UNDERWRITING AGREEMENT RayzeBio, Inc. [●] Shares of Common StockUnderwriting Agreement • September 11th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • New York
RayzeBio, 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 $0.0001 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [●] shares of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, 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”.
LEASE AGREEMENTLease Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of December, 2020 (“Effective Date”), between ARE-SD REGION NO. 66, LLC, a Delaware limited liability company (“Landlord”), and RAYZEBIO, INC., a Delaware corporation (“Tenant”).
RAYZEBIO, INC. INDEMNITY AGREEMENTIndemnification Agreement • September 11th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between RAYZEBIO, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER between: RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023Merger Agreement • December 26th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 25, 2023, by and between: BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”); and RAYZEBIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between RayzeBio, Inc. (the “Company”) and Ken Song, M.D. (“Executive”) as of August 22, 2023, and to become effective as of immediately prior to the closing of the Company’s underwritten initial public offering.
LICENSE AGREEMENTLicense Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • California
LICENSE AND RESEARCH COLLABORATION AGREEMENT BETWEEN RAYZEBIO, INC. AND PEPTIDREAM, INC. Dated August 4, 2020License and Research Collaboration Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • New York
This LICENSE AND RESEARCH COLLABORATION AGREEMENT (the “Agreement”), effective as of August 3, 2020 (the “Effective Date”), is entered into by and between RayzeBio, Inc., a Delaware corporation having a principal place of business at 9880 Campus Point Dr, Suite 410, San Diego, CA 92121 USA (“RayzeBio”), and PeptiDream, Inc., a Japanese corporation having a principal place of business at 3-25-23 Tonomachi, Kawasaki-Ku, Kawasaki-Shi, Kanagawa, JAPAN 210-0821 (“PeptiDream”). RayzeBio and PeptiDream each may be referred to herein individually as a “Party” or collectively as the “Parties.”
RESEARCH COLLABORATION AND LICENSE AGREEMENT Between RAYZEBIO, INC. And NIMBLE THERAPEUTICS, INC.Research Collaboration and License Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • New York
This Research Collaboration and License Agreement (the “Agreement”) is made and entered into as of February 8, 2021 (“Effective Date”) and is effective as of the Effective Date, between RayzeBio, Inc., a Delaware corporation having its principal place of business at 9880 Campus Point Dr., Suite 410, San Diego, CA 92121 (“Rayze”), and Nimble Therapeutics, Inc., a Delaware corporation having its principal place of business at 603 Science Dr., Madison, Wisconsin 53711 (“Nimble”). Rayze and Nimble are sometimes referred to individually as a “Party” and collectively as the “Parties.”
PROLOGIS NET LEASE THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below.Net Lease Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations
LEASE AGREEMENTLease Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of December, 2020 (“Effective Date”), between ARE-SD REGION NO. 66, LLC, a Delaware limited liability company (“Landlord”), and RAYZEBIO, INC., a Delaware corporation (“Tenant”).
PROLOGIS NET LEASE THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below.Lease Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations
COLLABORATION AND SUPPLY AGREEMENT by and between RayzeBio, Inc. And Niowave, Inc.Collaboration and Supply Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations • New York
This Collaboration and Supply Agreement (this “Agreement”) dated as of May 26, 2021 (the “Effective Date”), by and between RayzeBio, Inc., a Delaware corporation having a place of business at 9880 Campus Point Dr, Suite 410, San Diego, CA 92121 (“RayzeBio”), and Niowave, Inc., a Michigan corporation having a place of business at 1012 N. Walnut Street, Lansing, MI 48906, USA (“Niowave”).
DISCOVERY AND LICENSE AGREEMENT Between RAYZEBIO, INC. And BLAZE BIOSCIENCE, INC. dated: February 22, 2021Discovery and License Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations • New York
This Discovery and License Agreement (the “Agreement”) is made and entered into as of February 22, 2021 (the “Effective Date”) by and between RayzeBio, Inc., a Delaware corporation, having its principal place of business at 9880 Campus Point Dr., Suite 410, San Diego, CA 92121 (“Rayze”), and Blaze Bioscience, Inc., a Delaware corporation, having its principal place of business at 530 Fairview Avenue North, Suite 1400, Seattle, WA 98109 (“Blaze”). Rayze and Blaze are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 8, 2021, by and among RayzeBio, 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”.
June 16, 2020 Ken SongEmployment Agreement • February 11th, 2022 • RayzeBio, Inc. • Pharmaceutical preparations
RayzeBio, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Executive Officer (“CEO”) and President on the terms and conditions set forth in this letter agreement (the “Agreement”).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 24th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 25, 2022, by and among RayzeBio, 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”.
