●] Shares Apogee Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into as of August 25, 2023 (the “Effective Date”), by and between Michael Henderson, MD (“Executive”) and Apogee Therapeutics, Inc. (the “Company”). This Agreement amends and restates in its entirety the Employment Agreement dated as of June 21, 2023.
LICENSE AGREEMENTLicense Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is entered into and effective as of April 3, 2023 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453, and Apogee Biologics, Inc. (“Apogee”), a company organized under the laws of the State of Delaware, having its principal place of business at 2001 Market St., Suite 2500, Philadelphia, PA 19103. Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022Limited Liability Company Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Apogee Therapeutics, LLC, a Delaware limited liability company (the “Company”), is made as of November 15, 2022, by and among the Company, the Persons identified as the Members on Schedule A attached hereto (each a “Member” and, collectively, the “Members”), and such other Persons who may, or have, become Members from time to time under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 12.02 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 • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Cell Line License Agreement (“Agreement”), effective as of June 20, 2022 (“Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“WuXi Biologics”) and Paragon Therapeutics, Inc., a Delaware corporation, with an office at 34 Cypress Rd., Arlington, MA 02474 (“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. ANTIBODY DISCOVERY AND OPTION AGREEMENTAntibody Discovery and Option Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Antibody Discovery And Option Agreement (“Agreement”) is entered into and effective as of February 24, 2022 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 34 Cypress Road, Arlington, MA 02474, and Apogee Therapeutics, Inc. (“Apogee”), a company organized under the laws of Delaware, having its principal place of business at 2001 Market St., Suite 2500, Philadelphia, PA 19103. Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.”
APOGEE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
AMENDMENT #1 TO LICENSE AGREEMENTLicense Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment #1 To License Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453, and Apogee Therapeutics, Inc. (“Apogee”), a company organized under the laws of Delaware, having its principal place of business at 2001 Market St., Suite 2500, Philadelphia, PA 19103. Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.” Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Agreement (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 28th, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of July 9, 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of Common Units, Series A Preferred Units, Series B Preferred Units and Incentive Units (each as defined in the Operating Agreement (as defined below)) (collectively, “Units”) of Apogee Therapeutics, LLC, a Delaware limited liability company (the “LLC”), constituting the holders of all outstanding Units and listed on Schedule A attached hereto (each a “Unit Holder” and together, the “Unit Holders”). This Agreement shall only become effective immediately prior to the effectiveness of the Company’s first registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) (the “Effective Time”).
= 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 • November 13th, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of November 9, 2023 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Apogee Therapeutics, Inc. (“Apogee”), a Delaware corporation. Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.”
Second Amendment to License AgreementLicense Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement is dated February 26, 2024 (“Second Amendment”) and is entered into between Apogee Therapeutics, Inc., (“Licensee”) and MIL 6T, LLC (“Licensor”).
AMENDMENT TO ANTIBODY DISCOVERY AND OPTION AGREEMENTAntibody Discovery and Option Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment To Antibody Discovery And Option Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453, and Apogee Therapeutics, Inc. (“Apogee”), a company organized under the laws of Delaware, having its principal place of business at 2001 Market St., Suite 2500, Philadelphia, PA 19103. Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.” Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Agreement (as defined below).
License AgreementLicense Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement, made and entered into as of November 22, 2023 (“Agreement”), is by and between Apogee Therapeutics, Inc., a Delaware corporation, having a place of business located at 221 Crescent Street, Building 17, Suite 102b, Waltham, MA 02453 (“Licensee”) and MIL 6T, LLC, a Delaware limited liability company having a place of business located at 6 Tide Street, Boston, MA 02210 (“SmartLabs”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (“Agreement”) is dated as of June 21, 2023 (the “Effective Date”), between Apogee Biologics, Inc. (the “Company”), on the one hand, and Michael Henderson, MD (variously “you” or “your”).
Third Amendment to License AgreementLicense Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Third Amendment to License Agreement is dated June 10, 2024 (“Third Amendment”) and is entered into between Apogee Therapeutics, Inc., (“Licensee”) and MIL 6T, LLC (“Licensor”).
NOVATION AGREEMENTNovation Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Novation Agreement (this “Novation Agreement”) dated as of April 1, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 34 Cypress Rd., Arlington, MA 02474 (the “Transferor”), (ii) Apogee Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent St., Building 17, Suite 102b, Waltham, MA (“Apogee”), and (iii) WuXi Biologics (Hong Kong) Limited，a Hong Kong corporation with its address at Unit 417, 4th Floor, Lippo Centre, Tower Two, No. 89 Queensway, Admiralty, Hong Kong (the “Counterparty”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Original Contract (as defined below).
First Amendment to License AgreementLicense Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement is dated December 4, 2023 (“First Amendment”) and is entered into between Apogee Therapeutics, Inc., (“Licensee”) and MIL 6T, LLC (“Licensor”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [•], 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of Common Units, Series A Preferred Units, Series B Preferred Units and Incentive Units (each as defined in the Operating Agreement (as defined below)) (collectively, “Units”) of Apogee Therapeutics, LLC, a Delaware limited liability company (the “LLC”), constituting the holders of all outstanding Units and listed on Schedule A attached hereto (each a “Unit Holder” and together, the “Unit Holders”). This Agreement shall only become effective immediately prior to the effectiveness of the Company’s first registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) (the “Effective Time”).
APOGEE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT July 13, 2023Registration Rights Agreement • August 28th, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 13, 2023, by and among Apogee 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”).
BIOLOGICS MASTER SERVICES AGREEMENTBiologics Master Services Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
