4,615,384 Shares Tourmaline Bio, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2024 • Tourmaline Bio, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________________ between Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
•] Shares TALARIS THERAPEUTICS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2021 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
TALARIS THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2021 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Talaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 26th, 2021 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 22nd day of September, 2020 by and among TALARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.
Tourmaline Bio, Inc.Tourmaline Bio, Inc. • October 20th, 2023 • Biological products, (no disgnostic substances)
On June 22, 2023, Tourmaline Bio, Inc. (“Legacy Tourmaline”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Talaris Therapeutics, Inc. (“Talaris”), and Terrain Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Legacy Tourmaline, with Legacy Tourmaline continuing as a wholly owned subsidiary of Talaris and the surviving corporation of the merger (the “Merger” and the closing date of the Merger, the “Closing Date”). As a result of the Merger, Legacy Tourmaline will change its name to Tourmaline Sub, Inc. (the “Company”), and Talaris will change its name to Tourmaline Bio, Inc. (referred to herein as “Tourmaline”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Exclusive License Agreement • April 16th, 2021 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Kentucky
This Amended and Restated Exclusive License Agreement (“Agreement”) is executed this 31st day of October, 2018 (the “Execution Date”) and is effective as of February 26, 2017 (the “Effective Date”) and is made by and between University of Louisville Research Foundation, Inc. (“ULRF”), a Kentucky 501(c)3 non-profit corporation having an office at 300 East Market Street, Suite 300, Louisville, Kentucky, 40202, as the agent of the University of Louisville (“UofL”) for licensing intellectual property owned and controlled by ULRF on behalf of UofL and Regenerex, Inc. (“Licensee”), a Delaware corporation with a principal place of business at 201 East Jefferson Street, Suite 110B, Louisville, KY. ULRF and Licensee are referred to herein, on occasion, separately each as a “Party” or together as the “Parties”.
LICENCE AGREEMENT between LONZA SALES AG andLicence Agreement • July 20th, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as “Lonza”),
UNIVERSITY OF LOUISVILLE LEASE AGREEMENTLease Agreement • February 26th, 2021 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Kentucky
This Lease Agreement (“Agreement”), made and entered into with effect as of November 1, 2018 (the “Effective Date”), by and between the University of Louisville, an agency of the Commonwealth of Kentucky and an institution of higher education (“Lessor”), and Regenerex, Inc. (“Lessee”). The parties agree as follows:
AGREEMENT AND PLAN OF MERGER among: TALARIS THERAPEUTICS, INC.; TERRAIN MERGER SUB, INC.; and TOURMALINE BIO, INC. Dated as of June 22, 2023Support Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 22, 2023, by and among TALARIS THERAPEUTICS, INC., a Delaware corporation (“Terrain”), TERRAIN MERGER SUB, INC., a Delaware corporation and direct wholly owned subsidiary of Terrain (“Merger Sub”), and TOURMALINE BIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
April 14, 2023 Mary Kay Fenton Re: Retention Agreement Dear Mary Kay:Talaris Therapeutics, Inc. • April 14th, 2023 • Biological products, (no disgnostic substances) • Massachusetts
Talaris Therapeutics, Inc. (the “Company”) greatly appreciates your many contributions especially during these challenging times for the Company. In order to encourage your continued commitment, the Company is offering you the opportunity to receive a retention bonus and change in control benefits as specified below and in the Company’s Amended and Restated Executive Severance and Change in Control Plan (the “CIC Plan”), subject to this “Agreement:”
TOURMALINE BIO, INC. SUPPORT AGREEMENTSupport Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.
Strategic Advisor AgreementStrategic Advisor Agreement • July 20th, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Advisor Agreement (the “Agreement”), dated as of May 26, 2023 (the “Effective Date”) is between Talaris Therapeutics, Inc., a Delaware corporation with a principal office address at 570 S. Preston Street, Suite 400, Louisville, KY, 40202, Louisville, KY, 40202 (the “Company”) and Scott Requadt, an independent advisor with an address at 15 Lewis Path, Wayland, MA 01778 (“Advisor”). Reference is made to the Severance Agreement and General Release between Advisor and the Company (the “Severance Agreement”), which remains in full effect.
LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
TALARIS THERAPEUTICS, INC. SUPPORT AGREEMENTSupport Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Terrain.
UNIVERSITY OF LOUISVILLE LEASE AGREEMENT TALARIS THERAPEUTICSUniversity of Louisville Lease Agreement • March 31st, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”) is effective as of the 1st day of March, 2023 (“Effective Date”), by and between the University of Louisville (“Lessor”), and Talaris Therapeutics, Inc. (“Lessee”) (collectively the “Parties”).
LICENSE AGREEMENTLicense Agreement • July 20th, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 3rd day of May, 2022 (the “Effective Date”), by and between Tourmaline Bio, LLC, a limited liability company organized and existing under the laws of Delaware with offices at Four Embarcadero, Suite 2100, San Francisco, CA 94111 (“Licensee”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“Pfizer”). Licensee and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
UNIVERSITY OF LOUISVILLE LEASE AGREEMENTLease Agreement • May 15th, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Kentucky
This Lease Agreement (“Agreement”), made and entered into with effect as of November 1, 2018 (the “Effective Date”), by and between the University of Louisville, an agency of the Commonwealth of Kentucky and an institution of higher education (“Lessor”), and Regenerex, Inc. (“Lessee”). The parties agree as follows:
Re: Amendment to Strategic Advisor AgreementTalaris Therapeutics, Inc. • August 25th, 2023 • Biological products, (no disgnostic substances)
This letter (the “Amendment”) amends the terms of your Strategic Advisor Agreement with Talaris Therapeutics, Inc., (the “Company”), dated May 26, 2023 (the “Advisor Agreement”). Capitalized terms not defined herein shall have the meaning specified in the Advisor Agreement. This Amendment represents the mutual written assent referenced in Section 2 of the Advisor Agreement.
Talaris Therapeutics and Tourmaline Bio Announce Merger Agreement Merger to create Nasdaq-listed, late-stage clinical biotechnology company focused on developing Tourmaline’s anti-IL-6 antibody (TOUR006) in thyroid eye disease (TED) and...Merger Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
BOSTON and NEW YORK – June 22, 2023 – Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris”) and Tourmaline Bio, Inc. (“Tourmaline”), a late-stage clinical biotechnology company developing transformative medicines to dramatically improve the lives of patients with life-altering immune diseases, today announced that the companies have entered into a definitive agreement under which Tourmaline will combine with Talaris in an all-stock transaction (the “Merger”). The combined company will focus on advancing Tourmaline’s lead program, TOUR006, a potentially best-in-class anti-IL-6 antibody, for the treatment of thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD). Upon completion of the Merger, the combined company will operate under the name Tourmaline Bio, Inc. and trade on the Nasdaq under the ticker symbol “TRML.” In addition, Talaris anticipates making a cash dividend of up to approximately $64.8 million to its stockholders prior to the closing of the Merger.
