Rallybio Corp Sample Contracts
•] 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
RALLYBIO CORPORATION NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock 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.
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”).
AVENZO THERAPEUTICS, INC.Employment Agreement • July 15th, 2026 • Rallybio Corp • Pharmaceutical preparations
This letter agreement (the “Agreement”) is effective as of August 22, 2025 (the “Effective Date”) and amends and restates that certain letter agreement between you and Avenzo Therapeutics, Inc. (the “Company”) dated August 18, 2022 (the “Prior Agreement”). The terms of this Agreement supersede the terms of the Prior Agreement in their entirety.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations
This second amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of February 1, 2023, as amended by that certain Amendment to Employment Agreement (the “First Amendment”), between Rallybio Corporation, a Delaware corporation (the “Company”), and Jonathan I. Lieber (the “Executive”) and is effective as of the date set forth on the signature page hereto. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 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”).
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...Product License Agreement • July 2nd, 2021 • Rallybio Corp • 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:
COLLABORATION AND LICENSE AGREEMENT by and betweenCollaboration and License Agreement • July 15th, 2026 • Rallybio Corp • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is made as of January 3, 2024 (the “Effective Date”), by and between Avenzo Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (“Avenzo”), with offices located at 12707 High Bluff Drive, Suite 200, San Diego, California 92130, United States, and Allorion Therapeutics Inc., a corporation organized and existing under the laws of Massachusetts (“Allorion”), with offices located at 22 Strathmore Road, Suite 341, Natick, MA 01760. Allorion and Avenzo may be referred to in this Agreement individually as a “Party” and together as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations
This amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of February 1, 2023, between Rallybio Corporation, a Delaware corporation (the “Company”) and Jonathan Lieber (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or about the date hereof, by and among the Company, Farmington Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Candid Therapeutics, Inc., a Delaware corporation (the “Merger Agreement”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Agreement.
FNAIT COLLABORATIONAGREEMENTFnait Collaboration Agreement • August 8th, 2024 • Rallybio Corp • Pharmaceutical preparations • New York
This FNAIT Collaboration Agreement (“Agreement”) by and between Momenta Pharmaceuticals, Inc. (“Company”), having a place of business at 1125 Trenton-Harbourton Road, Titusville, NJ 08560, United States and Rallybio IPA, LLC (“Rallybio”), having a place of business at 234 Church Street, Suite 1020, New Haven, CT 06510, is made and effective as of the date of the last signature hereto (the “Effective Date”).
OFFICE LEASE AGREEMENT BETWEEN PACIFIC NORTH COURT HOLDINGS, L.P. AS LANDLORD AND CANDID THERAPEUTICS, INC. AS TENANTOffice Lease Agreement • March 17th, 2026 • Rallybio Corp • Pharmaceutical preparations • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of June 27, 2024, between PACIFIC NORTH COURT HOLDINGS, L.P., a California limited partnership (“Landlord”), and CANDID THERAPEUTICS, INC., a Delaware corporation (“Tenant”), who agree as follows:
SUPPORT AGREEMENTSupport Agreement • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of May 31, 2026, by and between AVENZO THERAPEUTICS, INC., a Delaware corporation (“Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 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”).
Lock-Up Agreement May 31, 2026Lock-Up Agreement • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations
The undersigned (the “Stockholder”) understands that: (i) RALLYBIO CORPORATION., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of May 31, 2026 (the “Merger Agreement”), with AVENZO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and FARMINGTON MERGER SUB, INC. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub shall cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Annex A sets forth definitions for certain capitalized terms used in this agreement that are not defined in the body of this agreement. Those definitions ar
SUPPORT AGREEMENTSupport Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of March 1, 2026, by and between CANDID THERAPEUTICS, INC., a Delaware corporation (“Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
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”.
Lock-Up Agreement March 1, 2026Lock-Up Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations
The undersigned (the “Stockholder”) understands that: (i) RALLYBIO CORPORATION., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of March 1, 2026 (the “Merger Agreement”), with CANDID THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Farmington Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub shall cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Annex A sets forth definitions for certain capitalized terms used in this agreement that are not defined in the body of this agreement. Those definitions
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • July 15th, 2026 • Rallybio Corp • Pharmaceutical preparations
This FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of December 6, 2024, by and between KR JUNCTION, LLC, a Delaware limited liability company (“Landlord”), and AVENZO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
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”).
SUPPORT AGREEMENTSupport Agreement • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of May 31, 2026, by and between RALLYBIO CORPORATION, a Delaware corporation (“Parent”), and the [Person] set forth on Schedule A hereto (the “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of March 1, 2026, by and between RALLYBIO CORPORATION, a Delaware corporation (“Parent”), and the [Person] set forth on Schedule A hereto (the “Stockholder”).
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2026 (the “Effective Date”) by and among Avenzo Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 7 hereof.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: RALLYBIO CORPORATION, a Delaware corporation; FARMINGTON MERGER SUB, INC., a Delaware corporation; and AVENZO THERAPEUTICS, INC., a Delaware corporation Dated as of May 31, 2026Agreement and Plan of Merger • June 1st, 2026 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of May 31, 2026, by and among RALLYBIO CORPORATION, a Delaware corporation (“Parent”), FARMINGTON MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and AVENZO THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations
This amendment (this “Amendment”) amends the Second Amended and Restated Employment Agreement (the “Agreement”), dated as of August 1, 2023, between Rallybio Corporation, a Delaware corporation (the “Company”) and Stephen Uden (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or about the date hereof, by and among the Company, Farmington Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Candid Therapeutics, Inc., a Delaware corporation (the “Merger Agreement”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2026 • Rallybio Corp • Pharmaceutical preparations
This amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of June 25, 2025, between Rallybio Corporation, a Delaware corporation (the “Company”) and Steven Ryder, M.D. (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or about the date hereof, by and among the Company, Farmington Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Candid Therapeutics, Inc., a Delaware corporation (the “Merger Agreement”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Agreement.
AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • March 13th, 2025 • Rallybio Corp • Pharmaceutical preparations
Rallybio Corporation, a Delaware corporation (the “Company”), together with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (the “Agent”), are parties to that certain Sales Agreement dated August 8, 2022 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company and the Agent desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:
RALLYBIO CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock 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.
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”).