Upstream Bio, Inc. [•] Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 7th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • New York
UPSTREAM BIO, INC. FORM OF EMPLOYEE DIRECTOR / OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2024, by and between Upstream Bio, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
WALTHAM WOODS CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated July 3, 2024Lease Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 890 Winter Street, Waltham, Massachusetts 02451.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 6th day of June, 2023, by and among Upstream Bio, 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” or collectively as “Key Holders”.
LICENSE AGREEMENTLicense Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of September 13th, 2022, by and between NWALP TPOP Property Owner LLC, a Delaware limited liability company (“Licensor”), and Upstream Bio, Inc., a Delaware corporation (“Licensee”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET...Asset Purchase Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT, dated as of October 14, 2021 (this “Agreement”), is made and entered into by and between Astellas Pharma Inc., a Japanese kabushiki kaisha having a place of business at 5-1, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“Seller”) and Upstream Bio, Inc., a Delaware corporation having a place of business care of: Maruho Hatsujyo Innovations, 175 Washington Street, Norwell, MA 02061, USA (“Purchaser,” and together with Seller, the “Parties”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Letter AgreementLetter Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations
This letter agreement (the “Letter Agreement”) is entered into by and among (1) Astellas Pharma Inc., a Japanese kabushiki kaisha having a place of business at 5-1, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“Astellas”), (2) Upstream Bio, Inc., a Delaware corporation having a place of business at care of: Maruho Hatsujyo Innovations, 175 Washington Street, Norwell, MA 02061USA (“Buyer”), and (3) Regeneron Pharmaceuticals Inc., a New York corporation with a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York, 10591 (“Regeneron”). Astellas, Buyer, and Regeneron shall each be referred to herein as a “Party” and shall be collectively referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Regeneron Agreement (as defined below).
SUBLEASE UNIT NO. 3 OF THE TOTTEN POND OFFICE PARK CONDOMINIUM,Sublease • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS A SUBLEASE, dated as of December 27, 2021 which the Sublandlord and the Subtenant are the parties hereinafter named, and which relates to space in Unit No. 3 of the Totten Pond Office Park Condominium, 460 Totten Pond Road, Waltham, Massachusetts (the “Building” or the “Unit”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENCE...Licence Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • England and Wales
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter referred to as “Lonza”),
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) dated as of October 14, 2021 (“Effective Date”), is entered into between UPSTREAM BIO, INC., a Delaware corporation (“Upstream”), having a place of business at care of: Maruho Hatsujyo Innovations, 175 Washington Street, Norwell, MA 02061, USA, and MARUHO CO., LTD., a Japanese corporation (“Maruho”), having a place of business at 1-5-22, Nakatsu, Kita-ku, Osaka, 5310071, Japan.
Re: Severance AgreementSeverance Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
This document sets forth the details relating to your transition from employment with Upstream Bio, Inc. (“Upstream” or “the Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Upstream Bio, Inc., a Delaware corporation (the “Company”), and _____________________ (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 Restrictive Covenants Agreement, the Continuing Obligations, the Executive Severance Plan and the Equity Documents (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated ______ (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
February 26, 2024 Jen Beachell Dear Jen: Consistent with our recent discussions, this document sets forth the details relating to your transition from employment with Upstream Bio, Inc. (“Upstream” or “the Company”). We sincerely appreciate your...Employment Agreement • September 18th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations • Massachusetts
As you know, you and the Company entered into a letter agreement dated November 1, 2021 (the “Employment Offer”) which, among other things, sets forth the details relating to the ending of your employment. In particular, Section 7 of the Employment Offer states that your employment with the Company is at-will, meaning either you or the Company may terminate your employment at any time and for any reason, with or without notice and with or without cause, and that in the event of the ending of your employment for any reason, the Company shall pay you (i) your Base Salary through your last day of employment (the ‘‘Date of Termination’’), and (ii) the amount of any documented expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed (the ‘‘Accrued Obligations’’). Further, in connection with the termination of your employment for any reason, you agreed to resign from any officer position or other position you have with the Company or any
March 27, 2024Employment Agreement • October 7th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations
March 11, 2024 Michael Gray Re: Employment Offer Dear Mike:Employment Agreement • October 7th, 2024 • Upstream Bio, Inc. • Pharmaceutical preparations
