a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT] Indemnification Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 202 between Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
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 • March 28th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Employment Agreement (the “Agreement”) by and between James B. Bucher (the “Executive”) and Eliem Therapeutics, Inc. (the “Company”) is effective as of October 1, 2020 (the “Effective Date”).
PRIVATE & CONFIDENTIAL February 13, 2023 James B. Bucher [Redacted] [Redacted] Dear Jim,Employment Agreement • March 28th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 10, 2024 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 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”).
FORM OF SUPPORT AND JOINDER AGREEMENTSupport and Joinder Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support and Joinder Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and amongAgreement and Plan of Merger and Reorganization • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of April 10, 2024, by and among: Eliem Therapeutics, Inc., a Delaware corporation (“Parent”); Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Transitory Subsidiary”); Tenet Medicines, Inc., a Delaware corporation (the “Company”); and solely in such Person’s capacity as the Company Equityholder Representative, Stephen Thomas (the “Company Equityholder Representative”).
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.
Cell Line Development, Manufacturing Services and License AgreementServices and License Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line Development, Manufacturing Services and License Agreement is entered into as of February 9th, 2021 (“Effective Date”) between:
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
The unaudited pro forma condensed combined financial information was prepared on the basis that the Acquisition is accounted for as an asset acquisition of Tenet by Eliem under accounting principles generally accepted in the United States. In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Eliem first evaluated the initial screen test to determine if substantially all of the fair value of the gross assets acquired of Tenet is concentrated in a single asset or a group of similar assets. Eliem concluded that substantially all of the fair value of the gross assets being acquired of Tenet is concentrated in the TNT119 (“IPR&D”) asset. Accordingly, Eliem will account for the transaction as an asset acquisition. Under the asset acquisition method of accounting, consideration is allocated to the assets acquired and liabilities assumed on a relative fair value basis, no goodwill is recorded and all direct ac
June 12, 2024 Aoife Brennan Via email to [**] Re: Employment Terms Dear Aoife:Acquisition Agreement • June 12th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
ELIEM THERAPEUTICS, INC. (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this offer letter agreement (the “Agreement”).
FORM OF LOCK-UP AGREEMENTEliem Therapeutics, Inc. • April 11th, 2024 • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger and Reorganization, dated as of [ ], 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Tenet Medicines, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
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”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
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”).
July 31, 2024 Brett Kaplan Via email to [**]Eliem Therapeutics, Inc. • August 26th, 2024 • Pharmaceutical preparations
ELIEM THERAPEUTICS, INC. (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this offer letter agreement (the “Agreement”) beginning on August 26, 2024 (the “Start Date”).
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT SETTLEMENT AGREEMENT THIS DEED is made on August 23, 2024Without Prejudice and Subject to Contract • August 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
ELIEM THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 2nd, 2021 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is between Eliem Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”). Capitalized terms used in this Agreement without definition shall have the respective meaning ascribed to such capitalized terms in the Plan (as defined below).
ASSET PURCHASE AGREEMENT BETWEEN ACELYRIN, INC., WH2, LLC AND TENET MEDICINES, INC. DATED AS OF January 4, 2024Asset Purchase Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2024, is made by and between Tenet Medicines, Inc., a Delaware corporation (“Buyer”), ACELYRIN, INC., a Delaware corporation (“Parent”), and WH2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“WH2”, and together with Parent, “Seller”).
1) CANCER RESEARCH TECHNOLOGY LIMITED AND (2) TENET MEDICINES, INC. AMENDED AND RESTATED LICENCE AGREEMENTLicence Agreement • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
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”).
