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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 16th, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Washington
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between Robert W. Azelby (the “Executive”) and Eliem Therapeutics, Inc. (the “Company”) is effective as of October 1, 2020 (the “Effective Date”).
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”)Developments and Non-Competition 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.
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”.
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, 2020Agreement and Plan of Merger and Reorganization • 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”).
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”).
