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 • July 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 • July 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).
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 • July 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”),
WALTHAM WOODS CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated July 3, 2024Upstream Bio, Inc. • July 18th, 2024 • 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”.
