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.”
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).
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).
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”).
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).
BIOLOGICS MASTER SERVICES AGREEMENTBiologics Master Services Agreement • June 22nd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
