
36.37 %
39.34 %
38.33 %
66.25 %
59.99%-64.92%
118.2%-122.1%
118.8% - 133.5%
10
10
10
10
5.25 - 7
5.25 - 7
5.25 - 7
5.5-7
2.58 %
2.43 %
1.46 %
1.10 %
3.05%-3.06%
3.05%-3.06%
2.90%-3.06%
3.58%-3.97%
Expected volatility was based on the average annualized historical share price volatility of comparable companies before the grant date.
The expected life used in the model has been adjusted, based on management’s best estimate.
Compensation costs recognized for the years ended December 31, 2021, 2022 and 2023, were $2,428,128, $2,443,894 and $2,769,279
respectively.
F-36
Long Term Incentive Plan
The Company maintains the Senior Management Team (SMT) Long Term Incentive Plans (LTIP), pursuant to which bonus entitlement
unit awards were granted in 2017, 2018, and 2019. On August 23, 2017, and February 1, 2018, the Company granted 1,462,000 and
104,000 ordinary shares (an equivalent to 58,480 ADSs and 4,160 ADSs) bonus entitlement units to the Company’s executive officers
pursuant to the 2017 LTIP, respectively. On July 30, 2018, the Company granted 48,228 ADSs bonus entitlement units to the executive
officers pursuant to the 2018 LTIP, and on July 30, 2019, the Company granted 98,204 ADSs bonus entitlement units to the executive
officers pursuant to the 2019 LTIP.
Upon vesting and redemption, each unit award is converted into a cash payment equal to the number of units multiplied by the per-share
fair market value of the Company’s ordinary shares on the day following the Company’s receipt of a redemption notice. The bonus
entitlement unit awards granted pursuant to the 2017 LTIP, the 2018 LTIP and the 2019 LTIP are all either vested in full or forfeited as
of December 31, 2023.
Up to date, total 56,700 ADSs bonus entitlement units have been forfeited or lapsed and total 62,910 ADSs bonus entitlement units have
been redeemed as of December 31, 2023. The quoted fair value on the reporting date is based on the closing price per ADS of $1.80 and
$0.52 as of December 31, 2022, and December 31, 2023, respectively.
The LTIPs qualify as cash-settled share-based payment transactions. The Company recognizes the liabilities in respect of its obligations
under the LTIPs, which are measured based on the Company’s quoted market price of its ADSs at the reporting date, and takes into
account the extent to which the services have been rendered to date.
The Company recognized total benefit of $66,079 in 2023 and recognized total benefits of $234,761, $467,134 and $66,079 in respect
of the LTIPs for the years ended December 31, 2021, 2022 and 2023. As of December 31, 2022, and December 31, 2023, the Company
recognized compensation liabilities of $234,448 and $46,699 as other payables (Note 12). The total intrinsic value at December 31,
2023 and 2022 was $234,448 and $46,699, respectively.
The Company’s LTIP is described as follows:
Balance at January 1
Awards exercised
Awards lapsed
Balance at December 31
Balance exercisable, end of period
20. CAPITAL MANAGEMENT
Number of ADSs units
For the year ended December 31
2022
2021
2023
148,906
(4,759 )
—
144,147
144,147
144,147
—
—
144,147
144,147
144,147
(40,788 )
(13,897 )
89,462
89,462
The Company manages its capital to ensure that entities in the Company will be able to safeguard cash as well as maintain financial
liquidity and flexibility to support the development of its product candidates and programs as a going concern through the optimization
of the debt and equity balance.
The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to
respond to business growth opportunities and changes in economic conditions. The capital structure of the Company mainly consists of
borrowings and equity of the Company. Key management personnel of the Company review the capital structure periodically. To
maintain or balance the overall capital structure, the Company may adjust the amounts of long-term borrowings, or the issuance of new
shares capital or other equity instruments.
As of December 31, 2023, there were no changes in the Company’s capital management policy, and the Company is not subject to any
externally imposed capital requirements other than those restrictions disclosed in Note 13 under K2HV Loan Agreement.
F-37
21. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Company’s liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the
Company’s consolidated statements of cash flows as cash flows from financing activities.
Lease Liabilities – current
Lease Liabilities – non-current
Current borrowings (Note 13)
Current borrowings from related
parties
(Notes 13 and 23)
Long-term borrowings (Note 13)
Other payable - interest payables
(Note 12)
Lease Liabilities – current
Other payable - interest payables
(Note 12)
Current borrowings (Note 13)
Long-term borrowings (Note 13)
Net
proceeds/
(repayment
)
Non-cash changes
Additions/
(Transfers) Others*
Interest
expense
$
January 1,
2021
271,624 $
281,149
2,900,971
Interest
paid
(21,510 ) $
—
(353,649 ) $
—
(484,043 ) (2,571,701 )
281,149 $
(281,149 )
—
— $
—
—
21,510 $
—
154,773
December
31,
2021
199,124
—
—
617,912
15,183,421
(117,986 )
(550,000 )
— 15,939,643
—
(688,324 )
—
(124,827 )
50,074
—
547,396 30,857,309
735,510
— (1,680,628 )
—
— 1,087,201
142,083
Non-cash changes
January 1,
2022
199,124 $
$
Net
proceeds/
(repayment
)
Interest
paid***
Additions/
(Transfers)
**
293,460 $
Others*
Interest
expense
December
31,
2022
215,671
(12,544 ) $
(262,798 ) $
(14,115 ) $
12,544 $
142,083
—
— (2,338,715 )
— $
—
— 5,000,000
(142,083 )
7,626,678
(7,484,595 )
30,857,309
—
—
— 2,460,868 7,748,831
88,866 1,194,553 29,656,133
—
F-38
Non-cash changes
January 1,
2023
215,671 $
$
Interest
paid***
(10,411 ) $
7,748,831 (3,318,576 )
Net
proceeds/
(repayment
)
Additions/
(Transfers)
**
307,436 $
— (6,501,167 )
(296,920 ) $
Others*
Interest
expense
December
31,
2023
226,187
13,074 $
— 3,871,299 1,800,387
(2,663 ) $
(12,000,00
29,656,133
—
0 ) 6,501,167
198,842
442,410 24,798,552
90,213
—
**
— (3,466,999 )
—
88,394
3,465,180**
Lease Liabilities – current
Current borrowings (Note 13)
Long-term borrowings (Note 13)
Financial liabilities at fair value
through profit or loss
* Others comprise mainly foreign currency translation differences for long-term borrowings and net gain on fair value changes for financial liabilities
measured at fair value through profit or loss.
** The transfer from current to long-term borrowings is due to the amendment (Second Amendment) of K2HV Loan Agreement pursuant to which
K2HV agreed to extend the period in which the Company is not required to make payments with respect to the outstanding amount (see Note 14b).
*** The Company classified interest paid arising from third party borrowings and leases into operating and financing cash flows activities
respectively.
**** Net proceeds arising from cash received from Tranche 1B warrants and Tranche 2B warrants as of the date of issue which have been recorded as
financial liabilities at fair value through profit or loss (see Note 14a).
F-39
22. FINANCIAL INSTRUMENTS
a.
Fair value of financial instruments not measured at fair value
The Company believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate
to their fair values.
b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value- hierarchy
December 31, 2022
Financial assets at fair value through profit or
loss
Money Market Fund
Financial liabilities at fair value through profit or
loss
Derivative financial liabilities – K2 warrants
December 31, 2023
Level 1
Level 2
Level 3
Total
$
30,445,339 $
— $
— $
30,445,339
$
— $
— $
90,213 $
90,213
Financial assets at fair value through other comprehensive
income
Foreign unlisted ordinary shares
Financial liabilities at fair value through profit or
loss
Derivative financial liabilities
K2 warrants
Tranche 2B warrants
Derivative financial liabilities
$
$
$
$
Level 1
Level 2
Level 3
Total
— $
— $
235,567 $
235,567
— $
— $
— $
— $
— $
— $
87,693 $
701 $
88,394 $
87,693
701
88,394
The following three levels of inputs are used to measure the fair value presented above:
Level 1 — Quoted prices in active markets for identical assets and liabilities.
Level 2 — Significant other observable inputs.
Level 3 — Significant unobservable inputs.
There was no transfer between Levels 1, 2 and 3 in the current and prior periods.
F-40
2) Reconciliation of Level 3 fair value measurements of financial instruments
K2 Warrants
Tranche Warrants
Unlisted foreign
ordinary shares
Balance at January 1, 2021
$
Issues
Subsequent measurement recognized in profit and loss
Balance at January 1, 2022
$
Issues
Subsequent measurement recognized in profit and loss
Balance at January 1, 2023
$
Issues
Subsequent measurement recognized in
Profit and loss
Other comprehensive income
$
$
$
—
688,324
(464,972 )
223,352
45,482
(178,621 )
90,213
—
(2,520 )
—
Balance at December 31, 2023
$
87,693
$
—
—
—
—
—
—
—
3,465,180
(3,464,479 )
—
701
$
$
$
$
—
—
—
—
—
—
—
—
—
235,567
235,567
3) Fair value of the group’s financial assets and financial liabilities that are measured at fair value on a recurring basis
The Company’s financial assets and financial liabilities are measured at fair value at the year end. The following table gives
information about how the fair values of these financial assets and financial liabilities are determined.
Financial assets/
financial liabilities
Fair Value
Hierarchy
Valuation Technique(s)
and key input(s)
Significant
unobservable
input(s)
Relation and sensitivity of unobservable inputs to
fair value
1. Derivative
financial liabilities -
K2 warrants
Level 3
2. Derivative
financial liabilities -
2B warrants
Level 3
3. Foreign unlisted
ordinary shares
Level 3
Option Pricing Model
(Binomial Tree Model).
The following variable
were taken into
consideration: Time to
maturity, current share
price, strike price, risk free
rate, dividend yield and
volatility
Option Pricing Model
(Monte Carlo Simulation).
The following variable
were taken into
consideration: Time to
maturity, current share
price, strike price, risk free
rate, dividend yield and
volatility
Backsolve Option Pricing
Model.
The following variable
were taken into
consideration: Expected
holding period, risk free
rate, dividend yield and
volatility
F-41
Volatility
Volatility
Volatility
The higher the volatility, the higher the fair value.
If the volatility was 5 per cent lower while all other
variables were held constant, the carrying amount
would decrease by US$3,631. If the volatility was 5
per cent higher while all other variables were held
constant, the carrying amount would increase by
US$3,171.
The higher the volatility, the higher the fair value.
If the volatility was 5 per cent lower while all other
variables were held constant, the carrying amount
would decrease by US$376. If the volatility was 5
per cent higher while all other variables were held
constant, the carrying amount would increase by
US$552.
The higher the volatility, the higher the fair value.
If the volatility was 5 per cent lower while all other
variables were held constant, the carrying amount
would decrease by US$1,314. If the volatility was 5
per cent higher while all other variables were held
constant, the carrying amount would increase by
US$1,367.
c. Categories of financial instruments
Financial assets
Financial assets at fair value through other comprehensive
income
Foreign unlisted ordinary shares
Financial assets at fair value through profit or loss
Money Market Fund
Financial assets at amortized cost (1)
Financial liabilities
Financial liabilities at fair value through profit or
loss
Derivative financial liabilities – K2 warrants
Derivative financial liabilities – Tranche 2B Warrants
Financial liabilities at amortized cost (2)
Equity instruments
Equity instruments
Pre-Funded Warrants
Tranche 2A Warrants
December 31,
2021
December 31,
2022
December 31,
2023
$
$
$
$
$
$
$
$
$
$
— $
— $
235,567
— $
91,047,060 $
30,445,339 $
27,490,152 $
—
22,448,527
223,352 $
— $
223,352 $
36,090,421 $
90,213 $
— $
90,213 $
41,922,924 $
87,693
701
88,394
36,910,284
— $
— $
— $
— $
— $
— $
8,262,698
2,173,285
10,435,983
(1) The balances include financial assets at amortized cost, which comprise of cash and cash equivalents (excluding money market
funds) and refundable deposits.
(2) The balances include financial liabilities at amortized cost, which comprise of trade payables, other payables, current
borrowings, lease liabilities and long-term borrowings.
d. Financial risk management objectives and policies
The Company’s financial risk management objective is to monitor and manage the financial risks relating to the operations of the
Company. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. In
order to minimize the effect of financial risks, the Company devoted time and resources to identify and evaluate the uncertainty of
the market to mitigate risk exposures.
1) Market risk
The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a)
below) and interest rates (see (b) below).
a) Foreign currency risk
The Company has foreign currency transactions, which exposed the Company to foreign currency risk.
The Company’s significant financial assets and liabilities denominated in foreign currencies were as follows:
Financial assets
Monetary items
SGD
AUD
Financial liabilities
Monetary items
SGD
Foreign
Currencies
December 31, 2022
Exchange
Rate
Carrying
Amount
S $
A $
2,312,357
2,616,802
0.7461 $
0.6820 $
1,725,279
1,784,606
S $
16,298,191
0.7461 $
12,160,288
F-42
Financial assets
Monetary items
SGD
Financial liabilities
Monetary items
SGD
Foreign
Currencies
December 31, 2023
Exchange
Rate
Carrying
Amount
S $
2,825,324
0.7577 $
2,140,748
S $
18,232,233
0.7577 $
13,814,563
Sensitivity analysis
The Company is mainly exposed to the Singapore Dollar.
The following table details the Company’s sensitivity to a 5% decrease in the U.S. dollar against the relevant foreign
currency. The rate of 5% is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items. A negative number below
indicates an increase in pre-tax loss where the U.S. dollar weakens 5% against the relevant currency. For a 5%
strengthening of the U.S. dollar against the relevant currency, there would be an equal and opposite impact on pre-tax loss.
Profit or loss*
SGD
AUD
For the year ended December 31
2022
2021
2023
$
$
(548,878 ) $
87,807 $
(521,750 ) $
89,230 $
(583,691 )
—
* This is mainly attributable to the exposure to outstanding deposits in banks and loans in foreign currency at the end of the
reporting period.
b)
Interest rate risk
The Company is exposed to interest rate risk because entities in the Company borrowed funds at fixed baseline interest
plus floating interest rates.
The sensitivity analysis below is determined based on the Company’s exposure to interest rates for investment in money
market fund and fixed rate borrowings at the end of the reporting period, and is prepared assuming that the amounts of
liabilities outstanding at the end of the reporting period are outstanding for the whole year. A 100-basis point increase or
decrease is used when reporting interest rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher and all other variables were held constant, the Company’s pre-tax loss for
the years ended December 31, 2021, 2022 and 2023, would have increased by $308,573, $69,596 and $265,989,
respectively.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the
Company. The Company adopted a policy of only dealing with creditworthy counterparties and financial institutions, where
appropriate, as a means of mitigating the risk of financial loss from defaults.
F-43
3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents that are deemed
adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management
monitors the utilization of long-term borrowings and ensures compliance with repayment conditions.
As the Company is in the research and development phase, the Company will be seeking future funding based on the
requirements of its business operations. The Company is able to exercise discretion and flexibility to deploy its capital
resources in the process of the research and development activities according to the amount and timing of the financing
activities. The Company intends to explore various means of fundraising to meet its funding requirements to carry out the
business operations, such as the issuance of ADS representing its ordinary shares, venture debt and shareholder loasn. The
Company may also use other means of financing such as out licensing to generate revenue and cash. The Company’s current
cash resources are not sufficient to complete the research and development activities of all of its therapeutic candidates in the
absence of any additional funding. Management believes that there is presently insufficient funding available to allow the
Company to fund its activities for a period exceeding one year and meet its obligations as they become due within one year,
from the date of this filing. However, the future viability of the Company depends on its ability to raise additional capital or
partner the drug to finance its operations, in the absence of additional funding there would be substantial doubts about the
Company’s ability to continue as a going concern.
On February 24, 2023, the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”) with fund entities
affiliated with BVF Partners L.P. (collectively, “BVF”) private placement. The Private Placement was on February 27, 2023
(the “Closing”), subject to customary closing conditions. The Private Placement is expected to result in gross proceeds to the
Company of approximately $20.0 million, and an additional $80.0 million in gross proceeds to the Company if all Tranche
Warrants are fully-exercised. Please refer to Note 14 for details.
On March 12, 2024, the Company entered into a Securities Purchase Agreement with the purchaser’s signatory thereto (the
Purchasers), pursuant to which the Company agreed to sell and issue, in a registered direct offering, 125,000,000 ordinary
shares in the form of 5,000,000 ADSs, at a gross purchase price of $1.00 per ADS (the Registered Offering). The registered
offering resulted in net proceeds to the Company of $4.5 million, and an additional $5.0 million in gross proceeds to the
Company if the warrants are full-exercised. Please refer to Note 25(c) for details.
F-44
The table below break down the Company's financial liabilities into relevant maturity groupings based on their contractual and
estimated maturities. The amounts disclosed in the tables are contractual and estimated undiscounted cash flows.
Contractual maturities of financial liabilities as of
December 31, 2023
On demand or
within 1 year
Within 2 to 5
years
After 5 years
Total
Non-derivative financial liabilities
Trade payable
Other payable
Lease liabilities
Borrowings
- Loan from government (Note 13a)
- Other long-term borrowing (Note 13b)
Derivative financial liabilities
K2HV warrants
Tranche 2B warrants
$
7,918,607 $
3,081,329
226,187
$
—
—
—
— $
—
—
7,918,607
3,081,329
226,187
—
1,818,750
—
16,723,211
12,496,831
—
12,496,831
18,541,961
—
701
—
—
87,693
—
87,693
701
Contractual maturities of financial liabilities as of
December 31, 2022
On demand or
within 1 year
Within 2 to 5
years
After 5 years
Total
Non-derivative financial liabilities
Trade payable
Other payable
Lease liabilities
Borrowings
- Loan from government (Note 13a)
- Other long-term borrowing (Note 13b)
Derivative financial liability
K2HV warrants
$
12,784,485 $
2,325,038
215,671
$
—
—
—
— $
—
—
12,784,485
2,325,038
215,671
—
7,503,091
—
24,557,362
11,855,579
—
11,855,579
32,060,453
—
—
90,213
90,213
F-45
23. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the companies and its subsidiaries which are related parties of the Company, have been eliminated
on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions
between the Company and other related parties are disclosed as follows.
a. Related party name and category
Related Party Name
Related Party Category
Other
Key Management Personnel
b. Loans from related parties
Interest expense
Related Party Category/Name
Related party in substance / JANK Howden Pty Ltd
Key Management Personnel / Others
The loans from the related parties were repaid on March 22, 2021.
c. Compensation of Key Management Personnel
Related Party Category/Name
Short-term employee benefits
Post-employment benefits
Share-based payments recognized
For the year ended December 31
2022
2021
2023
45,522 $
4,552
50,074 $
— $
—
— $
—
—
—
For the year ended December 31
2022
2,783,668 $
332,037
1,926,199
5,041,904 $
2021
2,881,215 $
112,095
2,048,669
5,041,979 $
2023
3,115,619
140,332
2,256,528
5,512,479
$
$
$
$
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of
individuals and market trends. In addition, the remuneration of non-executive directors was $219,628, $242,782 and $280,417 for the
years ended December 31, 2021, 2022, and 2023, respectively.
24. SEGMENT INFORMATION
The Company’s major business is research and development and operates only in one single segment. The Board of directors, which
allocates resources and assesses performance of the Company as a whole, has identified that the Company has only one reportable
operating segment.
The Company has only one reportable operating segment, and therefore, the reportable segment information is the same as the financial
statements. The following is an analysis of the Company’s revenue from its major products and services.
Out-licensing
For the year ended December 31
2022
2021
$
— $
— $
2023
12,000,000
For the year ended December 31, 2023, there was revenue generated from out-licensing of development and commercialization rights in
Japan to Zenyaku Kogyo Co., Ltd. for eblasakimab amounting to $12 million. Please refer to Note 15 for details
F-46
25. OTHER ITEMS/SUBSEQUENT EVENTS
a) On January 5, 2024, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the
Company is not currently in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital
Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice indicated that,
consistent with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days, or until July 3, 2024 (the “Compliance Deadline”),
to regain compliance with the Minimum Bid Price Requirement by having the closing bid price of the Company’s ADSs meet or
exceed $1.00 per ADS for at least ten consecutive business days. The Notice is only a notification of deficiency and has no
immediate effect on the listing of the Company’s ADSs. The Company’s ADSs will continue to trade on the Nasdaq Capital Market
at this time. The Company’s receipt of the Notice does not impact the Company’s business, operations or reporting requirements
with the Securities and Exchange Commission. The Company announced the receipt of the Notice through a press release on
January 8, 2024.
If the Company does not regain compliance by the Compliance Deadline, the Company may be afforded an additional 180 calendar
day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market
value of publicly held securities and all other initial listing standards for the Nasdaq Capital Market, except for the Minimum Bid
Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the
second compliance period. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the
compliance period (or the second compliance period, if applicable), the Company’s ADSs will become subject to delisting. In the
event that the Company receives notice that its ADSs are being delisted, the Nasdaq listing rules permit the Company to appeal a
delisting determination to a Nasdaq hearings panel.
b) On January 24, 2024, the Company held an Extraordinary General Meeting of shareholders. At the Extraordinary General Meeting,
the Company’s requisite shareholders approved (i) an ordinary resolution to increase the Company’s authorized share capital from
US$10,000,000 divided into 1,000,000,000 ordinary shares of a nominal or par value of US$0.01 each to US$50,000,000 divided
into 5,000,000,000 ordinary shares of a nominal or par value of US$0.01 each, and (ii) a special resolution to replace existing
Memorandum and Articles of Association of the Company (being the Tenth Amended and Restated Memorandum and Articles of
Association of the Company) with a new Memorandum and Articles of Association (being the Eleventh Amended and Restated
Memorandum and Articles of Association of the Company) under the Companies Act (as amended) of the Cayman Islands.
c) On March 12, 2024, the Company entered into a securities purchase agreement (the Purchase Agreement), with the purchasers
signatory thereto (the Purchasers), pursuant to which the Company agreed to sell and issue, in a registered direct offering,
125,000,000 ordinary shares in the form of 5,000,000 ADSs, at a gross purchase price of $1.00 per ADS (the Registered Offering).
The ADSs were offered by the Company pursuant to an effective shelf registration statement on Form F-3, which was originally
filed with the Securities and Exchange Commission on March 24, 2023 and was declared effective on April 6, 2023 and a
prospectus supplement thereunder.
Pursuant to the Purchase Agreement, in a concurrent private placement, the Company also agreed to sell and issue to the Purchasers
unregistered warrants (the Warrants) to purchase up to 125,000,000 ordinary shares in the form of 5,000,000 ADSs (the Private
Placement and together with the Registered Offering, the Offering). The Warrants are exercisable upon issuance (the Initial
Exercise Date) at an exercise price of $1.00 per ADS and will expire on the five-year anniversary of the Initial Exercise Date.
Pursuant to the terms of Purchase Agreement, on March 26, 2024, the Company filed a registration statement on Form F-3 covering
the sale of the ADS underlying the Warrants (the Resale Registration Statement). Upon effectiveness of the Resale Registration
Statement, the shares underlying the Warrants will be freely tradeable in the United States. The Registered Offering closed on
March 14, 2024. The aggregate gross proceeds to the Company from the Registered Offering were $5 million, before deducting
offering expenses payable by the Company.
F-47
Pursuant to the terms of the Purchase Agreement, the Company agreed (i) not to issue, enter into an agreement to issue or announce
the issuance or proposed issuance of any of its ADSs, ordinary shares or ordinary share equivalents, or (ii) file any registration
statement or any amendment or supplement thereto, subject to certain exceptions, until 30 days following the closing of this
offering. In addition, pursuant to the terms of the Warrant, the Company also agreed that at any time on or after the Initial Exercise
Date but on or prior to the Termination Date, if the Company grants, issues or sells any ordinary share equivalents or rights to
purchase shares, warrants, securities or other property pro rata to the record holders of any class of ordinary shares or ADSs (the
“Purchase Rights”), the Purchaser in this Offering shall, in the aggregate, have the right to participate in such financing the
aggregate Purchase Rights which the Purchaser could have acquired if the Purchaser had held the number of ordinary shares or
ADSs acquirable upon complete exercise of the Warrant.
F-48
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2023, ASLAN PHARMACEUTICALS LIMITED, or “we,” “us,” and “our”, had the following series of securities registered pursuant to
Section 12(b) of the Securities Exchange Act, as amended, or Exchange Act:
Exhibit 2.6
Title of each class
American Depositary Shares, each
representing five ordinary shares, par
value $0.01 per ordinary share
Ordinary shares, par value $0.01 per
share*
* Not for trading, but only in connection with
the registration of the American Depositary
Shares.
Trading symbol
ASLN
Name of each exchange on which
registered
The Nasdaq Capital Market
The Nasdaq Capital Market *
American Depositary Shares, or ADSs, each representing five ordinary shares, par value $0.01 per ordinary share, or the “shares” or “ordinary shares”,
have been available in the U.S. through an American Depositary Receipt, or ADR, program since May 4, 2018. This program was established pursuant to
the deposit agreement that we entered into with JPMorgan Chase Bank, N.A., or JPMorgan, as depositary, or Deposit Agreement. Our ADRs have been
listed on the Nasdaq Global Market since May 2018 and are traded under the symbol “ASLN”. In September 2022, we transferred to the Nasdaq Capital
Market and continued trading under the same trading symbol “ASLN.” In connection with this listing (but not for trading), the shares are registered under
Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of ordinary shares and (ii) ADR holders. Shares
underlying the ADSs are held by JPMorgan, the depositary, and holders of ADSs will not be treated as holders of the shares.
On March 13, 2023, we effected a change to the ratio of our ADSs to our ordinary shares from one ADS representing five ordinary shares to one ADS
representing twenty-five ordinary shares, or the ADS Ratio Change. Except as otherwise indicated, all information in this exhibit does not give retroactive
effect to the ADS Ratio Change.
The following summary is subject to and qualified in its entirety by our Amended and Restated Memorandum and Articles of Association, or Articles, and
by the Companies Act (as amended) of the Cayman Islands, or the Companies Act, and by the common law of the Cayman Islands. This is not a summary
of all the significant provisions of the Articles, the Companies Act or the common law of the Cayman Islands and does not purport to be complete.
Capitalized terms used but not defined herein have the meanings given to them in our annual report on Form 20-F for the fiscal year ended December 31,
2023 and in the Amended and Restated Deposit Agreement, which is an exhibit to our registration statement on Form F-6 filed with the Securities and
Exchange Commission, or SEC, on September 4, 2020, as amended by Amendment No. 1 to the Amended and Restated Deposit Agreement, which is an
exhibit to our post-effective amendment to registration statement on Form F-6 filed with the SEC on March 3, 2023.
General
DESCRIPTION OF ORDINARY SHARES
We are an exempted company incorporated in June 2014 with limited liability under the laws of the Cayman Islands and our affairs are governed by:
•
•
•
our Articles;
the Companies Act; and
the common law of the Cayman Islands.
As of the filing date of our annual report, our authorized share capital is $50,000,000 divided into 5,000,000,000 ordinary shares of a nominal or par value
of $0.01 per ordinary share.
The following are summaries of material provisions of our Articles and the Companies Act insofar as they relate to the material terms of our share capital.
Ordinary Shares
General
Ordinary Shares. All of our outstanding ordinary shares are fully paid and non-assessable, excluding those ordinary shares that have been issued to
JPMorgan Chase Bank, N.A., as depositary, which are being held for future sales and issuances of ADSs, if any, under the Sale Agreement. Our ordinary
shares are issued in registered form and certificates representing the ordinary shares have been issued to certain shareholders, including JPMorgan Chase
Bank, N.A. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may
declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by our directors. Our Articles provide that the directors
may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a
reserve or reserves which shall be applicable for meeting contingencies or for equalizing dividends or for any other purpose to which those funds may be
properly applied. Under the laws of the Cayman Islands, our company may pay a dividend out of any of profit, retained earnings or the credit standing in
our company’s share premium account, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay
its debts as they fall due in the ordinary course of business immediately following the date on which the distribution or dividend is paid.
Voting Rights. Holders of our ordinary shares shall be entitled to one vote per ordinary share. Voting at any shareholders’ meeting is by show of hands
unless a poll is demanded (before or on the declaration of the result of the show of hands). A poll may be demanded by the chairman of such meeting or
any one or more shareholders present in person or by proxy at the meeting.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary
shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding
ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to our Articles or
approving a merger. Holders of the ordinary shares may, among other things, subdivide, consolidate or increase our share capital by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act or our Articles to call shareholders’
annual general meetings.
Shareholders’ general meetings may be convened by a majority of our board of directors. Advance written notice of at least seven calendar days (counting
from the date service is deemed to take place as provided in our Articles) is required for the convening of any general meeting of our shareholders. A
quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy, representing at least a majority of our
paid up voting share capital.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put
any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Articles provide general
meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at our general meetings holding
at least ten percent of the paid up voting share capital deposited at the Office specifying the objects of the meeting by notice given no later than 21 days
from the date of deposit of the requisition duly proceed to convene a general meeting to be held.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an
instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board of directors may determine to decline
to register any transfer of shares for any reason.
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the
whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value
of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of
all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay the whole of the share
capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their
shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and
remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option
of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. We may also repurchase any of our shares
on such terms and in such manner as have been approved by our board of directors and agreed with the relevant shareholder. Under the Companies Act, the
redemption or repurchase of any share may be paid out of our profits, retained earnings or out of the proceeds of a new issue of shares made for the purpose
of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately
following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be
redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the
company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. If at any time our share capital is divided into different classes (and as otherwise determined by our board of directors) the
rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class only be materially adversely varied or
abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of the relevant class, or with the sanction of a resolution
passed at a separate meeting of the holders of the shares of such class by a majority of two-thirds of the votes cast at such a meeting. The board of directors
may vary the rights attaching to any class without the consent or approval of shareholders provided that the rights will not, in the determination of the board
of directors, be materially adversely varied or abrogated by such action.
Issuance of Additional Shares. Our Articles authorize our board of directors to issue additional ordinary shares from time to time as our board of directors
shall determine, to the extent of available authorized but unissued shares.
Our Articles also authorize our board of directors to establish from time to time one or more series of preferred shares with the approval of the board of
directors and with the approval of a special resolution and to determine, with respect to any series of preference shares, the terms and rights of that series,
including the:
•
•
•
•
Order, fixed amount or fixed ratio of allocation of dividends and other distributions on preferred shares;
Order, fixed amount or fixed ratio of allocation of the assets available for distribution on a liquidation of the Company;
Order of or restriction on the voting rights (including declaring no voting rights whatsoever) of preferred shareholders;
Other matters concerning rights and obligations incidental to preferred shares; and
• Method by which the Company is authorized or compelled to redeem the preferred shares, or a statement that redemption rights shall not
apply.
Prior to the issuance of any preferred shares, the Articles shall be amended to set forth the rights and obligations of the preferred shares. Issuance of these
shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our
corporate records (except for the memorandum and articles of association of our company, any special resolutions passed by our company and the register
of mortgages and charges of our company). However, we will provide our shareholders with annual audited financial statements.
Anti-Takeover Provisions. Some provisions of our Articles may discourage, delay or prevent a change of control of our company or management that
shareholders may consider favorable, including provisions that:
•
•
Authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and
restrictions of such preference shares; and
Limit the ability of shareholders to requisition and convene general meetings of shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Articles for a proper purpose and for
what they believe in good faith to be in the best interests of our company.
Exempted Company. We are an exempted company incorporated with limited liability under the Companies Act. The Companies Act distinguishes between
ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the
Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except that an exempted company:
•
•
•
Does not have to file an annual return of its shareholders with the Registrar of Companies;
Is not required to open its register of members for inspection;
Does not have to hold an annual general meeting;
• May obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first
instance);
• May register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
• May register as a limited duration company; and
• May register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in
exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other limited
circumstances in which a court may be prepared to pierce or lift the corporate veil).
K2 Loan Agreement, Warrant and Participation Rights
In connection with the closing of the Loan Agreement with K2HV, we issued a warrant, as amended on June 30, 2023, to purchase ordinary shares (K2
Warrant) to K2 HealthVentures Equity Trust LLC. The number of ordinary shares exercisable under the K2 Warrant equals (i) 2.95% of the aggregate
outstanding principal amount of the term loans funded to us divided by (ii) the warrant price of $0.1447 per share (subject to adjustment as provided
therein). The K2 Warrant also includes a cashless exercise feature allowing the holder to receive shares underlying the warrant in an amount reduced by the
aggregate exercise price that would have been payable upon exercise of the warrant for such shares. In addition, subject to compliance with applicable
securities laws (including any holding period requirements), we are required to use commercially reasonable efforts to facilitate and take all other actions
required to enable the deposit of any or all of the ordinary shares exercisable under the Warrant with our depositary for the issuance of American
Depositary Shares. The K2 Warrant is exercisable until its
expiration on July 12, 2031. The K2 Warrant also provides for automatic cashless exercise or assumption as a result of certain transactions involving a
merger, acquisition or sale of the company, as set forth in the K2 Warrant.
The Loan Agreement with K2HV also provides K2 HealthVentures Equity Trust LLC with the right to participate in an aggregate amount of up to $5.0
million in any offering of our American Depositary Shares, ordinary shares, common stock, convertible preferred stock or other equity securities (or certain
other convertible instruments but excluding non-convertible debt securities), but excluding any at-the-market offerings or facilities, on the same terms,
conditions and pricing afforded to others participating in such offering; provided that with respect to any public offering, we are required to use
commercially reasonable efforts to provide K2 HealthVentures Equity Trust LLC with the opportunity to invest in each such offering if it is lawful to do so
(or if the offering is an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially
reasonable efforts to cause the underwriters for such offering to offer K2 HealthVentures Equity Trust LLC an allocation of securities in such offering).
Preference Shares
Pursuant to our Articles, we may issue shares with rights which are preferential to those of ordinary shares issued by us with the approval of our board of
directors and with the approval of a special resolution. Our Articles must be amended by special resolution to provide for such preference shares.
Material Differences in Corporate Law
The Companies Act is modeled after the corporate legislation of the United Kingdom but does not follow recent United Kingdom statutory enactments, and
differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the
provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.
Delaware
Cayman Islands
Title of Organizational
Documents
Certificate of Incorporation Bylaws
Memorandum of Association and Articles of
Association
Duties of Directors
Under Delaware law, the business and affairs of a
As a matter of Cayman Islands law, directors of Cayman
corporation are managed by or under the direction of its
board of directors. In exercising their powers, directors
are charged with a fiduciary duty of care to protect the
interests of the corporation and a fiduciary duty of loyalty
to act in the best interests of its shareholders. The duty of
care requires that directors act in an informed and
deliberative manner and inform themselves, prior to
making a business decision, of all material information
reasonably available to them. The duty of care also
requires that directors exercise care in overseeing and
investigating the conduct of the corporation’s employees.
The duty of loyalty may be summarized as the duty to act
in good faith, not out of self-interest, and in a manner
which the director reasonably believes to be in the best
interests of the shareholders.
Islands companies owe fiduciary duties to their
respective companies to, amongst other things, act in
good faith in their dealings with or on behalf of the
company and exercise their powers and fulfill the duties
of their office honestly. Five core duties are:
• a duty to act in good faith in what the directors bona
fide consider to be the best interests of the company
(and in this regard, it should be noted that the duty is
owed to the company and not to associate companies,
subsidiaries or holding companies);
• a duty not to personally profit from opportunities that
arise from the office of director;
• a duty of trusteeship of the company’s assets;
• a duty to avoid conflicts of interest; and
• a duty to exercise powers for the purpose for which
such powers were conferred.
A director of a Cayman Islands company also owes the
company a duty to act with skill, care and diligence. It
was previously considered that a director need not
exhibit in the performance of his or her duties a greater
degree of skill than may reasonably be expected from a
person of his or her knowledge and experience.
However, there are indications that the courts are
moving towards an objective standard with regard to the
required skill and care.
The Companies Act has no equivalent provision to
Delaware law regarding the limitation of director’s
liability. However, as a matter of public policy, Cayman
Islands law will not allow the limitation of a director’s
liability to the extent that the liability is a consequence
of the director committing a crime or of the director’s
own fraud, dishonesty or willful default.
Limitations on Personal
Liability of Directors
Subject to the limitations described below, a certificate of
incorporation may provide for the elimination or
limitation of the personal liability of a director to the
corporation or its shareholders for monetary damages for
a breach of fiduciary duty as a director.
Such provision cannot limit liability for breach of loyalty,
bad faith, intentional misconduct, unlawful payment of
dividends or unlawful share purchase or redemption. In
addition, the certificate of incorporation cannot limit
liability for any act or omission occurring prior to the date
when such provision becomes effective.
Indemnification of Directors,
Officers, Agents, and Others
A corporation has the power to indemnify any director,
Cayman Islands law does not limit the extent to which a
officer, employee, or agent of the corporation who was, is,
or is threatened to be made a party who acted in good
faith and in a manner he believed to be in the best
interests of the corporation, and if with respect to a
criminal proceeding, had no reasonable cause to believe
his conduct would be unlawful, against amounts actually
and reasonably incurred.
company’s articles of association may provide for
indemnification of directors and officers, except to the
extent any such provision may be held by the Cayman
Islands courts to be contrary to public policy, such as to
provide indemnification against the consequences of
committing a crime, or against the indemnified person’s
own fraud or dishonesty.
Interested Directors
Under Delaware law, a transaction in which a director
Our Articles contain a provision that allows the director
who has an interest is not void or voidable solely because
such interested director is present at or participates in the
meeting that authorizes the transaction if: (i) the material
facts as to such interested director’s relationship or
interests are disclosed or are known to the board of
directors and the board in good faith authorizes the
transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested
directors are less than a quorum, (ii) such material facts
are disclosed or are known to the shareholders entitled to
vote on such transaction and the transaction is specifically
approved in good faith by vote of the shareholders, or (iii)
the transaction is fair as to the corporation as of the time it
is authorized, approved or ratified. Under Delaware law, a
director could be held liable for any transaction in which
such director derived an improper personal benefit.
who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with us
shall declare the nature of his interest at a meeting of the
directors. A general notice given to the directors by any
director to the effect that he is to be regarded as
interested in any contract or other arrangement which
may thereafter be made with that company or firm shall
be deemed a sufficient declaration of interest in regard
to any contract so made. A director may vote in respect
of any contract or proposed contract or arrangement
notwithstanding that he may be interested therein and if
he does so his vote shall be counted and he may be
counted in the quorum at any meeting of the directors at
which any such contract or proposed contract or
arrangement shall come before the meeting for
consideration.
Voting Requirements
The certificate of incorporation may include a provision
requiring supermajority approval by the directors or
shareholders for any corporate action.
In addition, under Delaware law, certain business
combinations involving interested shareholders require
approval by a supermajority of the non-interested
shareholders.
Voting for Directors
Under Delaware law, unless otherwise specified in the
certificate of incorporation or bylaws of the corporation,
directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
Cumulative Voting
No cumulative voting for the election of directors unless
so provided in the certificate of incorporation.
For the protection of shareholders, certain matters must
be approved by special resolution of the shareholders as
a matter of Cayman Islands law, including alteration of
the memorandum or articles of association, appointment
of inspectors to examine company affairs, reduction of
share capital (subject, in relevant circumstances, to court
approval), change of name, authorization of a plan of
merger or transfer by way of continuation to another
jurisdiction or consolidation or voluntary winding up of
the company.
The Companies Act requires that a special resolution be
passed by a majority of at least two-thirds or such higher
percentage as set forth in the articles of association, of
shareholders being entitled to vote and do vote in person
or by proxy at a general meeting, or by unanimous
written consent of shareholders entitled to vote at a
general meeting. Our Articles provide that a resolution
in writing signed by all the shareholders for the time
being entitled to receive notice of and to attend and vote
at our general meetings (or being corporations by their
duly authorized representatives) shall be as valid and
effective as if the same had been passed at a general
meeting duly convened and held.
The Companies Act defines “special resolution” only. A
company’s articles of association can therefore tailor the
definition of “ordinary resolutions” as a whole, or with
respect to specific provisions.
Our Articles contain a provision that shareholders may
by ordinary resolution appoint any person to be a
director. Further, the directors shall have power at any
time and from time to time to appoint any person to be a
director, either as a result of a casual vacancy or as an
additional director, subject to the maximum number (if
any) imposed by Ordinary Resolution.
No cumulative voting for the election of directors unless
so provided in the articles of association. Our Articles
do not expressly provide for cumulative voting on the
election of directors.
Directors’ Powers Regarding
The certificate of incorporation may grant the directors
Bylaws
the power to adopt, amend or repeal bylaws.
The memorandum and articles of association may only
be amended by a special resolution of the shareholders.
Nomination and Removal of
Directors and Filling
Vacancies on Board
Mergers and Similar
Arrangements
Shareholders may generally nominate directors if they
comply with advance notice provisions and other
procedural requirements in company bylaws. Holders of a
majority of the shares may remove a director with or
without cause, except in certain cases involving a
classified board or if the company uses cumulative voting.
Unless otherwise provided for in the certificate of
incorporation, directorship vacancies are filled by a
majority of the directors elected or then in office.
Under Delaware law, with certain exceptions, a merger,
consolidation, exchange or sale of all or substantially all
the assets of a corporation must be approved by the board
of directors and a majority of the outstanding shares
entitled to vote thereon. Under Delaware law, a
shareholder of a corporation participating in certain major
corporate transactions may, under certain circumstances,
be entitled to appraisal rights pursuant to which such
shareholder may receive cash in the amount of the fair
value of the shares held by such shareholder (as
determined by a court) in lieu of the consideration such
shareholder would otherwise receive in the transaction.
Delaware law also provides that a parent corporation, by
resolution of its board of directors, may merge with any
subsidiary, of which it owns at least 90% of each class of
capital stock without a vote by shareholders of such
subsidiary. Upon any such merger, dissenting shareholders
of the subsidiary would have appraisal rights.
Nomination and removal of directors and filling of
board vacancies are governed by the terms of the
articles of association.
The Companies Act provides for the merger or
consolidation of two or more companies into a single
entity. The legislation makes a distinction between a
“consolidation” and a “merger.” In a consolidation, a
new entity is formed from the combination of each
participating company, and the separate consolidating
parties, as a consequence, cease to exist and are each
stricken by the Registrar of Companies. In a merger, one
company remains as the surviving entity, having in
effect absorbed the other merging party (with the vesting
of the undertaking, property and liabilities of the other
merging party with the surviving company) that then
ceases to exist.
Two or more Cayman Islands companies may merge or
consolidate. Cayman Islands companies may also merge
or consolidate with foreign companies provided that the
laws of the foreign jurisdiction permit such merger or
consolidation.
Under the Companies Act, a written plan of merger or
consolidation shall be approved by the directors of each
constituent company, which then must be authorized by
each constituent company by way of (i) a special
resolution of the members of each such constituent
company; and (ii) such other authorization, if any, as
may be specified in such constituent company’s articles
of association.
Shareholder approval is not required where a parent
company registered in the Cayman Islands seeks to
merge with one or more of its subsidiaries registered in
the Cayman Islands and a copy of the plan of merger is
given to every member of each subsidiary company to
be merged unless that member agrees otherwise.
Secured creditors must consent to the merger although
application can be made to the Grand Court of the
Cayman Islands for such requirement to be waived if
such secured creditor does not grant its consent to the
merger. Where a foreign company wishes to merge with
a Cayman company, consent or approval to the transfer
of any security interest granted by the foreign company
to the resulting Cayman entity in the transaction is
required, unless otherwise released or waived by the
secured party. If the merger plan is approved, it is then
filed with the Cayman Islands Registrar of Companies
along with a declaration by a director of each company.
The Registrar of Companies will then issue a certificate
of merger which shall be prima facie evidence of
compliance with all requirements of the Companies Act
in respect of the merger or consolidation.
The surviving or consolidated entity remains or
becomes active while the other company or companies
are automatically dissolved. Unless the shares of such
shareholder are publicly listed or quoted on the expiry
date of the period allowed for written notice of dissent
to be provided to the Company, dissenting shareholders
in a merger or consolidation of this type are entitled to
payment of the fair value of their shares if such
shareholder provides a written objection before the vote
on such merger or consolidation and subsequently
provides written notice of their decision to dissent
within 20 days immediately following written notice
from the Company to such shareholder of the
authorization for such merger or consolidation. The fair
value of the shares will be determined by the Cayman
Islands court if it cannot be agreed among the parties.
With respect to shares that are listed or quoted, a
shareholder shall have similar rights only if it is required
by the terms of the merger or consolidation to accept for
such shares property other than (i) shares (or depositary
receipts in respect thereof) in the surviving or
consolidated company; (ii) listed or quoted shares (or
depositary receipts in respect thereof) of another
company; (iii) cash in lieu of any fractions of shares or
depositary receipts described at (i) and (ii); or (iv) any
combination of shares, depositary receipts or cash
described in (i)—(iii).
The plan of merger or consolidation must be filed with
the Registrar of Companies in the Cayman Islands
together with a declaration as to the solvency of the
consolidated or surviving company, a declaration as to
the assets and liabilities of each constituent company
and an undertaking that a copy of the certificate of
merger or consolidation will be given to the members
and creditors of each
constituent company and that notification of the merger
and consolidation will be published in the Cayman
Islands Gazette.
Our Articles provide that we may merge or consolidate
with one or more other companies in accordance with
the Companies Act with the approval of a Special
Resolution.
Court approval is not required for a merger or
consolidation effected in compliance with these
statutory procedures.
Cayman companies may also be restructured or
amalgamated under supervision of the Grand Court of
the Cayman Islands by way of a court-sanctioned
“scheme of arrangement.” A scheme of arrangement is
one of several transactional mechanisms available in the
Cayman Islands for achieving a restructuring. Others
include share capital exchange, merger (as described
above), asset acquisition or control, through contractual
arrangements, of an operating business. A scheme of
arrangement must not be beyond the powers of the
company, as stated in the constitutional documents of
the company and also requires the approval of a
majority, in number, of each class of shareholders and
creditors with whom the arrangement is to be made and
who must in addition represent three-fourths in value of
each such class of shareholders or creditors, as the case
may be, that are present and voting either in person or
by proxy at the meeting summoned for that purpose.
The convening of the meetings and subsequently the
terms of the arrangement must be sanctioned by the
Grand Court of the Cayman Islands. While a dissenting
shareholder would have the right to express to the Court
its view that the transaction ought not be approved, the
Court can be expected to approve the scheme of
arrangement if it is satisfied that:
• the statutory provisions as to the required majority
vote have been met;
• the classes which are required to approve the scheme
of arrangement have been properly constituted, so that
the members of such classes are properly and fairly
represented and the statutory majority are acting bona
fide without coercion of the minority to promote
interests adverse to those of the class;
• the meetings held by the company in relation to the
approval of the scheme of arrangement by such classes
have been convened and held in accordance with any
directions given by the Court;
• the scheme of arrangement has been properly
explained to the shareholders or creditors so that they
have been able to exercise an informed vote in respect
of the scheme;
• the scheme of arrangement is one which an intelligent
and honest man, who is a member of the relevant class
and properly acting might approve.
When a takeover offer is made and accepted by holders
of 90% of the shares within four months, the offeror
may, within a two-month period, require the holders of
the remaining shares to transfer such shares on the terms
of the offer. An objection may be made to the Grand
Court of the Cayman Islands but is unlikely to succeed
unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction are thus approved,
any dissenting shareholders would have no rights
comparable to appraisal rights, which would otherwise
ordinarily be available to dissenting shareholders of
United States corporations, providing rights to receive
payment in cash for the judicially determined value of
the shares.
Shareholder Suits
Class actions and derivative actions generally are
The rights of shareholders under Cayman Islands law
available to shareholders under Delaware law for, among
other things, breach of fiduciary duty, corporate waste and
actions not taken in accordance with applicable law. In
such actions, the court generally has discretion to permit
the winning party to recover attorneys’ fees incurred in
connection with such action.
are not as extensive as those under Delaware law. Class
actions are generally not available to shareholders under
Cayman Islands laws; historically, there have not been
any reported instances of such class actions having been
successfully brought before the Cayman Islands courts.
In principle, we will normally be the proper plaintiff in
any claim based on a breach of duty owed to the
Company, and a claim against (for example) the
Company’s officers or directors usually may not be
brought by a shareholder. A derivative action may be
brought by a minority shareholder in only limited
circumstances. In this regard, the Cayman Islands courts
would ordinarily be expected to follow English case law
precedent, which would permit a shareholder to
commence an action in the company’s name to remedy a
wrong done to the company where the act complained
of cannot be ratified by the shareholders and where
control of the company by the wrongdoer results in the
company not pursuing a remedy itself. The case law
shows that derivative actions have been permitted in
respect of acts that are beyond the company’s corporate
power, illegal, where the individual rights of the plaintiff
shareholder have been infringed or are about to be
infringed and acts that are alleged to constitute a “fraud
on the minority.”
Inspection of Corporate
Under Delaware law, shareholders of a Delaware
Records
corporation have the right during normal business hours to
inspect for any proper purpose, and to obtain copies of
list(s) of shareholders and other books and records of the
corporation and its subsidiaries, if any, to the extent the
books and records of such subsidiaries are available to the
corporation.
Except in respect of the inspection of a Company’s
Register of Directors upon payment of a fee at the
Registrar of Companies in the Cayman Islands by any
person, shareholders of a Cayman Islands exempted
company have no general right under Cayman Islands
law to inspect or obtain copies of a list of shareholders
or other corporate records (other than the register of
mortgages or charges) of the company. However, these
rights may be provided in the company’s articles of
association.
Shareholder Proposals
Unless provided in the corporation’s certificate of
incorporation or bylaws, Delaware law does not include a
provision restricting the manner in which shareholders
may bring business before a meeting.
The Companies Act does not provide shareholders any
right to bring business before a meeting or requisition a
general meeting. However, these rights may be provided
in the company’s articles of association. Our Articles do
provide for these rights.
Approval of Corporate Matters
by Written Consent
Delaware law permits shareholders to take action by
written consent signed by the holders of outstanding
shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at
a meeting of shareholders.
The Companies Act allows a special resolution to be
passed in writing if signed by all the voting shareholders
(if authorized by the articles of association).
Our Articles authorize such written consents.
Calling of Special Shareholders
Meetings
Delaware law permits the board of directors or any person
who is authorized under a corporation’s certificate of
incorporation or bylaws to call a special meeting of
shareholders.
The Companies Act does not have provisions governing
the proceedings of shareholders meetings which are
usually provided in the articles of association.
Our Articles allow for shareholders’ meetings to be
convened on the requisition in writing of any
shareholder or shareholders holding at least ten percent
of the paid up voting share capital. Our Articles also
provide that, in the event that our board of directors
does not or cannot convene a general meeting upon the
duly delivered requisition of any shareholder or
shareholders (as described above), the requisitionists
themselves may convene the general meeting in the
same manner, as nearly as possible, as that in which
general meetings may be convened by the Directors, and
all reasonable expenses incurred by the requisitionists as
a result of the failure of the Directors to convene the
general meeting shall be reimbursed to them by us.
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
JPMorgan Chase Bank, N.A., or JPMorgan, as depositary will issue the ADSs in connection with an offering. Each ADS will represent an ownership
interest in a designated number of our ordinary shares which we will deposit with the depositary or the custodian, as agent of the depositary, under the
deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other
property deposited with the depositary but which have not distributed directly to you. Unless certificated ADRs are specifically requested by you, all ADSs
will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in
such ADSs. In our description, references to ADRs shall include the statements you will receive which reflect your ownership of ADSs.
The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY, 10179.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered
in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through
your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder
described in this section. You should consult with your broker or financial institution to find out what those procedures are.
As an ADR holder, we will not treat you as a shareholder of ours and you will not have any direct shareholder rights. Because the depositary or its nominee
will be the shareholder of record for the ordinary shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights
are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all holders from
time to time of ADRs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement.
Because the depositary or its nominee will actually be the registered owner of the ordinary shares, you must rely on it to exercise the rights of a shareholder
on your behalf. The deposit agreement and the ADSs are governed by New York law. However, our obligations to the holders of ordinary shares will
continue to be governed by the Cayman Islands, which may be different from the laws of the United States. Under the deposit agreement, as an ADR
holder, you agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the
ADSs, the ADRs or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably
waive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such courts
in any such suit, action or proceeding.
The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not
contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the
form of ADR which contains the terms of your ADSs.
Share Dividends and Other Distributions
How will I receive dividends and other distributions on the ordinary shares underlying my ADSs? We may make various types of distributions with
respect to our securities. The depositary has agreed that, to the extent practicable, it will distribute to you the cash dividends or other distributions it or the
custodian receives on ordinary shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion
may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a
division, branch or affiliate of JPMorgan to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such
division, branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You
will receive these distributions in proportion to the number of underlying securities that your ADSs represent.
Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:
•
Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net
proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to
(i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered
ADR holders, and (iii)
deduction of the depositary’s and/or its agents’ fees and expenses in (1) converting any foreign currency to U.S. dollars to the extent that it
determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by
such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3)
obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a
reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If
exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the
distribution.
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•
Shares. In the case of a dividend or free distribution in ordinary shares, the depositary will issue additional ADRs to evidence the number of
ADSs representing such ordinary shares. Only whole ADSs will be issued. Any ordinary shares which would result in fractional ADSs will
be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
Rights to receive additional ordinary shares. In the case of a distribution of rights to subscribe for additional ordinary shares or other rights,
if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants
or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the
depositary may:
(i)
Sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or
(ii)
(If it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short
duration or otherwise, do nothing, in which case ADR holders will receive nothing and the rights may lapse.
Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such
securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property
not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.
If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADR holder, the
depositary may choose any method of distribution that it deems practicable, including the distribution of foreign currency, securities or property, or it may
retain such items, without liability for interest thereon or investment thereof, on behalf of the ADR holder as deposited securities, in which case the ADSs
will also represent the retained items.
Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without
liability and dealt with by the depositary in accordance with its then current practices.
The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other
securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities will
be handled by the depositary in accordance with its then current policies, which are currently set forth in the “Depositary Receipt Sale and Purchase of
Security” section of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which are not incorporated into this exhibit and which
the depositary shall be solely responsible for.
Deposit, Withdrawal and Cancellation
How does the depositary issue ADSs? Subject to any restrictions on deposit provided for under the laws of the Cayman Islands and the deposit agreement,
the depositary will issue ADSs against the deposit of: (i) ordinary shares in registered form, validly issued and outstanding; (ii) rights to receive ordinary
shares from us or any registrar, transfer agent, clearing agent or other entity recording share ownership or transactions, subject in each case to payment of
the fees and expenses owing to the depositary in connection with such issuance.
Ordinary shares deposited in the future with the custodian must be accompanied by certain documents, including Share certificates, and a certified share
extract, reflecting the registration of the shares in the name of JPMorgan, as depositary for the benefit of holders of ADRs or in such other name as the
depositary shall direct, a delivery order directing the depositary to issue ADSs to, or upon the written order of, the person designated in such order,
instruments assigning to the custodian, the depositary or the nominee of either of them any distribution on the ordinary shares so deposited or indemnity
therefor, and proxies entitling the custodian to vote the deposited ordinary shares.
The custodian will hold all deposited ordinary shares for the account and to the order of the depositary for the benefit of holders of ADRs. ADR holders
thus have no direct ownership interest in the ordinary shares and only have such rights as are contained in the deposit agreement. The custodian will also
hold any additional securities, property and cash received on or in substitution for the deposited ordinary shares. The deposited ordinary shares and any
such additional items are referred to as “deposited securities.”
Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement,
including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in
the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will,
unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements
from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through
the depositary’s direct registration system and that a certificated ADR be issued.
How do ADR holders cancel an ADS and obtain deposited securities? In accordance with the deposit agreement and subject to the requirements of the
laws of the Cayman Islands, an ADR holder may request the depositary to withdraw from the depositary receipt facility created by the deposit agreement
the ordinary shares represented by such holder’s ADRs and transfer such ordinary shares to such holder or, upon the written order of any person designated
in such ADR holder’s written order, upon surrender of (a) a certificated ADR in a form satisfactory to the depositary or (b) proper instructions and
documentation in the case of an ADR issued through the depositary’s direct registration system, as the case may be, then an ADR holder hereof is entitled
to delivery at, or to the extent in dematerialized form from, the custodian’s office of the deposited securities at the time represented by the ADSs evidenced
by this ADR. At the request, risk and expense of the holder hereof, the depositary may deliver such deposited securities at such other place as may have
been requested by the holder.
The depositary may only restrict the withdrawal of deposited securities in connection with:
temporary delays caused by closing our transfer books or those of the depositary or the deposit of ordinary shares in connection with voting
at a shareholders’ meeting, or the payment of dividends;
the payment of fees, taxes and similar charges; or
compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.
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Record Dates
The depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to any
corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):
•
•
•
•
to receive any distribution on or in respect of deposited securities,
to give instructions for the exercise of voting rights,
to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the deposit
agreement, or
to receive any notice or to act or be obligated in respect of other matters,
all subject to the provisions of the deposit agreement.
Voting Rights
How do I vote? If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to
exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receipt from us of notice of any meeting at which the
holders of shares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the depositary shall fix the ADS record date in
accordance with the provisions of the deposit agreement. The depositary shall, if we request in writing in a timely manner at least 30 days prior to the date
of such vote or meeting and at our expense and provided no legal prohibitions exist, distribute to the registered ADR holders a notice stating final
information particular to the voting materials received by the depositary and describing how you may instruct, or, subject to the next paragraph, will be
deemed to instruct, the depositary to exercise the voting rights for the shares which underlie your ADSs, including instructions for giving a discretionary
proxy to a person designated by us. Each ADR holder shall be solely responsible for the forwarding of voting notices to the beneficial owners of ADSs
registered in such holder’s name. In accordance with our memorandum and articles of association, a shareholder may not exercise its own vote or by proxy
on behalf of another shareholder of the company in respect of any contract or proposed contract or arrangement if such shareholder may be interested
therein. Accordingly, no ADR holder shall instruct the depositary to vote on its behalf on any matter to be considered at the relevant meeting in respect of
which such holder is interested.
To the extent we have provided the depositary with at least 35 days’ notice of a proposed meeting, the notice will be received by all ADR holders and
beneficial owners no less than 10 days prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and the depositary does not
receive instructions on a particular agenda item from a ADR holder (including, without limitation, any entity or entities acting on behalf of the nominee for
The Depository Trust Company) in a timely manner, such holder shall be deemed, and in the deposit agreement the depositary is instructed to deem such
holder, to have instructed the depositary to give a discretionary proxy for such agenda item(s) to a person designated by us to vote the shares represented by
their ADSs for which actual instructions were not so given by all such ADR holders on such agenda item(s), provided that no such instruction shall be
deemed given and no discretionary proxy shall be given unless (1) we inform the depositary in writing that (a) we wish such proxy to be given with respect
to such agenda item(s), (b) there is no substantial opposition existing with respect to such agenda item(s) and (c) such agenda item(s), if approved, would
not materially or adversely affect the rights of holders of shares and (2) we have provided the depositary with an opinion of our counsel, in form and
substance satisfactory to the depositary, confirming that (a) the granting of such discretionary proxy does not subject the depositary to any reporting
obligations in the Cayman Islands, (b) the granting of such proxy will not result in a violation of Cayman Island laws, rules, regulations or permits, (c) the
voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Islands laws, rules and regulations, and (d) the
granting of such discretionary proxy will not under any circumstances result in the ADSs being treated as assets of the depositary under Cayman Island
laws, rules or regulations.
Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the ADR department
of the depositary that is responsible for proxies and voting must receive them in the manner and on or before the time specified, notwithstanding that such
instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion.
Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is
cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited
by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the
depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders
of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such
materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their
ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
We have advised the depositary that under the Cayman Islands law and our memorandum and articles of association, voting at any meeting of our
shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on
any resolution or matter is conducted on a show of hands basis in accordance with the memorandum and articles of association, the depositary will refrain
from voting and the voting instructions received
by the depositary from holders shall lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders
of ADSs.
Reports and Other Communications
Will ADR holders be able to view our reports? The depositary will make available for inspection by ADR holders at the offices of the depositary and the
custodian, or upon request made to the depositary (which request may be refused by the depositary at its discretion), the deposit agreement, the provisions
of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of
deposited securities and made generally available to the holders of deposited securities.
Additionally, if we make any written communications generally available to holders of our ordinary shares, and we furnish copies thereof (or English
translations or summaries) to the depositary, it will distribute the same to registered ADR holders.
Fees and Expenses
What fees and expenses will I be responsible for paying? The depositary may charge each person to whom ADSs are issued, including, without limitation,
issuances against deposits of ordinary shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock
dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or
deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other
reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell
(by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distributions prior to such deposit
to pay such charge.
The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs
and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split declared by us or an exchange of stock
regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:
•
•
•
•
•
•
a fee of up to $0.05 per ADS upon which any cash distribution made pursuant to the deposit agreement;
an aggregate fee of $0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering
the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the
record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next
succeeding provision);
a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without
limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control
regulations or any law or regulation relating to foreign investment) in connection with the servicing of the ordinary shares or other
deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or
otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges
shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable at
the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other
cash distributions);
a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the
$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such
securities (treating all such securities as if they were ordinary shares) but which securities or the net cash proceeds from the sale thereof are
instead distributed by the depositary to those ADR holders entitled thereto;
stock transfer or other taxes and other governmental charges;
SWIFT, cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of
shares, ADRs or deposited securities;
•
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transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or
withdrawal of deposited securities; and
fees of any division, branch or affiliate of JPMorgan utilized to direct, manage and/or execute any public and/or private sale of securities
under the deposit agreement.
Foreign Exchange Related Matters. To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other
cash distributions and other corporate actions, the depositary may engage the foreign exchange desk within JPMorgan and/or its affiliates in order to enter
into spot foreign exchange transactions to convert foreign currency into U.S. dollars, or FX Transactions. For certain currencies, FX Transactions are
entered into with JPMorgan or an affiliate, as the case may be, acting in a principal capacity. For other currencies, FX Transactions are routed directly to
and managed by an unaffiliated local custodian (or other third party local liquidity provider), and neither the JPMorgan nor any of its affiliates is a party to
such FX Transactions.
The foreign exchange rate applied to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party local
liquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate and spread, if any, apply to
such currency on the “Disclosure” page (or successor page) of www.adr.com. Such applicable foreign exchange rate and spread may (and neither the
depositary, JPMorgan nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and spreads at which comparable
transactions are entered into with other customers or the range of foreign exchange rates and spreads at which JPMorgan or any of its affiliates enters into
foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Additionally, the timing of execution of an FX Transaction
varies according to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other
factors. Furthermore, JPMorgan and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without
regard to the impact of such activities on us, the depositary, holders or beneficial owners. The spread applied does not reflect any gains or losses that may
be earned or incurred by JPMorgan and its affiliates as a result of risk management or other hedging related activity.
Notwithstanding the foregoing, to the extent we provide U.S. dollars to the depositary, neither JPMorgan nor any of its affiliates will execute an FX
Transaction as set forth herein. In such case, the depositary will distribute the U.S. dollars received from us.
We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to
time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary. The
right of the depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the deposit agreement.
The depositary anticipates reimbursing us for certain expenses incurred by us that are related to the establishment and maintenance of the ADR program
upon such terms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set amount or a portion
of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time
to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the
purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees
from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary
services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for
them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment
owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and
expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are
due in advance and/or when declared owing by the depositary.
Payment of Taxes
If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary
with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental
charge shall be paid by the ADR holders to the depositary and by
holding or having held an ADR or any ADSs evidenced thereby, the holder and all beneficial owners thereof and all prior holders and beneficial owners
holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect of such tax or other
governmental charge. Each Holder of this ADR and beneficial owner of the ADSs evidenced thereby, and each prior holder and beneficial owner and
thereof, or collectively, the Tax Indemnitors, by holding or having held an ADR or an interest in ADSs, acknowledges and agrees that the depositary shall
have the right to seek payment of amounts owing with respect to this ADR from any one or more Tax Indemnitor(s) as determined by the depositary in its
sole discretion, without any obligation to seek payment from any other Tax Indemnitor(s). If an ADR holder owes any tax or other governmental charge,
the depositary may (i) deduct the amount thereof from any distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount
owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the
depositary may also refuse to effect any registration, registration of transfer, split-up or combination of ADRs or withdrawal of deposited securities until
such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount
required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private
sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and shall distribute any remaining net
proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.
Notwithstanding the above, we will pay all stamp duties and other similar duties or taxes payable in the Cayman Islands, Singapore, the United States of
America and any other jurisdiction, on or in connection with the constitution and issue of the ADSs and the execution or other event concerning the deposit
agreement. If any legal proceedings are taken to enforce our obligations under the deposit agreement or the ADSs and for the purpose of such proceedings
any of them are required to be taken into or enforced in any jurisdiction and stamp duties or other similar duties or taxes become payable in connection
with such proceedings in such jurisdiction, the ADR holders will pay (or reimburse the person making a valid payment of) all such stamp duties and other
similar duties and taxes, including any penalties and interest, unless otherwise ordered by a court of competent jurisdiction in such proceedings. The
depositary may sell any deposited securities and cancel ADSs with respect thereof in order to pay any such stamp duties or other similar duties or taxes
owed under the deposit agreement by ADR holders without the depositary being required to request payment thereof from the ADR holders.
Each holder and beneficial owner agrees to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees,
agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax,
penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained, and such obligations of the
holders and beneficial owners shall survive the transfer of ADSs, any surrender of ADSs and withdrawal of deposited securities and any termination of the
deposit agreement.
Reclassifications, Recapitalizations and Mergers
If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other
reclassification of deposited securities or (ii) any distributions of ordinary shares or other property not made to holders of ADRs or (iii) any
recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the
depositary may choose to, and shall if reasonably requested by us:
(1)
amend the form of ADR;
(2) distribute additional or amended ADRs;
(3) distribute cash, securities or other property it has received in connection with such actions;
(4)
sell by public or private sale any securities or property received; or
(5) none of the above.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited
securities and each ADS will then represent a proportionate interest in such property.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders or beneficial owners
must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other
governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that
otherwise prejudices any substantial existing right of ADR holders or beneficial owners. Such notice need not describe in detail the specific amendments
effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs
after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Any
amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the ADSs to be registered on Form F-6
under the Securities Act or (b) the ADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase
any fees or charges to be borne by ADR holders, shall be deemed not to prejudice any substantial rights of ADR holders or beneficial owners.
Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment
or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit
agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement may take effect before a
notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and
receive the underlying securities, except in order to comply with mandatory provisions of applicable law.
How may the deposit agreement be terminated?
The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination the registered
holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as
depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor
depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the
deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not
be operating under the deposit agreement on the 60th day after our notice of removal was first provided to the depositary. Notwithstanding anything to the
contrary in the deposit agreement without notice to us, the depositary may terminate the deposit agreement without notice to us, but subject to giving 30
days’ notice to the ADR holders, if: (i) we become bankrupt or insolvent, (ii) we effect (or will effect) a redemption of all or substantially all of the
deposited securities, or a cash or share distribution representing a return of all or substantially all of the value of the deposited securities, or (iii) there
occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of
deposited securities.
After termination, the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its
nominees shall thereafter be a holder. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a holder, the
depositary shall (a) instruct its custodian to deliver all deposited securities to us along with a general stock power that refers to the names set forth on the
ADR Register and (b) provide us with a copy of the ADR Register. Upon receipt of such deposited securities and the ADR Register, we shall use our best
efforts to issue to each holder a share certificate representing the shares represented by the ADSs reflected on the ADR Register in such holder’s name and
to deliver such share certificate to the holder at the address set forth on the ADR Register. After providing such instruction to the custodian and delivering a
copy of the ADR Register to us, the depositary and its agents shall have no further obligations.
Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs. Prior to the issue, registration,
registration of transfer, split-up, combination, or withdrawal of any ADRs, or the delivery of
any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian
may require:
•
•
•
payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in
effect for the registration of transfers of ordinary shares or other deposited securities upon any applicable register and (iii) any applicable
fees and expenses described in the deposit agreement;
the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information,
including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities,
compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the
ADRs, as it may deem necessary or proper; and
compliance with such regulthations as the depositary may establish consistent with the deposit agreement.
The issuance of ADRs, the acceptance of deposits of ordinary shares, the registration, registration of transfer, split-up or combination of ADRs or the
withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or
when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following
circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of ordinary shares in connection
with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws
or governmental regulations relating to ADRs or to the withdrawal of deposited securities.
The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective directors, officers, employees, agents
and affiliates, provided, however, that no disclaimer of liability under the Securities Act is intended by any of the limitations of liabilities provisions of the
deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any such other party will be liable to holders or beneficial
owners if:
•
•
•
•
any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, Singapore or any other country or
jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions
of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization,
expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance
beyond our, the depositary’s or any such other party’s direct and immediate control shall prevent or delay, or shall cause any of them to be
subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or
performed by us, the depositary or such other party (including, without limitation, voting);
by reason of any non-performance or delay, caused in the performance of any act or things which by the terms of the deposit agreement it is
provided shall or may be done or performed or it exercises or fails to exercise discretion under the deposit agreement or the ADRs
including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;
it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct and the depositary shall
not be a fiduciary or have any fiduciary duty to holders or beneficial owners; or
iIt takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any
person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give
such advice or information, or in the case of the depositary only, from us.
We and the depositary and its agents may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed
by it to be genuine and to have been signed, presented or given by the proper party or parties.
Neither we, the depositary nor our respective agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of
any deposited securities or the ADRs which in its opinion may involve it in expense or liability, if indemnity satisfactory to it against all expense (including
fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all
demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs,
any ADRs
or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority,
including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be
liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary
shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of
JPMorgan. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall
incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any holder has incurred
liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii)
failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the
jurisdiction in which the custodian is located. The depositary shall not have any liability for the price received in connection with any sale of securities, the
timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on
the part of the party so retained in connection with any such sale or proposed sale.
The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of the laws, rules or regulations
of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, or any
changes therein or thereto.
Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder or beneficial owner of ADRs to obtain the
benefits of credits or refunds of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we nor the depositary shall incur
any liability for any tax or tax consequences that may be incurred by registered holders or beneficial owners on account of their ownership of ADRs or
ADSs.
Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner
in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any
approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any
information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk
associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third
party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not
be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection
with any matter arising wholly after the removal or resignation of the depositary.
Neither we, the depositary nor any of our respective directors, officers, employees, agents or affiliates, nor our company’s supervisors, shall be liable to
registered holders or beneficial owners for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses)
or lost profits, in each case of any form incurred by any person or entity (including, without limitation, holders and beneficial owners), whether or not
foreseeable and regardless of the type of action in which such a claim may be brought.
In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in ADRs)
irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the
depositary and/or us directly or indirectly arising out of or relating to the ordinary shares or other deposited securities, the ADSs or the ADRs, the deposit
agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory).
The depositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADRs.
Disclosure of Interest in ADSs
To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of, or
interests in, deposited securities, other ordinary shares and other securities and may provide for blocking transfer, voting or other rights to enforce such
disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions
we may provide in respect thereof.
Each ADR holder agrees to comply with requests from us pursuant to the laws, rules and regulations of the Cayman Islands, and Singapore, as well as the
rules and regulations of any stock exchange on which the ordinary shares may hereinafter be registered, traded or listed to provide information, inter alia, as
to the capacity in which such ADR holder owns ADRs (and ordinary shares as the case may be) and regarding the identity of any other person interested in
such ADRs and the nature of such interest.
Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall
include the depositary’s direct registration system. Registered holders of ADRs may inspect such register at the depositary’s office at all reasonable times,
but for the purpose of communicating with other ADR holders in the interest of the business of our company or a matter relating to the deposit agreement.
Such register may be closed at any time or from time to time, when deemed expedient by the depositary.
The depositary will maintain facilities for the delivery and receipt of ADRs.
Appointment
In the deposit agreement, each registered holder of ADRs and each beneficial owner, upon acceptance of any ADSs or ADRs (or any interest in any of
them) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:
•
•
•
be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs,
appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in
the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to
take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit
agreement and the applicable ADR or ADRs, the taking of such actions to be the conclusive determinant of the necessity and
appropriateness thereof, and
acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture among the
parties thereto nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions, branches and affiliates,
and their respective agents, may from time to time be in the possession of non-public information about us, holders, beneficial owners
and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may at any time have multiple banking
relationships with us, holders, beneficial owners and/or the affiliates of any of them, (iv) the depositary and its divisions, branches and
affiliates may, from time to time, be engaged in transactions in which parties adverse to us or the holders or beneficial owners may have
interests, (v) nothing contained in the deposit agreement or any ADR(s) shall (A) preclude the depositary or any of its divisions, branches or
affiliates from engaging in such transactions or establishing or maintaining such relationships, or (B) obligate the depositary or any of its
divisions, branches or affiliates to disclose such transactions or relationships or to account for any profit made or payment received in such
transactions or relationships, (vi) the depositary shall not be deemed to have knowledge of any information held by any branch, division or
affiliate of the depositary and (vii) notice to a holder shall be deemed, for all purposes of the deposit agreement, to constitute notice to any
and all beneficial owners of the ADSs evidenced by such holder’s ADRs.
Governing Law, Submission to Jurisdiction and Arbitration
The deposit agreement, the ADSs and the ADRs are governed by and construed in accordance with the laws of the State of New York without giving effect
to the application of the conflict of law principles thereof. In the deposit agreement, we have submitted to the jurisdiction of the state and federal courts of
the State of New York and appointed an agent for service of process on our behalf. Notwithstanding the foregoing, subject to the terms described below,
including the federal securities law carve-out set forth at the end of this sentence, (i) the depositary may refer any such suit, action or proceedings to
arbitration in accordance with the provisions of the deposit agreement, and, upon such referral, any such suit, action or proceeding instituted by us shall be
finally decided in such arbitration rather than in such court, (ii) the depositary may, in its sole discretion, elect to institute any dispute, suit, action,
controversy, claim or proceeding directly or indirectly based on, arising out of or relating to the deposit agreement or the ADRs or the transactions
contemplated thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against
any other party or parties to the deposit agreement (including, without limitation, against ADR holders and beneficial owners), by having the matter
referred to and finally resolved by an arbitration conducted under the terms described below, and (iii) the depositary may in its sole discretion require that
any dispute, suit, action, controversy, claim, or proceeding of the type described in clause (ii) above, brought against the depositary by any party or parties
to the deposit agreement (including, without limitation, by ADR holders and beneficial owners ), shall be referred to and finally settled by an arbitration
conducted under the terms described below; provided however, that to the extent there are specific federal securities law violation aspects to any disputes
against us and/or the depositary brought by any ADR holder or beneficial owner, the federal securities law violation aspects of such disputes brought by an
ADR holder and/or beneficial owner against us and/or the depositary may, at the option of such holder, remain in state or federal court in New York, New
York and all other aspects, claims, disputes, legal suits, actions and/or proceedings brought by such holder against us and/or the depositary, including those
brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance with the provisions of the
deposit agreement. Any such arbitration shall be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law with the
Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English.
Notwithstanding the foregoing, any suit, action or proceeding based on the deposit agreement, the ADSs or the ADRs or the transactions contemplated
thereby may be instituted by the depositary in any competent court in the Cayman Islands, Singapore and/or the United States.
By holding an ADS or an interest therein, registered holders of ADRs and beneficial owners each irrevocably agree that subject to the depositary’s rights,
(i) any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs or the ADRs
or the transactions contemplated herein, therein or hereby may only be instituted in a state or federal court in New York, New York, and each irrevocably
waives any objection which it may have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED BECAUSE THE REGISTRANT
HAS DETERMINED THE INFORMATION IS NOT MATERIAL AND IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL.
Exhibit 4.17
COLLABORATIVE DEVELOPMENT & COMMERCIALISATION
AGREEMENT RELATING TO EBLASAKIMAB IN JAPAN
BETWEEN
ASLAN Pharmaceu cals Pte. Ltd.
AND
Zenyaku Kogyo Co., Ltd.
Dated: 22nd June 2023
THIS AGREEMENT (“Agreement”) is made on 22nd June 2023
BETWEEN:-
ASLAN Pharmaceu cals Pte. Ltd. (“ASLAN”), incorporated and registered in Singapore with company number 201007695N, having
its principal offices at 3 Temasek Avenue, Level 18, Centennial Tower, Singapore 039190; and
Zenyaku Kogyo Co., Ltd. (“ZENYAKU”), incorporated and registered in Japan, having its principal offices at 6-15, Otsuka 5-Chome,
Bunkyo-ku, Tokyo, 112-8650, Japan.
WHEREAS:-
(A) ASLAN is a pharmaceu cal company that is engaged in the research, development and Commercialisa on of therapeu cs
for trea ng disease in humans. ASLAN owns and/or has exclusive rights to certain patent rights and technology rela ng to
the Product (capitalized terms as defined below).
(B) ASLAN desires to ensure that the clinical development and Commercialisa on of the Product is achieved as promptly as
possible and wishes to collaborate with a partner capable of realizing promptly the commercial poten al of the Product in
the Territory and within the Field.
(C) ASLAN desires to share costs for the clinical development and Commercialisa on of the Product.
(D) ZENYAKU possesses pharmaceu cal development and Commercialisa on capabili es in the Field, and desires to enter into
an agreement to enable the Development and Commercialisa on of the Product in the Territory and within the Field.
(E) Now, therefore, in considera on of the premises and mutual covenants herein contained, and for other good and valuable
considera on, the receipt and sufficiency of which are hereby acknowledged, the Par es hereto agree as follows:
A. DEFINITIONS AND INTERPRETATION
1. Defini ons and Interpreta on
1.1.
The defini ons and rules of interpreta on in this clause apply in this Agreement:
“Affiliate” means, with respect to a legal en ty, any corpora on or other en ty which directly or indirectly Controls, is Controlled by
or is under common Control with, such en ty.
“Annual Net Sales” means total Net Sales in the Territory in a given calendar year (that is, the period from 1 January to 31
December).
“An body” means the an -IL13Rα1 monoclonal an body with the generic name eblasakimab also known as ASLAN004 which has
the amino acid sequence set out in Schedule 1, and any an gen binding fragments thereof, and includes any post-transla onal
modifica ons of such an body or an gen binding fragments.
“An body Know-How” means the ASLAN Know-How and the ASLAN In-Licensed Know-How as the same are listed in Schedule 2,
together with ASLAN’s interest in any Improvements which are not patented.
“An body Patents” means the ASLAN Patents and the ASLAN In-licensed Patents as the same are listed in Schedule 3.
“An body Technology” shall mean the An body Patents and the An body Know-How, including any right, tle and interest in any
Improvements Controlled by or assigned to ASLAN pursuant to any term of this Agreement.
“ASLAN Development Plan” means the workplan with respect to the Development of Products by ASLAN, its licensees or successors
in tle to ASLAN outside the Territory within the Field, the ini al version of which is set out in Schedule 4.
“ASLAN In-licensed Know-How” means all results, data, know-how, an bodies, compounds, processes, discoveries, formula ons,
materials, inven ons, techniques or proprietary confiden al informa on which:
a)
b)
are necessary or useful for researching, developing, applying for and obtaining Marke ng Approvals or licences in respect
of, marke ng or selling Products; and
are licensed to ASLAN as at the date of the Agreement or during the Term,
and in respect of which, and to the extent that, ASLAN is expressly en tled to grant a sub-licence of such know-how, and it relates to
the Development and/or Commercialisa on of Products.
“ASLAN In-licensed Patents” means patents and patent applica ons listed in Schedule 3 part (i) and licensed to ASLAN as at the
date of the Agreement together with any addi onal patents and patent applica ons licensed to ASLAN during the Term, in respect
of which, and to the extent that, ASLAN is expressly en tled to grant sub-licences of the same, and they relate to the Development
and/or Commercialisa on of Products.
“ASLAN Know-How” shall mean all results, data, know-how, an bodies, compounds, processes, discoveries, formula ons, materials,
inven ons, techniques or proprietary confiden al informa on which:
a)
b)
are necessary or useful for researching, developing, applying for and obtaining Marke ng Approvals or licences in respect
of, marke ng or selling Products; and
are Controlled by ASLAN as at the date of this Agreement.
“ASLAN Patents” shall mean the patents and patent applica ons owned, jointly Controlled by ASLAN and listed in Schedule 3 parts
(ii) and (iii), and, if requested by Zenyaku, any other patents and patent applica ons pertaining to Products that are owned or jointly
Controlled by ASLAN from me to me during the Term covering the Territory.
“Base Royalty Rate” shall be as defined in clause 6.5.
“Biosimilar” shall mean any biological product: (i) characterized by the same amino acid sequence and similar post-transla onal
modifica ons as an approved reference product which has received Marke ng Approval in the Territory; (ii) for which any
differences between it and such reference product do not result in any clinically meaningful differences in its safety, purity or
potency as compared to such reference product; and (iii) for which Marke ng Approval is expected to be sought or obtained based
on the prior knowledge of such reference product under the regulatory pathway for biosimilars in the Territory, namely the
“Guidelines for the Quality, Safety and Efficacy Assurance of follow-on biologics” (Yakushoku shinsahatsu 0304007 / March 4, 2009).
“Business Day” means a day that is not a Saturday, Sunday, December 29th to January 3rd or public holiday in Singapore or Japan.
“Claim” means, in rela on to a person, a demand, claim, ac on or proceeding made or brought by or against the person, however
arising.
“Commercialise” means, use, apply for Marke ng Approvals, import, sell, have sold, market or distribute.
“Commercialisa on Commencement Date” shall mean the date when ZENYAKU first receives a Marke ng Approval for Products in
the Territory, should this occur.
“Commercialisa on Period” shall mean the period commencing on the Commercialisa on Commencement Date and, unless
terminated earlier pursuant to the terms of this Agreement, expiring upon expira on of the respec ve Royalty Term in the Territory.
“Commercialisa on Plan” means the plan for the Commercialisa on of each Product in the Territory.
“Commercially Reasonable Efforts” shall mean [***].
“Compe ng Product” means [***].
“Confiden al Informa on” has the meaning given to it in clause 13.1.
“Control” shall mean:
•
•
in rela on to a legal en ty, the possession, directly or indirectly, of more than 50% of the issued shares in that en ty or the
power to direct, or cause the direc on of, the management or policies of that en ty, whether through the ownership of
vo ng securi es, by contract or otherwise; and
in rela on to Intellectual Property, possession of the ability to independently grant the licences or sub-licences as provided
herein without viola ng the terms of any agreement or other arrangements with any Third Party.
“CSL Head Licence Agreement” means a licence agreement between ASLAN and CSL Limited ("CSL”) dated 12th May 2014, as
amended and restated 31st May 2019, which granted exclusive worldwide rights over
the An body to ASLAN, a full copy of which has been provided to ZENYAKU prior to the Effec ve Date. The term ‘CSL Head Licence
Agreement’ shall also be deemed to refer to such licence as modified by any subsequent mutually agreed amendments to the same
a er the Effec ve Date, and ASLAN undertakes to provide full copies of all such amendments to ZENYAKU.
“Development” shall mean the ac vi es to be performed for the purpose (directly or indirectly) of obtaining Marke ng Approvals
for any indica ons of Products, including without limita on importa on of supplies of Product in an cipa on of obtaining such
Marke ng Approval.
“Development Data” shall mean, with respect to a Product, (i) all data from clinical trials of such Product; and (ii) all research data,
preclinical data, manufacturing data and other informa on, in each case that are generated by or under authority of the Party
carrying out the Development with respect to such Product, and which is necessary or useful to obtain Marke ng Approval for the
Product in the Territory. For such purposes, “Development Data” shall include (1) raw data, study protocols, study results, analy cal
methodologies, manufacturing processes, materials lists, batch records, vendor informa on, valida on documenta on, and the like,
(2) regulatory filings, documenta on, correspondence and adverse event data, and (3) expert opinions, analyses, reports and the
like, rela ng to the data, including in each case electronic informa on and databases embodying such data.
“Development Milestone Payments” means payments by way of lump sum reimbursement of part ASLAN’s research and
development costs to date in rela on to Development of the An body, payable condi onal upon the occurrence of certain events as
set out in clause 3.3.
“EASI” means the Eczema Area and Severity Index, a generally recognized score used to measure the severity and extent of atopic
derma s which measures erythema, infiltra on, excoria on and lichenifica on on four anatomic regions of the body: head, trunk,
upper and lower extremi es.
“Effec ve Date” shall mean the first date this Agreement is signed by both the Par es.
“Effec ve Royalty Rate” shall be as defined in clause 6.5.
“Field” shall mean the treatment, preven on or pallia on of human diseases.
“First Commercial Sale” means the first commercial sale of a Product in the Field in the Territory by ZENYAKU or its Affiliates,
subject to clause 3.7. Sales of a Product by and between ZENYAKU and its Affiliates shall not cons tute a First Commercial Sale.
“Improvement” shall mean any inven on, discovery, new finding, development or modifica on with respect to a Product, whether
or not patentable, that is conceived, reduced to prac ce, discovered, developed or otherwise at any me in the course of and as a
result of the conduct of the ac vi es contemplated by this Agreement, which is reasonably useful for the exploita on of a Product,
including any enhancement in the efficiency, opera on, manufacture, cost of manufacture, ingredients, prepara on, presenta on,
formula on, means of delivery or dosage, use, or methods of use or packaging of such Product, any discovery or development of
any new or expanded indica ons for the An body or a
Product, and/or any discovery or development that improves the stability, safety or efficacy of the An body or a Product.
“Ini al Indica on” means atopic derma s.
“Ini al Payment” means the non-refundable payment, being a reimbursement of part of ASLAN research and development costs to
date in rela on to Development of the An body, and payable in accordance with clause 3.1.
“Intellectual Property” (or “IP”) shall mean any patents, rights to inven ons, registered designs, copyright and related rights,
database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets,
confiden al informa on, rights in unpatented know-how, and any other intellectual or industrial property rights of any nature
including all applica ons (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or
forms of protec on which subsist or will subsist now or in the future in any part of the world.
“Joint Steering Commi ee" (or “JSC”) shall mean the commi ee established under clause 9.
“Liabili es” means Claims, losses, liabili es, costs, expenses or damage of any kind and however arising, including inves ga ve
costs, court costs, legal fees, penal es, fines and interest and amounts paid in se lement.
“Marke ng Approval” means any approval, cer fica on or authorisa on granted by the Ministry of Health, Labor and Welfare
(“MHLW”) or (as applicable) other na onal or regional regulatory authori es that enables such products to be marketed, imported,
supplied and sold inside or outside the Territory.
“Net Sales” means the gross amounts received by ZENYAKU, its Affiliates and sublicensees, and their affiliates and sublicensees (as
applicable, “Selling Party”), for Products sold by such Selling Party under this Agreement, in arm’s length sales to Third Par es, less:
(a) customary trade, quan ty or prompt se lement discounts (including chargebacks and allowances) actually allowed;
(b) amounts repaid or credited by reason of rejec on, returns or recalls of goods;
(c) mandatory rebates and similar payments made with respect to sales paid for by any governmental or Regulatory Authority;
(d) sales, excise, turnover, inventory, value-added, indirect and any other tax of a similar nature assessed on the sale of
Products, as well as customs du es, customs levies and import fees imposed on the sale, importa on, use or distribu on
of Products; but only to the extent that such items are included in the gross invoice price of that Product and actually
borne by the Selling Party without reimbursement from any Third Party; and
(e) any other similar and customary deduc ons, provided that such discounts and deduc ons are consistent with generally
accepted interna onal accoun ng principles that the Selling Party customarily apply with respect to its own por olio of
similar market poten al at a similar stage in development or product life in the Field and that such discounts and
deduc ons given are commercially reasonable, product specific and are given in the interest of increasing overall
revenues of the Products.
For the avoidance of doubt, with respect to the deduc ons specified in subsec ons (a) through (e) above, an amount shall be
deducted only once regardless of how many categories may apply to it. Without limita on, Net Sales includes sale or disposal of
Products in exchange for anything of value in lieu of cash. A sale shall be deemed to have occurred for a price assessed on the value
of whatever considera on has been provided in exchange for the supply. For purposes of calcula ng Net Sales of Products, sales
between or among ZENYAKU or its Affiliates or sublicensees shall be excluded from the computa on of Net Sales, but sales by
ZENYAKU or its Affiliates or its sublicensees to Third Par es shall be included in the computa on of Net Sales.
“NHI Price” shall the official price set by the MHLW for prescrip on drugs.
“Party” shall mean a party to this Agreement.
“Product” means one or more pharmaceu cal products containing the An body as the sole ac ve ingredient or in combina on with
one or more other ac ve ingredients, subject to clause 3.7.
“Quarter” means the three calendar month periods commencing respec vely on 1 January, 1 April, 1 July and 1 October in each
year, save that in the event of termina on or expiry of this Agreement the relevant period shall be deemed to run from that latest of
these dates up ll, and including, the date of actual termina on or expiry.
“Q2W” means a dosing schedule where the Product is administered every two weeks as a maintenance treatment.
“Q4W” means a dosing schedule where the Product is administered every four weeks as a maintenance treatment.
“Regulatory Authority” means any governmental agency or authority responsible for gran ng clinical trial authorisa ons or
Marke ng Approvals for Products, or for determining official reimbursement prices, including without limita on MHLW and other
na onal or regional regulatory authori es, but excluding ethics commi ees.
“Regulatory Filings” means, with respect to Product, any submission to a Regulatory Authority to grant Marke ng Approvals for
Product, of any regulatory applica on together with any material related correspondence and documenta on and shall include,
without limita on, any submission to a regulatory advisory board, of Marke ng Approval applica on and any supplement or
amendment thereto.
“Royalty Term” shall be as defined in clause 6.8.
“Sales Milestone Payments” means those payments to be made by ZENYAKU to ASLAN on the achievement of certain sales
milestones as detailed in clause 6.
“Tax” means all forms of tax and charges, du es, imposts, contribu ons, levies, withholdings or liabili es wherever chargeable and
whether in the Territory or any other jurisdic on and any penalty, fine, surcharge, interest, charges or costs rela ng to it.
“Tax Authority” means any authority, body or official competent to impose, assess or collect Tax in the Territory or elsewhere.
“Term” shall be as defined in clause 14.1.
“Territory” shall mean Japan.
“Third Party” shall mean any en ty other than ASLAN, ZENYAKU or any Affiliate of ASLAN or ZENYAKU.
“TREK-AD Milestone” shall mean the following: in ASLAN’s Phase 2b Study of ASLAN004 in adults with moderate-to-severe atopic
derma s (ClinicalTrials.gov Iden fier: NCT05158023) known as the TREK-AD study, [***]. For the avoidance of doubt, the
achievement of the TREK-AD Milestone shall occur upon signature of the completed final clinical study report of TREK-AD study.
“TREK-AD Milestone Payment” shall mean the sum of USD$3,000,000 (three million dollars) payable by ZENYAKU to ASLAN in
accordance with clause 3.2 if ASLAN achieves the TREK-AD Milestone.
“Valid Claim” shall mean a claim of (a) an issued and unexpired patent, which has not been held permanently revoked,
unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdic on, unappealable or
unappealed within the me allowed for appeal, and which has not been admi ed to be invalid or unenforceable through reissue or
disclaimer or otherwise; or (b) a pending patent applica on that has not been finally abandoned or finally rejected or expired within
a maximum period of [***] from ini al filing.
“ZENYAKU Development Plan” shall mean the workplan with respect to the Development of Products by ZENYAKU in the Territory
within the Field in accordance with clause 2.5, the ini al agreed version of which is set out in Schedule 5.
1.2.
Clause, Schedule and paragraph headings shall not affect the interpreta on of this Agreement.
1.3.
The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this agreement and any
reference to this Agreement includes the Schedules.
1.4.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.5.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6.
‘Wri ng’ or ‘wri en’ shall be deemed to include e-mail provided that the intended recipient acknowledges receipt within 48
hours.
1.7.
1.8.
Any words following the terms ‘including’, ‘include’, ‘in par cular’ or any similar expression shall be construed as illustra ve
and shall not limit the sense of the words preceding those terms.
A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality),
partnership, joint venture and a government or statutory body or authority.
1.9.
If a word is defined or phrase is defined, its other gramma cal forms have the corresponding meaning.
1.10. No rule of construc ons will apply to a provision to the disadvantage of a Party merely because that Party proposed the
provision or would otherwise benefit from it.
B. COLLABORATION OVER DEVELOPMENT OF EBLASAKIMAB
2. Development
2.1.
Development. The Par es acknowledge that up to the Effec ve Date, ASLAN has invested significant financial and human
resources in the research and development rela ng to the An body and Products. In considera on of the payments set out
in clause 3, ASLAN hereby appoints ZENYAKU as its exclusive collabora on partner for the Development of the An body and
of Products in the Territory. ZENYAKU and its Affiliates, including through subcontractors, hereby agree and undertake, at
its/their sole risk and expense, to use Commercially Reasonable Efforts to build on ASLAN’s prior research and development
investment and pursue all ac vi es and perform all obliga ons required to develop the Products for the Territory.
2.2.
ZENYAKU and its Affiliates, including through subcontractors, shall perform the Development and its obliga ons under this
Agreement:
a)
b)
c)
in a proper, efficient, skillful, diligent and competent manner;
in accordance with the ZENYAKU Development Plan and this Agreement;
in accordance with all applicable laws and regula ons and applicable ICH Harmonised Tripar te Guidelines, including the
Guideline for Good Clinical Prac ce (“GCP”);
to a standard acceptable by the relevant Regulatory Authority;
d)
e) with Commercially Reasonable Efforts so as to achieve the Development events set out in clause 3.3 within the
mescales set out in the ZENYAKU Development Plan.
2.3.
Transfer of Development Data. Within [***] a er the Effec ve Date, ASLAN shall provide ZENYAKU with complete and
accurate copies of the Development Data and the An body Know-How as listed in Schedule 2. ASLAN shall reasonably
cooperate with ZENYAKU in providing ZENYAKU with copies of such An body Technology in accordance with the process and
schedule agreed upon through the JSC. Any Third Party costs reasonably associated with such transfer of Development Data
and/or An body Know-How shall be borne by ZENYAKU.
2.4.
2.5.
ASLAN grants to ZENYAKU a royalty-free licence (including the right to grant sub-licences to permi ed en es) to use and
import the An body Technology solely for the purpose of ZENYAKU performing its obliga ons in respect of Development, as
set out in this Part B of the Agreement.
At least [***] during the period of the Development, ZENYAKU shall prepare and submit to the JSC for its approval a
reasonably detailed plan (or updated plan, as applicable) for the Development to be undertaken in the next twelve months
and a meline for the performance of the relevant ac vi es (“ZENYAKU Development Plan”). For the avoidance of doubt,
the Par es may amend the ZENYAKU Development Plan by mutual agreement via the JSC from me to me and no revised
or updated ZENYAKU Development Plan shall be applicable to the Development unless it has been approved by the JSC.
2.6.
ZENYAKU shall carry out the Development substan ally in accordance with the ZENYAKU Development Plan as most recently
approved by the JSC. The ZENYAKU Development Plan shall describe the following:
a)
b)
c)
d)
e)
f)
the proposed preclinical, clinical, research, regulatory and product development and formula on ac vi es related to
ongoing preclinical studies, clinical studies and regulatory plans;
the melines for the development leading to commercial launch of Products in the Territory;
any other informa on as reasonably determined by the JSC;
clinical goals and objec ves;
go/no-go criteria for con nuing the development of Products from one clinical trial to the next; and
plans for obtaining Marke ng Approvals, and other regulatory plans.
ZENYAKU shall provide ASLAN with such informa on as ASLAN may reasonably request from me to me regarding the
progress of the Development and status of development of Products in the Territory hereunder, such informa on to include
copies of correspondence with Regulatory Authori es with respect to each Product.
Exchange of Data. Each Party shall provide the other, at no cost to the other Party, with all Development Data and any other
informa on necessary or useful to obtain Marke ng Approval for the Products in the Territory generated a er the Effec ve
Date of this Agreement through such Party’s performance of Development ac vi es in respect of Products. ASLAN shall use
Commercially Reasonable Efforts to provide Development Data rela ng to Products resul ng from clinical trials and
preclinical studies undertaken by Third Party partners outside the Territory to ZENYAKU, at no cost to ZENYAKU (excluding
cost of transla on).
Records and Reports. ZENYAKU shall maintain records in sufficient detail and in a good scien fic manner of all work
conducted by it in connec on with the Development and all Development Data resul ng from such work. Such records,
including any electronic files where such Development Data may also be contained, shall reflect all work done and results
achieved in the performance of the Development in sufficient detail and in a good scien fic manner appropriate for
regulatory purposes. ZENYAKU shall keep such records for the longer of (i) [***] from the occurrence of the
2.7.
2.8.
2.9.
subject ma er or event which they concern, (ii) as may be required by the terms of the CSL Head Licence Agreement and (iii)
as required by law. In the event of termina on or expiry of this Agreement this obliga on to keep records shall only survive in
rela on to records exis ng as at the me of such termina on or expiry. In addi on, ZENYAKU will submit and present to the
JSC reports and results from me to me regarding progress of the Development and data produced under the ZENYAKU
Development Plan, preclinical and clinical study dra reports resul ng from the Development and copies of final reports.
2.10. Responsibility for regulatory ma ers during Development. ZENYAKU shall be responsible (at its cost) for the prepara on,
filing and maintenance of any and all Regulatory Filings, health technology assessments, nego a ons, interac ons,
applica ons and ac vi es necessary or desirable to carry out the ac vi es set out in the ZENYAKU Development Plan. All
clinical trial protocols and Regulatory Filings will be filed in ZENYAKU’s name and/or on its behalf, and prior to the ini a on of
any clinical trials and prior to submi ng the Regulatory Filings with any Regulatory Authori es, the relevant parts of such
Regulatory Filings as are reasonably necessary to assess ZENYAKU’s compliance with its obliga ons under clauses 2.2 and 2.6
hereunder shall be subject to review and comment by ASLAN. ASLAN will use Commercially Reasonable Efforts to provide
any comments within [***] of receipt of the dra s of the Regulatory Filings.
2.11. Pricing. Notwithstanding the foregoing, ZENYAKU shall consult with ASLAN regarding the NHI Price of Products and obtain
ASLAN’s prior agreement on the NHI Price to be proposed to MHLW, and such ASLAN’s agreement shall not be unreasonably
withheld or delayed.
2.12. Risk and Responsibility. All Development ac vi es shall be performed by ZENYAKU at its sole risk and responsibility, cost and
expense, and in compliance with all applicable laws and regulatory requirements, including without limita on GCP, Good
Laboratory Prac ce (“GLP”) and Good Manufacturing Prac ce ("GMP”). Therefore, ZENYAKU assumes full responsibility for
poten al outcome or damage derived from the conduct and performance of the Development (including but not limited to
any Claims for payment of any compensa on due to any par cipants in the clinical trials conducted in the framework of the
Development who suffer death or bodily injury pursuant to any rights or applicable industry guidelines) and shall be
responsible for any such Claims resul ng from such ac vi es, other than any such Claims or damages resul ng or derived
from any defects in the clinical drug supplies provided by ASLAN or any supplier designated by ASLAN, for which ASLAN shall
be fully and solely responsible.
2.13. ASLAN, its Affiliates and its sub-licensees, including through subcontractors, shall use Commercially Reasonable Efforts to
conduct the development and registra on ac vi es rela ng to the An body and the Product outside the Territory in
accordance with ASLAN Development Plan (the ini al version of which is set out in Schedule 4).
3.
Payments to ASLAN in respect of Development of Eblasakimab
3.1.
Ini al Payment. A er execu on of this Agreement ZENYAKU will make the Ini al Payment to ASLAN in accordance with
clause 3.5. The Ini al Payment is US$12 million (twelve million US dollars).
3.2.
3.3.
3.4.
TREK-AD Milestone Payment. In the event that ASLAN achieves the TREK-AD Milestone, ZENYAKU will make the TREK-AD
Milestone Payment to ASLAN (not reimbursable or refundable) in accordance with clause 3.5, in addi on to the Ini al
Payment, and the Development Milestones set out below.
Development Milestone Payments for Ini al Indica on. Upon achieving certain milestones for the Ini al Indica on as set
out below, ZENYAKU will make one- me Development Milestone Payments to ASLAN (not reimbursable or refundable), in
addi on to the Ini al Payment. For avoidance of doubt, (i) each of the milestone payments set forth in this clause 3.3 shall be
payable only one me and only for the Product for the Ini al Indica on upon the first achievement of the specific milestone
set out below, and (ii) any achievement of a certain milestone does not trigger other milestone payments (e.g., if Milestone
(2) is achieved without achieving Milestone (1), ZENYAKU shall not need to make payment for Milestone (1)).
[***]
Development Milestone Payments for other indica ons. Upon achieving the milestones for indica ons other than the Ini al
Indica on, as set out below, ZENYAKU will make separate one- me Development Milestone Payments to ASLAN (not
reimbursable or refundable). For avoidance of doubt, (i) each of the milestone payments set forth in this clause 3.4 shall be
payable only one me and for the Product for such indica on other than the Ini al Indica on upon the first achievement of
the specific milestone set out below, and (ii) obtaining the third and subsequent Marke ng Approval for the Product for an
indica on other than the Ini al Indica on will not trigger any payments.
[***]
In order to determine fair development milestone payments for the achievement of the milestones for addi onal indica ons
above, the Par es shall use the following objec ve methodology (the “Market Assessment Methodology”). The Par es shall
agree (i) a percentage number derived from an assessment of the size of the market in the Territory for the Ini al indica on
and the relevant Indica on (that is to say, to divide the current size of the market as at the me of making the assessment
and as forecast for the next [***] therea er of the relevant indica on, by that of the Ini al Indica on), and then apply such
percentage to (ii) the milestone amount payable for obtaining Marke ng Approval for the Product for such addi onal
indica on in the Territory stated above, to arrive at (iii) the relevant milestone amount, provided this shall not in any event
exceed [***]. In making such assessment the Par es shall in good faith review the then most-recent data and analysis from
generally reputable sources, such as sta s cs from governmental agencies and analysis conducted by any third party of
generally high repute in the pharmaceu cal industry, such as IQVIA.
3.5. Within [***] of ASLAN’s invoice for the Ini al Payment and milestone payment(s) triggered by the relevant event(s) in clauses
3.2, 3.3 or 3.4 (as applicable), ZENYAKU will pay the Ini al Payment, the TREK-AD Milestone Payment and the corresponding
Development Milestone Payment (as applicable) to ASLAN, provided that ZENYAKU and ASLAN shall collaborate and exercise
Commercially Reasonable Efforts to enable such payments to be made sooner.
3.6.
For the avoidance of doubt, the Ini al Payment, the TREK-AD Milestone Payment, and the Development Milestone Payments
are not payments for the use of, or right to use, the An body
Technology or any Intellectual Property rela ng thereto.
3.7.
For the purposes of the expression “Marke ng Approval for the Product” as used in clauses 3.3 and 3.4 and also the
expression “Marke ng Approval being granted in the Territory for administra on of the Product” as well as the “First
Commercial Sale of the Product” as used in clause 6.8, the following shall apply: if a Product has previously obtained
Marke ng Approval, and addi onal Marke ng Approval is subsequently obtained for a later variant with a different method
of administra on or storage, but which is otherwise iden cal to the Product previously approved, in terms of ac ve
ingredients, dosage regimen and indica on, then this shall not be deemed to be (as appropriate) Marke ng Approval or First
Commercial Sale of a new Product.
C. COMMERCIALISATION OF PRODUCTS IN THE TERRITORY
4.
Commercialisa on Planning & Diligence
4.1.
Planning and Prepara on for Commercialisa on.
4.2.
4.3.
a)
ZENYAKU shall generate and submit to ASLAN an ini al Commercialisa on Plan for each Product in the Territory no later
than [***] prior to the planned submission to a Regulatory Authority seeking Marke ng Approval for such Product set
out in as an addendum to the ZENYAKU Development Plan a ached as Schedule 5 or any updated version thereof
agreed upon at the JSC, which shall include es mated indic ve melines for the commercial launch of Products, and
shall update the Commercialisa on Plan in the lead-up to and a er such commercial launch.
b) ASLAN shall be en tled to make reasonable sugges ons and comments on Commercialisa on Plans and ZENYAKU shall
c)
take into account such sugges ons and comments.
ZENYALU shall provide any other informa on in the lead-up to Commercialisa on of Products as reasonably determined
by the JSC.
Exclusive Commercialisa on Right. Subject to the payments set out in clause 6 below, ASLAN hereby agrees that ZENYAKU
shall be exclusively en tled to Commercialise Products in the Territory.
Diligence. ZENYAKU and/or its Affiliates shall use Commercially Reasonable Efforts to Commercialise Products in and
throughout the Territory. In rela on to Commercialisa on of Products, ZENYAKU undertakes without limita on to the extent
reasonable and legally permissible:
a)
b)
c)
d)
to employ a sufficient number of suitably qualified personnel in the Territory to ensure the proper fulfilment of its
obliga ons under this Agreement;
to use Commercially Reasonable Efforts to maximise market access throughout the Territory;
to adver se and promote the Products with relevant key opinion leaders in the Territory and to adver se and promote
the Products at relevant conferences, forums and similar events in the Territory;
to adver se, promote and sell the Products in the Territory generally and to expand the sales of the Products to
poten al purchasers by all reasonable and proper means and not to do anything which may hinder or interfere with
such sales; and
e)
to be responsible for adver sing and promo ng the Products in the Territory, and arrange, at its own expense, to spend
an appropriate amount per year on the implementa on of such adver sing and promo on.
4.4.
4.5.
Risk and responsibility. All Commercialisa on ac vi es shall be performed by ZENYAKU at its sole risk and responsibility, cost
and expense, and in compliance with all applicable laws and regulatory requirements, including without limita on Good
Quality Prac ce, Good Vigilance Prac ce and GMP. Therefore, ZENYAKU assumes full responsibility for Liabili es or other
outcomes derived from Commercialisa on of Products in the Territory, other than those resul ng from any defects in any
Products supplied by ASLAN or any supplier designated by ASLAN, for which ASLAN shall be fully and solely responsible.
Pharmacovigilance. ASLAN and ZENYAKU shall, within [***] of ASLAN requiring ZENYAKU to do so, by wri en no ce, and in
any event prior to the commencement of a clinical trial for Products in the Territory, enter into a wri en agreement (“Safety
Data Exchange Agreement”) which shall define and finalise the responsibili es the Par es shall employ to protect pa ents
and promote their well-being in connec on with the use of the Products. The Safety Data Exchange Agreement shall include
mutually acceptable guidelines and procedures for the receipt, inves ga on, recorda on, communica on, and exchange (as
between the Par es) of adverse event reports, pregnancy reports, and any other informa on concerning the safety of the
An body and the Product(s), whether obtained by either Party or by authorised third par es, including responsibility for
managing the relevant global safety database, which shall be undertaken by ASLAN (or ASLAN’s successor in tle). Such
guidelines and procedures shall be in accordance with, and enable the Par es and their Affiliates to fulfil, local and
interna onal regulatory repor ng obliga ons to government authori es. Furthermore, such agreed procedures shall be
consistent with relevant ICH guidelines, except where said guidelines may conflict with exis ng local regulatory safety
repor ng requirements or applicable local law, in which case local repor ng requirements or applicable local law shall
prevail. For clarity un l such me as the Par es have entered into the Safety Data Exchange Agreement, ZENYAKU shall have
sole pharmacovigilance responsibility for its ac vi es hereunder with respect to the An body and the Product in the
Territory in accordance with applicable local law. This clause 4.5 shall survive any termina on or expira on of this Agreement
to the extent and for so long as is required for legal/regulatory compliance by ZENYAKU.
5.
Licence Grant for Commercialisa on
5.1.
ASLAN hereby grants to ZENYAKU, with effect from, and subject to the occurrence of, the Commercialisa on Commencement
Date, an exclusive licence under ASLAN’s rights in the An body Technology, with the right to grant sub-licences in accordance
with clause 5.5, to make, have made, use, offer for sale, and sell, import, promote, market, and distribute the An body
and/or Products in the Field in the Territory.
5.2.
All rights granted in clause 5 by ASLAN to ZENYAKU shall only be exercised in the Field in the Territory during the
Commercialisa on Period in accordance with the terms and condi ons set out in this Agreement.
5.3.
For the avoidance of doubt, ASLAN shall retain all rights to the An body Technology other than those granted hereunder.
5.4.
5.5.
Notwithstanding any other term of this Agreement, ZENYAKU must not change, modify or adapt the An body without the
prior wri en consent of ASLAN.
Sublicensing. ZENYAKU may perform any ac vi es in support of Commercialisa on of Products through sublicensing to a
Third Party; provided that:
a)
prior to so doing, ZENYAKU shall receive the prior wri en approval of ASLAN, which approval shall not be unreasonably
withheld or delayed a er having the opportunity, but not the obliga on, to conduct its own due diligence with respect
to the proposed sublicensee;
ZENYAKU shall enter into an appropriate wri en agreement with any such sublicensee such that the sublicensee shall be
bound by all applicable provisions of this Agreement to the same extent as ZENYAKU and such that ASLAN’s rights under
this Agreement are not adversely affected; and
ZENYAKU shall at all mes be responsible for the acts or omissions of such sublicensee.
b)
c)
6.
Payments in respect of Commercialisa on
6.1.
Sales Milestone Payments (Q4W, Ini al Indica on): In the event that the first Marke ng Approval for the Ini al Indica on in
the Territory is granted for the administra on of the Product to pa ents on a Q4W basis, then upon achieving the sales
milestones as set out below, ZENYAKU will make one- me Sales Milestone Payments to ASLAN (not reimbursable or
refundable) as follows. For avoidance of doubt, (i) each of the milestone payments set forth in clause 6.1 shall be payable
only one me, upon the first achievement of each applicable milestone, and (ii) the Annual Net Sales and accumulated Net
Sales of the Product shall be calculated by adding up all the sales of the Products for all the indica ons that exist at the me
of the calcula on.
Sales milestone
Annual Net Sales
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Accumulated Net Sales
Upon accumulated Net Sales of the Product in the Territory
reaching [***]
Upon accumulated Net Sales of the Product in the Territory
reaching [***]
Payment
[***]
[***]
[***]
[***]
[***]
[***]
6.2.
Sales Milestone Payments (Q2W, Ini al Indica on): In the event that the first Marke ng Approval for the Ini al Indica on in
the Territory is granted for the administra on of the Product to pa ents on a Q2W basis, then upon achieving the sales
milestones as set out below, ZENYAKU will make one- me Sales Milestone Payments to ASLAN (not reimbursable or
refundable) as follows. For avoidance of doubt, (i) each of the milestone payments set forth in clause 6.2 shall be payable
only one me, upon the first achievement of each applicable milestone on the basis of the total amount of Net Sales of all
Products of any indica on, and (ii) the Annual Net Sales and accumulated Net Sales of the Product shall be calculated by
adding up all the sales of the Products for all the indica ons that exist at the me of the calcula on.
Sales milestone
Annual Net Sales
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Upon Annual Net Sales of the Product in the Territory reaching
[***]
Accumulated Net Sales
Upon accumulated Net Sales of the Product in the Territory
reaching [***]
Upon accumulated Net Sales of the Product in the Territory
reaching [***]
Payment
[***]
[***]
[***]
[***]
[***]
[***]
6.3.
Sales Milestone Payments (Others): In the event that (i) the first Marke ng Approval is granted for an indica on other than
the Ini al Indica on in the Territory, or (ii) the first Marke ng Approval granted for the Ini al Indica on in the Territory for
the administra on of the Product to pa ents is neither on a Q2W basis nor on a Q4W basis, the par es shall discuss and seek
to agree in good faith on sales milestones which are fairly aligned with the economic reali es of the market for the Product
for which the first Marke ng Approval is granted in the Territory.
6.4.
Royal es. In addi on to the payments set out in clause 6.1 and 6.2, royal es at the rates set out below shall be paid
Quarterly by ZENYAKU to ASLAN in accordance with this clause 6 to the extent that Net Sales of the Product in the Territory
in the Field a ain the relevant thresholds set out below:
Level of Annual Net Sales
Applicable royalty rate as a percentage of Annual
Net Sales
Por on of Annual Net Sales less than [***]:
Por on of Annual Net Sales [***] and above but less than [***]:
[***]
[***]
Por on of Annual Net Sales [***] and above but less than [***]: [***]
Por on of Annual Net Sales [***] and above but less than [***]: [***]
Por on of Annual Net Sales [***] and above but less than [***]: [***]
[***]
Por on of Annual Net Sales [***] and above:
6.5.
Adjustment of Effec ve Royalty Rate in Certain Circumstances. If and to the extent that the Effec ve Royalty Rate for
royal es payable on Annual Net Sales of up to [***] is lower than the Base Royalty Rate, then the Base Royalty Rate shall be
subs tuted in place of the Effec ve Royalty Rate as the rate for calcula ng royal es on such Annual Net Sales. To the extent
Annual Net Sales exceed [***], the royalty rates payable on such Annual Net Sales as out in clause 6.4 shall apply.
For the purposes of this clause:
“Effec ve Royalty Rate” shall mean a rate calculated by dividing (i) the total amount of royalty payment by ZENYAKU
produced by the different rates according to ascending levels of Net Sales in any year, as set out in clause 6.4 above, by (ii)
the total amount of such Net Sales, resul ng in a single aggregated royalty rate for the totality of such Net Sales.
“Base Royalty Rate” shall mean a rate for ASLAN’s upstream royalty obliga on to CSL and other upstream licensors based on
global Annual Net Sales, calculated by dividing (i) the total amount of royalty payment by ASLAN produced by the different
rates according to ascending levels of global Net Sales in any year, by (ii) the total amount of such Net Sales, resul ng in a
single aggregated royalty rate for the totality of such Net Sales.
In order for ZENYAKU to make an assessment of whether the Base Royalty Rate should be subs tuted in place of the Effec ve
Royalty Rate as the rate for calcula ng royal es on Annual Net Sales, as above, it shall make a calcula on a er the fourth
Quarter of each calendar year, based on Annual Net Sales over the whole of that year. If and to the extent that the Base
Royalty Rate applies, this shall be reflected in the royalty payment for the fourth Quarter of the relevant calendar year.
6.6.
ZENYAKU Statement. Within [***] of the end of each Quarter, ZENYAKU shall provide ASLAN with a statement se ng out
reasonable detail to enable ASLAN to be able to generate the invoice referred to in clause 6.7, specifying at least:
a)
the nature of and amount of the payments received during that Quarter that contribute to Net Sales (including copies of
any no fica ons, reports or statements from the Third Party rela ng to the contribu on);
the calcula on of Net Sales based on such payments; and
details of volumes of Net Sales in the Territory for that Quarter;
b)
c)
d) details of any currency conversions using the exchange rate for the relevant currencies as published by OANDA
Corpora on on the applicable dates.
6.7.
ASLAN invoice. Upon receipt of such statement, ASLAN shall issue an invoice to ZENYAKU for the amounts due to ASLAN in
respect of such Net Sales broken down into:
a)
b)
Sales Milestone Payments, if applicable, and
royal es at the appropriate rate(s) set out in clauses 6.4 or (as applicable) 6.5 above, and if the rate(s) set out in clause
6.5 apply, the basis for calcula ng Base Royalty Rate shall be provided by ASLAN in conjunc on with the invoice.
Within [***] of receipt of ASLAN’s invoice regarding payment for a) above, and within [***] of receipt of ASLAN’s invoice
regarding payment for b) above, ZENYAKU shall remit payment of all the amounts payable to ASLAN of a) and b), respec vely,
in US dollars to a bank account nominated by ASLAN.
6.8.
Royalty Term. Subject to this clause, royal es payable under this clause 6 shall be paid on Product-by-Product basis with
respect to Net Sales made in the Territory during the “Royalty Term”, which is defined as the period from the date of the First
Commercial Sale of the Product in the Territory un l the later of:
the expira on of the last to expire, including any extensions thereto, Valid Claim of the ASLAN Patents in the Territory;
twelve (12) years following the date of the First Commercial Sale of the Product in the Territory;
(i)
(ii)
(iii) the date on which it is legally permissible to launch biosimilars to the Product in the Territory; and
(iv) the date on which ASLAN ceases to be required to pay royal es to CSL in respect of Product sales in the Territory.
Upon expiry of the Royalty Term applicable to each Product, ZENYAKU will therea er pay to ASLAN a fixed royalty of [***] of
Annual Net Sales of such Product in the Territory, and clauses 6.6, 6.7, and 6.9 through 6.13 shall apply muta s mutandis to
such post-Royalty Term royal es.
6.9.
Tax and Set-off. ZENYAKU agrees to pay to ASLAN the full amount of all payments provided for in this Agreement without
deduc ons, subject to compliance with applicable laws. In the event that any tax, levy or charge is to be imposed on any
payments made under this Agreement to ASLAN, or if applicable CSL, by any government agency, ZENYAKU will be authorized
to deduct such amount of any tax, levy or charge from the payments under this Agreement to ASLAN or if applicable CSL and
will provide evidence of such payments within [***] of payment to the reasonable sa sfac on of ASLAN or if applicable CSL,
including cer fied copies of official receipts if so requested.
6.10. ZENYAKU will use Commercially Reasonable Efforts to cooperate with ASLAN in order to reasonably reduce any Tax liabili es
which may be triggered for ASLAN in rela on to any payments made under this Agreement in the Territory.
6.11. Should any such payments of Tax made by ZENYAKU in respect of payments to ASLAN under this Agreement, be refundable,
ZENYAKU shall no fy ASLAN as soon as this is no fied and/or confirmed
to ZENYAKU by the relevant Tax Authority. If any amounts for Tax are refunded by any Tax Authority to ZENYAKU, such
amounts shall be paid to ASLAN within [***] of receipt and without deduc on.
6.12.
Interest and Set-Off. Where ASLAN does not receive payment of any sum required on or before the day on which such
payment is due, ZENYAKU shall pay ASLAN interest on the past due amount as follows: interest shall accrue therea er on the
sum due and owing to ASLAN at the lesser of [***] over the Secured Overnight Financing Rate (SOFR) rate for [***] deposit
in US dollars on the last Business Day of the previous calendar month, or the maximum amount allowed by law, with interest
to accrue on a day to day basis without prejudice to ASLAN’s right to receive payment on the due date. ZENYAKU must not
set off any amounts owing to ASLAN under or in connec on with this Agreement.
6.13. Adjustments In Certain Circumstances.
6.13.1.
In the event that, a er obtaining any Marke ng Approval for the Product in Territory: (i-α) the NHI Price of such
Product is substan ally different (that is, by a factor of more than [***]) from the es mated price agreed between the
Par es as at the Effec ve Date and set out in Schedule 6 or (i-β) ASLAN sets a price for the supply of Product to
ZENYAKU for Commercialisa on (“Supply Price”), and (ii) ZENYAKU can reasonably demonstrate, given such NHI Price
or such Supply Price, that:
(a) adhering to the sales milestones at the levels set out in clause 6.1 or (as applicable) clause 6.2 will make selling
the Product in the Territory commercially unviable for ZENYAKU, the Par es shall discuss and seek to agree in good
faith the subs tu on of such sales milestones with milestones more fairly aligned with the economic reali es of
the market in the Territory prevailing at that me; and/or
(b) adhering to royal es at the rates set out in clauses 6.4 or (as applicable ) 6.5, will make selling the Product in the
Territory commercially unviable for ZENYAKU, the Par es shall discuss and seek to agree in good faith the
subs tu on of such royal es with royal es at rates more fairly aligned with the economic reali es of the market
in the Territory prevailing at that me; provided that the foregoing shall only apply to a review of Effec ve Royalty
Rates defined in clause 6.5 which shall otherwise remain unaffected by this clause 6.13.
6.13.2. At the beginning of each calendar year ASLAN shall review the royalty payments made to it by ZENYAKU in the
preceding calendar year to ensure that the level of such royalty payments is commercially viable for ASLAN, given
ASLAN’s upstream royalty obliga ons to CSL (that is to say, does not result in a net profit to ASLAN of zero or less). In
the event ASLAN can reasonably demonstrate that such aggregate royalty payments are not so commercially viable,
the Par es shall discuss and seek to agree in good faith the subs tu on of such royal es with royal es at rates which
ensure commercial viability for ASLAN.
7. Records and Accounts
7.1.
ZENYAKU must keep complete and accurate records of all ma ers connected with the
Commercialisa on of Products and must also keep proper accounts in rela on to Net Sales and other payments payable to
ASLAN under this Agreement containing all data necessary for the calcula on of the amounts payable to or on behalf of
ASLAN pursuant to this Agreement. ZENYAKU must keep those records and books of account for [***] following the end of
the calendar year to which they relate. In the event of termina on or expiry of this Agreement this obliga on to keep records
shall only survive in rela on to records exis ng as at the me of such termina on or expiry.
Not more than once in any [***] period, ZENYAKU must permit during business hours an independent accountant nominated
by ASLAN to reasonably inspect the records and accounts maintained under clause 7.1 for the purpose of verifying their
accuracy, and confirming whether all payments payable to ASLAN under this Agreement have been properly calculated and
paid by ZENYAKU.
ZENYAKU must provide to the accountant such assistance as is reasonably required by that person in order to verify the
accuracy of those records and accounts and confirm whether all payments payable to ASLAN under this Agreement have
been properly calculated and paid by ZENYAKU.
If ASLAN’s inspec on reveals that any monies are outstanding then ZENYAKU must, within [***] a er receiving no ce of the
amount due, pay ASLAN the outstanding amount. If the inspec on reveals there was an overpayment then the amount of
the overpayment may be credited against future payments due to ASLAN under this Agreement. ASLAN shall pay for such
inspec ons, unless such inspec on discloses for any period examined that there is a discrepancy of greater than [***] in
ASLAN’s favour between the amounts that ZENYAKU should have paid and the amounts it actually paid in any given year, in
which case ZENYAKU will be responsible for the payment of the reasonable costs of such inspec on.
7.2.
7.3.
7.4.
D. GENERALLY APPLICABLE TERMS
8. Manufacture and Supply
8.1.
ASLAN agrees to provide drug supplies to ZENYAKU required for Development, for the purposes of applica ons to Regulatory
Authori es for Marke ng Approvals, and for the Commercialisa on in the Territory pursuant to a separate manufacturing
and supply agreement(s) to be nego ated in good faith by the Par es substan ally in accordance with the terms and
condi ons set out in Schedule 7. The Par es shall use Commercially Reasonable Efforts to enter into the clinical supply
agreement within [***] a er the Effec ve Date of this Agreement, and shall commence discussions of commercial supply
immediately a er the submission of the ini al Commercialisa on Plan in accordance with clause 4.1 a) and use Commercially
Reasonable Efforts to enter into the commercial supply agreement within [***] a er the commencement of such discussion.
9. Governance
9.1.
The Par es shall promptly, and in no event later than [***] a er the Effec ve Date, establish a Joint Steering Commi ee
(“JSC”). For such purpose the Par es shall appoint within this period, at least [***] suitable persons appointed by CEO of
each Party to be their representa ves on the JSC and
shall inform the other Party of the contact details of the appointed persons. At the Effec ve Date, the composi on of the JSC
is set out below (“Ini al Representa ves”):
[***]
The Par es may replace their Ini al Representa ves upon prior wri en no ce to the other. If either Party has not appointed
a replacement within [***], this shall cons tute a breach of this Agreement.
9.2.
The JSC’s main responsibili es will be to serve as a forum:
a)
b)
c)
d)
e)
f)
g)
for ASLAN to be kept informed regarding the ongoing Development in the Territory through reasonably detailed reports
to be submi ed shortly prior to and discussed at each JSC mee ng. Such reports shall contain summaries of all material
Development ac vi es (including regulatory ac vi es) and results with respect to the Products in the Territory, including
study results and conclusions generated therefrom with respect to all ongoing clinical trials and all Improvements;
for overseeing the Development in the Territory in accordance with the ZENYAKU Development Plan;
for overseeing the Commercialisa on in the Territory in accordance with the Commercialisa on Plan;
for approval of the ZENYAKU Development Plan (as updated from me to me in accordance with clause 2.5), the
Commercialisa on Plan (as updated from me to me in accordance with clause 4.1), and agreeing any changes thereto;
to discuss and aim to resolve any issues between the Par es;
for ZENYAKU to be reasonably informed regarding progress and ac vi es rela ng to the regulatory ma ers,
development, manufacturing and Commercialisa on of the An body and/or Product outside Territory in accordance
with this Agreement;
have such other responsibili es as may be assigned to the JSC pursuant to this Agreement or as may be mutually agreed
upon by the Par es from me to me.
9.3.
ZENYAKU shall promptly no fy ASLAN via the JSC of all Regulatory Filings submi ed or received by ZENYAKU or its Affiliates
with respect to Products, and upon ASLAN’s request, shall provide to ASLAN one paper or electronic copy of such filings (or
relevant parts thereof as are reasonably necessary to assess ZENYAKU’s compliance with its obliga ons hereunder.
Addi onally, ZENYAKU will upon ASLAN’s request, to the extent reasonably required to confirm ZENYAKU’s compliance with
its obliga ons hereunder, provide ASLAN with reasonable addi onal informa on and data generated by or on behalf of
ZENYAKU in respect of Development or Commercialisa on since the last JSC mee ng, it being understood that ASLAN shall
keep such informa on and data in strict confidence.
ASLAN shall promptly no fy ZENYAKU via the JSC of all Regulatory Filings submi ed or received by ASLAN or its Affiliates with
respect to Products, and upon ZENYAKU’s request, shall provide to ZENYAKU one paper copy or electronic file of all such
Regulatory Filings. Addi onally, ASLAN will upon ZENYAKU’s request provide ZENYAKU with reasonable addi onal
informa on and data generated by or on behalf of ASLAN in respect of Development or Commercialisa on since the last JSC
mee ng, it being understood that ZENYAKU shall keep such informa on and data in strict
confidence.
9.4.
9.5.
Unless otherwise expressly agreed by the Par es, the JSC will meet [***] per year, or at such more, or less, frequent mes
annually as the Par es shall agree, given that there will be less formal working group discussions and liaison on a regular
basis between the respec ve Par es. Should any of the Par es consider necessary to call a mee ng of the JSC, such Party
shall inform the other Party by wri en no ce. Both Par es understand that reasonable flexibility to set mee ng dates and
schedules shall be necessary in view of possible previous commitments in each Party’s calendars, therefore, several different
dates shall be proposed for each mee ng, whenever possible. The Par es agree that as a general rule, all the mee ngs will
be held face to face in person at a loca on to be agreed between the Par es, or by web conference.
Decisions of the JSC shall be made by unanimous vote, with representa ves of each Party having one vote collec vely. In the
event of a ed vote (i) ZENYAKU shall have the cas ng vote on ma ers rela ng to the Development provided these are within
the terms of the current agreed ZENYAKU Development Plan; (ii) ZENYAKU shall have the cas ng vote on ma ers rela ng to
the Commercialisa on provided these are within the terms of the current agreed Commercialisa on Plan; (iii) ASLAN shall
have the cas ng vote on any proposed ac ons or omissions in the Territory which it reasonably considers would or may
materially undermine the interests of ASLAN or Third Par es seeking to develop or Commercialise the Product outside the
Territory; and (iv) ASLAN shall have the cas ng vote on any proposed ac ons or omissions outside the Territory subject to the
remainder of this clause. For ma ers where ASLAN has the cas ng vote, ZENYAKU shall be en tled to make representa ons
to ASLAN on ma ers which it reasonably considers would or may materially undermine progress of the ZENYAKU
Development Plan or would or may materially undermine the interests of ZENYAKU in seeking to develop or Commercialise
the Product in the Territory, and ASLAN shall consider and take reasonable account of such representa ons. For these
purposes “materially undermine” shall mean without limita on: (i) the commercial value of the Product would or may be
damaged; (ii) the reputa on of any of the relevant Party’s other products, an bodies or compounds in the marketplace
would or may be damaged; or (iii) the reputa on of that Party or Third Par es seeking to develop or Commercialise the
Product would or may be damaged. Subject to the foregoing, in the event of any other ed vote the ma er(s) in dispute
shall be referred for resolu on in good faith by the Chief Execu ves of ASLAN and ZENYAKU, or their respec ve nominee(s),
following the procedures set out in clause 17.12 a).
9.6.
The Par es shall alternate in preparing and circula ng to the other Party dra s of minutes of all JSC mee ngs with a target of
doing this within [***] of the mee ng. Such dra s must provide a descrip on in reasonable detail of the discussions held at
the mee ng and a list of ac ons, decisions or determina ons approved by the JSC. The Party which has not prepared the
minutes will review such dra with a target of providing any comments within [***] of receipt. Final minutes shall be
promptly prepared by the Party which has prepared the minutes following the resolu on of any outstanding comments.
9.7.
All the mee ngs, the informa on to be exchanged between the Par es as a consequence of the Agreement, and the minutes
of the JSC’s mee ngs shall be in the English language.
10.
Intellectual Property
Patent Prosecu on
10.1. ASLAN shall have the right at its cost to control the prepara on, filing, prosecu on and maintenance of all the ASLAN
Patents, including in the Territory.
10.2. ZENYAKU shall reimburse ASLAN for the amounts paid to Third Par es by ASLAN as from the Effec ve Date in connec on
with the filing, prosecu on and maintenance of the ASLAN Patents in the Territory, including without limita on, amounts
paid by ASLAN as filing and maintenance fees, transla on fees and amounts paid to outside patent counsel and foreign
associates (“Patent Costs”). ASLAN shall provide ZENYAKU with an invoice for Patent Costs on a quarterly basis, and payment
shall be due within [***] therea er.
10.3.
In the event that ASLAN (or CSL alone or jointly with ASLAN) wishes to discon nue prosecu on or maintenance of any of the
An body Patents, ASLAN shall provide wri en no ce to ZENYAKU iden fying the relevant An body Patents (“ASLAN
Discon nua on No ce”). ZENYAKU may elect to con nue to prosecute or maintain at ZENYAKU’s cost and expense any of
those An body Patents by providing no ce to ASLAN in wri ng within [***] of receipt of the ASLAN Discon nua on No ce.
Upon receipt of such a no ce from ZENYAKU, ASLAN will provide all reasonable co-opera on to enable ZENYAKU to con nue
prosecu on or maintenance of the relevant An body Patents, at ZENYAKU’s expense.
Enforcement
10.4.
In the event that either Party becomes aware of actual or threatened infringement of any An body Patents in the Territory
by the manufacture or sale or use of a Product or compe ng product in the Field (“Infringing Product”), it shall provide the
other Party with the available evidence, if any, of such infringement.
10.5. Prior to the Commercialisa on Commencement Date, ASLAN at its sole expense, shall have the ini al right to ini ate and
control any enforcement of the An body Patents in the Territory with respect to an Infringing Product or to defend any
declaratory judgments seeking to invalidate or hold the An body Patents unenforceable (each, an “Enforcement Ac on”), in
each case in ASLAN’s own name (or in CSL’s name alone or jointly with ASLAN where relevant) and, if necessary for standing
purposes, in the name of ZENYAKU and shall consider, in good faith, the interests of ZENYAKU in so doing. If ASLAN does not,
within [***] of receipt of no ce from ZENYAKU, take significant steps to abate the infringement or file suit to enforce the
An body Patents against at least one infringing party in the Territory, ZENYAKU shall have the right to take whatever ac on it
deems appropriate to enforce the An body Patents. The Party controlling any such Enforcement Ac on shall not se le the
ac on or otherwise consent to an adverse judgment in such ac on that diminishes the rights or interests of the non-
controlling Party without the prior wri en consent of the other Party. All monies recovered upon the final judgment or
se lement of any such suit to enforce the An body Patents shall be shared, a er reimbursement of expenses, as follows: (i)
in the event that ASLAN brought the claim, suit or ac on in its own name or, for standing purposes, in
the name of ZENYAKU, any remaining amount shall be retained by ASLAN; and (ii) in the event that ZENYAKU brought the
claim, suit or ac on, any remaining amount shall be deemed to be Net Sales and as such count towards the calcula on of
payments under clause 6.
10.6. A er the Commercialisa on Commencement Date, ZENYAKU, at its sole expense, shall have the ini al right to ini ate and
control any Enforcement Ac on, in each case in ZENYAKU’s own name and, if necessary for standing purposes, in the name of
ASLAN or its nominee and shall consider, in good faith, the interests of ASLAN in so doing. If ZENYAKU does not, within [***]
of receipt of no ce from ASLAN, take significant steps to abate the infringement or file suit to enforce the An body Patents
against at least one infringing party in the Territory, ASLAN shall have the right to take whatever ac on it deems appropriate
to enforce the An body Patents. The Party controlling any such Enforcement Ac on shall not se le the ac on or otherwise
consent to an adverse judgment in such ac on that diminishes the rights or interests of the non-controlling Party (including
in the case of ZENYAKU, entering into any se lement admi ng the invalidity of, or otherwise impairing, the An body
Patents) without the prior wri en consent of the other Party. All monies recovered upon the final judgment or se lement of
any such suit to enforce the An body Patents shall be shared, a er reimbursement of expenses, as follows: (i) in the event
that ZENYAKU brought the claim, suit or ac on in its own name or in the name of ASLAN or its nominee, any remaining
amount shall be deemed to be Net Sales and as such count towards the calcula on of payments under clause 6, and (ii) in
the event that ASLAN brought the claim, suit or ac on, any remaining amount shall be retained by ASLAN.
10.7.
10.8.
In any suit to enforce and/or defend the An body Patents pursuant to this clause 10, the Party not in control of such suit (a)
shall, at the request and expense of the controlling Party, reasonably cooperate and, to the extent possible, have its
employees tes fy when requested and make available relevant records, papers, informa on, samples, specimens, and the
like, and (b) further agrees to be named in and consents to join in any suit, ac on, or proceeding as a party to the suit,
ac on, or proceeding to the extent necessary to establish standing in the suit, ac on, or proceeding.
If a Third Party asserts that a patent or other right owned by it is infringed by the manufacture, use, marke ng, sale or
importa on of any Product, the Party becoming aware of such a ma er shall immediately no fy the other of it. ZENYAKU
shall have the right to ini ate, prosecute, defend and control legal ac on (whether by suit, proceedings, counter-claim,
opposi ons, customs procedure or otherwise) in respect of any such asser on in the Territory. ASLAN shall have the right
ac vely to co-operate and join with ZENYAKU in any legal ac on if it considers it necessary or desirable, and ZENYAKU shall
have the right to have ASLAN and/or its nominee joined as a passive party to any legal ac on if necessary, and in either
circumstance each party shall reasonably co-operate with the other in regard to the same. All costs and expenses (including
a orneys' fees) of any legal ac on brought in accordance with this clause 10.8 other than all of ASLAN's costs and expenses if
ASLAN ac vely elects to be joined as a party to such ac on, shall be borne by ZENYAKU. Any monetary recovery in
connec on with legal ac on shall be applied first to reimburse ZENYAKU for its out-of-pocket costs and expenses (including
management me and reasonable a orneys' fees) incurred in connec on with any legal ac on and second to reimburse
ASLAN for its out-of-pocket costs and expenses if it ac vely elects to be joined in such proceedings (including reasonable
a orneys' fees), incurred in connec on with such infringement ac on. The remainder shall be split between the
Par es in propor on to the rela ve degree of their ac ve involvement in connec on with the ac on, but if the Par es, ac ng
in good faith, cannot agree such rela ve propor ons, then on the basis of [***] to ZENYAKU and [***] to ASLAN.
10.9. Patent Marking. ZENYAKU agrees to mark and have its Affiliates mark all patented Products they sell or distribute pursuant to
this Agreement in accordance with the applicable patent statutes or regula ons in the Territory.
10.10. Patent Term Extensions. The Par es will reasonably discuss, for An body Patents related to a Product, to pursue in the
Territory any patent term adjustment, patent term extension, supplemental patent protec on or related extension of rights
with respect to the An body Patents which may be available. A er the Commercialisa on Commencement Date, to the
extent permi ed by applicable law, ASLAN shall apply for and pursue any such adjustment, extension or protec on as
directed by ZENYAKU, on the basis that all costs in connec on with the same shall be reimbursed by ZENYAKU.
10.11. Improvements by ASLAN. If any Improvements are made by ASLAN or its Third Party collaborators during the Term, the
Par es acknowledge that ASLAN will own such Improvements and the Intellectual Property therein. ASLAN will promptly
disclose such Improvements to ZENYAKU if they are necessary or useful to the Development or Commercialisa on of
Products in the Territory and they will form part of the An body Technology licensed hereunder.
10.12. Improvements by or on behalf of ZENYAKU. All rights, tle and interest in any Improvements made by ZENYAKU, or on its
behalf by its Affiliates or any permi ed sublicensees under clause 5.5, during the Term shall be owned by ZENYAKU; ZENYAKU
will promptly disclose Improvements generated by itself or on its behalf to ASLAN if they are necessary or useful to the
Development or Commercialisa on of Products and hereby grants an exclusive royalty-free, perpetual licence to ASLAN to
make, have made, use, offer for sale, and sell, import, promote, market, and distribute Products using or embodying such
Improvements throughout the world, except the Territory.
11. Warran es and Non-Compe on
11.1. Each of the Par es warrants that:
b)
a) At the Effec ve Date, its entry into and performance under the terms of this Agreement does not cause it to be in
breach of any agreements with a Third Party or any obliga ons to a Third Party nor, to the best of its actual knowledge,
cause it to infringe the rights of any Third Party;
all informa on, data and materials provided by it to the other pursuant to this Agreement will be, to the best of its
knowledge and belief, accurate and complete in all material respects;
as at the Effec ve Date, it is not in breach of any relevant laws, regula ons, permits or licences, nor is engaged in, or
threatened with any li ga on;
it has obtained all necessary waivers, consents and/or approvals from its directors and shareholders in compliance with
its cons tu onal documents, in respect of the ma ers contemplated under this Agreement.
d)
c)
11.2. ASLAN warrants that, to the best of its actual knowledge as at the Effec ve Date:
a)
the exercise by ZENYAKU of the rights granted to ZENYAKU under clauses 2.4 and 5.1 does not infringe the rights of any
Third Party;
b) no Third Party has threatened or is currently threatening proceedings in respect of infringement of any the An body
c)
Patents;
it has disclosed to ZENYAKU all informa on which would materially affect the exercise of ZENYAKU’s rights and
obliga ons under this Agreement and the Development and Commercialisa on of Products in the Territory.
11.3. ZENYAKU warrants that as from the Effec ve Date:
a)
it will not inten onally do or allow to be done anything which would or may likely have the effect of materially
undermining opportuni es for Developing or Commercialising the Product in the Territory or which would or may have
the effect of materially undermining the interests of ASLAN or Third Par es seeking to Develop or Commercialise the
Product outside the Territory and “materially undermine” shall have the meaning as set out in clause 9.5; and
b) having seen a copy of the CSL Head Licence Agreement, it will take all reasonable steps in the Territory to assist ASLAN in
ensuring that it complies with its obliga ons under the CSL Head Licence Agreement and any obliga ons to Third Par es
to which ASLAN is subject thereunder to the extent which relates to the Territory.
11.4. Any condi on, warranty or other term which is not expressly set out in this Agreement which might otherwise be implied or
incorporated into this Agreement, whether by statute, common law or otherwise, is, insofar as it is lawful to do so, hereby
excluded.
11.5. Compliance with Law. Each Party covenants to the other that it will comply with all applicable laws as amended, in carrying
out its obliga ons pursuant to this Agreement. Each Party covenants to the other that it and any sub-contractor appointed by
it currently holds or at the relevant me will hold any and all consents, approvals, orders or authorisa ons necessary to
comply with its obliga ons under this Agreement.
11.6. Compliance with An -Corrup on Laws. Without limi ng clause 11.5, neither Party shall perform any ac ons in exercising
rights or complying with obliga ons under this Agreement that are prohibited by local and other an -corrup on laws
(collec vely “An -Corrup on Laws”) that are applicable to that Party. Without limi ng the foregoing, neither Party shall
make any payments, or offer or transfer anything of value, to any government official or government employee, to any
poli cal party official or candidate for poli cal office or to any other third party related to the transac on in a manner that
would violate An -Corrup on Laws.
11.7. Disclaimers. Without prejudice to ASLAN's warran es set out in clauses 11.1 and 11.2, ZENYAKU acknowledges that ASLAN
licenses the An body Technology “as is”, that is, without any warranty of any kind, express or implied, including, without
limita on, warranty of its accuracy or completeness, of merchantability, fitness for a par cular purpose (including but not
limited to manufacture the Product or conduct the Development), commercial value, and without any warranty of any kind,
express or implied, of the inexistence of adverse effects, of the safety or other
quality, efficiency, stability, characteris cs or usefulness of, or merchantability, or fitness for a par cular purpose of any
Product.
11.8. Non-Compe on. As from the Effec ve Date:
a)
b)
neither ZENYAKU nor any of its Affiliates will conduct, par cipate in, or fund, directly or indirectly, either alone or with a
Third Party, the development, manufacture or Commercialisa on of a Compe ng Product, or conduct a drug discovery
or other research program the goal of which is to iden fy Compe ng Products;
ZENYAKU shall not, and shall ensure that its Affiliates, sublicensees and distributors will not ac vely sell, market,
promote and/or otherwise Commercialise the Product, directly or indirectly, to customers outside the Territory, or to
customers in the Territory outside the Field. If ZENYAKU receives any orders from customers outside the Territory, or in
the Territory but for use outside the Field, it will direct such orders to ASLAN. For these purposes, “ac vely sell, market,
promote and/or otherwise Commercialise” shall be understood to mean ac vely approaching or solici ng customers,
including, but not limited to, pursuing the ac ons described in clause 5.1 muta s mutandis outside the Territory.
12. Liability
12.1. ZENYAKU Indemni es. ZENYAKU shall indemnify, keep indemnified and hold harmless ASLAN, its Affiliates and their
directors, officers and employees (“ASLAN Indemnitees”) from and against all Liabili es incurred in connec on with any
Third Party claim arising out of or resul ng from:
a)
b)
c)
breach of any term of this Agreement by ZENYAKU, its Affiliates or contractors;
the negligence, recklessness or wilful misconduct of ZENYAKU, its Affiliates or contractors or sub-licensees;
the Development or Commercialisa on of Products by ZENYAKU or its Affiliates, or contractors or any end-use of such
Products in a manner and for a purpose authorised by any of them, except to the extent that the Liabili es arise out of
or result from, directly or indirectly, breach of any term of this Agreement, negligence, or wilful misconduct of any
ASLAN Indemnitees.
12.2. ASLAN Indemni es. Notwithstanding anything to the contrary in this Agreement, ASLAN shall indemnify, keep indemnified
and hold harmless ZENYAKU and its Affiliates, directors, officers and employees (“ZENYAKU Indemnitees”) from and against
all Liabili es incurred in connec on with any Third Party claim arising out of or resul ng from:
a)
b)
c)
breach of any term of this Agreement by ASLAN, its Affiliates, or contractors;
the negligence, recklessness or wilful misconduct of ASLAN, its Affiliates or contractors in the performance of its
obliga ons under this Agreement, except to the extent that the Liabili es arise out of or result from, directly or
indirectly, breach of any term of this Agreement, negligence, or wilful misconduct of any ZENYAKU Indemnitees;
any defects in any clinical drug supplies or Products supplied by ASLAN or any supplier designated by ASLAN.
12.3.
It is a condi on of indemnifica on under this Agreement that:
a)
b)
c)
the indemnified Party gives wri en no ce to the indemnifying Party of the Claim in respect of which indemnifica on is
sought promptly on becoming aware of it and does not at any me admit liability or otherwise a empt to se le or
compromise such Claim without the indemnifying Party’s prior wri en consent;
the indemnifying Party shall, at its cost, have sole conduct of the defence or compromise of any such Claim and as
between the indemnifying Party and the indemnified Party shall have the sole right to any costs and damages awarded
as a result of any such Claim; and
the indemnified Party provides the indemnifying Party such assistance and co-opera on as it shall reasonably require, at
the indemnifying Party’s reasonable cost, in respect of the conduct of such defence or compromise.
12.4.
Insurance. During the Commercialisa on Period and for a period of at least [***] a er the last commercial sale of a Product,
ZENYAKU will at no cost to ASLAN maintain in full force and effect with a reputable and solvent insurer (being an insurer with
Standard & Poors financial ra ng of not less than [***]), insurance, including product liability insurance and clinical trial
insurance (each as applicable), on a claims-made basis, with reasonable levels of coverage adequate to meet ZENYAKU's
obliga ons and poten al liabili es under this Agreement from me to me, and ZENYAKU undertakes to regularly review
and if necessary adjust its level of insurance cover as such obliga ons increase or change. Without limi ng the foregoing, the
par es agree that ZENYAKU will obtain and maintain the insurance with coverage limits of not less than the greater of (i)
[***] per occurrence and an annual aggregate of [***] (and [***] per occurrence and an annual aggregate of [***] a er the
ini a on of Phase 3 Clinical Trials) and (ii) an amount which represents the insurance required to conduct Development and
Commercialisa on, as applicable, of Product in the Territory (or applicable part thereof). At the request of ASLAN, ZENYAKU
must produce evidence of the currency of the insurance policies referred to in this clause 12.4.
12.5. Excluded Liabili es. The Par es agree that with respect to any claim by one Party against the other arising out of the
performance or failure of performance of the other Party under this Agreement, a Party shall be liable to the other Party for
direct damages only and shall not be liable for any indirect or consequen al loss or damage whatsoever arising under or in
rela on to the Agreement (whether arising from breach of contract (including under any indemnity), misrepresenta on
(whether tortuous or statutory), tort (including negligence), breach of statutory duty, strict liability including but not limited
to loss of profits, loss of business, loss of goodwill or similar loss, regardless of whether arising from warranty, strict liability
or otherwise or any other legal theory howsoever arising), even if that Party was aware of the possibility that such loss or
damage might be incurred by the other, except as a result of a Party’s wilful misconduct. Nothing in this clause 12.5 is
intended to limit or restrict the rights or obliga ons of either Party under clause 12.1 and 12.2 or to limit a Party’s liability in
respect of wilful misconduct.
13. Confiden ality
13.1. Confiden ality; Excep ons. In this Agreement, “Confiden al Informa on” means any informa on and materials disclosed or
made available to one Party by or on behalf of the other Party in
connec on with this Agreement, whether disclosed in wri ng, orally or by any other means and regardless of the date it was
disclosed, except to the extent that it can be established by the receiving Party that such Confiden al Informa on:
13.1.1
is in the lawful knowledge or possession of the receiving Party prior to the me it was disclosed to, or learned by,
the receiving Party;
13.1.2 was generally available to the public or otherwise part of the public domain at the me of its disclosure to the
receiving Party;
13.1.3
became generally available to the public or otherwise part of the public domain a er its disclosure and other than
through any act or omission of the receiving Party in breach of this Agreement; or
13.1.4
is disclosed to the receiving Party, other than under an obliga on of confiden ality, by a Third Party who has the
lawful power to disclose such informa on to the receiving Party.
Confiden al Informa on shall be deemed to include the terms of this Agreement.
13.2. Authorised Use and Disclosure. Except as expressly provided otherwise in this Agreement or on receiving the prior wri en
consent of the other Party, each Party:
13.2.1 must keep the Confiden al Informa on of the other Party confiden al;
13.2.2 must not use any Confiden al Informa on of the other Party except as reasonably necessary in carrying out its
obliga ons, or exercising its rights, under this Agreement (“Permi ed Purpose”);
13.2.3 may only disclose any Confiden al Informa on of the other Party as follows:
i.
to its Affiliates, directors, employees, permi ed sub-licensees, consultants and advisors (and the directors,
employees, consultants and advisors of its Affiliates) (“Representa ves”) to the extent necessary for the
Permi ed Purpose provided that the Party must ensure that any such Representa ve complies with the
obliga ons of confidence and non-use set out in this Agreement;
ii.
the terms of this Agreement may be disclosed to its legal and financial advisors, who must be bound by
similar obliga ons of confiden ality as contained in this Agreement;
iii.
if required to be disclosed to a competent authority in accordance with applicable laws, regula ons or stock
exchange rules (as applicable), in which case the disclosing Party shall promptly no fy the other Party of such
disclosure requirement to enable the other Party to seek a protec ve order or other form of confiden al
treatment for the Confiden al Informa on, and shall therea er disclose only that por on of the Confiden al
Informa on which is required to be disclosed in order to comply;
iv. ZENYAKU may make limited disclosure of IP of ASLAN which is Confiden al Informa on to the extent such
disclosure is necessary in prosecu ng or defending li ga on, or conduc ng preclinical or clinical trials.
13.3. Term of confiden ality. The obliga ons of confiden ality set out in this clause 13 apply from the Effec ve Date un l [***]
a er the expira on or termina on of this Agreement.
13.4. Specific enforcement. Each Party acknowledges that:
a)
b)
c)
the value of the other Party’s Confiden al Informa on, which includes any jointly owned Confiden al Informa on, is
unique and difficult to assess in monetary terms;
a breach by it of any of its obliga ons of confiden ality under this Agreement may irreparably harm the Party disclosing
such Confiden al Informa on, and damages may not be an adequate remedy for any such breach; and
therefore, if it actually breaches or threatens to breach the confiden ality obliga ons set forth in this Agreement, the
Party whose Confiden al Informa on is the subject of such breach, or who is affected by such breach, may seek to
enforce this Agreement by way of injunc ve relief or specific performance as a remedy (in addi on to any other
available relief) without proof of actual or special damage.
13.5. Publica ons. Without the prior wri en consent of the other Party, subject to clause 13.2.3 iii, ASLAN and ZENYAKU agree not
to issue any press releases, publica ons, abstracts or public announcements (“Publica ons”) concerning the terms of this
Agreement or ma ers rela ng thereto if the other Party (or its Affiliates or Products) is named therein (directly or by
referencing items such as logotypes, corporate image, commercial brands, or trademarks), or disclosing Confiden al
Informa on of the other Party, and shall ensure that their respec ve Affiliates do not do any of the foregoing. The Party
interested in issuing the Publica on shall submit the proposal to the other Party, who shall have at least [***] for review,
except as required by a governmental authority and applicable local law, including disclosure required by any securi es
exchange.
13.6. Applica on of Agreement to Confiden al Informa on already disclosed. Without limi ng the opera on of this Agreement,
this Agreement applies to all Confiden al Informa on whether or not any Confiden al Informa on of a Party was disclosed
to or accessed by the other Party before the Effec ve Date, and applies to informa on disclosed pursuant to the Reciprocal
Confiden ality Agreement between the Par es dated March 1, 2022.
14. Term And Termina on
14.1. Term. This Agreement shall become effec ve as of the Effec ve Date and, unless earlier terminated under this Agreement,
shall expire upon expira on of the respec ve Royalty Term in the Territory (“Term”), provided that upon such expira on of
the Term in the Territory, ASLAN will use reasonable efforts to shall grant to ZENYAKU and its Affiliates a perpetual, non-
terminable, non-revocable non-exclusive licence to exploit subsis ng An body Technology in connec on with the
Commercialisa on of Products in the Field in the Territory, subject to clause 6.8.
14.2. Termina on on No ce. ZENYAKU may terminate this Agreement at any me upon service of at least ninety (90) days prior
wri en no ce on ASLAN.
14.3. Termina on for Breach. Either Party may terminate this Agreement in the event the other Party shall have breached or
defaulted in the performance of any of its material obliga ons (including but not limited to those obliga ons s pulated in
clauses 2 through 6 or 8 of this Agreement) hereunder, and such default shall have con nued for ninety (90) days a er
wri en no ce thereof was provided to the breaching Party by the non-breaching Party. Any termina on shall become
effec ve at the end of such ninety (90) day period unless the breaching Party (or any other Party on its behalf) has cured any
such breach or default prior to the expira on of the ninety (90) day period.
14.4. Termina on on Insolvency. Either Party may terminate this Agreement by no ce, if, at any me, the other Party (i) suspends
payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to
pay its debts; or (ii) a pe on is filed, a no ce is given, a resolu on is passed, or an order is made, for or in connec on with
the winding up of that Party (other than for the sole purpose of a scheme for a solvent amalgama on of that Party with one
or more other companies or the solvent reorganisa on of that Party); or (iii) an applica on is made to court, or an order is
made, for the appointment of an administrator, or if an administrator is appointed over that Party; or (iv) a receiver is
appointed over all or any of the assets of that Party; or (v) any similar insolvency event to any of the foregoing occurs in any
jurisdic on; or (vi) that Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substan al part of its
business.
15. Effect of Termina on
15.1. Accrued Rights, Surviving Obliga ons. Termina on or expira on of the Agreement for any reason shall be without prejudice
to any obliga ons which shall have accrued prior to such termina on or expira on, including, without limita on, any and all
damages arising from any breach hereunder.
15.2. Upon any early termina on of the Agreement (not expiry) by ASLAN under clause 14.3 or 14.4, or by ZENYAKU under clause
14.2, clauses 15.3 through 15.6 shall be applicable. Upon any early termina on of the Agreement (not expiry) by ZENYAKU
under clause 14.3 or 14.4, clause 15.7 shall be applicable.
15.3. Upon any termina on (not expiry) of the Agreement by ASLAN under clause 14.3 or 14.4, or by ZENYAKU under clause 14.2:
a)
ZENYAKU shall promptly assign and transfer to ASLAN all Regulatory Filings with respect to Products in the Field that are
held or Controlled by or under authority of ZENYAKU or its Affiliates, and shall take such ac ons and execute such other
instruments, assignments and documents as may be necessary to effect the transfer of rights under such Regulatory
Filings to ASLAN. ZENYAKU shall cause each of its Affiliates to transfer any such Regulatory Filings to ASLAN if this
Agreement terminates. If applicable laws, rules or regula ons prevent or delay the transfer of ownership of a Regulatory
Filing to ASLAN, ZENYAKU shall grant, and does hereby grant, to ASLAN an exclusive and irrevocable right of access and
reference to such Regulatory
Filing for the Product(s), and shall cooperate fully to make the benefits of such Regulatory Filings available to ASLAN
and/or its designee(s). Within [***] a er no ce of such termina on, ZENYAKU shall provide to ASLAN copies of all such
Regulatory Filings, and of all preclinical and clinical data (including raw data, original records, inves gator reports, both
preliminary and final, sta s cal analyses, expert opinions and reports, safety and other electronic databases) and other
Know-How informa on pertaining to the Product, or the manufacture thereof. ASLAN shall be free to use and disclose
such Regulatory Filings and other items in connec on with the exercise of its rights and licences under this clause 15.3.
ZENYAKU will have the right to retain one copy of such Regulatory Filings for archival purposes only and as reasonably
necessary to demonstrate compliance with the terms and condi ons of this Agreement, including in connec on with
legal proceedings.
b)
ZENYAKU shall grant, and hereby does grant, effec ve upon the effec ve date of such termina on: (i) an exclusive,
irrevocable, fully paid-up licence to ASLAN for the Territory to make, use, sell, offer for sale or import Product(s), under
any patent rights Controlled by ZENYAKU or its Affiliates that: (A) were generated by ZENYAKU or its Affiliates in
connec on with the Development or Commercialisa on of the Product(s) prior to the effec ve date of such
termina on, or (B) were otherwise u lized by ZENYAKU, or its Affiliates in the Development or Commercialisa on of the
Product(s); and (ii) a non-exclusive, worldwide, fully-paid licence to ASLAN under any know-how Controlled by ZENYAKU
or its Affiliates that: (A) were generated by ZENYAKU or its Affiliates in connec on with the Development or
Commercialisa on of the Product(s) prior to the effec ve date of such termina on, or (B) were otherwise u lized by
ZENYAKU or its Affiliates in the Development or Commercialisa on of the Product(s), in each case under the preceding
sub-clauses (i) and (ii) solely to the extent reasonably necessary for ASLAN to make, use, sell, offer for sale or import
Product(s) in the Field; provided, however, if any such patent rights or other IP licensed to ASLAN hereunder is subject to
payment obliga ons to a Third Party, ZENYAKU shall promptly disclose such obliga ons to ASLAN in wri ng and use
Commercially Reasonable Efforts to procure that ASLAN and the Third Party communicate directly with each other, with
a view to the Third Party gran ng rights directly to ASLAN to use such rights a er the effec ve date of termina on,
failing which such patent rights or other IP shall be deemed to be Controlled by ZENYAKU only if ASLAN agrees in wri ng
to reimburse all amounts owed to such Third Party as a result of ASLAN’s exercise of such licence.
c) Upon ASLAN’s request, ZENYAKU shall cause to be assigned, and hereby does assign, to ASLAN all rights in and to any
and all trademarks used in connec on with the Commercialisa on of the Product by ZENYAKU or its Affiliates in the
Territory. It is understood that such assignment shall not include ZENYAKU’s name or trademark for ZENYAKU’s company
itself.
d)
If there are any ongoing clinical trials with respect to the Product being conducted by or on behalf of ZENYAKU, its
Affiliates at the me of no ce of termina on, ZENYAKU agrees to (i) promptly transi on to ASLAN or its designee some
or all of such clinical trials and the ac vi es related to or suppor ng such trials, (ii) con nue to conduct such clinical
trials for a period requested by ASLAN up to a maximum of [***] a er the effec ve date of such termina on, or (iii)
terminate such clinical trials; in each case as requested by ASLAN and subject to compliance
with applicable laws, rules and regula ons.
15.4. For (a) through (d) of clause 15.3 above, ZENYAKU shall be responsible for the reasonable costs of such transi on.
15.5.
If requested by ASLAN, ZENYAKU, its Affiliates shall con nue to distribute and sell the Products in the Territory, in accordance
with the terms and condi ons of this Agreement, for a period requested by ASLAN not to exceed [***] following the effec ve
date of termina on (“Commercialisa on Wind-Down Period”) provided that ASLAN may terminate this Commercialisa on
Wind-Down Period upon [***] no ce to ZENYAKU. Notwithstanding any other provision of this Agreement, during this
Commercialisa on Wind-Down Period, ZENYAKU’s and its Affiliates’ rights with respect to the Products shall be non-
exclusive, and ASLAN shall have the right to engage one or more other partner(s) or distributor(s) of the Products in all or
part of the Territory. The Products sold or disposed by ZENYAKU or its Affiliates during this Commercialisa on Wind-Down
Period shall be subject to royal es under clause 6 above. A er the Commercialisa on Wind-Down Period, ASLAN and
ZENYAKU shall exercise Commercially Reasonable Efforts to collaborate to ensure stable supply of the Product in the
Territory, by ASLAN or through another partner, in compliance with the local regula ons in the Territory, provided, however,
that ZENYAKU and its Affiliates shall not sell the Products nor make any representa on that, or implying that, they are a
con nuing licensee of or distributor for ASLAN for the Products.
15.6. ZENYAKU agrees to fully cooperate with ASLAN and its designee(s) to facilitate a smooth, orderly and prompt transi on of
the Development and Commercialisa on of Products to ASLAN and/or its designee(s) during the Commercialisa on Wind-
Down Period. Without limi ng the foregoing ZENYAKU shall, subject to applicable data privacy laws and its relevant
contractual confiden ality obliga ons to Third Par es, promptly provide ASLAN (i) copies of customer lists, customer data
and other customer informa on rela ng to the Products and (ii) (if applicable) manufacturing informa on (including
protocols for the produc on, packaging, tes ng and other manufacturing ac vi es) rela ng to the Product in ZENYAKU’s
Control, which in each case ASLAN shall have the right to use and disclose for any purpose, subject to applicable data privacy
laws and its relevant contractual confiden ality obliga ons to Third Par es, during this Commercialisa on Wind-Down Period
and therea er. Upon request by ASLAN, ZENYAKU shall transfer to ASLAN all quan es of the Product in its or its Affiliates’
Control (as requested by ASLAN), within [***] a er the end of this Commercialisa on Wind-Down Period; provided,
however, that ASLAN shall reimburse ZENYAKU for the costs that ZENYAKU actually incurred to manufacture or purchase the
quan es so provided to ASLAN, which in the case ZENYAKU has manufactured such quan es of Product itself, shall be
ZENYAKU’s fully-burdened manufacturing cost. If any Product was manufactured by any Third Party for ZENYAKU, or ZENYAKU
had contracts with vendors which contracts are necessary or reasonably useful for ASLAN to take over responsibility for the
Product in the Territory, then ZENYAKU shall to the extent reasonably possible and requested in wri ng by ASLAN, assign all
of the relevant Third-Party contracts to ASLAN subject to the necessary consents of such Third Par es, and in any case,
ZENYAKU agrees to cooperate with ASLAN to ensure uninterrupted supply of the Products. ZENYAKU shall be responsible for
the reasonable costs of such assignment except in the case of a termina on of this Agreement by ASLAN pursuant to clause
14.4, in which case ASLAN shall be responsible for such costs. If ZENYAKU or its Affiliate manufactured any Product at the
me of
termina on, then ZENYAKU (or its Affiliate) shall con nue to provide for manufacturing of such Product for ASLAN, at its
fully-burdened manufacturing costs therefor, from the date of no ce of such termina on un l such me as ASLAN is able,
using diligent efforts to do so but no longer than the expira on of the Commercialisa on Wind-Down Period, to secure an
acceptable alterna ve commercial manufacturing source from which sufficient quan es of the Product may be procured
and legally sold in the Territory.
15.7.
In the event that this Agreement is terminated by ZENYAKU under clause 14.3 or 14.4, ZENYAKU shall have the right, upon
such termina on taking effect, to require ASLAN to use Commercially Reasonable Efforts to procure that CSL enters into an
agreement with ZENYAKU gran ng the same or substan ally similar rights directly to ZENYAKU as it receives under this
Agreement (including without limita on manufacturing rights), subject to ZENYAKU accep ng the same or substan ally the
same obliga ons to CSL as it had to ASLAN hereunder. For the avoidance of doubt, termina on by ZENYAKU of this
Agreement shall not automa cally result in the termina on of any separate manufacturing and supply agreement between
the Par es, which will remain in full force and effect (unless itself terminated in accordance its terms). In the event that an
agreement is entered into between CSL and ZENYAKU directly, ASLAN undertakes to grant an exclusive licence for the
Territory under the ASLAN Patents and the ASLAN Know-How to ZENYAKU, the terms of which shall be separately discussed
and agreed upon between ASLAN and ZENYAKU. This clause 15.7 shall survive termina on of this Agreement.
15.8. Survival. Clauses 1, 2.9, 4.5, 7.1, 8.1, 10.11, 10.12, 12, 13, 14.1, 15, 17.4, 17.11 and 17.12 a) of this Agreement shall survive
expira on or termina on of this Agreement for any reason. With respect to any termina on or expira on of this Agreement,
all rights and obliga ons of the Par es under this Agreement shall terminate upon such expira on or termina on, except to
the extent otherwise provided in this clause 15.
15.9. Termina on is not the sole remedy under this Agreement and, whether or not termina on is effected, all other remedies will
remain available except as agreed to otherwise herein.
16. Buy Back Op on
16.1. ASLAN reserves the right during the Term, subject to applicable Japanese laws and regula ons, to revoke the rights granted
to ZENYAKU pursuant to this Agreement without any liability, subject to ASLAN complying with the terms set out below
("Buy-Back Op on").
16.2. ASLAN may exercise the Buy-Back Op on by serving wri en no ce to this effect ("Buy-Back No ce") to ZENYAKU. Upon
such service, the Par es shall discuss and agree ( me being of the essence) what ma ers and procedures are needed in
order to effect an orderly transi on of Development and/or Commercialisa on of the Products in the Territory to ASLAN or
its nominee, including without limita on:
(a)
the effec ve date of the final revoca on of the rights granted to ZENYAKU pursuant to this Agreement as effected by the
Buy-Back Op on, and the date the Buy-Back Op on shall be deemed to have been exercised (the “Buy-Back Effec ve
Date”) shall be no more than [***]
from the date of the Buy Back No ce; and the period between the date of service of the Buy-Back No ce and the Buy-
Back Effec ve Date shall be termed the “Buy-Back Transi on Period”;
(b) what development and/or commercialisa on ac vi es shall be pursued by ZENYAKU during the Buy-Back Transi on
Period;
(c) who shall bear the costs of the ma ers referred to in (b).
16.3. Once the Buy-Back Op on has been exercised, ASLAN shall pay to ZENYAKU a sum (the “Buy-Back Fee”) calculated as follows:
16.3.1.
16.3.2.
If ASLAN exercises the Buy-Back Op on before enrolment of the first pa ent in the phase 3 study of the Product in the
Territory, the Buy-Back Fee shall be a sum equal to:
•
•
[***]; plus
[***].
If ASLAN exercises the Buy-Back Op on a er enrolment of the first pa ent in the phase 3 study of the Product in the
Territory, the Buy-Back Fee shall be a sum equal to:
•
•
[***]; plus
[***].
For the purposes of this clause:
•
•
•
“Development Costs” means the costs incurred by ZENYAKU or for its account that are specifically iden fiable (or
reasonably allocable) to the Development of any Products in the Territory and that are directed to achieving or
maintaining Marke ng Approval for such Products in the Territory. Development Costs shall include amounts that
ZENYAKU pays to Third Par es involved in the Development of a Product, and reasonable out-of-pocket costs incurred
by ZENYAKU in connec on with the Development of such Product. Development Costs include, but not limited to, the
following: (a) preclinical costs such as toxicology and formula on development, test method development, delivery
system development, stability tes ng and sta s cal analysis; (b) clinical costs; (c) expenses related to adverse event
repor ng; (d) permi ed manufacturing costs for a Product for use in preclinical and clinical ac vi es including the
manufacture, purchase or packaging of comparators or placebo for use in clinical trials, and any associated release
tes ng and QA/QC development costs; and (e) regulatory expenses rela ng to Development ac vi es for the purpose
of obtaining Marke ng Approval for an indica on for a Product.
“Accumulated Development Costs” shall mean the accumula on of the Development Costs actually paid by ZENYAKU
between the Effec ve Date and the Buy-Back Effec ve Date. For avoidance of doubt, any payment liabili es to Third
Par es rela ng to Development Costs that have been invoiced to ZENYAKU but not paid out by ZENYAKU as of the
Buy-Back Effec ve Date shall either be taken over by ASLAN, or if to be paid by ZENYAKU, shall be included in the
calcula on of Accumulated Development Costs, based on mutual discussion and agreement between ZENYAKU and
ASLAN.
“Total Sums Paid” shall mean the aggregate of all sums actually paid by ZENYAKU to ASLAN
pursuant to this Agreement up to the Buy-Back Effec ve Date, including without limita on the Ini al Payment, plus
milestones pursuant to clauses 3 and 6, and royal es pursuant to clause 6, all in the net amounts as actually received
by ASLAN.
In the event that any tax, levy or charge was imposed by any government agency on any payments forming part of the
Accumulated Development Costs and/or Total Sums Paid and ZENYAKU, in accordance with clause 6.9, deducted such
amount of any tax, levy or charge from such payments to ASLAN, then ASLAN, shall, in calcula ng the Buy-Back Fee,
deem these payments to be the full amounts paid out by ZENYAKU, including both such taxes, levies or charges and
the net amounts actually received by ASLAN.
16.4. The Buy-Back Fee shall be payable within [***] of the ZENYAKU’s invoice for the same, and the different components of the
Buy-Back Fee shall be paid to ZENYAKU in the currency originally incurred (thus, for example, if milestones were paid to
ASLAN in US dollars they will be repaid to ZENYAKU in US dollars; and if Development Costs were paid by ZENYAKU in
Japanese Yen they will be repaid to ZENYAKU in Japanese Yen).
16.5.
In the event that ASLAN exercises the Buy-Back Op on, (a) if ASLAN enters into an exclusive licence of the rights for the
Product in the Territory to a Third Party, (b) if ASLAN, having undergone a change of Control is now controlled by a Third
Party (including, but not limited to the case where ASLAN loses its legal personality through M&A) and is to exercise the
rights granted to ZENYAKU under this Agreement itself in the Territory, or (c) if ASLAN, on its own, is to exercise the rights
granted to ZENYAKU under this Agreement itself in the Territory, then in addi on to payment of the Buy-Back Fee, it will use
Commercially Reasonable Efforts to procure that [***]. If ASLAN delivers a reasonable offer within [***], ZENYAKU shall not
unreasonably withhold or delay acceptance. If, notwithstanding ASLAN’s Commercially Reasonable Efforts, ASLAN is unable
to procure that any such rights are granted to ZENYAKU within [***] of the Buy Back Effec ve Date, then [***].
[***]
16.6.
In the event that ASLAN exercises the Buy-Back Op on before enrolment of the first pa ent in the phase 3 study of the
Product in the Territory, then the percentage rates set out in the right-hand column of the table in clause 16.5 shall be
reduced by [***].
16.7. Upon the Buy-Back Effec ve Date, and subject to the terms of this clause: (i) all licences granted to ZENYAKU under clause 2
and 5 shall cease; (ii) ZENYAKU shall cease all exploita on of the An body Technology; (iii) ZENYAKU shall promptly return to
ASLAN, at ASLAN's expense or, if ASLAN so elects, permanently delete, all records and copies (including electronic copies) of
the An body Technology, of technical material in its possession rela ng to the Products, and of any informa on (whether or
not technical) of a confiden al nature communicated to it by ASLAN, either in contempla on or as a result of this
Agreement, provided that it may retain one copy for archival purposes only and as reasonably necessary to demonstrate
compliance with the terms and condi ons of this Agreement, including in connec on with legal proceedings; and (iv) within
[***] a er Buy-Back Effec ve Date, ASLAN shall, or shall cause any other person designated by ASLAN to purchase, at
ASLAN's expense, all Product(s) that ZENYAKU has not disposed of at the price that ZENYAKU has paid for such
Products plus delivery costs. ZENYAKU agrees (at ASLAN's cost) to execute such documents and do all such acts and things as
ASLAN may deem desirable or necessary pursuant to its exercise of its rights under this clause 16.
17. General
17.1. Assignment. This Agreement shall not be assignable by either Party to any Third Party hereto without the wri en consent of
the other Party, not to be unreasonably withheld or delayed, provided that in no circumstances will ZENYAKU assign this
agreement to any other party which would result in a more disadvantageous taxa on outcome for ASLAN; provided,
however, that either party may assign this Agreement and its rights and obliga ons hereunder without the other party’s
consent: (a) in connec on with the transfer or sale of all or substan ally all of the business of such party to which this
Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise (whether this Agreement is
actually assigned or is assumed by the acquiring party by opera on of law (e.g., in the context of a reverse triangular
merger)); or (b) to an Affiliate for so long as such Affiliate remains an Affiliate, provided that the assigning party shall remain
liable and responsible to the non-assigning party hereto for the performance and observance of all such du es and
obliga ons by such Affiliate. Notwithstanding the foregoing, any taxes resul ng from any permi ed assignment of this
Agreement shall be borne by the assigning Party and the Third Party who will be the assignee of this Agreement. No Party
shall enter into or purport to enter into any assignment and transfer unless and un l the assignee/transferee agrees in
wri ng to be bound by the provisions of this Agreement. The terms and condi ons shall be binding on and inure to the
benefit of the permi ed successors and assigns of the Par es.
17.2. ASLAN Strategic Transac on: In the event that ASLAN intends:
17.2.1.
to transfer the development and/or Commercialisa on of the An body outside the Territory to a Third Party, either by
way of outright assignment, or as part of a major interna onal licensing deal in respect of which the territories
covered by such licence deal include at least the USA and the European Union; or
17.2.2.to undergo a change in its Control,
(17.2.1 and 17.2.2 collec vely a “Strategic Transac on”)
17.2.3. ASLAN shall, to the extent it is contractually and legally permi ed, and prior to entering into the Strategic Transac on,
provide ZENYAKU with informa on about the Third Party who will be taking over rights and obliga ons of ASLAN
under the Strategic Transac on, and the terms and condi ons thereof in so far as they have impact on or relevance to
ZENYAKU’s rights and obliga ons under this Agreement. ZENYAKU shall have the right to provide comments to ASLAN
on the Strategic Transac on and on such terms and condi ons, and ASLAN shall consider in good faith such
comments.
17.3.
Independent status of the Par es. The Par es to this Agreement are independent contractors and agree that the
rela onship between the Par es shall not cons tute a partnership, joint venture or
agency. No Party shall have the authority to make any statement, representa on or commitment of any kind, or to take any
ac on, which shall be binding on the other Party, without the prior wri en consent of the other Party.
17.4. Waiver. No delay or omission by a Party in exercising or availing itself of any right, power or privilege hereunder shall
preclude the later exercise of any such right, power or privilege by such Party. No waiver shall be effec ve unless made in
wri ng with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorised representa ve
of the Party gran ng the waiver. Waiver by a Party of a breach hereunder by the other Party shall not be construed as a
waiver of any succeeding breach of the same or any other provision. A er termina on or expiry of this Agreement this
clause shall only be applicable in respect of rights and obliga ons which survive such termina on or expiry.
17.5. Force Majeure. Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other by reasons
of any delay in performance or non-performance of any of its obliga ons under this Agreement, to the extent that such
delay or non-performance is due to any event of force majeure, including without limita on any wars, insurrec ons, strikes,
acts of God, pandemics, governmental ac ons or controls or any other con ngency beyond its control. The Party whose
performance of obliga ons has been delayed by force majeure shall use its Commercially Reasonable Efforts to overcome
the effect of the force majeure event as soon as possible. The Party affected by the force majeure shall no fy immediately
to the other Party the existence of the force majeure. The other Party shall have no right to demand indemnity or damages
as a result of the force majeure event. If the event of force majeure preven ng performance con nues for more than [***]
from the date of no ce given pursuant thereto and such suspension of performance would otherwise cons tute a material
breach under this Agreement, the non-force majeure Party may terminate this Agreement, by giving wri en no ce of
termina on to the other without liability to any of the Par es, except the obliga on to make any payments due up to such
date under this Agreement. Termina on under this clause 17.5 shall be considered as termina on under clause 14.3
provided that no Party shall be en tled to damages or any other legal remedy in connec on therewith.
17.6. En re Agreement. This Agreement embodies all of the understandings and obliga ons between the Par es with respect to
the subject ma er hereof, and supersedes, replaces and cancels all prior agreements or understandings between the Par es
with respect to the same.
17.7. Amendments. No amendments to this Agreement shall be valid unless executed in wri ng by duly authorised signatories of
both Par es.
17.8. No ces. All no ces, instruc ons and other communica ons hereunder or in connec on herewith shall be in wri ng, shall be
sent to the address of the relevant Party set forth below and shall be (a) delivered personally, (b) sent via a reputable
interna onal overnight courier service, or (c) sent by email configured with electronic confirma on of receipt. Any such
no ce, instruc on or communica on shall be deemed to be delivered by the sending Party in the case of (a) upon receipt, in
the case of (b) upon signature of the receipt by the receiving Party and in the case of (c) upon receipt of electronic
confirma on of receipt. Either Party may change its address by giving no ce to
the other Party in the manner provided above. All no ces shall be in English language. Addi onally, all informa on,
documents and reports which ASLAN is required to provide or send to ZENYAKU under this Agreement, and which are not
originally in English, shall be sent together with their applicable transla on into English.
a)
If to ASLAN:
ASLAN Pharmaceu cals Pte. Limited
3 Temasek Avenue, Level 18,
Centennial Tower, Singapore 039190
A en on: General Counsel
E mail: [***]
If to ZENYAKU:
b)
Zenyaku Kogyo Co., Ltd.,
6-15, Otsuka 5-Chome, Bunkyo-ku,
Tokyo, 112-8650,
Japan
A en on: [***]
E mail: [***]
17.9. Severability. In the event any por on of this Agreement shall be held illegal, void or ineffec ve, the remaining por on hereof
shall remain in full force and effect and shall not be affected. If any of the terms or provisions of this Agreement are in
conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inopera ve to the extent
they may conflict therewith and shall be deemed to be modified to conform to such statute or rule of law. However, in case
such invalida on or unenforceability injures the rights and interests of either Party, the Par es hereto shall renego ate the
corresponding provisions of this Agreement in good faith.
17.10. Third-Party beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third
Party including, without limita on, any creditor of any Party hereto. No such Third Party shall obtain any right under any
provision of this Agreement or shall by reason of any such provision make any claim in respect of any debt, liability or
obliga on (or otherwise) against any Party hereto.
17.11. Governing Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed,
construed and enforced in accordance with the laws of England, without regard or giving effect to the conflicts of law
principles thereof. The Par es expressly exclude applica on of the United Na ons Conven on for the Interna onal Sale of
Goods.
17.12. Dispute Resolu on.
a)
Internal Resolu on. Except as otherwise expressly provided herein, in the event of any controversy, claim or other
dispute arising out of or rela ng to any provision of this Agreement or the interpreta on, enforceability, performance,
breach, termina on or validity hereof (a “Dispute”), such Dispute shall be first referred to the Chief Execu ve Officer
(CEO) of each Party or the person that each of them may delegate (provided each such delegate has adequate
seniority, experience and exper se), for resolu on, prior to proceeding under the following provisions of this clause. For
the avoidance of doubt, this internal resolu on proceeding shall not and cannot be used by any of the Par es as a way
to modify the rights and obliga ons under the Agreement or as a way to modify the agreements already reached by the
Par es as they have been reflected in the Agreement. Any Par es’ resolu on under this proceeding shall be resolved in
accordance with the terms and condi ons of the Agreement and the rights and obliga ons of the Par es as they are
currently reflected in the Agreement. This internal resolu on proceeding will be used as the last resort for the Par es to
avoid to enter into a dispute to be resolved by the arbitra on proceeding below. A Dispute shall be referred to such
execu ves upon any Party providing the other Party with wri en no ce that such Dispute exists, and such execu ves, or
their designees, shall a empt to resolve such Dispute through good faith discussions, each Party ac ng reasonably,
within [***] of being referred to such execu ves.
b) Arbitra on. Except as otherwise agreed in wri ng, the Par es agree that any Dispute over any ma er which has not
been resolved following the procedures set out in clause 17.12 a) shall be finally se led by arbitra on in accordance
with the Interac ve Arbitra on Rules of The Japan Commercial Arbitra on Associa on. The place of the arbitra on
shall be Tokyo, Japan. The arbitra on shall be conducted in English. The arbitra on tribunal (the “Tribunal”) shall
consist of three (3) arbitrators who are experienced in the biopharmaceu cal industry. Each Party shall designate one
arbitrator and the third arbitrator, who shall serve as chair of the Tribunal, shall be designated by the two party-
appointed arbitrators in consulta on with the Par es. Judgment upon the award may be entered in any court having
jurisdic on thereof.
17.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall cons tute one and the same instrument.
IN WITNESS WHEREOF, the Par es have executed this Agreement in duplicate originals by their duly authorised representa ves as of
the date and year first above wri en.
Each person execu ng this Agreement on behalf of a Party represents and warrants his / her capacity and authority to do so.
ASLAN Pharmaceu cals Pte. Ltd.
Zenyaku Kogyo Co., Ltd.
By: /s/ Carl Firth
By: /s/ Koichi Hashimoto_____ ________________
Name: Carl Firth
Name: Koichi Hashimoto___________ __________
Title: CEO
Title: President and Chief Execu ve Officer___ ___
Date: 22 June, 2023
Date: 22 June, 2023 ___________ _____________
Schedule 1
Product: ASLAN004
Schedule 2
ASLAN Know-How and ASLAN In-Licensed Know-How
Schedule 3
An body Patents
Schedule 4
ASLAN DEVELOPMENT PLAN
Schedule 5
ZENYAKU DEVELOPMENT PLAN
Schedule 6
ESTIMATED PRICE
Schedule 7
T
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED BECAUSE THE REGISTRANT
HAS DETERMINED THE INFORMATION IS NOT MATERIAL AND IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL.
Exhibit 4.18
To: Zenyaku Kogyo Co., Ltd.
6-15, Otsuka 5-Chome,
Bunkyo-ku, Tokyo,
112-8650, Japan
[***]
Department Manager of Business Development Department
A n:
29 January 2024
Dear [***]
3 Temasek Avenue
Level 18
Singapore 039190
t +65 6817 9598
www.aslanpharma.com
BY REGISTERED POST & EMAIL
Amendment to Collabora ve Development & Commercialisa on Agreement
I refer to the Collabora ve Development & Commercialisa on Agreement rela ng to eblasakimab in Japan dated 22 June 2023 between
Zenyaku Kogyo Co., Ltd. (‘Zenyaku’) and ASLAN Pharmaceu cals Pte Limited (‘ASLAN’) (the ‘Agreement’). Capitalised terms used herein
are as defined in the Agreement unless stated otherwise.
As you know, under clause 8.1 of the Agreement the Par es agreed to use Commercially Reasonable Efforts to enter into a clinical
manufacturing and supply agreement substan ally in accordance with the terms and condi ons set out in Schedule 7 (‘Clinical Supply
Agreement’), within [***] a er the Effec ve Date of the Agreement, that is, by [***]. However, discussions on the Clinical Supply
Agreement have not been finalised yet. Accordingly, I propose that the target deadline for the Par es to enter into the Clinical Supply
Agreement be revised to [***]; and that clause 8.1 of the Agreement be deemed amended accordingly.
If you are agreeable to this amendment, and in order to make it effec ve pursuant to clause 17.7 of the Agreement, please counter-sign
and date where indicated below on behalf of Zenyaku, and e-mail a scanned copy back to me. An original of this amendment will follow
in the post; please do likewise with that.
Kind regards
(Signature) /s/ Stephen Doyle…………………..
Stephen Doyle, for and on behalf of ASLAN Pharmaceu cals Pte Limited
Date: 31/1/24
AGREED & ACKNOWELDGED:
(Signature) /s/ Yasukatsu Tsukada…………………..
Yasukatsu Tsukada, for and on behalf of Zenyaku Kogyo Co., Ltd.
Date: 31/1/24
Reg No 201007695N1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carl Firth, certify that:
Exhibit 12.1
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of ASLAN Pharmaceuticals Limited (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent
functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
Date: April 12, 2024
By:
/s/ Carl Firth, Ph.D.
Carl Firth, Ph.D.
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kiran Asarpota, certify that:
Exhibit 12.2
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of ASLAN Pharmaceuticals Limited (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent
functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
Date: April 12, 2024
By:
/s/ Kiran Asarpota
Kiran Asarpota
Chief Operating Officer
(Principal Financial Officer and Principal Accounting
Officer)
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), Carl Firth,
Ph.D., Chief Executive Officer of ASLAN Pharmaceuticals Limited (the “Company”), hereby certifies that, to the best of his knowledge:
1.
2.
The Company’s Annual Report on Form 20-F for the year ended December 31, 2023, to which this certification is attached as Exhibit 13.1
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: April 12, 2024
By:
/s/ Carl Firth, Ph.D.
Carl Firth, Ph.D.
Chief Executive Officer
(Principal Executive Officer)
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after
the date of the Report), irrespective of any general incorporation language contained in such filing.
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), Kiran
Asarpota, Chief Operating Officer of ASLAN Pharmaceuticals Limited (the “Company”), hereby certifies that, to the best of his knowledge:
1.
2.
The Company’s Annual Report on Form 20-F for the year ended December 31, 2023, to which this certification is attached as Exhibit 13.1
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: April 12, 2024
By:
/s/ Kiran Asarpota
Kiran Asarpota
Chief Operating Officer
(Principal Financial Officer and Principal Accounting
Officer)
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after
the date of the Report), irrespective of any general incorporation language contained in such filing.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-254768, 333-270835, 333-270837 and 333-278217 on
Form-3 and Registration Statement Nos. 333-252118, 333-263843 and 333-270832 on Form S-8 of our reports dated April 12, 2024,
relating to the financial statements of ASLAN Pharmaceuticals Limited and the effectiveness of ASLAN Pharmaceuticals Limited’s internal
control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP Singapore
Deloitte & Touche LLP
Singapore
April 12, 2024
Exhibit 97.1
Incen ve Compensa on Recoupment Policy
Version: v1.0
Effec ve Date: 2 October 2023
Approved by: 13 March 2024
1.
I
The Remunera on Commi ee (the “Remunera on Commi ee”) of the Board of Directors (the “Board”) of ASLAN
Pharmaceu cals Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), has
determined that it is in the best interests of the Company and its shareholders to adopt this Incen ve Compensa on Recoupment
Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incen ve Compensa on that is received by Covered
Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to
such terms in Sec on 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Sec on 10D of the Exchange Act,
Rule 10D-1 promulgated thereunder (“Rule 10D-1”) and Nasdaq Lis ng Rule 5608 (the “Lis ng Standards”).
2.
E D
This Policy shall apply to all Incen ve Compensa on that is received by a Covered Officer on or a er October 2, 2023
(the “Effec ve Date”). Incen ve Compensa on is deemed “received” in the Company’s fiscal period in which the Financial
Repor ng Measure specified in the Incen ve Compensa on award is a ained, even if the payment or grant of such Incen ve
Compensa on occurs a er the end of that period.
3.
D
“Accoun ng Restatement” means an accoun ng restatement that the Company is required to prepare due to the material
noncompliance of the Company with any financial repor ng requirement under the securi es laws, including any required
accoun ng restatement to correct an error in previously issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or le
uncorrected in the current period.
“Accoun ng Restatement Date” means the earlier to occur of (a) the date that the Board, a commi ee of the Board
authorized to take such ac on, or the officer or officers of the Company authorized to take such ac on if Board ac on is not
required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accoun ng Restatement,
or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accoun ng
Restatement.
“Administrator” means the Remunera on Commi ee or, in the absence of such commi ee, the Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regula ons promulgated thereunder.
“Covered Officer” means each current and former Execu ve Officer.
“Exchange” means the Nasdaq Stock Market.
2
“Exchange Act” means the U.S. Securi es Exchange Act of 1934, as amended.
“Execu ve Officer” means the Company’s president, principal financial officer, principal accoun ng officer (or if there is no
such accoun ng officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or
func on (such as sales, administra on, or finance), any other officer who performs a policy-making func on, or any other person
who performs similar policy-making func ons for the Company. Execu ve officers of the Company’s parent(s) or subsidiaries are
deemed execu ve officers of the Company if they perform such policy-making func ons for the Company. Policy-making func on
is not intended to include policy-making func ons that are not significant. Iden fica on of an execu ve officer for purposes of
this Policy would include at a minimum execu ve officers iden fied pursuant to Item 401(b) of Regula on S-K promulgated under
the Exchange Act.
“Financial Repor ng Measures” means measures that are determined and presented in accordance with the accoun ng
principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such
measures, including Company share price and total shareholder return (“TSR”). A measure need not be presented in the
Company’s financial statements or included in a filing with the SEC in order to be a Financial Repor ng Measure.
“Incen ve Compensa on” means any compensa on that is granted, earned or vested based wholly or in part upon the
a ainment of a Financial Repor ng Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accoun ng Restatement Date, as
well as any transi on period (resul ng from a change in the Company’s fiscal year) within or immediately following those three
completed fiscal years (except that a transi on period of at least nine months shall count as a completed fiscal year).
Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effec ve Date.
“Recoverable Incen ve Compensa on” means Incen ve Compensa on received by a Covered Officer during the Lookback
Period that exceeds the amount of Incen ve Compensa on that would have been received had such amount been determined
based on the Accoun ng Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regard to tax
withholdings and other deduc ons). For any compensa on plans or programs that take into account Incen ve Compensa on, the
amount of Recoverable Incen ve Compensa on for purposes of this Policy shall include, without limita on, the amount
contributed to any no onal account based on Recoverable Incen ve Compensa on and any earnings to date on that no onal
amount. For any Incen ve Compensa on that is based on stock price or TSR, where the Recoverable Incen ve Compensa on is
not subject to mathema cal recalcula on directly from the informa on in an Accoun ng Restatement, the Administrator will
determine the amount of Recoverable Incen ve Compensa on based on a reasonable es mate of the effect of the Accoun ng
Restatement on the stock price or TSR upon which the Incen ve Compensa on was received. The
3
Company shall maintain documenta on of the determina on of that reasonable es mate and provide such documenta on to the
Exchange in accordance with the Lis ng Standards.
“SEC” means the U.S. Securi es and Exchange Commission.
4.
R
(a) Applicability of Policy. This Policy applies to Incen ve Compensa on received by a Covered Officer (i) a er beginning
services as an Execu ve Officer, (ii) who served as an Execu ve Officer at any me during the performance period for such
Incen ve Compensa on, (iii) while the Company had a class of securi es listed on a na onal securi es exchange or a na onal
securi es associa on, and (iv) during the Lookback Period.
(b) Recoupment Generally. Pursuant to the provisions of this Policy, if there is an Accoun ng Restatement, the Company must
reasonably promptly recoup the full amount of the Recoverable Incen ve Compensa on, unless the condi ons of one or more
subsec ons of Sec on 4(c) of this Policy are met and the Remunera on Commi ee (or, if such commi ee does not consist
solely of independent directors, a majority of the independent directors serving on the Board), has made a determina on that
recoupment would be imprac cable. Recoupment is required regardless of whether the Covered Officer engaged in any
misconduct and regardless of fault, and the Company’s obliga on to recoup Recoverable Incen ve Compensa on is not
dependent on whether or when any restated financial statements are filed.
(c) Imprac cability of Recovery. Recoupment may be determined to be imprac cable if, and only if:
(i)
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the
applicable Recoverable Incen ve Compensa on; provided that, before concluding that it would be imprac cable to recover any
amount of Recoverable Incen ve Compensa on based on expense of enforcement, the Company shall make a reasonable
a empt to recover such Recoverable Incen ve Compensa on, document such reasonable a empt(s) to recover, and provide
that documenta on to the Exchange in accordance with the Lis ng Standards; or
(ii)
recoupment of the applicable Recoverable Incen ve Compensa on would likely cause an otherwise tax-
qualified re rement plan, under which benefits are broadly available to employees of the Company, to fail to meet the
requirements of Code Sec on 401(a)(13) or Code Sec on 411(a) and regula ons thereunder.
(d) Sources of Recoupment. To the extent permi ed by applicable law, the Administrator shall, in its sole discre on, determine
the ming and method for recouping Recoverable Incen ve Compensa on hereunder, provided that such recoupment is
undertaken reasonably promptly. The Administrator may, in its discre on, seek recoupment from a Covered Officer from any of
the following sources or a combina on thereof, whether the applicable compensa on was approved, awarded, granted,
payable or paid to the Covered Officer prior to, on or a er the Effec ve Date: (i) direct repayment of Recoverable Incen ve
Compensa on previously paid to the Covered Officer; (ii) cancelling prior cash or equity-based awards (whether vested or
unvested and whether paid or unpaid); (iii) cancelling or offse ng against any planned future cash or equity-based awards; (iv)
forfeiture of deferred compensa on, subject to compliance with Code Sec on 409A
4
(if applicable); and (v) any other method authorized by applicable law or contract. Subject to compliance with any applicable
law, the Administrator may effectuate recoupment under this Policy from any amount otherwise payable to the Covered Officer,
including amounts payable to such individual under any otherwise applicable Company plan or program, e.g., base salary,
bonuses or commissions and compensa on previously deferred by the Covered Officer. The Administrator need not u lize the
same method of recovery for all Covered Officers or with respect to all types of Recoverable Incen ve Compensa on.
(e) No Indemnifica on of Covered Officers. Notwithstanding any indemnifica on agreement, applicable insurance policy or any
other agreement or provision of the Company’s cer ficate of incorpora on or bylaws to the contrary, no Covered Officer shall
be en tled to indemnifica on or advancement of expenses in connec on with any enforcement of this Policy by the Company,
including paying or reimbursing such Covered Officer for insurance premiums to cover poten al obliga ons to the Company
under this Policy.
(f) Indemnifica on of Administrator. Any members of the Administrator, and any other members of the Board who assist in
the administra on of this Policy, shall not be personally liable for any ac on, determina on or interpreta on made with respect
to this Policy and shall be indemnified by the Company to the fullest extent under applicable law and Company policy with
respect to any such ac on, determina on or interpreta on. The foregoing sentence shall not limit any other rights to
indemnifica on of the members of the Board under applicable law or Company policy.
(g) No “Good Reason” for Covered Officers. Any ac on by the Company to recoup or any recoupment of Recoverable Incen ve
Compensa on under this Policy from a Covered Officer shall not be deemed (i) “good reason” for resigna on or to serve as a
basis for a claim of construc ve termina on under any benefits or compensa on arrangement applicable to such Covered
Officer, or (ii) to cons tute a breach of a contract or other arrangement to which such Covered Officer is party.
5.
A
Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall
have full and final authority to make any and all determina ons required under this Policy. Any determina on by the
Administrator with respect to this Policy shall be final, conclusive and binding on all interested par es and need not be uniform
with respect to each individual covered by this Policy. In carrying out the administra on of this Policy, the Administrator is
authorized and directed to consult with the full Board, or such other commi ees of the Board as may be necessary or
appropriate as to ma ers within the scope of such other commi ee’s responsibility and authority. Subject to applicable law, the
Administrator may authorize and empower any officer or employee of the Company to take any and all ac ons that the
Administrator, in its sole discre on, deems necessary or appropriate to carry out the purpose and intent of this Policy (other
than with respect to any recovery under this Policy involving such officer or employee).
6.
S
If any provision of this Policy or the applica on of any such provision to a Covered Officer shall be adjudicated to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
5
or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall
be deemed amended to the minimum extent necessary to render any such provision or applica on enforceable.
7.
N I O R
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims,
damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or
resul ng from any ac ons or omissions by the Covered Officer. This Policy does not preclude the Company from taking any
other ac on to enforce a Covered Officer’s obliga ons to the Company, including, without limita on, termina on of
employment and/or ins tu on of civil proceedings. This Policy is in addi on to the requirements of Sec on 304 of the
Sarbanes-Oxley Act of 2002 (“SOX 304”) that are applicable to the Company’s Chief Execu ve Officer and Chief Financial Officer
and to any other compensa on recoupment policy and/or similar provisions in any employment, equity plan, equity award, or
other individual agreement, to which the Company is a party or which the Company has adopted or may adopt and maintain
from me to me; provided, however, that compensa on recouped pursuant to this Policy shall not be duplica ve of
compensa on recouped pursuant to SOX 304 or any such compensa on recoupment policy and/or similar provisions in any
such employment, equity plan, equity award, or other individual agreement except as may be required by law.
8.
A ; T
The Administrator may amend, terminate or replace this Policy or any por on of this Policy from me to me if it
reasonably considers it necessary to comply with, or remain in compliance with, any applicable law or any Lis ng Standard.
9.
S
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1
and/or the applicable Lis ng Standards, their beneficiaries, heirs, executors, administrators or other legal representa ves.
10. R F
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as
required by the SEC.
*
*
*
*
*
6
ASLAN PHARMACEUTICALS LIMITED
I C R P
F E A
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the ASLAN Pharmaceu cals Limited Incen ve
Compensa on Recoupment Policy, as may be amended, restated, supplemented or otherwise modified from me to me (the “Policy”).
In the event of any inconsistency between the Policy and the terms of any employment agreement, offer le er or other individual
agreement with ASLAN Pharmaceu cals Limited (the “Company”) or any affiliate thereof to which I am a party, or the terms of any
compensa on plan, program or agreement, whether or not wri en, under which any compensa on has been granted, awarded, earned
or paid to me, the terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensa on granted, awarded, earned or paid to me
must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any ac on necessary to effectuate such
forfeiture and/or reimbursement. I further agree and acknowledge that I am not en tled to indemnifica on, and hereby waive any right
to advancement of expenses, in connec on with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
Name:
Title:
Date:
REVISION HISTORY
No
1
Version
Number
1.0
Reviewed by
Approved By
Remark
Ben Goodger
Dated: Dec 07, 2023
Board of Director:
Dated: Mar 13, 2024
New policy adopted.
8