Exhibit 10.1

SHARE PURCHASE AND COLLABORATION AGREEMENT

BY AND AMONG

BEYONDSPRING INC.,

DALIAN WANCHUNBULIN PHARMACEUTICALS LTD.

AND

BIOLIN INVESTMENT LIMITED

Dated as of September 28, 2026

TABLE OF CONTENTS

Page

 

1	DEFINITIONS
1.1	Definitions	2
2	PURCHASE OF TRANSFERRED EQUITY INTERESTS; CONSIDERATION; CLOSING
2.1	Sale and Purchase of Transferred Equity Interests	2
2.2	Consideration	2
2.3	Closing	2
2.4	Closing Deliveries	2
3	REPRESENTATIONS AND WARRANTIES OF THE SELLER
3.1	Organization	3
3.2	Authorization; Enforceability	3
3.3	Non-Contravention; Consents	3
3.4	Title to Transferred Equity Interests	4
3.5	Intellectual Property	4
3.6	Litigation	4
3.7	Broker’s Fees	4
4	REPRESENTATIONS AND WARRANTIES OF BULIN
4.1	Organization	4
4.2	Authorization; Enforceability	4
4.3	Non-Contravention; Consents	5
4.4	Subsidiary Interests	5
4.5	Bulin Data and Intellectual Property	5
4.6	Regulatory Permits	5
4.7	Litigation	6
4.8	Broker’s Fees	6
5	REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
5.1	Organization	6
5.2	Authorization; Enforceability	6
5.3	Non-Contravention; Consents	6
5.4	Litigation	7
5.5	Broker’s Fees	7

SHARE PURCHASE AND COLLABORATION AGREEMENT

THIS SHARE PURCHASE AND COLLABORATION AGREEMENT (this “Agreement”), dated as of September 28, 2026, is made by and among BeyondSpring Inc., an exempted company incorporated and existing with limited liability under the laws of The Cayman Islands (the “Seller”), Dalian Wanchunbulin Pharmaceuticals Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“Bulin”), and Biolin Investment Limited, a limited company formed under the laws of Hong Kong (the “Investor”). Each of the Seller, Bulin and the Investor will be referred to herein as a “Party” and, collectively, as the “Parties”.

(A)             The Seller is an exempted company incorporated under the laws of The Cayman Islands, and the Seller directly owns 100% shareholding, being one issued share with a par value of $1.00 each, in BeyondSpring Ltd., a BVI business company incorporated under the laws of The British Virgin Islands (the “Company” and, such share, the “Company Equity Interests”);

(B)              The Company directly owns all equity interests in BeyondSpring (HK) Limited, a limited company formed under the laws of Hong Kong, which in turn owns all equity interests in Wanchun Biotechnology (Dalian) Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“WOFE”);

(C)              WOFE directly owns 57.97% of the equity interests in Bulin;

(D)             The Seller desires to sell and transfer to the Investor, and the Investor desires to purchase and acquire from the Seller, the Company Equity Interests (the “Transferred Equity Interests”), on the terms and subject to the conditions contained in this Agreement;

(E)              The Parties desire to establish a strategic collaboration with respect to certain development activities involving a certain portion of the global Phase 3 Clinical Trial of the Seller’s clinical candidate combination therapy of Plinabulin with docetaxel in patients with non-squamous epidermal growth factor receptor wild-type non-small cell lung cancer who have progressed on PD-1/PD-L1 inhibitor-containing therapies, known as DUBLIN-4 and, in connection therewith, the obligation on the part of the Investor with respect to conducting and completing such portion of such Clinical Trial, and causing Bulin to take the actions described herein, shall constitute non-cash consideration for the purchase of the Transferred Equity Interests, all on the terms and subject to the conditions contained in this Agreement; and

(F)              In connection with the Parties’ strategic collaboration, (i) Bulin desires to grant to the Seller, and the Seller desires to receive from Bulin, an exclusive, irrevocable, perpetual, non-terminable, sublicensable, transferable, fully paid-up, royalty-free license and right to use the Bulin Data for any purpose outside of the Territory and (ii) (a) the Seller desires to grant to Bulin, and Bulin desires to receive from the Seller, and (b) Bulin desires to grant to the Seller, and the Seller desires to receive from Bulin, in the case of each of clauses (a) and (b), certain freedom-to-operate licenses, all on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

The Seller hereby represents and warrants to the Investor as follows:

Bulin hereby represents and warrants to the Investor as follows:

The Investor hereby represents and warrants to the Seller as follows:

To the Seller (or Bulin prior to the Equity Closing Date):

BeyondSpring Inc.
100 Campus Drive, West Side, 4th Floor, Suite 410
Florham Park, NJ 07932
Email: ***
Attention: ***

and

to the Company:

BeyondSpring Ltd.
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola
British Virgin Islands, VG 1110
Email: ***
Attention: ***

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Email: Marie.Gibson@skadden.com; Resa.Schlossberg@skadden.com; Michael.Hong@skadden.com
Attention: Marie Gibson; Resa Schlossberg; Michael Hong

To Bulin (after the Equity Closing Date):

Dalian Wanchunbulin Pharmaceuticals Ltd.
Unit 215, No. 9 Liaohe East Road, Economic and Technological Development Zone
Dalian, Liaoning, China
Email: ***
Attention: ***

To the Investor:

Biolin Investment Limited

Unit 2201, 22/F, Chung Kiu Commercial Building

47-51 Shan Tung Street

Mong Kok, Hong Kong
Email: ***
Attention: ***

[The Remainder of this Page Is Intentionally Left Blank.]

IN WITNESS WHEREOF, the undersigned Parties have caused this Share Purchase and Collaboration Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, the undersigned Parties have caused this Share Purchase and Collaboration Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, the undersigned Parties have caused this Share Purchase and Collaboration Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ANNEX I

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings ascribed or referenced in this Annex:

“Adverse Act” has the meaning set forth in Section 6.7.4.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the introductory paragraph.

“Authorized Transferee” has the meaning set forth in Section 13.4.

“Bulin” has the meaning set forth in the introductory paragraph.

“Bulin Closing Cash” has the meaning set forth in Section 8.3.

“Bulin Data” has the meaning set forth in Section 6.6.1.

“Bulin Intellectual Property” means all Intellectual Property (other than Trademarks) that is (a) Controlled by Bulin or any of its Affiliates as of the Equity Closing and (b) necessary for the research, development, manufacture, commercialization or other exploitation of Plinabulin outside the Territory.

“Bulin SEED Shares” has the meaning set forth in Section 4.4.

“Business Day” means any day other than (a) a Saturday or Sunday, (b) a day on which the Federal Reserve Bank of New York is closed or (c) a day on which banks in The British Virgin Islands, The Cayman Islands or Hong Kong are authorized or required by applicable Law to close.

“Chinese Territory Ongoing Trial” has the meaning set forth in Section 6.1.

“Clinical Trial” means any study in which human subjects are dosed or treated with an investigational drug product.

“Commercially Reasonable Efforts” means, with respect to a Party’s obligations under this Agreement, the carrying out of such obligations in a diligent, expeditious and sustained manner, without undue interruption, pause or delay, consistent with the efforts and resources, including reasonably necessary personnel and financial resources, that a well-capitalized pharmaceutical company with clinical-stage and commercial-stage products typically devotes to a priority product or compound of similar market potential, profit potential and strategic value, at a similar stage of its product life, taking into account issues of safety and efficacy, the competitiveness of the marketplace, and the proprietary position of the product. Notwithstanding anything to the contrary, amounts to be paid or that may be payable in connection with the performance of the Investor’s obligations under this Agreement shall not be taken into account in determining Commercially Reasonable Efforts.

“Company” has the meaning set forth in Recital (A).

“Company Equity Interests” has the meaning set forth in Recital (A).

“Competitor” has the meaning set forth in Section 5.10.

“Confidentiality Agreement” has the meaning set forth in Section 13.11.1.

“Contract” means any legally binding written contract, agreement, lease, sublease, license, purchase or task order, statement of work, instrument, note, bond, mortgage, indenture or commitment.

“Control” means with respect to any Intellectual Property or material, the ability (whether by ownership, license or otherwise, other than a license granted pursuant to this Agreement) to grant a license or sublicense, provide or provide access or other rights in, to or under such Intellectual Property or material (as applicable) on the terms and conditions set forth herein, without violating the terms of any agreement or other arrangement with any third party or any applicable Laws. For clarity, “Controlled” has a correlative meaning.

“Development” means any and all activities directed to research and non-clinical and clinical development of a drug product, including toxicology, pharmacology, project management, Clinical Trials, medical affairs studies and other activities reasonably necessary in order to obtain, maintain or expand Marketing Approval of a drug product. For clarity, “Develop” and “Developing” have a correlative meaning.

“Development Plan” has the meaning set forth in Section 6.2.

“Development Records” has the meaning set forth in Section 6.4.

“Dispute” has the meaning set forth in Section 13.7.2.

“Enrollment Period” has the meaning set forth in Section 6.5.1.

“Equity Clawback” has the meaning set forth in Section 6.5.2(a).

“Equity Clawback Percentage” has the meaning set forth in Section 6.5.2(a).

“Equity Closing” has the meaning set forth in Section 2.3.

“Equity Closing Date” has the meaning set forth in Section 2.3.

“FD&C Act” means the U.S. Federal Food, Drug and Cosmetic Act.

“FDA” means U.S. Food and Drug Administration or any successor thereto.

“Fraud” means an actual and deliberate misrepresentation in the making of a representation or warranty expressly stated in Article 3, Article 4 or Article 5 of this Agreement, as applicable; provided that at the time such representation or warranty was made by such party, (a) such representation or warranty was materially inaccurate, (b) such party had actual knowledge (and not imputed or constructive knowledge) of the material inaccuracy of such representation or warranty, (c) in making such representation or warranty such party had the specific intent to deceive such other party and to induce such other party to enter into this Agreement, and (d) such other party acted in reasonable reliance on such representation or warranty to its detriment as a result of such reliance and suffered economic loss as a result thereof. For the avoidance of doubt, (i) any claim for Fraud may only be made against the party committing such Fraud, and (ii) “Fraud” shall not include any form of constructive fraud, equitable fraud, promissory fraud or any torts (including fraud) based on negligence or recklessness.

“GCP” means all applicable Laws and applicable International Council for Harmonisation guidelines including E6(R3) for the design, conduct, performance, monitoring, auditing, recording, analysis and reporting of Clinical Trials, including (a) in the U.S., 21 C.F.R. Parts 11, 50, 54, 56, 312, 314 and 320 and (b) any analogous applicable Laws in any other countries.

“GLP” means the applicable then-current standards for laboratory activities for pharmaceuticals or biologics, including as set forth in (a) in the U.S., the then-current good laboratory practice standards promulgated or endorsed by FDA, as defined in 21 C.F.R. Part 58 and (b) any analogous applicable Laws in any other countries.

“Good Manufacturing Practices” or “GMP” means Good Manufacturing Practice and General Biological Products Standards, as promulgated under and in accordance with (a) in the U.S., the FD&C Act (including 21 C.F.R. Parts 210 and 211) and (b) any analogous applicable Laws in any other countries.

“Governmental Authority” means any federal, state, county, city, municipal or other local, foreign, international or multinational government or any subdivision, authority, department, secretary of state, commission, board, bureau, court, administrative panel or other instrumentality thereof.

“Governmental Authorization” means any approval, permit, license, certificate, franchise, permission, clearance, consent, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority.

“HKIAC” has the meaning set forth in Section 13.7.2.

“Intellectual Property” means all intellectual property and rights in confidential information throughout the world, including all U.S. and foreign (a) national, regional and international patents and patent applications, invention disclosures, and all continuations, continuations-in-part, divisionals, provisionals, reissues, reexaminations, substitutions, extensions or restorations, including revalidations, reissues, reexaminations and extensions (including supplementary protection certificates and the like), and patents of addition (“Patent Rights”), (b) copyrights and copyrightable subject matter, (c) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, design rights, and other similar designations of source or origin (“Trademarks”), together with the goodwill symbolized thereby and (d) technical, scientific, regulatory, business and other information, results, knowledge, techniques and data, in whatever form and whether or not confidential or patentable (“Know-How”).

“Investor” has the meaning set forth in the introductory paragraph.

“Law” means any federal, state, county, city, municipal, foreign or other governmental statute, law, rule, regulation, ordinance, order, code, treaty or requirement (including pursuant to any settlement agreement or consent decree) and any Permit granted under any of the foregoing, or any requirement under the common Law, or any other pronouncement having the effect of Law of any Governmental Authority.

“Lien” means with respect to any property or asset, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, charge, option, preemptive purchase right, easement, encumbrance, security interest or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person will be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or other title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property or asset.

“Marketing Approval” means approval by FDA or any foreign counterpart thereof for the commercial marketing and sale (including pricing and reimbursement approval) of a drug product.

“Marketing Approval Application” means (a) a New Drug Application (as described in 21 U.S.C. § 355(b)), in the United States or (b) any comparable submission to the applicable Regulatory Authority in any other country that is necessary to seek Marketing Approval for a drug product in such country.

“NMPA” has the meaning set forth in Section 6.6.2.

“Ongoing Trial” has the meaning set forth in Section 6.1.

“Order” means any writ, judgment, injunction, ruling, order, or decree (including any consent decree) that is issued, promulgated or entered into by or with a Governmental Authority, in each case, whether preliminary or final.

“Organizational Documents” means the certificate of formation, certificate of incorporation, limited liability company agreement, operating agreement, memorandum and articles of association, bylaws and all other governing documents of an entity, as applicable, in each case as amended.

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

“Permit” means all approvals, agreements, authorizations, permits, licenses, easements, orders, certificates, registrations, franchises, qualifications, rulings, waivers, variances or other form of permission, consent, exemption or authority issued, granted, given or otherwise made available by or under the authority of any Governmental Authority.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust, a joint stock company, a joint venture, an unincorporated organization, any Governmental Authority, or other entity or organization.

“Pharmacovigilance Agreement” has the meaning set forth in Section 6.7.3.

“Phase 3 Clinical Trial” means a Clinical Trial of a product in human subjects that would satisfy the requirements of U.S. 21 C.F.R. § 312.21(c), or analogous provisions outside the United States, and is sufficient to support submission of a Marketing Approval Application for such product, regardless of where such Clinical Trial is conducted.

“Plinabulin” means the Seller’s investigational GEF-H1 agonist, 2, 5-piperazinedione, 3-[[5-(1,1-dimethylethyl)-1H-imidazol-4-yl[methylene]-6-(phenylmethylene)-, (3Z,6Z) (trivial name t-butyl-dehydrophenylahistin) monohydrate.

“Product” has the meaning set forth in Section 6.1.

“Regulatory Authorities” means, with respect to a particular country, the Governmental Authority(ies) responsible for granting Marketing Approval, including FDA in the U.S.

“Regulatory Materials” means regulatory applications, submissions, notifications, correspondence, registrations, Marketing Approvals or other filings made to or with, or other approvals granted by, a Regulatory Authority that are necessary or reasonably useful to Develop, manufacture, commercialize or otherwise exploit any drug product in a jurisdiction. For clarity, “Regulatory Materials” include Marketing Approval Applications.

“Regulatory Permit” means any Governmental Authorization issued by any Regulatory Authority relating to the investigation, authorization, marketing, licensure, registration, importation, distribution or sale of any product of Bulin, including investigational new drug applications, new drug applications, supplemental new drug applications, establishment registrations and product listings (each as defined under the FD&C Act and the regulations promulgated thereunder), and all supplements or amendments thereto, and all comparable authorizations from a Governmental Authority in any other jurisdiction.

“Representatives” means, with respect to any Person, the officers, directors, managers, employees, agents, accountants, advisors, bankers, lenders, investors and other representatives of such Person.

“Rules” has the meaning set forth in Section 13.7.2.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SEED Therapeutics” means SEED Therapeutics Inc., a British Virgin Islands business company, in which SEED Technology Limited, a British Virgin Islands business company, directly owns approximately 8.88% of the issued and outstanding equity interests (and approximately 7.43% on a fully diluted basis). SEED Technology Limited is a direct wholly owned Subsidiary of Bulin.

“Seller” has the meaning set forth in the introductory paragraph.

“Seller Intellectual Property” means all Intellectual Property (other than Trademarks) that is (a) Controlled by the Seller or any of its Affiliates as of the Equity Closing and (b) necessary for the research, development, manufacture, commercialization or other exploitation of Plinabulin in the Territory.

“Subsidiary” means, with respect to a Person, any other Person: (a) of which (i) more than fifty percent (50%) of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such first Person or (ii) an amount of voting securities of or other interests in such entity that is sufficient to enable such first Person to elect at least a majority of the members of such entity’s board of directors or other governing body is owned, directly or indirectly, by such first Person; or (b) over which such first Person directly or indirectly exercises control (including (x) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (y) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“Target Enrollment” has the meaning set forth in Section 6.5.1.

“Territory” means the People’s Republic of China, the Hong Kong Special Administrative Region (SAR), Macao Special Administrative Region (SAR) and Taiwan.

“Transferred Equity Interests” has the meaning set forth in Recital (D).

“U.S.” or “United States” means the United States of America and its territories and possessions.

“WOFE” has the meaning set forth in Recital (B).