•] Shares of Common Stock Rallybio Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2021 between Rallybio Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
RALLYBIO CORPORATION SALES AGREEMENTSales Agreement • August 8th, 2022 • Rallybio Corp • Pharmaceutical preparations • New York
ContractEmployment Agreement • August 8th, 2023 • Rallybio Corp • Pharmaceutical preparations • Connecticut
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 28th day of July, 2021, by and among Rallybio Corporation, a Delaware corporation (including Rallybio Corporation’s successors by merger, acquisition, reorganization or otherwise, the “Company”), each of the investors listed on Schedule A hereto, any additional Investor who becomes a party to this Agreement (each an “Investor”, and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2024 • Rallybio Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a...Rallybio Corp • July 2nd, 2021 • Pharmaceutical preparations
THIS AMENDMENT NO 2 to the Product License Agreement dated March 9, 2012, as subsequently supplemented by a Letter Agreement dated November 4, 2015 and amended by Amendment No. 1 dated January 1, 2018 (the “C5 PLA”), is entered into with effect as of 22 December 2020, and made between:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2024 • Rallybio Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
ASSET TRANSFER AGREEMENT by and between SWEDISH ORPHAN BIOVITRUM AB (PUBL) and IPC RESEARCH, LLC DATE: 15 MARCH 2019Asset Transfer Agreement • July 2nd, 2021 • Rallybio Corp • Pharmaceutical preparations • England and Wales
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a...Product License Agreement • July 2nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This Agreement (the “Agreement”), is made and entered into as of 9 March 2012 (the “Effective Date”) by and between Affibody AB, company registration no. 556665-6913, Gunnar Asplunds Allé 24, SE-171 63 Solna (“Licensor”), and Swedish Orphan Biovitrum AB (publ), (previously Biovitrum AB publ) |company registration no. 556038-9321, Tomtebodavagen 23 A, SE-112 76 Stockholm, Sweden (“Licensee”); individually a “Party”, together the “Parties”.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a...Asset Purchase Agreement • July 2nd, 2021 • Rallybio Corp • Pharmaceutical preparations • New York
This Asset Purchase Agreement, dated as of June 28, 2019 (the “Execution Date”) (as amended or otherwise modified, this “Agreement”) is between RALLYBIO IPA, LLC, a Delaware limited liability company (“Rallybio”), and PROPHYLIX AS, a Norwegian company with registration number 920 056 261 (“Prophylix”) (each of the foregoing individually a “Party” and collectively the “Parties”).
OPERATING AGREEMENT OF RE VENTURES I, LLCOperating Agreement • June 7th, 2021 • Rallybio Holdings, LLC • Pharmaceutical preparations • Delaware
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of July 19, 2019 (the “Effective Date”) by the parties listed on Schedule A (each a “Member” and, together with any Member subsequently admitted to the Company, collectively the “Members”).
RALLYBIO CORPORATION INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CONFIDENTIAL RELEASE AND SEPARATION AGREEMENTConfidential Release and Separation Agreement • March 6th, 2023 • Rallybio Corp • Pharmaceutical preparations • Connecticut
This Confidential Release and Separation Agreement (“Agreement”) is made by and between Jeffrey M. Fryer, [***] (“Employee” or “you”), on behalf of yourself and your agents, assignees, heirs, executors, administrators, beneficiaries, trustees, legal representatives and assigns (collectively “Employee Parties”), and Rallybio Corporation, its subsidiaries, parents, affiliates, divisions and related entities (the “Company”), on behalf of its and their successors, predecessors, assigns, present or former directors, officers, executives, agents, attorneys, shareholders, fiduciaries or employees or any person acting on behalf of any of them (collectively, the “Company Released Parties”).
RALLYBIO HOLDINGS, LLC CONTRIBUTION AND RESTRICTED SHARE AGREEMENTContribution and Restricted Share Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
This CONTRIBUTION AND RESTRICTED SHARE AGREEMENT (this “Agreement”), effective (the “Effective Date”), is entered into by and between Rallybio Holdings, LLC, a Delaware limited liability company (the “Company”), and (the “Recipient”).
RALLYBIO HOLDINGS, LLC EQUITY ADJUSTMENT NOTICEEquity Adjustment Notice • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This notice (this “Notice”) describes certain amendments that are being made to the Restricted Share Agreement(s) and/or Contribution and Restricted Share Agreement(s) (each, as amended from time to time, your “Award Agreement(s)”) between you and Rallybio Holdings, LLC (the “LLC”) and to the restricted common units and/or incentive units you hold under such Award Agreement(s) (collectively, your “Award(s)”) in connection with the initial public offering (the “IPO”) of shares of common stock of Rallybio Corporation (“Rallybio”) and the dissolution of the LLC (the “Dissolution”) undertaken pursuant to that certain Plan of Liquidation and Dissolution of Rallybio Holdings, LLC entered into by the LLC on or about July 22, 2021 (the “Plan of Dissolution”) in connection with the IPO. The LLC, its subsidiaries, and Rallybio are collectively referred to in this Notice as the “Company.”
RALLYBIO CORPORATION NON-STATUTORY STOCK OPTION AGREEMENTEquity Incentive Plan • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
RALLYBIO CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT (Non-Employee Directors and Consultants)Option Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
RALLYBIO CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
RALLYBIO CORPORATION RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Directors and Consultants)Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a...Rallybio Corp • July 2nd, 2021 • Pharmaceutical preparations
THIS AMENDMENT NO 1 to the Product License Agreement dated March 9, 2012, as subsequently supplemented by a Letter Agreement dated November 4, 2015 (the “C5 PLA”), is entered into with effect as of January 1, 2018 (the “Effective Date”), and made between:
