UNDERWRITING AGREEMENT Landos Biopharma, Inc. _____Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 28th, 2021 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
Landos Biopharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ 🌑 ] shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ 🌑 ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF LANDOS BIOPHARMA, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • March 24th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between LANDOS BIOPHARMA, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__________] LANDOS BIOPHARMA, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • March 24th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between LANDOS BIOPHARMA, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
LANDOS BIOPHARMA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2021 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______ ___, 2021, and is between Landos Biopharma, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________ LANDOS BIOPHARMA, INC. FORM OF COMMON STOCK WARRANT AGREEMENTWarrant Agreement • March 24th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between LANDOS BIOPHARMA, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • December 1st, 2020 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of August, 2019, by and among Landos Biopharma, 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”.
ContractWarrant Agreement • January 5th, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) is made as of December 17, 2021 (the “Effective Date”) by and between Landos Biopharma, Inc. (the “Company”) and Patricia Bitar (the “Executive”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • July 29th, 2021 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), entered into as of May 14, 2021 (the “Effective Date”), is entered into by and between LianBio Respiratory Limited, a company limited by shares organized and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Lian”), and Landos BioPharma, Inc., a Delaware corporation (“Landos”).
SECURITIES Purchase AGREEMENTSecurities Purchase Agreement • January 5th, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 4, 2023, by and between Landos Biopharma, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on Schedule 1 attached hereto (together, the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.6.
SEVERANCE AGREEMENTSeverance Agreement • May 12th, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
This Severance Agreement (the “Agreement”) is entered into effective September 5, 2022 (the “Effective Date”), by and between Landos Biopharma, Inc. (the “Company”), and Fabio Cataldi (the “Executive”).
SEVERANCE AGREEMENTSeverance Agreement • March 23rd, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations • Virginia
This Severance Agreement (the “Agreement”) is entered into effective December 8, 2022 (the “Effective Date”), by and between Landos Biopharma, Inc. (the “Company”), and Patrick Truesdell (the “Employee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED ASSET PURCHASE AND REDEMPTION AGREEMENTAsset Purchase and Redemption Agreement • February 28th, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase and Redemption Agreement (this “Agreement”) dated as of February 28, 2023 between Landos Biopharma, Inc. (“Landos” or “Seller”), a corporation organized under the laws of the State of Delaware, Dr. Josep Bassaganya-Riera (“JBR” or “Agent”), on his own behalf and on behalf of the persons listed on Schedule A annexed hereto and made a part hereof (the “Selling Entities”), Raquel Hontecillas (together with JBR and the Selling Entities, the “Stockholders”), and each of the Selling Entities. Landos, Agent and the Stockholders are referred to herein collectively as the “Parties” and each individually as a “Party”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Executive Employment Agreement (the “Agreement”) is entered into effective June 20, 2022 (the “Effective Date”), by and between Gregory Oakes (the “Executive”) and Landos Biopharma, Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGER among: BESPIN SUBSIDIARY, LLC, BESPIN MERGER SUB, INC., LANDOS BIOPHARMA, INC., and ABBVIE INC., solely for the limited purposes set forth herein. Dated as of March 24, 2024Merger Agreement • March 25th, 2024 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 24, 2024, by and among: Bespin Subsidiary, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Guarantor (“Parent”); Bespin Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); Landos Biopharma, Inc., a Delaware corporation (the “Company”); and solely for the purposes of Section 2.2(b)(iii), Section 2.3(b), Section 5.1(b), Section 5.5, Section 5.10, Section 5.11, Section 8.4, Section 8.5, Section 8.7 and Section 8.10, AbbVie Inc., a Delaware corporation (“Guarantor”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2020 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (the “Agreement”), made effective as of January 1, 2020 (“Effective Date”), by and between Landos Biopharma, Inc. (the “Company”), and Dr. Josep Bassaganya-Riera (“Employee”) provides:
VOTING AGREEMENTVoting Agreement • March 25th, 2024 • Landos Biopharma, Inc. • Pharmaceutical preparations
This VOTING AGREEMENT (this “Agreement”) is being executed and delivered as of March 24, 2024 by and among Xontogeny, LLC, a Delaware limited liability company (together with its Affiliates, including those set forth on Schedule A, “Xontogeny”), Perceptive Advisors LLC, a Delaware limited liability company (together with its Affiliates, including those set forth on Schedule A, “Perceptive,” and together with Xontogeny, the “Restricted Parties”), and Landos Biopharma, Inc., a Delaware corporation (the “Company”), in favor and for the benefit of Bespin Subsidiary, LLC, a Delaware limited liability company (“Parent”). Unless otherwise stated, capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • January 13th, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of January 10, 2023 by and among Landos Biopharma, Inc., a Delaware corporation (the “Company”) and the Investors listed on the signature pages hereto, and amends that certain Amended and Restated Investor’s Rights Agreement, dated as of August 9, 2019, by and among the Company and the parties thereto (as amended or otherwise modified from time to time, the “Investor’s Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in Investor’s Rights Agreement.
Revised May 4, 2022 Jyoti Chauhan 42562 Magellan Square Brambleton, VA 20148 Re: Separation AgreementSeparation Agreement • August 11th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • Virginia
This letter revises the letter sent to you on February 28, 2022, as initially revised on April 25, 2022, and sets forth the substance of the Separation Agreement (the “Agreement”) which Landos Biopharma, Inc. (the “Company”) is offering to you.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED FIRST AMENDMENT TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • March 23rd, 2023 • Landos Biopharma, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT (this “Amendment”) is made as of February 28, 2023 (the “Amendment Effective Date”) by and between LianBio Respiratory Limited (“Lian”) and Landos BioPharma, Inc. (“Landos”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 24th, 2022 • Landos Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Separation and Release of Claims Agreement (the “Agreement”) is entered into by and between Landos Biopharma, Inc. (the “Company”) and Josep Bassaganya-Riera (“Executive”) (together, the “Parties”).
