Climb Bio, Inc. Sample Contracts
a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 202 between Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of May 21, 2021, by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in Section 1 below).
CLIMB BIO, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 25th, 2025 • Climb Bio, Inc. • Pharmaceutical preparations • New York
Climb Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 10, 2024 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) by and between James B. Bucher (the “Executive”) and Eliem Therapeutics, Inc. (the “Company”) is effective as of October 1, 2020 (the “Effective Date”).
FORM OF PARENT SUPPORT AGREEMENTParent Support Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PRIVATE & CONFIDENTIAL February 13, 2023 James B. Bucher [Redacted] [Redacted] Dear Jim,Transition, Separation and Consulting Agreement • March 28th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
July 31, 2024 Brett Kaplan Via email to [**]Employment Agreement • August 26th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
ELIEM THERAPEUTICS, INC. (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this offer letter agreement (the “Agreement”) beginning on August 26, 2024 (the “Start Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2026 • Climb Bio, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [•], 2026, is entered into by and among Climb Bio, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually, an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF SUPPORT AND JOINDER AGREEMENTSupport and Joinder Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support and Joinder Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • June 12th, 2026 • Climb Bio, Inc. • Pharmaceutical preparations • New York
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • May 23rd, 2025 • Climb Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Climb Bio, Inc. (the “Company”) and Brett Kaplan (“Executive”) (together, the “Parties”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and amongAgreement and Plan of Merger and Reorganization • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of April 10, 2024, by and among: Eliem Therapeutics, Inc., a Delaware corporation (“Parent”); Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Transitory Subsidiary”); Tenet Medicines, Inc., a Delaware corporation (the “Company”); and solely in such Person’s capacity as the Company Equityholder Representative, Stephen Thomas (the “Company Equityholder Representative”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. TECHNOLOGY TRANSFER AND...Technology Transfer and Exclusive License Agreement • March 25th, 2025 • Climb Bio, Inc. • Pharmaceutical preparations • New York
This TECHNOLOGY TRANSFER AND Exclusive License Agreement (this “Agreement”) is made as of January 8, 2025 (the “Effective Date”), by and between Beijing Mabworks Biotech Co., Ltd., a corporation duly organized and existing under the laws of the People’s Republic of China and having a place of business at Room 2505, Building 1, Yard 2, Ronghua South Road, Beijing Economic-Technological Development Area, Beijing, China (“Mabworks”), and Climb Bio, Inc., a company organized and existing under the laws of Delaware and having a place of business at 20 William Street, Suite 145, Wellesley Hills, MA 02481 (“Climb”). Mabworks and Climb are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
May 3, 2021 Valerie Morisset, Ph.D. Dear Valerie, Valerie Morisset’s (the “Executive” or “you”) Employment Agreement with Eliem Therapeutics (UK) Ltd (the “Company” or “we”)Employment Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Washington
Your employment with the Company as President & Chief Scientific Officer, commenced on 1 April 2019 subject to the terms and conditions of employment described in a letter agreement dated March 15, 2019 (including the schedules, annexures and/or exhibits thereto, the “Original Agreement). No employment with a previous employer counts towards your period of continuous employment with the Company.
Cell Line Development, Manufacturing Services and License AgreementCell Line Development, Manufacturing Services and License Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line Development, Manufacturing Services and License Agreement is entered into as of February 9th, 2021 (“Effective Date”) between:
Re: Section 3(a)(9) Exchange AgreementSection 3(a)(9) Exchange Agreement • December 11th, 2025 • Climb Bio, Inc. • Pharmaceutical preparations
This letter agreement (this “Agreement”) confirms the agreement of Climb Bio, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock (as defined below) listed on Schedule I attached hereto (the “Stockholders”), which Stockholders are affiliated with RA Capital Management, L.P. (“RA Capital”), to exchange an aggregate number of shares set forth on Schedule I attached hereto (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders, in consideration for one or more pre-funded warrants (each, a “Warrant”) in the form attached hereto as Exhibit A, to purchase an equivalent number of shares of Common Stock (the “Warrant Shares”) in the aggregate as the number of Shares exchanged, on the terms specified below.
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 28th, 2026 • Climb Bio, Inc. • Pharmaceutical preparations • New York
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated April 27, 2026, by and among the Company and the Investors identified therein (the “Purchase Agreement”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSAcquisition Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
The unaudited pro forma condensed combined financial information was prepared on the basis that the Acquisition is accounted for as an asset acquisition of Tenet by Eliem under accounting principles generally accepted in the United States. In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Eliem first evaluated the initial screen test to determine if substantially all of the fair value of the gross assets acquired of Tenet is concentrated in a single asset or a group of similar assets. Eliem concluded that substantially all of the fair value of the gross assets being acquired of Tenet is concentrated in the TNT119 (“IPR&D”) asset. Accordingly, Eliem will account for the transaction as an asset acquisition. Under the asset acquisition method of accounting, consideration is allocated to the assets acquired and liabilities assumed on a relative fair value basis, no goodwill is recorded and all direct ac
ContractWarrant Agreement • December 11th, 2025 • Climb Bio, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
PRIVATE & CONFIDENTIAL February 13, 2023 Robert W. Azelby [Redacted] [Redacted] Dear Bob,Separation and Consulting Agreement • February 14th, 2023 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger and Reorganization, dated as of [ ], 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Tenet Medicines, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET CONTRIBUTION AGREEMENT, dated as of February 4, 2019 (this “Agreement”), is entered into by and between Carnot, LLC, a Delaware limited liability company (“Contributor”), and Eliem Therapeutics, Inc., a Delaware corporation (“Recipient”). Contributor and Recipient are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Among ELIEM THERAPEUTICS, INC., ATHENA MERGER SUB INC. ATHENEN THERAPEUTICS, INC., AI ETI LLC, AS ELIEM REPRESENTATIVE and ADAM ROSENBERG AS ATHENEN REPRESENTATIVE October 15, 2020Merger Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 15, 2020, by and among Eliem Therapeutics, Inc., a Delaware corporation (“Eliem”), Athenen Therapeutics, Inc., a Delaware corporation (“Athenen”), Athena Merger Sub Inc. (“Merger Sub”), AI ETI LLC, a Delaware limited liability company, solely in its capacity as Eliem’s representative (the “Eliem Representative”), and Adam Rosenberg, an individual, solely in his capacity as Athenen’s representative (the “Athenen Representative” and together with the Eliem Representative, the “Representatives”).
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT SETTLEMENT AGREEMENT THIS DEED is made on August 23, 2024Settlement Agreement • August 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
ELIEM THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is between Eliem Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”). Capitalized terms used in this Agreement without definition shall have the respective meaning ascribed to such capitalized terms in the Plan (as defined below).
ASSET PURCHASE AGREEMENT BETWEEN ACELYRIN, INC., WH2, LLC AND TENET MEDICINES, INC. DATED AS OF January 4, 2024Asset Purchase Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2024, is made by and between Tenet Medicines, Inc., a Delaware corporation (“Buyer”), ACELYRIN, INC., a Delaware corporation (“Parent”), and WH2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“WH2”, and together with Parent, “Seller”).
1) CANCER RESEARCH TECHNOLOGY LIMITED AND (2) TENET MEDICINES, INC. AMENDED AND RESTATED LICENCE AGREEMENTLicence Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
UNIT TRANSFER AGREEMENTUnit Transfer Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS UNIT TRANSFER AGREEMENT (this “Agreement”) is made as of February 4, 2019, by and among Eliem Therapeutics, Inc., a Delaware corporation (“Eliem”), RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Healthcare”), Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell Series A” and together with RA Healthcare, the “NeoKera Members”), and RA Capital Management, LLC, a Delaware limited liability company, in its capacity as the manager of NeoKera (in such capacity, the “Manager”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2026 • Climb Bio, Inc. • Pharmaceutical preparations • Delaware
February 1, 2025 Perrin Wilson Via email to [**] Re: Offer of Employment Dear Perrin,Offer of Employment • August 12th, 2025 • Climb Bio, Inc. • Pharmaceutical preparations • Massachusetts
We are very pleased to offer you employment with Climb Bio, Inc. (the “Company”), effective February 10, 2025 (the “Start Date”). The initial terms of your employment with the Company are as set forth in this offer letter agreement (the “Agreement”).
September 30, 2025 Susan Altschuller Via email to [**] Re: Offer of Employment Dear Susan,Offer of Employment • October 1st, 2025 • Climb Bio, Inc. • Pharmaceutical preparations
We are very pleased to offer you employment with Climb Bio, Inc. (the “Company”), effective October 1, 2025 (the “Start Date”). The initial terms of your employment with the Company are as set forth in this offer letter agreement (the “Agreement”).