Strategic Alliance Agreement by and between the Company and Leon Office (H.K.) Ltd, effective as of January 28, 2021
STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE AGREEMENT, dated as of January 28, 2021 (this “Agreement”), between Leon Office (H.K.) Ltd, a company established and existing under the laws of Hong Kong, with its head office at Seabright Plaza 12/F, Shell Street 9-23, North Point, Hong Kong (“LEON”) and Kiromic Biopharma, Inc., a corporation incorporated in the State of Delaware, United States (Company Registration No. 6053390/DE, IRS Employer Identification No. 46 ###-###-####), with its principal executive office at 7707 Fannin St, Suite 140, Houston, Texas 77054, listed on Nasdaq Market, ticker KRBP, (“KIROMIC”).
It is intended that LEON acts as an independent business development advisor on behalf of KIROMIC. LEON will seek to introduce organizations and individuals that will create business development opportunities for KIROMIC, to expand KIROMIC’s reach to international markets with a focus on the Asian market (as defined below) and to increase brand recognition and exposure through developing liaisons, collaborations, branches and subsidiaries.
KIROMIC is a pre-clinical stage biotechnology company using its proprietary DIAMOND® artificial intelligence platform to improve drug discovery and development with a therapeutic focus on immune oncology.
On September 25, 2019, KIROMIC and Mr. Angelo Minotti (“Mr. Minotti”), General Manager of LEON, entered into a director offer letter whereby KIROMIC intended to have Mr. Minotti to serve as a special proxy for KIROMIC’s far east market development, particularly China. Mr. Minotti currently does not serve as a Director of KIROMIC and this Agreement is intended to replace this previous arrangement.
KIROMIC and LEON desire to enter into a strategic alliance with each other through which LEON will be compensated for referring (i) academic institutions and hospitals (the “scientific partner”) located in Asian market, including but not limited to, the Chinese University of Hong Kong, Tsinghua University (Beijing), Cancer Center of Guangzhou Medical University, Sun Yat-sen University Cancer Center, Queen Mary Hospital (Hong Kong) and other hospitals or research center located in China and others Far East Countries, such as, but not limited to South Korea, Malaysia, Thailand, Taiwan, Japan; (ii) potential business partners; and (iii) potential investors to KIROMIC (such scientific partners, potential business partners and investors are referred to in this Agreement as “Interested Parties”).
NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein, the parties agree as follows:
LEON shall develop the following projects, with authorization from KIROMIC, and potentially represent KIROMIC to all Interested Parties in the Asian market during the term of this Agreement. Asian market includes all the countries that are geographically included in Asia territories. KIROMIC and LEON shall undertake the following actions during the term of this Agreement to their mutual benefit:
amendment to Schedule A KIROMIC indicates to LEON that it is already pursuing a Referral listed on such amendment or that it does not desire that LEON pursue such Referral, then LEON shall not be entitled to the compensation provided for in Section 2 unless the parties mutually agree upon a joint strategy to convert such Referral into a KIROMIC partner or client.
|2.||COMPENSATION OF LEON.|
|3.||REPRESENTATIONS AND WARRANTIES.|
|8.||TERM AND TERMINATION.|
a complete and legible transmission had been received prior to 5:00 p.m. at the recipient's time zone, or (v) by e-mail, if confirmed within two (2) business days by one of the preceding methods. Notices shall be sent to the parties at the addresses listed above or to such other address as one party may, from time to time, designate by notice to the other party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.