AEGLEA BIOTHERAPEUTICS, INC. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales AgreementAeglea BioTherapeutics, Inc. • May 1st, 2017 • Pharmaceutical preparations • New York
AEGLEA BIOTHERAPEUTICS, INC. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Agent”), as follows:
4,500,000 Shares Aeglea BioTherapeutics, Inc. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2018 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • New York
AEGLEA BIOTHERAPEUTICS, INC. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales AgreementAeglea BioTherapeutics, Inc. • May 20th, 2022 • Pharmaceutical preparations • New York
Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through or to JonesTrading Institutional Services LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of [•], 2018 is made by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and [•], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of December 7, 2023, by and among Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2024 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2023 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of March 16, 2021 by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
SEVERANCE AGREEMENTSeverance Agreement • March 8th, 2022 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Severance Agreement (the “Agreement”) is entered into as of July 6, 2021 (the “Effective Date”) by and between Jonathan Alspaugh (the “Executive”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of June 22, 2023, by and among Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among: AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation; ASPEN MERGER SUB I, INC., a Delaware corporation; SEQUOIA MERGER SUB II, LLC, a Delaware limited liability company; and SPYRE THERAPEUTICS, INC., a...Agreement and Plan of Merger • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 22, 2023, by and among AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation (“Parent”), ASPEN MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), SEQUOIA MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and SPYRE THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
UNDERWRITING AGREEMENT 3,000,000 Shares AEGLEA BIOTHERAPEUTICS, INC. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2017 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • New York
Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to JonesTrading Institutional Services LLC (the “Underwriter”) an aggregate 3,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 450,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares”.
August 18, 2023 Heidy King-Jones Re: Offer of Employment Dear Heidy:Spyre Therapeutics, Inc. • March 1st, 2024 • Pharmaceutical preparations
On behalf of Aeglea BioTherapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Legal Officer and Corporate Secretary (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 7, 2023, by and among SPYRE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
OFFICE LEASE BETWEEN BARTON OAKS OFFICE CENTER, LLC (“LANDLORD”) AND AEGLEA DEVELOPMENT COMPANY, INC. (“TENANT”)Office Lease • May 6th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations
This Office Lease (this “Lease”) is entered into by and between BARTON OAKS OFFICE CENTER, LLC, a Delaware limited liability company (“Landlord”), and AEGLEA DEVELOPMENT COMPANY, INC., a Delaware corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”).
AEGLEA BIOTHERAPEUTICS, INC. 11,652,830 Shares of Common Stock, par value $0.0001 Pre-Funded Warrants to Purchase 13,610,328 Shares of Common Stock Underwriting AgreementAeglea BioTherapeutics, Inc. • April 28th, 2020 • Pharmaceutical preparations • New York
Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,652,830 shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), pre-funded warrants to purchase an aggregate of 13,610,328 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”) and, at the option of the Underwriters, up to an additional 3,789,473 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Shares and Warrants are herein referred to as the “Securities.” The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant
ASSET PURCHASE AGREEMENT dated as of July 27, 2023 by and between AEGLEA BIOTHERAPEUTICS, INC. and IMMEDICA PHARMA ABAsset Purchase Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENTLine License Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line License Agreement (“Agreement”), effective as of June 20, 2022 (“Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Paragon Therapeutics, Inc., a Delaware corporation, with an office at 34 Cypress Rd., Arlington, MA 02474 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
AEGLEA BIOTHERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stock Restriction Agreement (this “Agreement”) is made and entered into as of March 10, 2015 (the “Effective Date”) by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and (“Stockholder”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENTBiologics Master Services Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Biologics Master Services Agreement (this “Agreement”) is dated as of June 20, 2022 (the “Effective Date”) and is between Paragon Therapeutics, Inc., a Delaware corporation, with an office at 34 Cypress Rd., Arlington, MA 02474 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation and Consulting Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
This SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and Jonathan Alspaugh (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
VICE PRESIDENT SEVERANCE AGREEMENTVice President Severance Agreement • March 14th, 2016 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Vice President Severance Agreement (the “Agreement”) is entered into as of January 14, 2016 (the “Effective Date”) by and between Henry L. Hebel (the “Employee”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”).
November 22, 2023 Cameron Turtle Re: Amended and Restated Employment Letter Agreement Dear Cameron:Letter Agreement • February 5th, 2024 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Aeglea BioTherapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Executive Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below, to be effective November 22, 2023 (the “Effective Date”). This Agreement amends and restates that certain letter agreement date June 22, 2023.
LEASE TERMINATION AGREEMENTLease Termination Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made as of the 7th day of August, 2023 (“Effective Date”), by and between LAS CIMAS OWNER LP, a Delaware limited partnership (“Landlord”) and AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • March 1st, 2024 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (together with the attached Exhibit A (the “Business Terms Exhibit”) and Exhibit B (the “EU Data Privacy Exhibit”), the “Agreement”), is made as of August 1, 2023 (the “Effective Date”) by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and Mark McKenna (“Consultant”). The Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to the Company, all as provided in this Agreement.
PATENT LICENSE AGREEMENT AGREEMENT NO. PM1401601Patent License Agreement • September 14th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Patent License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, ‘Party”).
Master Services AgreementMaster Services Agreement • September 14th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • North Carolina
This Master Services Agreement (this “Agreement”) dated December 24, 2013 (the “Effective Date”), between Aeglea Development Company, Inc., having a place of business at 815-A Brazos St. #101, Austin, TX 78701 (“Client”) and KBI Biopharma, Inc., having a place of business at 1101 Hamlin Road, Durham, North Carolina 27704 (“KBI Biopharma”) (Client and KBI Biopharma, each a “Party”, and collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2023 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 22, 2023, by and among AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NOVATION AGREEMENTNovation Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
This Novation Agreement (this “Novation Agreement”) dated as of July 21, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (the “Transferor”), (ii) Aeglea Biotherapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street Building 21, Suite 105, Waltham, MA 02453 (“Aeglea”), and (iii) WuXi Biologics (Hong Kong) Limited, a Hong Kong corporation with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (the “Counterparty”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Original Contracts (as defined below).
SPONSORED RESEARCH AGREEMENT NO. UTA13-001113Sponsored Research Agreement • November 5th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (“Agreement”) is made between The University of Texas at Austin, Austin, Texas (“University”), an institution of higher education created by the Constitution and law of the State of Texas under The University of Texas System (“System”) and Aeglea Development Company, Inc., AERase, Inc., AEMase, Inc., AECase, Inc., AE4ase, Inc., AE5ase, Inc., and AE6ase, Inc., all Delaware C corporations with their principal place of business at 815 A Brazos St., #101, Austin TX 78701 (each a “Sponsor Entity” and collectively, “Sponsor”). Aeglea Development Company, Inc. may be referred to herein as the “Funding Sponsor” or “Sponsor Entity” as appropriate.
SEVERANCE AGREEMENTSeverance Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Severance Agreement (the “Agreement”) is entered into as of April __, 2018 (the “Effective Date”) by and between __________________ (the “Executive”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED ANTIBODY DISCOVERY AND...Discovery and Option Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of September 29, 2023 (the “New Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parapyre Holding LLC, a Delaware limited liability company (“Parapyre”) and Spyre Therapeutics, LLC (“Spyre”), a Delaware limited liability company and wholly-owned subsidiary of Aeglea BioTherapeutics, Inc. (“Aeglea”). Paragon, Parapyre and Spyre are also referred to herein individually as a “Party”, or collectively as the “Parties.”
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 2nd, 2023 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Severance and Change in Control Agreement (the “Agreement”) is entered into as of November 29, 2022 (the “Effective Date”) by and between Jeffrey M. Goldberg (the “Executive”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (together with its subsidiaries, the “Company”).
LEASE AGREEMENT BETWEEN LAS CIMAS OWNER LP, AS LANDLORD, AND AEGLEA BIOTHERAPEUTICS, INC. AS TENANT DATED APRIL 30, 2019Lease Agreement • May 7th, 2019 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Lease Agreement (this "Lease") is entered into as of April 30, 2019, between LAS CIMAS OWNER LP, a Delaware limited partnership ("Landlord"), and AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation ("Tenant").
CEO SERVERANCE AGREEMENTCeo Serverance Agreement • September 14th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This CEO Severance Agreement (the “Agreement”) is entered into as of July 7, 2015 (the “Effective Date”) by and between David G. Lowe, Ph.D. (the “Executive”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”).
SPONSORED RESEARCH AGREEMENT NO. UTA13-001113Sponsored Research Agreement • June 16th, 2015 • Aeglea BioTherapeutics, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (“Agreement”) is made between The University of Texas at Austin, Austin, Texas (“University”), an institution of higher education created by the Constitution and law of the State of Texas under The University of Texas System (“System”) and Aeglea Development Company, Inc., AERase, Inc., AEMase, Inc., AECase, Inc., AE4ase, Inc., AE5ase, Inc., and AE6ase, Inc., all Delaware C corporations with their principal place of business at 815 A Brazos St., #101, Austin TX 78701 (each a “Sponsor Entity” and collectively, “Sponsor”). Aeglea Development Company, Inc. may be referred to herein as the “Funding Sponsor” or “Sponsor Entity” as appropriate.
