ARAV Aravive Inc

Exhibit 10.1

GENERAL ASSIGNMENT

This General Assignment is made as of January 17, 2024, by Aravive, Inc., a Delaware corporation, with offices at River Oaks Tower 3730 Kirby Drive, Suite 1200 Houston, TX 77098, hereinafter referred to as “Assignor”, to Aravive (assignment for the benefit of creditors), LLC, a California limited liability company, hereinafter referred to, along with any successors and assigns, as “Assignee”.

RECITALS

WHEREAS, Assignor has determined that, based upon its business prospects, entering into this Assignment is in the best interests of the Company; and

WHEREAS, Assignor believes that Assignee is well qualified to efficiently administer the Assignment for the benefit of the Assignor’s creditors;

NOW, THEREFORE, for valuable consideration, the receipt of which is duly acknowledged, the parties agree as follows:

AGREEMENT

1.        Assignment of Assets.

(a)         Assignor, for and in consideration of the covenants and agreements to be performed by Assignee, as hereinafter contained, and for good and valuable consideration, receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, assign, convey and transfer to Assignee, its successors and assigns, in trust, for the benefit of Assignor’s creditors and shareholders generally, all of the property of Assignor of every kind and nature and wheresoever situated, both real (but not facility lease arrangements) and personal, and any interest or equity therein not exempt from execution, including, but not limited to, all that certain stock of merchandise, equipment, furniture, fixtures, accounts, books, cash on hand, cash in bank, deposits, patents, copyrights, trademarks and trade names and all associated goodwill, source codes, software, and related documentation, insurance policies, and choses in action that are legally assignable, together with the proceeds of any existing non-assignable choses in action that may hereafter be recovered or received by Assignor. Assignor agrees to execute such additional documents as shall be necessary to accomplish the purposes of this Assignment.

(b)         This Assignment specifically includes and covers all claims for refund or abatement of all excess taxes heretofore or hereafter assessed against or collected from Assignor by the U.S. Treasury Department or any other taxing agency, and Assignor agrees to sign and execute power of attorney or such other documents as required to enable Assignee to file and prosecute, compromise and/or settle, all such claims before the Internal Revenue Service, U.S. Treasury Department or any other taxing or other Governmental agency.

(c)         Assignee is to receive said property, conduct said business, should it deem it proper, and is hereby authorized at any time after the signing hereof by Assignor to sell and dispose of said property upon such time and terms as it may see fit, and is to pay to creditors of Assignor pro rata, the net proceeds arising from the conducting of said business and sale and disposal of said property, after deducting all moneys which Assignee may at its option pay for the discharge of any lien on any of said property and any indebtedness which under the law is entitled to priority of payment, and all expenses, including a reasonable fee to Assignee and its attorneys. If there should be any proceeds remaining after payment is made to creditors, then Assignee shall pay the remaining proceeds to the Assignor’s shareholders to be distributed in accordance with its Plan of Dissolution.

2.        Payment of Fees. Assignee shall be entitled to pay the fees and expense reimbursements set forth in the Compensation and Expense Reimbursement Agreement dated as of the date hereof between the Assignor and the Assignee (the “Fee Letter”).

3.        Appointment of Agents. Assignee is authorized and empowered to appoint and compensate such agents, field representatives and/or attorneys and/or accountants as it may deem necessary, and such agents and/or field representatives shall have full power and authority to open bank accounts in the name of Assignee or its nominees or agents and to deposit assigned assets or the proceeds thereof in such bank accounts and to draw checks thereon and with the further power and authority to do such other acts and to execute such papers and documents in connection with this Assignment as Assignee may consider necessary or advisable.

4.        Certain Acknowledgments Regarding Transfer. Assignor acknowledges that certain of the assets being assigned under this General Assignment may be subject to restrictions on the use or transfer of such assets, the unauthorized use or transfer of which may result in further damages or claims. Such assets may include, without limitation, intellectual property rights of the Assignor (e.g., trade names, service names, registered and unregistered trademarks and service marks and logos; internet domain names; patents, patent rights and applications therefor, copyrights and registrations and applications therefor; software and source code (and software licenses with respect thereto); customer lists and customer information; know-how, trade secrets, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, data bases and other proprietary assets (collectively, “Intellectual Property”)). Assignor represents and warrants that its officers, directors, shareholders, employees, agents, customers and other third parties have been advised not to use, remove or cause a transfer (other than pursuant to this General Assignment) of any of the assets of Assignor, including without limitation the Intellectual Property, either prior or subsequent to this General Assignment, except as expressly authorized in writing in advance, which written authorization is not inconsistent with or otherwise may constitute a breach of any other written agreement. Except as authorized in writing, which has been disclosed in writing to Assignee, Assignor further represents and warrants that no asset (including, without limitation, the Intellectual Property) has been transferred, used, or removed, in whole or in part, in a manner that interferes with the rights and interests of a third party(ies) in such asset or otherwise may constitute a breach of any contract with such third party(ies).

5.         Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:

(a)         Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;

(b)         the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;

(c)         this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective terms; and

(d)         all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.

6.        Resignation and Replacement of Assignee. The Assignee may resign and, as a result of such resignation, be discharged from its duties hereunder at any time; provided that such resignation shall not become effective until a successor Assignee has been appointed by the resigning Assignee and such successor has accepted its appointment in writing delivered to the resigning Assignee. Any successor Assignee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall deliver one counterpart thereof to the resigning Assignee. Thereupon such successor Assignee shall, without any further act, become vested with all the estate, properties, rights, powers, trusts, and duties of his predecessor in connection with the Assignment with like effect as if originally named therein, but the resigning Assignee shall nevertheless, when requested in writing by the successor Assignee, execute and deliver an instrument or instruments conveying and transferring to such successor Assignee all of the estates, properties, rights, powers and trusts of such resigning Assignor in connection with the Assignment, and shall duly assign, transfer, and deliver to such successor Assignee all property and money held by it hereunder.

7.           Limitation of Liability. Assignor acknowledges that Assignee is acting solely as Assignee in connection with this Assignment and not in its personal capacity. As a result, Assignor expressly agrees that Assignee, its members, officers and agents shall not be subject to any personal liability whatsoever to any person in connection with the affairs of this Assignment, except for its own misconduct knowingly and intentionally committed in bad faith. No provision of this Agreement shall be construed to relieve the Assignee from liability for its own misconduct knowingly and intentionally committed in bad faith, except that:

(a)         The Assignee shall not be required to perform any duties or obligations except for the performance of such duties and obligations as are specifically set forth in this Assignment, and no implied covenants or obligations shall be read into this Assignment against the Assignee.

(b)         In the absence of bad faith on the part of the Assignee, the Assignee may conclusively rely, as to the truth, accuracy and completeness thereof, on the statements and certificates or opinions furnished to the Assignee by the Assignor and conforming to the requirements of this Assignment.

(c)         The Assignee shall not be liable for any error of judgment made in good faith.

(d)         The Assignee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with a written opinion of legal counsel addressed to the Assignee.

In connection with the foregoing, the assignment estate shall defend, indemnify and hold the Assignee and its past and present officers, members, managers, directors, employees, counsel, agents, attorneys, parent, subsidiaries, affiliates, successors and assigns, including without limitation Sherwood Partners, Inc. (collectively, the "Indemnified Persons") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable attorneys' fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against any such Indemnified Person in any way relating to or arising out of this General Assignment, the Fee Letter, any other document contemplated by or referred to herein or therein, the transactions contemplated hereby or thereby, or any action taken or omitted by any Indemnified Person under or in connection with any of the foregoing, including, without limitation, with respect to any investigation, litigation or proceeding related to or arising out of any of the foregoing, whether or not any Indemnified Person is a party thereto, and including, without limitation, any other Indemnified Claims (defined below), provided, that the assignment estate shall have no obligation hereunder to any Indemnified Person with respect to indemnified claims to the extent resulting from the willful misconduct or gross negligence of any Indemnified Person. The foregoing indemnification shall survive any termination of this General Assignment or the transactions contemplated hereby. For purposes hereof, "Indemnified Claims" means any and all claims, demands, actions, causes of action, judgments, obligations, liabilities, losses, damages and consequential damages, penalties, fines, costs, fees, expenses and disbursements (including without limitation, fees and expenses of attorneys and other professional consultants and experts in connection with investigation or defense) of every kind, known or unknown, existing or hereafter arising, foreseeable or unforeseeable, which may be imposed upon, threatened or asserted against, or incurred or paid by, any Indemnified Person at any time and from time to time, because of, resulting from, in connection with, or arising out of any transaction, act, omission, event or circumstance in any way connected with this General Assignment, the Fee Letter, any other document contemplated by or referred to herein or therein, the transactions contemplated hereby or thereby, or any action taken or omitted by any Indemnified Person under or in connection with any of the foregoing, including but not limited to economic loss, property damage, personal injury or death in connection with, or occurring on or in the vicinity of, any assets of the assignment estate through any cause whatsoever, any act performed or omitted to be performed under this General Assignment, any other document contemplated by or referred to herein, the transactions contemplated hereby, or any action taken or omitted by any Indemnified Person under or in connection with any of the foregoing, any breach by Assignor of any representation, warranty, covenant, agreement or condition contained herein or in any other agreement between Assignor and Assignee.

8.           Power of Attorney.  Assignor, by this General Assignment, hereby grants Assignee, an irrevocable general power of attorney, coupled with an interest, which power of attorney is for all purposes and specifically includes the right of Assignee (i) to prosecute any action in the name of Assignor as Attorney in Fact, including, but not limited to, the claims or actions identified on Schedule “__” hereto, and (ii) to transfer or assign patents, patent applications and other intellectual property, and any other assets, by the execution of assignment agreements and, where appropriate, through filings with the U.S. patent and trademark office and other U.S. and foreign filing offices.  Further, on the date this General Assignment is accepted by Assignee, Assignee shall succeed to all of the rights and privileges of Assignor, including any attorney-client privilege in respect to any potential or actual claims, cases, controversies, causes of action, etc. (including, but not limited to, the claims or actions identified on Schedule “__” hereto) and shall be deemed to be a representative of Assignor with respect to all such potential or actual claims, cases, controversies, and causes of action (including, but not limited to, the claims or actions identified on Schedule “__” hereto).  While Assignee is not required to defend any action being asserted against Assignor, Assignor, by this General Assignment, hereby grants Assignee an irrevocable general power of attorney, coupled with an interest, which power of attorney specifically includes the right, but not the obligation, of Assignee to defend against any action pending or brought against Assignor in the name of Assignor as Attorney in Fact.

9.            Reliance.

(a)         The Assignee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b)         The Assignee may consult with legal counsel to be selected by it, and the Assignee shall not be liable for any action taken or suffered by it in accordance with the advice of such counsel.

(c)         Persons dealing with the Assignee shall look only to the assignment estate to satisfy any liability incurred by the Assignee in good faith to any such person in carrying out the terms of this Assignment, and the Assignee shall have no personal or individual obligation to satisfy any such liability.

10.         Headings. The headings used in this Assignment are for convenience only and shall be disregarded in interpreting the substantive provisions of this Assignment.

11.          Forwarding of Mail. Assignor authorizes the forwarding of its mail by the U.S. Postal Service as directed by Assignee.

12.         Counterparts. This Assignment agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Facsimile or electronically transmitted signatures shall have the same force and effect as original signatures.

13.        Attorneys fees and costs. Except as set forth in the Fee Letter, the parties agree that each of them shall bear its own legal costs and expenses in connection with the negotiation, drafting, execution or enforcement of this Assignment.

14.         Entire Agreement. This Assignment and the Fee Letter contain the entire agreement of the parties hereto with respect to the matters covered and the transactions contemplated hereby, and no other agreement, statement, representation, warranty or promise made prior hereto or contemporaneously herewith by any party hereto, or any employee, officer, agent, or attorney of any party hereto shall be valid or binding or relied upon by any party as an inducement to enter into, or as consideration for, this Assignment.

15.         Governing Law. This General Assignment shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles.

16.         Severability. In case any provision of this General Assignment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this General Assignment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17.         Cooperation. Each party cooperated in the drafting of this General Assignment and therefore this General Assignment shall not be construed more strictly against any of the parties.

18.         Time is of the Essence. Time is of the essence in the performance of and conditions set forth in this General Assignment.

19.         No Adequate Remedy at Law. Each party hereto acknowledges and agrees that damages will not adequately compensate the other party for a breach of the terms of this General Assignment and that, as such, each party shall be entitled to specific performance of this General Assignment.

IN WITNESS WHEREOF the parties hereunder set their hands the day and year first above written.

Exhibit 10.2

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE

This Confidential Separation Agreement and Release (the “Agreement”) is entered into between Aravive, Inc. and its related entities (the “Company”) and Gail McIntyre (the “Employee”), in connection with the end of the employment relationship between Employee and the Company, to assist Employee in transitioning to new employment, and to release any and all claims or potential claims Employee has or may have against the Company. Accordingly, in exchange for the consideration and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee (the “Parties”), intending to be legally bound, do hereby agree and promise as follows:

1.        Termination of Employment. Employee’s employment with the Company has ended effective January 17, 2024 (the “Separation Date”). The Company shall pay Employee all wages and compensation owed to Employee as well as $75,384.61 that was owed for paid time off on the Separation Date. All other employee benefits shall end on the Separation Date or in accordance with applicable plan documents and policies.

2.        In consideration of the severance set forth in Paragraph 3 below, following the Separation Date, Employee agrees to provide certain consulting services as may be reasonably required in connection with the liquidation of the Corporation, and Employee is hereby appointed as the Corporation’s Secretary and Authorized Officer. Employee’s consulting services shall be limited to consulting services as needed to liquidate the Company including the filing of the Plan of Dissolution with the Secretary of State of the State of Delaware and the filing of a Form 25, a Form 15 and certain post effective amendments to registration statements on Form S-8 and Form S-3 to deregister unsold securities. Following the Separation Date and while providing the consulting services, Employee shall not be entitled to any Company benefits or other benefits as may accrue to a full or part-time employees of the Company. The consulting services shall terminate no later than March 15, 2024.

3.        Severance Consideration. In consideration for Employee’s agreement to all of the terms, conditions, and promises in this Agreement and in accordance with the terms of Employee’s Offer Letter dated March 18, 2020 as amended on April 8, 2020 and further amended on February 1, 2023, specifically including the provision of consulting services as set forth above, the Company will pay Employee the amount of Five Hundred Sixty Thousand Dollars ($560,000), which represents an amount equal to one year of severance pay at Employee’s current base salary as of the Separation Date, less withholding of all applicable federal, state, and local taxes (the “Severance Consideration”). The Severance Consideration will be paid to Employee in a single lump sum on January 17, 2024.

The Parties agree and acknowledge that the above-refenced consideration constitutes good and valuable consideration and is above and beyond any wages, payments, compensation, or commitments owed or otherwise now due to Employee from the Company for any reason or as required by law.

4.        General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably waive and forever release and discharge the Company and its current, future, and former affiliates, related entities, parents, divisions, subsidiaries, officers, directors, members, employees, attorneys, agents, representatives, insurers, reinsurers, predecessors, successors, and assigns (the “Releasees”), from any and all claims and liabilities of any nature whatsoever, known and unknown, fixed and contingent, arising out of, based on, or related to Employee’s employment with the Company, the termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee signs this Agreement, including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the Federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Occupational and Safety Health Act; the Equal Pay Act; the Uniformed Services Employment and Re-employment Act; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; and the Philadelphia Fair Practices Ordinance; and claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. This full release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, bonuses, benefits, compensatory, liquidated, or punitive damages, and attorney’s fees. To the extent specifically required by applicable law, this Agreement and release does not prohibit Employee from participating in the investigation of, filing of a claim with, or testifying before a government agency, including the Equal Employment Opportunity Commission or state equivalent. Nevertheless, Employee represents and agrees that Employee has waived fully and completely any and all rights to recover any monetary and other relief in connection with a charge, complaint, or lawsuit pursued with such government agency concerning the Releasees, to the maximum extent permitted by law.

5.        Covenant Not to Sue. Consistent with the general release of any and all claims set forth in Paragraph 4, Employee covenants not to sue, or bring any civil action, lawsuit, or other proceeding against, the Company or any Releasees under any legal or equitable theory, for any reason at all, except to enforce this Agreement. If Employee files an action, lawsuit, or other proceeding in violation of this provision, the Company will be entitled to recover from Employee the amount or value of the Severance Consideration and any attorneys’ fees and costs incurred by the Company and/or its insurer(s) in defending such claims.

6.        No Admission and Inadmissibility. Nothing in this Agreement may be used or construed as an admission of liability, wrongdoing, or violation of any law by the Company. This Agreement shall not be offered or received into evidence in any action or proceeding in any court, agency, or other tribunal as an admission or concession of wrongdoing or liability of any nature on the part of the Company. This Agreement may be submitted into evidence only in an action to enforce its terms.

7.        Non-Disparagement. As material inducement to the Company to enter into this Agreement, you agree not to in any manner, directly or indirectly, disparage the Company, including its trainings, services, business, employees or affiliates, reputation, or operations. This obligation includes statements made on the internet (including, but not limited to, social networking websites) and statements made under a pseudonym. Your non-disparagement commitment above is expressly limited to statements that are knowingly false or made with reckless disregard for the truth and/or that maliciously publicly attack the Company’s products, services, or partners to the extent unrelated to the terms and conditions of your employment or labor-related disputes or concerns. Nothing in this paragraph (or otherwise in this Agreement) is intended or shall be construed to suggest or imply that you cannot provide truthful information in response to a government investigation, a court and/or administrative agency-issued subpoena, or other valid legal process or otherwise interfere with any rights under the National Labor Relations Act.

8.        Return of Company Property. Employee covenants and agrees that upon expiration of the consulting services, Employee has returned any and all of the Company’s property and confidential information, including hard-copy and electronic documents and data; keys, badges or access cards; Company-issued equipment and devices; all login and password information used in connection with Employee’s employment; and any other property in Employee’s possession, custody, or control belonging to the Company or containing confidential information of the Company, its affiliated entities, its customers, or its employees.

9.        No Prior or Pending Claims. Employee represents and agrees that Employee has not instituted against any of the Releasees any lawsuit, claim, charge, action, or other legal proceeding currently pending in any court or agency of the United States or elsewhere, or in any other forum, with respect to any claim or cause of action of any type whatsoever that may have existed at any time before the Effective Date of this Agreement.

10.      No Assignment or Transfer. Employee represents and agrees that Employee has not assigned, transferred, or purported to assign or transfer to any person or entity any claim or portion of any claim, demand, cause of action, or entitlement to relief or damages otherwise released by this Agreement.

11.      Successors and Assigns. This Agreement may be enforced by and against the Parties’ respective successors, assigns, heirs, issue, spouses, attorneys, agents, and representatives, whether presently known or unknown.

12.      Tax Consequences. Employee agrees that Employee is solely responsible for the tax consequences of payment of the Severance Consideration, including for reporting such to local, state, and federal tax authorities and for any and all taxes, deductions, or withholdings owed on the Severance Consideration. Employee agrees to indemnify and hold harmless the Company from any taxes, interest, costs, liabilities, demands, assessments, or penalties arising from any tax consequences or deficiencies in tax withholdings or tax payments on the Severance Consideration.

13.      Choice of Law and Venue. This Agreement will in all respects be interpreted, enforced, and governed under the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws rules that may result in the application of another law. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement will be commenced only in a court of the Commonwealth of Pennsylvania or a federal court located within Pennsylvania, and the Parties all consent to the jurisdiction of those courts.

14.      Remedies. In the event of any material breach of any of the provisions of this Agreement, in addition to monetary damages and whatever other remedies may be available, the Parties shall be entitled to seek an injunction or other equitable relief to prevent any further breach of this Agreement. The Parties recognize that any material breach of this Agreement would cause irreparable harm in an amount not readily quantifiable as damages.

15.      Entire Agreement. This Agreement between Employee and the Company, sets forth the entire agreement between the Parties, with the exception of the Employee Confidential Information and Inventions Assignment Agreement, dated March 28, 2020, which remains in full force and effect according to its terms. Employee acknowledges that neither the Company nor any of its agents have promised Employee orally or in writing anything different than or in addition to what is set forth in this Agreement. Employee acknowledges that Employee has not relied in executing this Agreement on any representations other than those contained in this Agreement.

16.      Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

17.      Waiver. Any waiver of any provision of this Agreement, in whole or in part, shall not constitute a waiver of any other provision in the same or another instance, and each provision of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent breach.

18.      Construction. This Agreement is a product of negotiation and preparation by and among the Parties, and the Parties therefore acknowledge and agree that this Agreement shall not be deemed to be prepared or drafted by one party or the other and shall be construed accordingly. Any rules of construction of contracts resolving ambiguities against the drafting party shall not apply to this Agreement.

19.      Amendment. This Agreement may not be altered, amended, or modified in any way except by a further written document signed by all Parties.

20.      Counterparts. This Agreement may be executed in counterparts. Scanned and emailed or faxed signatures shall be treated as originals.

21.      Date of Signing. Employee has five (5) days after receiving this Agreement to review and sign it, after which time the offer expires and is withdrawn if Employee has not yet signed and accepted it.

22.      Effective Date. This Agreement will be effective on the date on which all Parties have executed the agreement and have transmitted the signed copy to the other Party.

23.      Knowing and Voluntary Execution. Employee acknowledges that Employee has been afforded sufficient time to understand the terms and effects of this Agreement, that Employee’s agreements and obligations in this Agreement are made voluntarily, knowingly, and without duress, that neither the Company nor its agents or attorneys have made any representations inconsistent with the provisions of this Agreement, that Employee has had the opportunity to consult with an attorney about this Agreement before executing it, and that Employee has in fact consulted with and been advised by an attorney in entering this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, intending to be legally bound, the Parties hereby agree and enter into this Confidential Separation Agreement and Release, under seal, as of the Effective Date.

[SIGNATURE PAGE TO SEPARATION AGREEMENT]

Exhibit 10.3

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE

This Confidential Separation Agreement and Release (the “Agreement”) is entered into between Aravive, Inc. and its related entities (the “Company”) and Rudy Howard (the “Employee”), in connection with the end of the employment relationship between Employee and the Company, to assist Employee in transitioning to new employment, and to release any and all claims or potential claims Employee has or may have against the Company. Accordingly, in exchange for the consideration and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee (the “Parties”), intending to be legally bound, do hereby agree and promise as follows:

1.        Termination of Employment. Employee’s employment with the Company has ended effective January 17, 2024 (the “Separation Date”). The Company shall pay Employee all wages and compensation owed to Employee as well as $46,009.61 that was owed for paid time off on the Separation Date. All other employee benefits shall end on the Separation Date or in accordance with applicable plan documents and policies.

2.        Severance Consideration. In consideration for Employee’s agreement to all of the terms, conditions, and promises in this Agreement and in accordance with the terms of Employee’s Offer Letter dated June 2, 2022 as amended on February 1, 2023, the Company will pay Employee the amount of Four Hundred Twelve Thousand Seven Hundred Seventy Five Dollars ($412,775), which represents an amount equal to one year of severance pay at Employee’s current base salary as of the Separation Date, less withholding of all applicable federal, state, and local taxes and Forty Eight Thousand Two Hundred Fifty Four Dollars ($48,254) as a stipend towards Employee’s continued coverage under COBRA (collectively, the “Severance Consideration”). . The Severance Consideration will be paid to Employee in a single lump sum on January 17, 2024. The Parties agree and acknowledge that the above-refenced consideration constitutes good and valuable consideration and is above and beyond any wages, payments, compensation, or commitments owed or otherwise now due to Employee from the Company for any reason or as required by law.

3.        General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably waive and forever release and discharge the Company and its current, future, and former affiliates, related entities, parents, divisions, subsidiaries, officers, directors, members, employees, attorneys, agents, representatives, insurers, reinsurers, predecessors, successors, and assigns (the “Releasees”), from any and all claims and liabilities of any nature whatsoever, known and unknown, fixed and contingent, arising out of, based on, or related to Employee’s employment with the Company, the termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee signs this Agreement, including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the Federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Occupational and Safety Health Act; the Equal Pay Act; the Uniformed Services Employment and Re-employment Act; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); North Carolina’s Equal Employment Practices Act (N.C. Gen. Stat. §§ 143-422.1 to 143-422.3); the Retaliatory Employment Discrimination Act (N.C. Gen. Stat. §95-240 et seq.); Anti-Blacklisting Act (N.C. Gen. Stat. §14-355 et seq.); the North Carolina Wage and Hour Act (N.C. Gen. Stat. §95-25.1 et seq.); the North Carolina Persons With Disabilities Protection Act (N.C. Gen. Stat. §168A-1 et seq.); the North Carolina discrimination for lawful use of lawful products law (N.C. Gen. Stat. § 95-28.2); the North Carolina leave for parent involvement in schools law (N.C. Gen. Stat. § 95-28.3); the North Carolina controlled substance examination law (N.C. Gen. Stat. §§ 95-230 et. seq.); the North Carolina juror leave law (N.C. Gen. Stat. § 9-32); the North Carolina discrimination against military personnel law (N.C. Gen. Stat. §§ 127B-10 et. seq.); the North Carolina national guard leave law (N.C. Gen. Stat. § 127A-111); and the North Carolina national guard reemployment rights law (N.C. Gen. Stat. §§ 127A-201, et. seq.); and claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. This full release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, bonuses, benefits, compensatory, liquidated, or punitive damages, and attorney’s fees. To the extent specifically required by applicable law, this Agreement and release does not prohibit Employee from participating in the investigation of, filing of a claim with, or testifying before a government agency, including the Equal Employment Opportunity Commission or state equivalent. Nevertheless, Employee represents and agrees that Employee has waived fully and completely any and all rights to recover any monetary and other relief in connection with a charge, complaint, or lawsuit pursued with such government agency concerning the Releasees, to the maximum extent permitted by law.

4.        Covenant Not to Sue. Consistent with the general release of any and all claims set forth in Paragraph 3, Employee covenants not to sue, or bring any civil action, lawsuit, or other proceeding against, the Company or any Releasees under any legal or equitable theory, for any reason at all, except to enforce this Agreement. If Employee files an action, lawsuit, or other proceeding in violation of this provision, the Company will be entitled to recover from Employee the amount or value of the Severance Consideration and any attorneys’ fees and costs incurred by the Company and/or its insurer(s) in defending such claims.

5.        No Admission and Inadmissibility. Nothing in this Agreement may be used or construed as an admission of liability, wrongdoing, or violation of any law by the Company. This Agreement shall not be offered or received into evidence in any action or proceeding in any court, agency, or other tribunal as an admission or concession of wrongdoing or liability of any nature on the part of the Company. This Agreement may be submitted into evidence only in an action to enforce its terms.

6.        Non-Disparagement. As material inducement to the Company to enter into this Agreement, you agree not to in any manner, directly or indirectly, disparage the Company, including its trainings, services, business, employees or affiliates, reputation, or operations. This obligation includes statements made on the internet (including, but not limited to, social networking websites) and statements made under a pseudonym. Your non-disparagement commitment above is expressly limited to statements that are knowingly false or made with reckless disregard for the truth and/or that maliciously publicly attack the Company’s products, services, or partners to the extent unrelated to the terms and conditions of your employment or labor-related disputes or concerns. Nothing in this paragraph (or otherwise in this Agreement) is intended or shall be construed to suggest or imply that you cannot provide truthful information in response to a government investigation, a court and/or administrative agency-issued subpoena, or other valid legal process or otherwise interfere with any rights under the National Labor Relations Act.

7.        Return of Company Property. Employee represents and agrees that Employee has returned any and all of the Company’s property and confidential information, including hard-copy and electronic documents and data; keys, badges or access cards; Company-issued equipment and devices; all login and password information used in connection with Employee’s employment; and any other property in Employee’s possession, custody, or control belonging to the Company or containing confidential information of the Company, its affiliated entities, its customers, or its employees.

8.        No Prior or Pending Claims. Employee represents and agrees that Employee has not instituted against any of the Releasees any lawsuit, claim, charge, action, or other legal proceeding currently pending in any court or agency of the United States or elsewhere, or in any other forum, with respect to any claim or cause of action of any type whatsoever that may have existed at any time before the Effective Date of this Agreement.

9.        No Assignment or Transfer. Employee represents and agrees that Employee has not assigned, transferred, or purported to assign or transfer to any person or entity any claim or portion of any claim, demand, cause of action, or entitlement to relief or damages otherwise released by this Agreement.

10.      Successors and Assigns. This Agreement may be enforced by and against the Parties’ respective successors, assigns, heirs, issue, spouses, attorneys, agents, and representatives, whether presently known or unknown.

11.      Tax Consequences. Employee agrees that Employee is solely responsible for the tax consequences of payment of the Severance Consideration, including for reporting such to local, state, and federal tax authorities and for any and all taxes, deductions, or withholdings owed on the Severance Consideration. Employee agrees to indemnify and hold harmless the Company from any taxes, interest, costs, liabilities, demands, assessments, or penalties arising from any tax consequences or deficiencies in tax withholdings or tax payments on the Severance Consideration.

12.     Choice of Law and Venue. This Agreement will in all respects be interpreted, enforced, and governed under the laws of the State of North Carolina, without regard to conflicts of laws rules that may result in the application of another law. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement will be commenced only in a court of the State of North Carolina or a federal court located within North Carolina, and the Parties all consent to the jurisdiction of those courts.

13.     Remedies. In the event of any material breach of any of the provisions of this Agreement, in addition to monetary damages and whatever other remedies may be available, the Parties shall be entitled to seek an injunction or other equitable relief to prevent any further breach of this Agreement. The Parties recognize that any material breach of this Agreement would cause irreparable harm in an amount not readily quantifiable as damages.

14.     Entire Agreement. This Agreement between Employee and the Company, sets forth the entire agreement between the Parties, with the exception of the Employee Confidential Information and Inventions Assignment Agreement, dated June 2, 2022, which remains in full force and effect according to its terms. Employee acknowledges that neither the Company nor any of its agents have promised Employee orally or in writing anything different than or in addition to what is set forth in this Agreement. Employee acknowledges that Employee has not relied in executing this Agreement on any representations other than those contained in this Agreement.

15.     Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

16.     Waiver. Any waiver of any provision of this Agreement, in whole or in part, shall not constitute a waiver of any other provision in the same or another instance, and each provision of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent breach.

17.     Construction. This Agreement is a product of negotiation and preparation by and among the Parties, and the Parties therefore acknowledge and agree that this Agreement shall not be deemed to be prepared or drafted by one party or the other and shall be construed accordingly. Any rules of construction of contracts resolving ambiguities against the drafting party shall not apply to this Agreement.

18.     Amendment. This Agreement may not be altered, amended, or modified in any way except by a further written document signed by all Parties.

19.     Counterparts. This Agreement may be executed in counterparts. Scanned and emailed or faxed signatures shall be treated as originals.

20.     Date of Signing. Employee has five (5) days after receiving this Agreement to review and sign it, after which time the offer expires and is withdrawn if Employee has not yet signed and accepted it.

21.     Effective Date. This Agreement will be effective on the date on which all Parties have executed the agreement and have transmitted the signed copy to the other Party.

22.     Knowing and Voluntary Execution. Employee acknowledges that Employee has been afforded sufficient time to understand the terms and effects of this Agreement, that Employee’s agreements and obligations in this Agreement are made voluntarily, knowingly, and without duress, that neither the Company nor its agents or attorneys have made any representations inconsistent with the provisions of this Agreement, that Employee has had the opportunity to consult with an attorney about this Agreement before executing it, and that Employee has in fact consulted with and been advised by an attorney in entering this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, intending to be legally bound, the Parties hereby agree and enter into this Confidential Separation Agreement and Release, under seal, as of the Effective Date.

[SIGNATURE PAGE TO SEPARATION AGREEMENT]

Exhibit 99.1

Aravive, Inc. to Delist from The Nasdaq Stock Market

January 17, 2024

HOUSTON, January 17, 2024 (GLOBE NEWSWIRE) -- Aravive, Inc. (Nasdaq: ARAV, “the Company”), announced today that the Company intends to voluntarily terminate the listing of its common stock on the Nasdaq Global Select Market (“Nasdaq”)  and, based upon ownership of its shares by fewer than 300 holders of record, deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend its public reporting obligations.

As previously disclosed, at the Company’s 2023 annual stockholder’s meeting, the stockholders of the Company approved effecting a transfer and assignment of all or substantially all of the Company’s assets to an assignee for the benefit of creditors and the dissolution and liquidation of the Company, each subject to the Company’s Board making a determination that such actions were in the best interests of the Company. On January 12, 2024, the Board approved the transfer of all or substantially all of the Company’s assets through an assignment for the benefit of creditors and the voluntary dissolution and liquidation of the Company.

Also, as previously disclosed, on September 15, 2023, the Company received letters from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that for the preceding 30 consecutive business days (August 3, 2023 through September 14, 2023)

The Company is currently not in compliance with the Minimum MVLS Requirement, the Minimum MVPHS Requirement or the Minimum Bid Price Requirement.

In order to ensure an orderly delisting process, the Company has determined to voluntarily terminate the listing of its common stock on the Nasdaq. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about January 29, 2024, and the Nasdaq delisting is expected to become effective on or about February 8, 2024, at which time trading on Nasdaq will cease. The Company has not arranged for listing and/or registration of its common stock on another national securities exchange or for quotation in a quotation medium.

After the Nasdaq delisting becomes effective, the Company will file a Form 15 with the SEC on or about February 8, 2024, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions and includes statements regarding the Company’s intention to voluntarily terminate the listing of its common stock on Nasdaq and to deregister it common stock under the Exchange Act and suspend its public reporting obligations, the timing thereof and the Company’s intention to file a Form 25 and a Form 15 with the SEC. Forward-looking statements are based on current beliefs and assumptions, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement as a result of various factors. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, recent Current Reports on Form 8-K and subsequent filings with the SEC. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Gail McIntyre, Ph.D.

gail@aravive.com

Aravive (NASDAQ:ARAV)
Historical Stock Chart
From Mar 2024 to Apr 2024

Aravive (NASDAQ:ARAV)
Historical Stock Chart
From Apr 2023 to Apr 2024