TECHNICAL SERVICES AGREEMENT
This Technical Services Agreement (Agreement) is made and entered into as of the 6 day of October, 2018 (Effective Date) by and between Hangzhou Just Biotherapeutics Co., Ltd., a limited liability company having offices at 11/F, Building 5, No.2 Ke Ji Yuan Road, Hangzhou Eco-Tech Development Area, Hangzhou, China, 310018 (Just) and Inhibrx, Inc. (Inhibrx), a Delaware corporation with an address at 11025 North Torrey Pines Road, Suite 200, La Jolla, CA 92037. Just and Inhibrx may be referred to herein each, individually, as a Party or, collectively, as the Parties.
Inhibrx and Just are party to a License Agreement effective June 21, 2017 (License Agreement) pursuant to which Inhibrx granted Just the right to develop and commercialize specific protein therapeutics directed to DR5 in particular territories;
WHEREAS, Just desires to retain the services of Inhibrx to perform certain services and Inhihrx desires to provide such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
ARTICLE 1: PERFORMANCE OF SERVICES; REPORTS
1.1 Services. The services to be performed under this Agreement are set forth in Appendix A attached hereto (Services). The terms and conditions of any business forms used by Inhibrx for the purposes of invoicing, delivering reports, or otherwise shall not form part of this Agreement.
1.2 Performance of Services. Inhibrx shall perform the Services in accordance with the terms and conditions of this Agreement. All Services shall be conducted in a professional and competent manner, in compliance with all applicable laws.
1.3 Reports. Inhibrx shall prepare and deliver to Just, in a timely fashion, all reports and other documentation, if any, required by Appendix A.
ARTICLE 2: PAYMENTS
2.1 Costs. As the consideration due Inhibrx for Services, Just shall pay Inhibrx the amounts agreed to and set forth in Appendix A.
2.2 Invoicing. Inhibrx shall submit to Just an invoice detailing the amounts due to Inhibrx for the performance of the Services.
2.3 Payment. Within ten (10) days of receipt of an invoice issued pursuant to Section 3.2, Just shall pay to Inhibrx the invoiced amount.
2.4 Payment Details. Unless otherwise explicitly set forth in this Agreement with respect to a particular payment obligation, amounts paid under this Agreement shall be paid in U.S. dollars, in immediately available funds, by means of wire transfer to Inhibrx, or an Affiliate thereof, as instructed by Inhibrx, to an account identified by Inhibrx.
2.5 Taxes. All insurance, transportation costs, import duties, sales and excise taxes, VAT and other taxes imposed by any government authority (and any related penalties or interest) imposed on any payment by Just to Inhibrx shall be the sole responsibility of Just. Just shall promptly secure official receipts of payment of any tax or duty and send such receipts to Inhibrx as evidence of such payment. Just shall reasonably cooperate with Inhibrx in
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Technical Services Agreement
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