Exhibit 10.1

Licensing Term Sheet

This legal binding Term Sheet ( “Term Sheet”) shall take effect on the date of 31 July, 2023 (” Effective Date”).

本具有法律约束力的Term Sheet（“Term Sheet”）被视为于2023年7月 31 日（“生效日”）生效。

Between 缔约方:

(1) ABVC BioPharma Inc., a company organized and existing under the Laws of United States of America, with its registered office at 44370 Old Warm Springs Boulevard, Fremont, California 94538 USA (“ABVC”); and

ABVC BioPharma, Inc.一家依据美国法律组建并存续的公司，其注册地址为44370 Old Warm Springs Boulevard, Fremont, California 94538 USA（“ABVC”）；和

(2) Xinnovation Therapeutics Co., Ltd., a company incorporated under the Law of People’s

Republic of China having its registered office at 3rd Floor, 66 Guigu 3rd Road, Luoxing Street, Jiashan, Zhejiang Province, China. (“Xinnovation”).

嘉兴鑫稳生物科技有限公司一家依据中华人民共和国法律组建并存续的公司，其注册地址为浙江省嘉善县罗星街道归谷三路66号3楼（“鑫稳”）。

ABVC and Xinnovation shall be referred to individually as a “Party” and collectively as the “Parties”.

ABVC和鑫稳单称“一方”，合称“双方”。

The purpose of this Term Sheet is to outline the main terms and conditions (the “Key Terms”) of the definitive agreement (as defined below) for licensing, clinical trial, registration, manufacturing, supply and distribution of the Licensed Product (see Exhibit A) within the Territory (see Exhibit A). The execution of the Definitive Agreement shall be contingent upon the following conditions:

本Term Sheet的目的是概述双方正在考虑缔结的关于在区域（定义见附表A）内许可、临床、注册申报、生产、供应和分销本许可产品（定义见附表A）的最终协议（见以下定义）的主要条款和条件（以下简称“主要条款”）。最终协议的签署应基于以下条件：

(A) Upon on signing this term agreement, Xinnovation has the exclusive right, until the expiration of this agreement, to negotiate and execute definitive licensing agreement for the licensed products with ABVC.

(B) Xinnovation has the right to team with partner(s), or transfer the right to a third party to negotiate and execute definitive licensing agreement for the licensed products with ABVC. In such a case, the definitive licensing agreement between the 3rd party and ABVC has to be agreed by Xinnovation, so that Xinnovation shall sign a release form to transfer the licensing right to the 3rd party. Supplemental and appropriate agreements shall be signed between Xinnovation and the 3rd party or between Xinnovation and ABVC.

(C) The Parties shall negotiate and execute definitive licensing agreement, supply agreement and manufacturing agreement (collectively, the “Definitive Agreement”) and reach mutual agreement as to the other legal documents necessary to complete the transaction. The Definitive Agreement will be mutually satisfactory to the Parties thereto in a form customary for transactions of this kind, with the Key Terms, and will, among other things, contain certain representations, warranties, and covenants of ABVC with respect to the information delivered to Xinnovation related to the Licensed Products and intellectual property that protects the Licensed Products;

双方应协商并签订最终的许可协议、供应协议及生产协议（以下统称“最终协议”），并就对完成交易所需的其他法律文件达成相互协定。最终协议应以同类交易的通用形式达到双方满意且含主要条款的协议，并包含ABVC对向鑫稳提供关于许可产品信息以及对许可产品保护的知识产权作出声明、保证及承诺。

(D) Xinnovation shall have completed satisfactorily a due diligence investigation of the Licensed Product and any issues that may arise in the course of such investigation shall have been resolved satisfactorily.

鑫稳应完成对许可产品的尽职调查并且达到满意的标准，调查过程中可能出现的任何问题应得到满意解决。

and 和

ABVC shall make available or cause to be made available to Xinnovation, its advisors, and Representatives all information relating to the Licensed Product as Xinnovation shall reasonably request and to discuss the Licensed Product with ABVC’s Representatives.

ABVC应根据鑫稳的合理要求，向鑫稳、其顾问和代表提供与许可产品

相关的所有信息，并与ABVC的代表对许可产品作出讨论。

Starting from the Effective Date till the execution of the Definite Agreement, ABVC and its stockholders, directors, officers, employees, affiliates, agents or advisors (including, without limitation, attorneys, accountants, consultants, scientific collaborators, bankers, and financial advisors) (collectively, “Representatives”) shall deal exclusively with Xinnovation with respect to any licensing in the same scope or similar arrangement surrounding the Licensed Product. Further, neither ABVC nor any of its Representatives shall solicit, enter into, or continue any discussion, negotiations, or agreement with, or provide information to any other person or entity other than Xinnovation relating to the Licensed Product. In addition, during the period ABVC shall not enter into any agreement or understanding, whether oral or written, that would prevent or interfere with the consummation of the Definitive Agreement.

自生效日期起至最终协议签署，ABVC及其股东、董事、高管、雇员、关联公司、代理或顾问（包括但不限于律师、会计师、咨询师、科学合作方、银行和财务顾问）（统称“代表”）应与鑫稳专门处理围绕许可产品的许可或类似的安排。此外，ABVC或其任何代表均不得与鑫稳以外的任何其他人士或实体寻求、启动或继续讨论、谈判或提供与许可产品相关的信息。此外，在这期间内，ABVC不得签订任何会阻止或干扰最终协议完成的任何协议或谅解，无论是口头的还是书面的。

The Parties agree to obtain the other’s written consent prior to any disclosures related to this Term Sheet or its information hereby, including the existence and status thereof or the identity of the Parties thereto.

双方同意在披露与本Term Sheet或其相关的信息，包括它的存在、状态或者是双方的身份前，需获得另一方的书面同意。

This Term Sheet can be amended, modify or revised in writing upon mutual agreement.

經雙方同意，得以書面增補修改之。

This Term Sheet shall terminate under the following circumstances:

(1) on the execution of the Definitive Agreement as defined by the signature of both Parties;

(2) both Parties fail to execute the Definitive Agreement within 1 year of the Effective Date ; or

(3) if mutually agreed by both Parties in writing.

本Term Sheet应在下列情况下终止：

(1) 最终协议获得双方签署时终止

(2) 双方未能在生效之日起一年内签署最终协议；或

(3) 经双方协商一致后书面同意后终止。

This Term Sheet shall be executed in English and Chinese. Both languages have the same effect.

本协议由中英文写成, 两种语言同等有效。

This Term Sheet shall be governed by and construed in accordance with the law of Singapore. Any or all disputes arising from or in connection with the performance of the Term Sheet shall be settled through negotiation by both Parties. If the negotiation fails, each Party submits to Singapore International Arbitration Committee for the exclusive arbitration. The arbitration proceedings shall be conducted in English and Chinese.

本Term Sheet受新加坡法律的管辖并依其解释。双方因本 Term Sheet引起及与之相关的任何争议，应首先友好协商解决。协商不成的情况下，任何一方均可向新加坡国际仲裁委员会提出仲裁。仲裁程序以英文和中文进行。

Both Parties agree that this Term Sheet may be executed in one or more counterparts and by facsimile or scanned copy by email, each of which shall be considered an original and one and the same instrument.

双方同意，本Term Sheet可签署一份或多份副本，并通过传真或以扫描副本通过电子邮件送达，每一份都应被视为原件和同一份文书。

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

双方已经由其自身或其正式授权的管理人员于文首所述日期签署本协议，以资为证。

[Signature Page]

Exhibit 附件A

Exhibit 附件B

Ex B-1

Exhibit 99.1

ABVC Signs a Term Sheet to Earn Licensing Fees of up to $20M and Royalties of 5-12% of Net Sales

Fremont, CA (August 1, 2023) – ABVC Biopharma, Inc. (NASDAQ: ABVC), a clinical-stage biopharmaceutical company developing therapeutic solutions in oncology/hematology, neurology, and ophthalmology, today announced the signing of a legally binding term sheet with a prominent Chinese pharmaceutical company, Xinnovation Therapeutics Co., Ltd that, subject to definitive agreements, is for the exclusive licensing of ABV-1504 for Major Depressive Disorder (MDD) and ABV-1505 for Attention-Deficit/Hyperactivity Disorder in mainland China.

Under this landmark agreement, Xinnovation Therapeutics Co., Ltd will hold exclusive rights to develop, manufacture, market, and distribute our innovative drugs for MDD and ADHD in the Chinese market and shall bear the costs for clinical trials and product registration in China. The licensing deal carries a possible aggregate income of $20 million for ABVC. The term sheet outlines the key terms and conditions of the licensing agreement. The final agreement, expected to be formally signed within one year, will specify the precise licensing terms, including the schedule for milestone payments and other financial arrangements. As per the term sheet, ABVC expects to receive royalty payments ranging from 5% to 12% based on the projected annual net sales of licensed drugs in China, which we believe would bring ABVC’s revenue ~$50 million annually and ~$1 billion during the patent life of these products, if we achieve the expected amount of sales. The final agreement is subject to the satisfaction of closing conditions, and the transaction will not occur if they are not satisfied or waived within one year.

“We are delighted to embark on this partnership with Xinnovation Therapeutics Co., Ltd., which demonstrates our commitment to extending the reach of our groundbreaking therapeutics to patients in China,” said Dr. Uttam, CEO of ABVC. “By leveraging Xinnovation Therapeutics Co., Ltd’s strong presence and expertise in the Chinese market, we aim to provide new hope and improved treatment options for individuals suffering from MDD and ADHD in China.”

Since our neurology products, ABV-1504 and ABV-1505, are new botanical drugs of the extract from Polygala tenuifolia (Yuanzhi), a traditional Chinese medicine, Xinnovation will cooperate with other major pharmaceutical companies in China to grow raw materials in compliance with GAP (Good Agricultural Practices) and to manufacture the drug substance in compliance with GMP (Good Manufacturing Practices). By utilizing the vast agricultural resources and expertise available in China, we can expedite the refinement and advancement of these new drugs, paving the way for faster and more efficient global dissemination.

We believe the Company’s pipeline products have great market potential. As per the Future Market Insights report, the MDD market was valued at $11.51 billion in 2022 and is expected to reach $14.96 billion by 2032 with a CAGR of 2.8% over the forecast period.1 According to the Polaris market research report, the global ADHD treatment market was valued at $16.13 billion in 2022 and is expected to reach $32.14 billion by 2030 with a CAGR of 7.1% over the forecast period.2

About ABVC BioPharma

ABVC BioPharma is a clinical-stage biopharmaceutical company with an active pipeline of six drugs and one medical device (ABV-1701/Vitargus®) under development. For its drug products, the Company utilizes in-licensed technology from its network of world-renowned research institutions to conduct proof-of-concept trials through Phase II of clinical development. The Company’s network of research institutions includes Stanford University, University of California at San Francisco, and Cedars-Sinai Medical Center. For Vitargus®, theCompany intends to conduct global clinical trials through Phase III.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. None of the outcomes expressed herein are guaranteed. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval to proceed to the next level of the clinical trials or to market our product candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Contact:

Tom Masterson

Email: tmasterson@allelecomms.com