] Shares ACELYRIN, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations • New York
ACELYRIN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between ACELYRIN, INC., a Delaware corporation (together with its subsidiaries, the “Company”), and (“Indemnitee”).
ACELYRIN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 13th, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of September, 2022, by and among ACELYRIN, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • April 13th, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of March 25, 2021 (“Effective Date”) is entered into between Pierre Fabre Medicament SAS, a company duly organized and existing under the laws of France, having offices and principal place of business at 45, Place Abel Gance 92100 Boulogne Billancourt, France (“Licensor”) and ValenzaBio Inc., a limited liability company organized under the laws of Delaware and having its principal place of business at 6701 Democracy Blvd, Suite 300, Bethesda, MD 20817 (“Licensee”).
SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement and Mutual Release • August 2nd, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations • California
This Separation Agreement and Mutual Release (“Agreement”) is made by and between Mardi C. Dier (“Employee”) and ACELYRIN, INC. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ACELYRIN, INC.ACELYRIN, Inc. • May 1st, 2023 • Pharmaceutical preparations
On behalf of Acelyrin, Inc. (the “Company”), I am pleased to confirm your employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”).
LICENSE AND COLLABORATION AGREEMENTACELYRIN, Inc. • April 13th, 2023 • Pharmaceutical preparations
THIS LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), entered into as of August 9, 2021 (the “Effective Date”), by and between Affibody AB, a Swedish company with registration no. 556665-6913, with a principal place of business at Scheeles väg 2, SE-171 65 Solna, Sweden (“Affibody”) and ACELYRIN, INC., a Delaware corporation with a principal place of business at 23371 Mulholland Dr., PMB 417, Woodland Hills, CA 91364 (“ACELYRIN”, and collectively with Affibody, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ACELYRIN, INC., WH1, INC., WH2, LLC, VALENZABIO, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 20, 2022Agreement and Plan of Merger and Reorganization • April 13th, 2023 • ACELYRIN, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of December 20, 2022 (the “Agreement Date”), by and among: (i) ACELYRIN, INC., a Delaware corporation (“Parent”); (ii) WH1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“First Merger Sub”); (iii) WH2, LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) ValenzaBio, Inc., a Delaware corporation (the “Company”); and (v) solely in its capacity as the representative of the Sellers, Shareholder Representative Services LLC, a Colorado limited liability company (the “Seller Representative”). Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in this Agreement as identif
