Atrium Therapeutics, Inc. Sample Contracts
Husam Younis Re: Employment Agreement Dear Husam:Employment Agreement • February 17th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • California
In connection with the distribution (the “Distribution”) by Avidity Biosciences, Inc. (“Avidity”) of all the issued and outstanding shares of common stock, par value $0.001 per share of Atrium Therapeutics, Inc. (the “Company”), you and the Company desire to enter into this Employment Agreement (this “Agreement”), which shall be effective from and after (and subject to the occurrence of) the date of the Distribution and which shall supersede and replace your existing employment agreement with Avidity dated September 4, 2024 (the “Prior Agreement”), which Prior Agreement is being transferred to the Company in connection with the Distribution, upon such effectiveness. In the event that the Distribution does not occur, this Agreement shall be null and void, ab initio. The provisions set forth herein shall be in effect from and after the Distribution, and by entering into this Agreement, you understand and agree that you shall have no further rights or claims under the Prior Agreement as o
February 26, 2026 Kathleen Gallagher Re: Employment Agreement Dear Kathleen:Employment Agreement • February 27th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • California
In connection with the distribution (the “Distribution”) by Avidity Biosciences, Inc. (“Avidity”) of all the issued and outstanding shares of common stock, par value $0.001 per share of Atrium Therapeutics, Inc. (the “Company”), you and the Company desire to enter into this Employment Agreement (this “Agreement”), which shall be effective from and after (and subject to the occurrence of) the date of the Distribution and which shall supersede and replace your existing employment agreement with Avidity dated August 29, 2024 (the “Prior Agreement”), which Prior Agreement is being transferred to the Company in connection with the Distribution, upon such effectiveness. In the event that the Distribution does not occur, this Agreement shall be null and void, ab initio. The provisions set forth herein shall be in effect from and after the Distribution, and by entering into this Agreement, you understand and agree that you shall have no further rights or claims under the Prior Agreement as of
AMENDED AND RESTATED LICENSE AGREEMENT by and between AVIDITY BIOSCIENCES, INC. and ATRIUM THERAPEUTICS, INC. February 26, 2026License Agreement • February 27th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made as of February 26, 2026 (the “Execution Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“Company” or “RemainCo”) and Atrium Therapeutics, Inc. (formerly known as Bryce Therapeutics, Inc.), a Delaware corporation (“SpinCo”). RemainCo and SpinCo are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION AND LICENSE AGREEMENT between ELI LILLY AND COMPANY and AVIDITY BIOSCIENCES, INC.Research Collaboration and License Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of April 17, 2019 (the “Effective Date”) by and between AVIDITY BIOSCIENCES, INC., a Delaware corporation having an address at 10975 N. Torrey Pines Rd., Suite 150, La Jolla, CA 92037 (“Avidity”), and ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”). Lilly and Avidity are each hereafter referred to individually as a “Party” and together as the “Parties.”
FORM OF TRANSITION SERVICES AGREEMENT by and between Avidity Biosciences, Inc. and Atrium Therapeutics, Inc. Dated as of [•]Transition Services Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Transition Services Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) is made and executed as of [•] (the “Effective Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“RemainCo”), and Atrium Therapeutics, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF OCTOBER 25, 2025 AMONG AVIDITY BIOSCIENCES, INC., BRYCE THERAPEUTICS, INC., AND, SOLELY WITH RESPECT TO SECTION 1.1, SECTION 2.1(a), SECTION 2.1(b), SECTION 2.1(d), SECTION 2.2, SECTION 2.4(b), SECTION...Separation and Distribution Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of October 25, 2025, among Avidity Biosciences, Inc., a Delaware corporation (the “Company”), Bryce Therapeutics, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo,” and together with the Company, the “Parties,” and each a “Party”), and, solely with respect to Section 1.1, Section 2.1(a), Section 2.1(b), Section 2.1(d), Section 2.2, Section 2.4(b), Section 2.7, Section 3.2, Section 4.2, Section 4.6, Section 4.11, Section 4.12, Section 5.1 through Section 5.6, Section 7.1(f), Section 8.3, Section 8.6, Section 8.7, Section 8.8 and Section 8.11, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Parent”).
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • February 17th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN LEASE AGREEMENT DATED AS OF June 1, 2020 (THE “ORIGINAL LEASE”), BY AND BETWEEN TENANT (AS DEFINED BELOW) AND LANDLORD (AS DEFINED BELOW).
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2025 AMONG NOVARTIS AG, AJAX ACQUISITION SUB, INC. AND AVIDITY BIOSCIENCES, INC.,Merger Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, on the terms and subject to the conditions set forth herein, the parties intend that Merger Sub will be merged (the “Merger”) with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”);
TRANSITION SERVICES AGREEMENT by and between Avidity Biosciences, Inc. and Atrium Therapeutics, Inc. Dated as of February 26, 2026Transition Services Agreement • February 27th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Transition Services Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) is made and executed as of February 26, 2026 (the “Effective Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“RemainCo”), and Atrium Therapeutics, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION AND LICENSE AGREEMENT between AVIDITY BIOSCIENCES, INC. and BRISTOL MYERS SQUIBB COMPANY Dated as of November 27, 2023Research Collaboration and License Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • New York
This Research Collaboration and License Agreement (this “Agreement”), effective as of November 27, 2023 (the “Effective Date”), is entered into by and between Bristol Myers Squibb Company, a Delaware corporation having a place of business at Route 206 and Province Line Road, Lawrenceville, NJ 08540 (“BMS”), and Avidity Biosciences, Inc., a Delaware corporation having a place of business at 10578 Science Center Drive, Suite 125, San Diego, CA 92121 (“Avidity”). BMS and Avidity are referred to individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 17th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____________, 20__ by and between Atrium Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
LICENSE AGREEMENT by and between AVIDITY BIOSCIENCES, INC. and BRYCE THERAPEUTICS, INC. October 25, 2025License Agreement • January 30th, 2026 • Atrium Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is made as of October 25, 2025 (the “Execution Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“Company” or “RemainCo”) and Bryce Therapeutics, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.