INDEMNITY AGREEMENTIndemnity Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of [•], 2018 is made by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and [•], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of December 7, 2023, by and among Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of June 22, 2023, by and among Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among: AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation; ASPEN MERGER SUB I, INC., a Delaware corporation; SEQUOIA MERGER SUB II, LLC, a Delaware limited liability company; and SPYRE THERAPEUTICS, INC., a...Agreement and Plan of Merger • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 22, 2023, by and among AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation (“Parent”), ASPEN MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), SEQUOIA MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and SPYRE THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
August 10, 2023 Scott Burrows Re: Offer of Employment Dear Scott:Spyre Therapeutics, Inc. • December 22nd, 2023 • Pharmaceutical preparations
On behalf of Aeglea BioTherapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Financial Officer (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 7, 2023, by and among SPYRE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ASSET PURCHASE AGREEMENT dated as of July 27, 2023 by and between AEGLEA BIOTHERAPEUTICS, INC. and IMMEDICA PHARMA ABAsset Purchase Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENTLine License Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line License Agreement (“Agreement”), effective as of June 20, 2022 (“Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Paragon Therapeutics, Inc., a Delaware corporation, with an office at 34 Cypress Rd., Arlington, MA 02474 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
AEGLEA BIOTHERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stock Restriction Agreement (this “Agreement”) is made and entered into as of March 10, 2015 (the “Effective Date”) by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and (“Stockholder”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENTBiologics Master Services Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This Biologics Master Services Agreement (this “Agreement”) is dated as of June 20, 2022 (the “Effective Date”) and is between Paragon Therapeutics, Inc., a Delaware corporation, with an office at 34 Cypress Rd., Arlington, MA 02474 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation and Consulting Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
This SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and Jonathan Alspaugh (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
November 22, 2023 Cameron Turtle Re: Amended and Restated Employment Letter Agreement Dear Cameron:Letter Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Aeglea BioTherapeutics, Inc. (the “Company”), I am very pleased to offer you a position as Chief Executive Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below, to be effective November 22, 2023 (the “Effective Date”). This Agreement amends and restates that certain letter agreement date June 22, 2023.
LEASE TERMINATION AGREEMENTLease Termination Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made as of the 7th day of August, 2023 (“Effective Date”), by and between LAS CIMAS OWNER LP, a Delaware limited partnership (“Landlord”) and AEGLEA BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).
NOVATION AGREEMENTNovation Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • New York
This Novation Agreement (this “Novation Agreement”) dated as of July 21, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (the “Transferor”), (ii) Aeglea Biotherapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street Building 21, Suite 105, Waltham, MA 02453 (“Aeglea”), and (iii) WuXi Biologics (Hong Kong) Limited, a Hong Kong corporation with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (the “Counterparty”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Original Contracts (as defined below).
SEVERANCE AGREEMENTSeverance Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Severance Agreement (the “Agreement”) is entered into as of April __, 2018 (the “Effective Date”) by and between __________________ (the “Executive”) and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED ANTIBODY DISCOVERY AND...Discovery and Option Agreement • December 22nd, 2023 • Spyre Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of September 29, 2023 (the “New Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parapyre Holding LLC, a Delaware limited liability company (“Parapyre”) and Spyre Therapeutics, LLC (“Spyre”), a Delaware limited liability company and wholly-owned subsidiary of Aeglea BioTherapeutics, Inc. (“Aeglea”). Paragon, Parapyre and Spyre are also referred to herein individually as a “Party”, or collectively as the “Parties.”
