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CASI Pharmaceuticals, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.22’

On:  Friday, 3/29/19, at 10:22am ET   ·   For:  12/31/18   ·   Accession #:  1144204-19-16832   ·   File #:  0-20713

Previous ‘10-K’:  ‘10-K’ on 3/29/18 for 12/31/17   ·   Next:  ‘10-K’ on 3/16/20 for 12/31/19   ·   Latest:  ‘10-K’ on 3/28/22 for 12/31/21   ·   5 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/19  CASI Pharmaceuticals, Inc.        10-K       12/31/18   91:7.7M                                   Toppan Merrill/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    592K 
 2: EX-10.20    Material Contract                                   HTML     25K 
 3: EX-10.21    Material Contract                                   HTML     31K 
 4: EX-10.22    Material Contract                                   HTML     34K 
 5: EX-10.23    Material Contract                                   HTML     69K 
 6: EX-10.24    Material Contract                                   HTML     50K 
 7: EX-10.25    Material Contract                                   HTML    152K 
 8: EX-10.26    Material Contract                                   HTML     90K 
 9: EX-21       Subsidiaries List                                   HTML     21K 
10: EX-23.1     Consent of Experts or Counsel                       HTML     25K 
11: EX-23.2     Consent of Experts or Counsel                       HTML     25K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
22: R1          Document and Entity Information                     HTML     59K 
23: R2          Consolidated Balance Sheets                         HTML    105K 
24: R3          Consolidated Balance Sheets [Parenthetical]         HTML     44K 
25: R4          Consolidated Statements of Operations and           HTML     65K 
                Comprehensive Loss                                               
26: R5          Consolidated Statements of Stockholders' Equity     HTML     77K 
27: R6          Consolidated Statements of Cash Flows               HTML    117K 
28: R7          Description of Business                             HTML     60K 
29: R8          Summary of Significant Accounting Policies          HTML     75K 
30: R9          Acquisition of Abbreviated New Drug Applications    HTML     40K 
                From Sandoz                                                      
31: R10         Acquisition of Abbreviated New Drug Application     HTML     29K 
                From Laurus Labs                                                 
32: R11         Investment in Equity Securities                     HTML     54K 
33: R12         Property and Equipment                              HTML     61K 
34: R13         Intangible Assets                                   HTML     63K 
35: R14         Establishment of Casi Wuxi                          HTML     27K 
36: R15         Note Payable                                        HTML     28K 
37: R16         Stockholders' Equity                                HTML     90K 
38: R17         Employee Retirement Plan                            HTML     28K 
39: R18         Stock-Based Compensation                            HTML    310K 
40: R19         Income Taxes                                        HTML    173K 
41: R20         Fair Value Measurements                             HTML    132K 
42: R21         Related Party Transactions                          HTML     32K 
43: R22         License Arrangements                                HTML     33K 
44: R23         Commitments and Contingencies                       HTML     52K 
45: R24         Subsequent Event                                    HTML     27K 
46: R25         Summary of Significant Accounting Policies          HTML    116K 
                (Policies)                                                       
47: R26         Acquisition of Abbreviated New Drug Applications    HTML     33K 
                From Sandoz (Tables)                                             
48: R27         Investment in Equity Securities (Tables)            HTML     48K 
49: R28         Property and Equipment (Tables)                     HTML     59K 
50: R29         Intangible Assets (Tables)                          HTML     63K 
51: R30         Stockholders' Equity (Tables)                       HTML     76K 
52: R31         Stock-Based Compensation (Tables)                   HTML    304K 
53: R32         Income Taxes (Tables)                               HTML    171K 
54: R33         Fair Value Measurements (Tables)                    HTML    116K 
55: R34         Commitments and Contingencies (Tables)              HTML     41K 
56: R35         Description of Business (Details Textual)           HTML     61K 
57: R36         Summary of Significant Accounting Policies          HTML     41K 
                (Details Textual)                                                
58: R37         Acquisition of Abbreviated New Drug Applications    HTML     27K 
                From Sandoz (Details)                                            
59: R38         Acquisition of Abbreviated New Drug Applications    HTML     34K 
                From Sandoz (Details Textual)                                    
60: R39         Acquisition of Abbreviated New Drug Application     HTML     38K 
                From Laurus Labs (Details Textual)                               
61: R40         Investment in Equity Securities (Details)           HTML     29K 
62: R41         Investment in Equity Securities (Details Textual)   HTML     41K 
63: R42         Property and Equipment (Details)                    HTML     36K 
64: R43         Property and Equipment (Details Textual)            HTML     29K 
65: R44         Intangible Assets (Details)                         HTML     33K 
66: R45         Intangible Assets (Details 1)                       HTML     36K 
67: R46         Intangible Assets (Details Textual)                 HTML     23K 
68: R47         Establishment of Casi Wuxi (Details Textual)        HTML     34K 
69: R48         Note Payable (Details Textual)                      HTML     35K 
70: R49         Stockholders' Equity (Details)                      HTML     46K 
71: R50         Stockholders' Equity (Details Textual)              HTML    133K 
72: R51         Employee Retirement Plan (Details Textual)          HTML     25K 
73: R52         Stock-Based Compensation (Details)                  HTML     31K 
74: R53         Stock-Based Compensation (Details 1)                HTML     35K 
75: R54         Stock-Based Compensation (Details 2)                HTML     70K 
76: R55         Stock-Based Compensation (Details 3)                HTML     61K 
77: R56         Stock-Based Compensation (Details Textual)          HTML     60K 
78: R57         Income Taxes (Details)                              HTML     29K 
79: R58         Income Taxes (Details 1)                            HTML     43K 
80: R59         Income Taxes (Details 2)                            HTML     52K 
81: R60         Income Taxes (Details 3)                            HTML     32K 
82: R61         Income Taxes (Details Textual)                      HTML     45K 
83: R62         Fair Value Measurements (Details)                   HTML     34K 
84: R63         Fair Value Measurements (Details 1)                 HTML     32K 
85: R64         Fair Value Measurements (Details Textual)           HTML     27K 
86: R65         Related Party Transactions (Details Textual)        HTML     50K 
87: R66         Commitments and Contingencies (Details)             HTML     35K 
88: R67         Commitments and Contingencies (Details Textual)     HTML     57K 
90: XML         IDEA XML File -- Filing Summary                      XML    148K 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX     86K 
16: EX-101.INS  XBRL Instance -- casi-20181231                       XML   2.33M 
18: EX-101.CAL  XBRL Calculations -- casi-20181231_cal               XML    125K 
19: EX-101.DEF  XBRL Definitions -- casi-20181231_def                XML    850K 
20: EX-101.LAB  XBRL Labels -- casi-20181231_lab                     XML    954K 
21: EX-101.PRE  XBRL Presentations -- casi-20181231_pre              XML    971K 
17: EX-101.SCH  XBRL Schema -- casi-20181231                         XSD    180K 
91: ZIP         XBRL Zipped Folder -- 0001144204-19-016832-xbrl      Zip    167K 


‘EX-10.22’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.22

 

Supplementary Agreement

 

 

Party A: The Committee of Wuxi Huishan Economic Development Zone, Jiangsu Province

 

Party B: CASI Pharmaceuticals, Inc.

 

Based on the principles of equality, mutual benefit and consorted development, Party A and Party B have reached an agreement on Party B’s being supported with the following preferential policies, which is supplemental to the "Investment Agreement" signed by the Parties, with the actual amount of support subject to the actual investment size and business output forecasts.

 

I.  The Prerequisites for the Preferential Policies to be applied

 

Party B must operate in Party A's jurisdiction for at least 10 years, otherwise Party A shall be entitled to a refund of the support Party B has been provided under the preferential policies (except in the case that the Company cannot operate normally due to any objective reason).

 

II. The Preferential Policies

 

1. Party B shall establish a Joint Venture (hereinafter referred to as the "Company") in collaboration with a third-party investment institution introduced by Party A and the Company shall be the main operator of a high-end high quality drug production base to be built, and the contribution to the registered capital in the first phase shall be in place before the "public land parcel auction" procedure is implemented. The specific investment methods and the share-holding proportion of each party shall be separately agreed by the third-party investment institution and Party B via the execution of an Investment Agreement (hereinafter referred to as the "Investment Agreement").

 

2. In view of the fact that the project site shall be transferred on an “as is” basis and the land leveling and infrastructure construction have not been completed, Party A intends to subsidize the Company for land leveling and infrastructure reconstruction in the amount calculated with the following formula:

 

Subsidy = total price of the land parcel transferred – (RMB 150,000/Mu (the Chinese acre) X the size of the land parcel in Mu)

 

It is in the mutual understanding of the Parties that the total subsidy shall not exceed RMB 25 million, and Party A shall make installment payments for the aforementioned subsidy to the Company in proportion to the paid-in registered capital (excluding the investment portions of investment institution recommended by Party A). Within 30 days after the Company has submitted the capital verification report and stamp tax bill for its paid-in registered capital, Party A shall pay the current subsidy to the Company in the form of "special supportive industrial fund", and all taxes and fees arising therefrom shall be borne by the Company.

 

If Party B has completed the payment of USD 80 million in registered capital registered capital within three years from the date of the completion of company incorporation, Party A shall pay the subsidy amount to the Company in full.

 

 C: 
  C: 1 

 

 

Total amount of land transferred = Winning bidding price X the size of the Land Parcel in the Chinese acre

 

4. Party A undertakes to reward the Company for each of the drugs which has actually passed the consistency evaluation of generic drug quality and efficacy, or approved by the State Food and Drug Administration as equivalent to those that have passed the consistency evaluation, with the reward amount of RMB 1 million for each drug to be paid within 30 days after the Company has obtained the consistency evaluation result.

 

5. From the date when the Company starts selling its products, Party A shall award the Company “Science and Technology Support Gran” according to the Company's contribution to the local financial resources: in the first three years from the date the Company starts to sell its products, the Company shall get a refund of 100% of what it has contributed to local financial resources and get a refund of 50% from the fourth to the sixth year. The personal income tax payments of the project company's senior management and senior technical personnel (no more than 10 individuals) shall be 100% refunded in the first three years from the date the Company starts to sell its products and 50% refunded in the three subsequent years.

 

6. The talent policy of the development zone that shall be applied: A one-time subsidy of RMB 100,000 shall be awarded to each of those holding Masters’ degrees, technicians and those with a professional title equivalent to an associate professor who settle down in the development zone, and a one-time subsidy of RMB 200,000 shall be award to each of those having a doctorate degree, senior technicians and those with a professional title equivalent to a professor. Company shall make the social security contributions on behalf of its employees. Those who works in Huishan for the first time shall get a subsidy to their rent, in the amount of RMB 500/month for one with an undergraduate degree employed by the company, RMB 600/month, for one with a Masters’ degree RMB 800/month for a doctoral degree, for two consecutive years. A lease is required when the employees apply for this subsidy.

 

7. No more than 5 flats in one of the talents apartment buildings in the development zone shall be provided to the Company free of charge for a period of 3 years.

 

8. Each year, Party A shall awards the Company a subsidy for technological transformation in the amount of 9% of the amount it has invested in fixed assets and production equipment in the current year (the Company shall provide the corresponding contracts and invoices).

 

9. The Company may be subsidized for RMB 100,000/year for participating in professional exhibitions subject to documented evidence and invoices.

 

III. Other Preferential Policies

 

1. Party A shall assign special staff members to assist Party B in procedures required by other government authorities, such as those related to project capital increase, environmental protection assessment, urban planning and capital construction. Party A shall complete the business incorporation with the Industrial and Commercial Administration, the enrollment at the Business Commission of the city, and registration at the Foreign Exchange Administration for the Company within 45 days after party B has furnished Party A the “Entity Qualification Certificate”.

 

 C: 
 2 

 

 

2. Party A shall actively assist Party B in applying for entitlement of relevant provincial, municipal and national science and technology preferential policies.

 

3. Party A shall actively assist Party B’s new company when the latter works with other government authorities in Wuxi City, and assist Party B in meeting relevant requirements by other administrative departments, including but not limited to Foreign Exchange Administration, the Customs and the taxation authorities.

 

4. Party A shall assist Party B's foreign personnel and their family members in Wuxi in applying for residence permits and dealing with other matters.

 

IV. Any dispute arising out of the implementation of the Agreement shall be settled by the Parties through negotiations. If a dispute cannot be resolved through negotiations, it shall be submitted to the Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the then effective arbitration rules of the Commission. The arbitration award shall be final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise decided by the arbitration tribunal. The losing party should also compensate the winning party for its expenses, such as legal fees.

 

V. The Agreement shall come into force upon being signed and sealed by the Parties.

 

VI. The Agreement has 6 originals, with Party A and Party B each holding two copies, and the remaining copies shall be achieved.

 

 

(The next page is for signature only)

 

 C: 
 3 

 

 

 

Party A: The Administrative Committee of Wuxi Huishan Economic Development Zone, Jiangsu Province (Stamped)

 

 

Legal representative (Authorized representative)

 

/s/ Wenbin Cao

 

Date: 11/16/2018 

 

 

 

Party B: CASI Pharmaceuticals, Inc.

 

Legal representative (Authorized representative)

 

/s/ Wei (Larry) Zhang

 

Date: 11/16/2018

 

 C: 
 4 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  CASI Pharmaceuticals, Inc.        20-F       12/31/23  142:21M                                    Toppan Merrill Bridge/FA
 4/26/23  CASI Pharmaceuticals, Inc.        20-F       12/31/22  129:16M                                    Toppan Merrill Bridge/FA
 4/26/23  CASI Pharmaceuticals, Inc. (DE)   20-F       12/31/22  129:16M                                    Toppan Merrill Bridge/FA
 3/28/22  CASI Pharmaceuticals, Inc. (DE)   10-K       12/31/21  104:11M                                    Toppan Merrill Bridge/FA
 3/30/21  CASI Pharmaceuticals, Inc. (DE)   10-K       12/31/20  109:13M                                    Toppan Merrill Bridge/FA
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Filing Submission 0001144204-19-016832   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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