Exhibit 10.1

Joint Venture Agreement

dated

October 6, 2021

by

ABVC Biopharma, inc.

ABVC

and

Lucidaim Co., Ltd.

Lucidaim

and

BioLite Japan K.K.

Company

Table of contents

Schedule 1

The Company

Schedule 2

Conditions Precedent

Schedule 3

Reserved Matters

Schedule 4

Part 1: Roulette Notice

Part 2: Acceptance Notice

Schedule 5

Share Transfer Provisions

Exhibit

Form of Share Transfer Agreement

Joint Venture Agreement

This Agreement is dated October 6, 2021

Between

ABVC BioPharma, Inc., a Nevada corporation with its principal place of business located at 44370 Old Warm Springs Blvd., Fremont, CA 94538, U.S.A. (“ABVC”);

Lucidaim Co., Ltd., a Japanese corporation with its principal place of business located at 4-26-37 Najima, Higashi-ku, Fukuoka-shi, Fukuoka 813-0043, Japan (“Lucidaim”); and

BioLite Japan K.K., a Japanese corporation with its principal place of business located at 3-8-3 Nihonbashi Honcho, Chuo-ku, Tokyo 103-0023, Japan (“Company”).

ABVC, Lucidaim and Company are referred to herein individually as a “Party” and, collectively, the “Parties”.

Recitals

NOW, THEREFORE, in consideration of the mutual agreements and undertakings contained herein, the Parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

The following terms used in this Agreement have the meanings ascribed to them below (unless otherwise expressly provided herein):

“ABVC Director” means a director appointed by ABVC in accordance with the Articles.

“ABVC Group” means the group of companies comprising ABVC, any holding company from time to time of ABVC and any subsidiary of ABVC or of any such holding company and “member of the ABVC Group” shall be construed accordingly. ABVC Group includes without limitation BioFirst Corporation, a Taiwanese corporation with its principal place of business located at 3F, 248, Sec 1 Neihu Rd, Taipei, 11493, Taiwan.

“ABVC Indemnified Parties” has the meaning set forth in Section 21.2(b).

“Affiliate” means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by, or under common Control with such other Person.

“Agreement” has the meaning set forth in the Preamble.

“Ancillary Agreements” means License Agreement and any other agreement between the Parties or their respective Affiliates to be executed in the agreed form, as may be amended from time to time.

“Anti-Corruption Laws” means any applicable foreign or domestic anti-bribery and/or anti-corruption laws and regulations, including the Penal Code in Japan (Act No. 45 of 1907 as amended), the Unfair Competition Prevention Act in Japan (Act No. 47 of 1993 as amended), the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws and regulations intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Articles” means the new articles of association of the Company as amended from time to time.

“Associated Company” means, in relation to a Shareholder, any holding company from time to time and any subsidiary of the Shareholder or of any such holding company.

“Associated Person” means, in relation to a company, a person (including an employee, agent or subsidiary) who performs services for or on behalf of that company.

“Applicable Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, judgment, writ, injunction, decree, or other official act of or by any Governmental Authority.

“Business” means research and development of drugs, medical device and digital media, investment, fund running and consulting, distribution and marketing of supplements carried on by the Group in Japan or such other business or businesses as may from time to time be agreed by an amendment to this Agreement.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in Japan are authorized or required by law to close.

“Business Plan” means the Business Plan for the Company in the agreed form and thereafter as amended from time to time by the Shareholders in accordance with the provisions of this Agreement setting out details of the Company’s strategic planning for the then current and five succeeding Financial Years in respect of customers (including market development and capacity growth), resourcing, capital expenditure and financing.

“Companies Act” means the Companies Act of Japan (Act No. 86 of 2005 as amended).

“Change of Control” means with respect to a Party, a change of the Person that has Control, directly or indirectly, of that Party.

“Completion” has the meaning set forth in Section 3.

“Completion Date” means the first Business Day following fourteen (14) days after the satisfaction or waiver of the last Condition to be satisfied or waived or such other date as the Shareholders may agree.

“Conditions” means the conditions precedent referred to in Section 2.

“Confidential Information” means Know How, trade secrets and other information of a confidential nature (including all proprietary technical, industrial and commercial information and techniques in whatever form (including computer disks or tapes) that information may be recorded or stored).

“Consumption Tax” means Japanese consumption tax as defined in the Consumption Tax Act in Japan (Act No. 108 of 1988 as amended).

“Control,” “Controlling,” or “Controlled” means the ownership of more than 50% of the equity interests of a Person, or the right, contractual or otherwise, to control the management and operations of a Person.

“Director” means a director of the Company.

“Encumbrance” means, with respect to any property, any mortgage, lien, pledge, charge, security interest, restriction, preemptive, preferential, or similar purchase rights, hypothecation, and/or encumbrances of any kind, title defect, easement, or invalidity of leasehold interests in respect of such property.

“Excluded Liabilities” means (i) any indebtedness of the Parties; (ii) any Damages related or attributable to any business of the Parties other than the Business; and (iii) any Damages related or attributable to the businesses of the Parties conducted prior to the Completion Date.

“Execution Date” has the meaning set forth in the Preamble.

“Financial Year” means the financial year of the Company being December 1 to November 30.

“Group” means the group of companies comprising the Company and any subsidiary or subsidiary undertaking of the Company and “member of the Group” or “Group Company” shall be construed accordingly.

“Governmental Authority” means (i) any foreign or domestic, federal, territorial, state, or local governmental authority; (ii) quasi-governmental authority, instrumentality, court, commission, or tribunal; (iii) any regulatory, administrative, or other agency; or (iv) any political or other subdivision, department, or branch of any of the foregoing.

“Indemnified Party” means the Party and/or other Persons having the right to be indemnified with respect to Liabilities by the Indemnifying Party.

“Indemnifying Party” has the meaning set forth in Section 21.4(a).

“Indemnity Deductible” has the meaning set forth in Section 21.3(a).

“Individual Indemnity Threshold” has the meaning set forth in Section 21.3(a).

“Insolvency Event” means, by reference to any member of the Group:

“Intellectual Property” means rights in and in relation to Confidential Information, trade marks, service marks, trade and business names, logos and get up (including any and all goodwill associated with or attached to any of the same), domain names, patents, inventions (whether or not patentable), registered designs, design rights, copyrights (including rights in software) and moral rights, database rights, semi-conductor topography rights, utility models and all rights or forms of protection having an equivalent or similar nature or effect anywhere in the world, whether enforceable, registered, unregistered or registrable (including, where applicable, all applications for registration) and the right to sue for damages for past and current infringement (including passing off and unfair competition) in respect of any of the same.

“Japanese GAAP” means generally accepted accounting principles prescribed in Japan in effect from time to time

“Know How” means all unpatented, secret, substantial and identified know how, expertise, technical or other information including all related ideas, concepts, methods, inventions, discoveries, data, formulae, processes, methods, techniques and specifications.

“Loan Notes” means loan agreements between the Company and a Shareholder to be executed in the agreed form pursuant to Section 6.7.

“Liabilities” means any and all claims, obligations, causes of action, payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines, costs, and expenses, including any reasonable attorneys’ and experts’ fees, legal, or other expenses incurred in connection therewith, including, without limitation, liabilities, costs, losses, and damages for personal injury, death, property damage, or environmental damage.

“License Agreement” means the research collaboration and license agreement between ABVC and the Company to be executed in the agreed form, as may be amended from time to time.

“Lucidaim Director” means a director appointed by Lucidaim in accordance with the Articles and “Lucidaim Directors” shall be construed accordingly.

“Lucidaim Group” means the group of companies comprising Lucidaim, any holding company from time to time of Lucidaim and any subsidiary of Lucidaim or of any such holding company and “member of the Lucidaim Group” shall be construed accordingly.

“Lucidaim Indemnified Parties” has the meaning set forth in Section 21.2(c).

“Party” or “Parties” has the meaning set forth in the Recitals.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Reserved Matters” means those matters listed in Schedule 3.

“Shareholder” means Lucidaim or ABVC and/or any person to whom Shares are transferred or issued in accordance with this Agreement (or who is a successor to Lucidaim or ABVC or such other person where a Termination Notice under Section 13.4 has not been served in connection with a merger or consolidation) from time to time and “Shareholders” shall be construed accordingly.

“Shares” means the ordinary shares of the Company.

“Tax” includes all taxes, duties, levies, imposts, withholdings, social security contributions, deductions or amounts in the nature of taxation, whenever and by whatever authority imposed and whether of Japan or elsewhere, irrespective of the person against or to which any such taxes, duties, levies, imposts, withholdings, social security contributions, deductions or amounts in the nature thereof are directly or primarily chargeable, together with all interest, fines, penalties and surcharges imposed pursuant to any legislation relating to taxation and which are incidental or relating thereto.

“Tax Authority” means any person, body, authority or institution which seeks to impose, assess, enforce, administer or collect any Tax whether in Japan or elsewhere.

“Third Party” means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement.

“Third-Party Claim” has the meaning set forth in Section 21.4(a).

Completion is conditional on those matters listed in Schedule 2.

Lucidaim may in its absolute discretion waive either in whole or in part at any time by notice to ABVC any of the Conditions detailed in Schedule 2.

Each of the Shareholders undertakes to use all reasonable endeavours to ensure that the Conditions are fulfilled as soon as reasonably practicable and in any event by the end of August 2021.

On the Completion Date :

If any of the provisions of Section 3.1 are not complied with in any respect by any of the Parties on the date upon which Completion is proposed to take place, Lucidaim may in its absolute discretion (in addition and without prejudice to any other remedy available to it):

The Shareholders shall procure that the Group shall carry on the Business (or such other business(es) in such other territor(y)(ies) as may from time to time be agreed by an amendment to this Agreement).

The Business shall be conducted in accordance with the Business Plan.

The Shareholders shall have responsibility for the overall direction, supervision and management of the Company and the Business including in respect of those matters which are specifically provided in Section 7.

Unless otherwise agreed in writing by the Shareholders, the number of Directors at all times during the term of this Agreement shall be three which shall be made up of one ABVC Director and two Lucidaim Directors.

Each Shareholder may remove a Director appointed by it and appoint a new Director in his place by notice to the Company and the other Shareholder provided that neither Shareholder shall appoint a Director without reasonable prior consultation with the other Shareholder with a view to reaching agreement on the person to be appointed.

The Directors shall not be entitled to any remuneration in their capacity as directors of the Company.

At the time of the completion of any sale, assignment, transfer or other disposition of all of the Shares held by a Shareholder, that Shareholder shall procure the resignation of each Director appointed by it.

Any Shareholder removing a Director shall be responsible for and agrees to indemnify the other Shareholder and the Company on demand against all Liabilities which the other Shareholder or the Company may suffer or incur arising out of, or in connection with, any claim by the Director for wrongful or unfair dismissal or redundancy or other compensation arising out of the Director’s removal or loss of office.

Meetings of the Directors shall be properly convened and held at such times as may be determined by the Shareholders and in any event at least one every three months at the Company’s principal place of business in Japan or such other place as the Directors may from time to time determine. No Directors meeting shall be convened on less than five (5) Business Days’ notice unless at least one ABVC Director and one Lucidaim Director approve a shorter notice period. Any notice of a Directors meeting shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any action to be taken at any Directors meeting may be taken without a meeting if all directors consent to such action in writing and the auditor accept it.

The quorum for transacting business at any Directors’ meeting shall be at least one ABVC Director and at least one Lucidaim Director present when the relevant business is transacted. Nothing in this Section shall be interpreted as prohibiting Directors’ meetings held by telephone or other electronic communication.

The Directors shall decide on matters by simple majority vote. Each Director shall have one vote.

The subscription moneys shall be applied by the Company solely for the purposes specified in the Business Plan.

6.3       Bank facility

The Company shall arrange a facility for its initial working capital (the “Bank Facility”) with Mizuho Bank (or such other bank as the Shareholders may select which offers more favourable terms) (the “Bank”). The amount of the Bank Facility shall be JPY 30,460,000 or such other amount as the Bank will lend without requiring any recourse to either Shareholder. To the extent required by the Bank, the Shareholders shall severally guarantee the Bank Facility. The proportions in which the Shareholders shall each be required to guarantee the Company’s obligations shall not exceed the proportion in which the Shareholders respectively hold Shares. The Bank Facility shall be on the basis that the Bank will not acquire the right to participate in the share capital of the Company or otherwise in the Business. To the extent required by the Bank, the Shareholders shall subordinate any Loan Notes to all sums owed to the Bank.

The Shareholders acknowledge that the Company may require further finance to fund its projected cash requirements under the Business Plan and agree that the Company may borrow additional sums from third parties on the most favourable terms available as to interest, repayment and security compatible with its needs, but shall not allow any prospective lender the right to participate in the share capital of the Company or otherwise in the Business as a condition or term of any loan or advance.

Except to the extent required pursuant to Section 6.3 or with the written consent of each Shareholder, neither Shareholder shall be obliged to provide guarantees or security for any indebtedness of the Company. In the event that the Shareholders agree to give a joint and several guarantee or indemnity to a third party in respect of any obligations of the Company, the following provisions shall apply:

6.6       Terms of Guarantees etc

Any guarantee, indemnity or other security provided pursuant to this Section 6 shall be provided by the Shareholders without cost to the Company and on such other terms as the Shareholders may agree.

If the Shareholders is unable to borrow funds from third parties on terms specified in Section 6.3, then the Company shall be funded by the issue of Loan Notes on such terms as the Shareholders may agree.

Except as otherwise provided in this Agreement, neither Shareholder shall be obliged to provide any capital to the Company by way of subscription for further Shares or by way of loans or subscription for Loan Notes unless they both agree on the amount and method of providing the finance. Unless they agree otherwise, they shall contribute the same amount to the Company (whether by way of subscription for further Shares or by way of loans or subscription for Loan Notes) at the same time and on the same terms.

The Company shall maintain accurate and complete accounting and other financial records in accordance with the Japanese GAAP.

The Company shall use its best endeavours to obtain and maintain in full force and effect all approvals, consents and/or licences necessary for the conduct of the Business.

The Shareholders shall procure that the Company complies with its obligations under this Section 8.

Each Shareholder covenants with the other Shareholder, the Company and each member of the Group that, except with the consent in writing of the other Shareholder:

Each of the restrictions contained in Sections 10.1(a) to 10.1(e) is separate and severable and in the event of any such restriction being determined to be unenforceable in whole or in part for any reason, that unenforceability shall not affect the enforceability of the remaining restrictions or (in the case of restrictions unenforceable in part) the remainder of that restriction.

While the restrictions contained in this Section 10 are considered by the Shareholders to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Group but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Each Shareholder shall procure that each of its Associated Companies shall be bound by and observe the provisions of this Section 10 as if they were parties covenanting with the other Shareholder in the same terms.

The restrictions contained in Section 10.1 shall not preclude any member of the ABVC Group from being interested in the business in any other areas than the ophthalmologic field or the central neurological field and/or any member of the Lucidaim Group from being interested in the business in any other areas than the ophthalmologic field or the central neurological field.

Any rights to Intellectual Property which arise in the course of the Group’s activities shall belong to the Company or, as the case may be, the relevant member of the Group.

Unless permitted by this Section 12 or Section 3.1(b) or with the prior written consent of the other Shareholder, neither Shareholder shall do, or agree to do, any of the following:

Except for transfers to Associated Companies pursuant to Section 12.2, neither Shareholder shall transfer any Shares during a period of three years from the date of this Agreement.

Subject to Sections 12.2 and 12.3, either Shareholder (the “Selling Shareholder”) may transfer its Shares to a third party only if it receives an offer (the “Offer”) which:

and in circumstances in which the Selling Shareholder complies with the remaining provisions of this Section 12.

If a Selling Shareholder receives an Offer which it wishes to accept, it must immediately give written notice, including details of the proposed purchaser and the purchase price for the Shares, (the “Transfer Notice”) to the other Shareholder (the “Remaining Shareholder”) offering to sell those Shares which are the subject of the Offer to the Remaining Shareholder at the same cash price as set out in the Offer and on terms which are no less favourable than those contained in the Offer. The Transfer Notice must also state:

Once the Remaining Shareholder has received a Transfer Notice it may:

The sale of Shares pursuant to this Section 12 shall be made on the following terms:

The Shareholders shall keep the Company informed, at all times, of the issue and contents of any notice(s) served pursuant to this Section 12 and any election or acceptance relating to those notices.

Subject to Section 3.2, this Agreement can be terminated only in accordance with the following provisions of this Section13.

This Agreement shall (unless terminated at an earlier date pursuant to the terms of this Agreement) continue in force for an initial term (the “Initial Term”) of ten years and shall continue in force after the Initial Term until terminated by either Shareholder giving to the other Parties not less than six month notice of termination expiring at the end of the Initial Term or at any time after the Initial Term.

This Agreement may be terminated at any time by the written agreement of the Shareholders and shall terminate automatically without notice on the date upon which all of the Shares are owned by one Shareholder.

Either Shareholder (the “Non-Defaulting Shareholder”) may terminate this Agreement by notice (“Termination Notice”) to the other Shareholder (the “Defaulting Shareholder”) or to any successor to the Defaulting Shareholder in any case within Section 13.4(h) if:

The Defaulting Shareholder shall forthwith give notice to the Non-Defaulting Shareholder of the occurrence of any of the events in Sections 13.4(a) to (h) and the Non-Defaulting Shareholder may serve a Termination Notice no later than thirty (30) Business Days from the date of that notification.

Within five (5) Business Days of receipt of a Termination Notice, the Defaulting Shareholder shall make an offer to the Non-Defaulting Shareholder by notice (the “Transfer Notice”) stating a single price at which it would be prepared either:

(in either case these Shares are referred to as the “Sale Shares”).

Within five (5) Business Days of receipt of the Transfer Notice, the Non-Defaulting Shareholder shall notify the Defaulting Shareholder whether it wishes to purchase or sell the Sale Shares in accordance with the terms of the Transfer Notice.

If the Defaulting Shareholder fails to serve a Transfer Notice in accordance with Section 13.5 or the Non-Defaulting Shareholder does not agree with the price for the Sale Shares proposed by the Defaulting Shareholder, the Non-Defaulting Shareholder may by notice to the Defaulting Shareholder require a price for the Sale Shares to be established by an independent chartered accountant (the “Valuer”) (acting as an expert and not as an arbitrator). The Valuer shall be agreed upon by the Shareholders or, in default of agreement within five (5) Business Days of receipt of the Non-Defaulting Shareholder’s notice pursuant to this Section, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (or any person for the time being performing the functions of that official) on the application of the Non-Defaulting Shareholder. The Valuer shall determine the fair price of the Shares being sold on a going concern basis between a willing seller and a willing purchaser and on the basis that each Share, whatever its class, has the same value corresponding to its proportion of the value of all the Shares taken as a whole and that no additional or reduced value is attached to any holding of Shares by virtue only of that holding comprising or after purchase conferring or giving rise to a majority or minority of the total issued share capital of the Company. Any costs of the Valuer shall be borne by the Defaulting Shareholder. Following the determination of the price by the Valuer the Non-Defaulting Shareholder may by notice to the Defaulting Shareholder require the Defaulting Shareholder either to purchase the Sale Shares or to sell to the Non-Defaulting Shareholder the Sale Shares at the price so established.

Within two (2) Business Days of the Non-Defaulting Shareholder notifying the Defaulting Shareholder whether it wishes to purchase or sell pursuant to Section 13.6 or Section 13.7, the appropriate Shareholder shall execute the necessary instrument(s) of transfer of the Sale Shares in favour of the other Shareholder against payment in full of the price for the Sale Shares and the Shareholders shall procure that the Company will enter the purchaser’s name in the register of members of the Company as the holder of the Sale Shares.

Following service of a Termination Notice until such time as the completion of the transfer of the Sale Shares pursuant to Section 13.8 (including, if appropriate, the period of valuation or any period during which any matter relating to this Section is the subject of proceedings), each Shareholder shall do all things in its power to continue to operate the Company in the ordinary course of its business as it existed at the time at which the Termination Notice was served.

The provisions of Schedule 5 shall apply to all transfers of Shares pursuant to this Section 13.

in accordance with the provisions of Section 14.8.

Each of the Shareholders represents and warrants to the other that:

Any right of action which the Company may have in respect of breach of this Agreement or of any other obligation owed to the Company shall be prosecuted by the Directors appointed by the Shareholder which is not, or whose Associated Company is not, responsible for the breach. Those Directors shall have full authority on behalf of the Company to negotiate, litigate and settle any claim arising out of the breach or exercise any right of termination arising out of the breach and the Shareholders shall take all steps within their power to give effect to the provisions of this Section 17.2.

In the event that the Company shall, at any time, have available to it trading losses or other amounts eligible for relief from corporation tax, the Shareholders shall procure that relief in respect of such amounts shall not be surrendered to either of the Shareholders without the prior written consent of the other Shareholder and in the event that such relief is so surrendered to a Shareholder, the Shareholder receiving the relief shall be responsible for any taxes incurred in connection with the surrender.

If there is any conflict between the provisions of this Agreement and the provisions of the Articles, the Shareholders agree that, as between themselves and for so long as this Agreement remains in force but not so as to amend the Articles, the provisions of this Agreement shall prevail and the Shareholders shall exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement.

Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the Parties nor, except as may be expressly set out in it, constitute any Party the agent of the others for any purpose.

Notwithstanding any investigation made by a Party or its authorized representatives with respect to the representations or warranties of the other Parties, all representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of twenty-four (24) months from and after the Completion Date. No claim for indemnification with respect to a breach of or inaccuracy in any representation or warranty contained in this Agreement may be asserted after the expiration of the aforementioned twenty-four month period. Representations, warranties, covenants, and agreements shall be of no further force or effect after the date of their expiration; provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.

Rights to indemnification under Section 21.2 are subject to the following limitations:

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures to such counterparts and to this Agreement were upon the same instrument.

Each Party agrees (at its own cost) to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other Parties may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transaction contemplated by this Agreement.

Any of the terms, covenants, representations, warranties, or conditions hereof may be waived only by a written instrument executed and delivered by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party or its officers, directors, managers, employees, agents, or representatives, and no failure by any Party to exercise any of its rights under this Agreement, shall, in any such case, operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation, or warranty. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

This Agreement (and any other agreements contemplated hereby or thereby) constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, and negotiations, both written and oral, among the Parties with respect to the subject matter hereof. No representation, inducement, promise, understanding, condition, or warranty not set forth in this Agreement has been made or relied upon by any Party. This Agreement is not intended to confer upon any Person other than the Parties hereto any rights or remedies hereunder. The Exhibits to this Agreement are and shall be deemed to be a part of this Agreement.

provided that in each case where delivery by fax or by hand occurs after 6 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day.

References to time in this Section are to local time in the country of the addressee.

(a) ABVC

Address: 44370 Old Warm Springs Blvd., Fremont, CA 94538, USA

For the attention of: Andy An

(b) Lucidaim

Address:

Fax:

For the attention of: Toru Seo

(c) Company

Address: 3-8-3 Nihonbashi Honcho, Chuo-ku, Tokyo 103-0023, Japan

For the attention of: Toru Seo

The Parties and this Agreement do not confer any rights or remedies upon any Person other than the Parties to this Agreement and their respective successors and permitted assigns.

This Agreement may be amended, restated, supplemented, or otherwise modified only by an instrument in writing executed and delivered by all Parties and expressly identified as an amendment, restatement, supplement, or modification.

Each provision of this Agreement shall continue in full force and effect after Completion, except to the extent that a provision has been fully performed on or before Completion.

If application of any one or more of the provisions of this Agreement shall be unlawful under Applicable Law, then the Parties will attempt in good faith to make such alternative arrangements as may be legally permissible and that carry out as nearly as practicable the terms of this Agreement. Should any portion of this Agreement be deemed unenforceable by a court of competent jurisdiction, the remaining portions hereof shall remain unaffected and be interpreted as if such unenforceable portion had been initially deleted.

No Party shall assign this Agreement or any of its rights in and to this Agreement without the prior written approval of the other Party. Subject to the preceding sentence, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to principles of conflicts of laws.

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Japan. Any arbitration proceeding will proceed in Tokyo, Japan. The arbitration proceedings will be conducted in English, and the award will be rendered in writing in English. Unless otherwise ordered by the arbitrator, each Party shall bear its own costs and fees, including attorneys’ fees and expenses. The Parties agree to treat any award made by the arbitral tribunal as final and binding upon them and immediately enforceable against them, and undertake not to exercise or seek to exercise any right of appeal or other challenge against such final award before any court or jurisdiction. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Parties from seeking any preliminary, emergency or interim injunctive relief in any court of competent jurisdiction or from the ICC or arbitrators. Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction over the Party against whom enforcement is sought.

The Parties have each consulted counsel of their choice regarding this Agreement and each acknowledges and agrees that this Agreement shall not be deemed to have been drafted by one Party or another and shall be construed accordingly.

The captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

The official text of this Agreement and any notices given hereunder shall be in English. In the event of any dispute concerning the construction or interpretation of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into any other language.

[SIGNATURES ON FOLLOWING PAGE]

Execution

IN WITNESS WHEREOF, the Parties to this Agreement have caused this Agreement to be duly executed by their respective authorized representatives on the day and year first above written.

Execution

IN WITNESS WHEREOF, the Parties to this Agreement have caused this Agreement to be duly executed by their respective authorized representatives on the day and year first above written.

Execution

IN WITNESS WHEREOF, the Parties to this Agreement have caused this Agreement to be duly executed by their respective authorized representatives on the day and year first above written.