Exhibit 10.35
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
THIS DISSOLUTION AGREEMENT (the “Agreement”) is entered into effective as of February 6, 2024 (“Effective Date”), by and among Voxall Therapeutics, LLC (formerly Kyma Therapeutics, LLC) (“VOX”), Pyxis Oncology, Inc. (“PYXS”) and Alloy Therapeutics, Inc. (“ATX”, each VOX, PYXS, and ATX, individually a “Party” and collectively the “Parties”).
WHEREAS, PYXS and VOX entered into a Pyxis Contribution Agreement, Pyxis License Agreement, and Pyxis Services Agreement; ATX and VOX entered into an Alloy Contribution Agreement, Alloy Master Services Agreement, and Alloy License Agreement; and the Parties entered into an Amended and Restated Operating Agreement (the “Operating Agreement”) and Collaboration Agreement (“Collaboration Agreement”, all agreements in this paragraph collectively the “VOX Agreements”);
WHEREAS, the Parties have agreed pursuant to the relevant provisions of each VOX Agreement to terminate all VOX Agreements, and the Operating Agreement to dissolve VOX; and
WHEREAS, the Parties now wish to clarify certain rights and responsibilities regarding the VOX programs, assets, and liabilities, including the program for Initial Selected Target 1 [***] (“Initial Selected Target 1”), in view of the dissolution of VOX.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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Unless otherwise specifically detailed in this Agreement, each of the Parties, both for itself and for its affiliates, and any successors and assigns of any of the foregoing, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby fully and completely forever release and discharge the other Parties, and each of their respective subsidiaries, affiliates, and any successors and assigns, from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, expenses, executions, affirmative defenses, demands and other obligations or liabilities whatsoever arising from the VOX Agreements (collectively, “Claims”), in law or equity, whether known or unknown, fixed or contingent, based on or arising out of any matter, cause, act or omission whatsoever, occurring or existing at any time up to and including the date hereof; provided, however, that the foregoing shall not release any Party from any obligation of such Party under any provision of this Agreement arising on or after the date hereof.
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If to Pyxis: Pyxis Oncology, Inc. 321 Harrison Ave., Floor 11 Suite 1 Boston, MA 02118 Attention: Chief Executive Officer | If to Alloy: Alloy Therapeutics, Inc. Waltham, MA 02451 Email: [___] |
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.
[Signature Page Follows]
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PYXIS ONCOLOGY, INC. |
| ALLOY THERAPEUTICS, INC. | ||
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By: | /s/ Lara Sullivan |
| By: | /s/ Errik B. Anderson |
Name: | Lara Sullivan |
| Name: | Errik B. Anderson |
Title: | Chief Executive Officer |
| Title: | CEO, Chairman, & Founder |
VOXALL THERAPEUTICS, LLC |
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By: | /s/ Errik B. Anderson |
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Name: | Errik B. Anderson |
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Title: | Director |
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By: | /s/ Lara Sullivan |
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Name: | Lara Sullivan |
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Title: | Director |
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