BioAge Labs, Inc. Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • September 18th, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 31, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and BIOAGE LABS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • May 31st, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OFFICE/LABORATORY LEASE BETWEEN ES EAST, LLC (LANDLORD) AND BIOAGE LABS, INC. (TENANT) 5885 Hollis Street Emeryville, CaliforniaOffice/Laboratory Lease • November 7th, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • California
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 27th, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT BIOAGE LABS, INC. TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and...Exclusive License Agreement • August 5th, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of April 5, 2021 (the “Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”), and BioAge Labs, Inc., a Delaware corporation having an address at 1445A South 50th Street, Richmond, California 94804 (“BioAge”). BioAge and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BIOAGE LABS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 31st, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2024 by and among BioAge Labs, 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,” any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • September 18th, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of _____________, 2024 is made by and between BioAge Labs, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT BIOAGE LABS, INC. TREATS AS PRIVATE OR CONFIDENTIAL. MATERIAL TRANSFER AGREEMENTMaterial Transfer Agreement • May 31st, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • Delaware
This MATERIAL TRANSFER AGREEMENT (this “Agreement”), made as of October 25, 2023 (the “Effective Date”), is by and between BioAge Labs, Inc., having a place of business at 1445A South 50th Street, Richmond, California 94804 (“Sponsor”), and Eli Lilly and Company, having a place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Lilly and Sponsor are each referred to herein individually as “Party” and collectively as “Parties”.
FORM OF] WARRANT TO PURCHASE COMMON STOCK (With Right to Invest)Warrant Agreement • May 31st, 2024 • BioAge Labs, Inc. • Pharmaceutical preparations • California
This WARRANT TO PURCHASE STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to [ ] in connection with that certain Loan and Security Agreement of even date herewith by and among the Company, Silicon Valley Bank as Agent, Innovation Credit Growth Fund IX, L.P., and Innovation Credit Fund VIII-A, L.P. (as amended and/or modified and in effect from time to time, the “Loan Agreement”), and shall be transferred to [ ] pursuant to Section 6.4 below]. Capitalized terms used but not defined herein shall bear the meanings ascribed to such terms in the Loan Agreement. The parties agree as follows:
