AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 202[·] Subordinated Debt SecuritiesIndenture • June 10th, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [·], 202 , among AEROVATE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
●] Shares AEROVATE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] shares of its common stock, par value $0.0001 per share (the “Shares”). The [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The additional [●] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Cowen and Company, LLC (“Cowen”) and Evercore Group L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 6th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of August, 2020 (the “Effective Date”), by and among Aerovate Therapeutics 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” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Aerovate therapeutics, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 17th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Aerovate Therapeutics Inc., a Delaware corporation (the “Company”), and Hunter Gillies, M.B.Ch.B. (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between you and the Company dated April 27, 2020 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is entered into by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (the “Parent”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the parties hereto, dated as of October 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) 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).
AEROVATE. INC. c/o RA Capital ManagementEmployment Agreement • June 9th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to extend you this offer of employment to serve as the Chief Medical Officer of Aerovate, Inc. (the “Company”) on the terms set forth herein. This offer may be accepted by countersigning where indicated at the end of this letter agreement. For purposes of this letter agreement, we have agreed that your start date is May 1, 2020 (the “Start Date”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of October 30, 2024 (as the same may be amended from time to time, the “Merger Agreement’’) with Caribbean Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Jade Biosciences, 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.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) 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).
October 16, 2024Offer of Employment • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as General Counsel and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
FIRST AMENDMENT TO LEASELease • May 13th, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of January 2nd, 2024 (the "Effective Date"), by and between PDM 930 Unit, LLC, a Delaware limited liability company ("Landlord"), and Aerovate Therapeutics, Inc., a Delaware corporation ("Tenant").
August 29, 2024 Jonathan Quick Re: Offer of Employment Dear Jonathan:Employment Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Senior Vice President, Finance of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
= 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 AGREEMENTCell Line License Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
This Cell Line License Agreement (“Agreement”), effective as of October 22, 2024 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics Ireland Limited, having an address at Dundalk Science & Technology Park, Mullagharlin, Dundalk, Co Louth A91 X56F, Ireland (collectively, “WuXi Biologics”) and Jade BioSciences, Inc., a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”
= 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. AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND...Antibody Discovery and Option Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT (this “Amendment”) is entered into and effective as of September 27, 2024 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parade Biosciences Holding, LLC, a Delaware limited liability company (“Parade”) and Jade Biosciences, Inc., a Delaware corporation (“Jade”), and amends that certain Antibody Discovery and Option Agreement, dated as of July 24, 2024, by and between Paragon, Parade and Jade (the “Option Agreement”). Paragon, Parade and Jade are also referred to herein individually as a “Party,” or collectively as the “Parties.”
= 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. ANTIBODY DISCOVERY AND OPTION AGREEMENTAntibody Discovery and Option Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of July 24, 2024 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parade Biosciences Holding, LLC, a Delaware limited liability company (“Parade”) and Jade Biosciences, Inc., a Delaware corporation (“Jade”). Paragon, Parade and Jade are also referred to herein individually as a “Party”, or collectively as the “Parties.”
AEROVATE. INC. c/o RA Capital ManagementEmployment Agreement • June 9th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to extend you this offer of employment to serve as the President of Aerovate, Inc. (the "Company") on the terms set forth herein. This offer may be accepted by countersigning where indicated at the end of this letter agreement. For purposes of this letter agreement, we have agreed that your start date is January 1, 2020 (the "Start Date").
JADE BIOSCIENCES, INC. RESTRICTED STOCK NOTICERestricted Stock Purchase Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Jade Biosciences, Inc., a Delaware corporation (the “Company”), hereby grants to Purchaser (as defined below) the number of Shares (as defined below) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth below, upon the terms and subject to the conditions set forth in the Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), which is incorporated by reference in this Restricted Stock Notice (the “Notice”). The issuance and sale of the Shares shall be effective as of the Date of Grant, set forth below.
LICENSE AGREEMENTLicense Agreement • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”) is entered into and effective as of October 30, 2024 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Jade Biosciences, Inc., a Delaware corporation (“Jade”). Paragon and Jade are also referred to herein individually as a “Party,” or collectively as the “Parties.”
ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offerings Sales Agreement • April 5th, 2023 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares (as defined below) directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3(b)(vii) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity OfferingSM Sales Agreement and any applicable Terms Agreement.
LEASE BETWEEN PDM 930 UNIT, LLC AND AEROVATE THERAPEUTICS, INC. FOR PREMISES LOCATED AT RESERVOIR WOODSLease Agreement • August 12th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
= 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 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of July 3, 2024 (the “Effective Date”) and is between Jade BioSciences, Inc., a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“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.”
August 20, 2024 Tom Frohlich Re: Offer of Employment Dear Tom:Offer of Employment • December 3rd, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • British Columbia
On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Chief Executive Officer of the Company (“CEO”) and a member of the Company’s Board of Directors (the “Board”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
AGREEMENT AND PLAN OF MERGER by and among AEROVATE THERAPEUTICS, INC., CARIBBEAN MERGER SUB I, INC. CARIBBEAN MERGER SUB II, LLC and JADE BIOSCIENCES, INC. Dated as of October 30, 2024Merger Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), Caribbean Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”) and wholly owned subsidiary of Parent, Caribbean Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”) and wholly owned subsidiary of Parent, and Jade Biosciences, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
