RYZB / RayzeBio, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41799 RayzeBio, Inc. (Exact name of registrant as specified in its char

RYZB / RayzeBio, Inc. / VIKING GLOBAL INVESTORS LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) RayzeBio, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 75525N107 (CUSIP Numb

AMENDED AND RESTATED RAYZEBIO, INC. A Delaware Corporation ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RAYZEBIO, INC. A Delaware Corporation ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The name of the corporation’s registered agent at such address shall be The Corpor

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. ARTICLE ONE

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. ARTICLE ONE The name of the corporation is RayzeBio, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, DE 19801. The name of its registered agent at such add

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41799 84-4388509 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on February 26, 2024

As filed with the Securities and Exchange Commission on February 26, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RAYZEBIO, INC. (Name of Subject Company (Issuer)) R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RAYZEBIO, INC. (Name of Subject Company (Issuer)) RUDOLPH MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Parent of Offeror) (Names of Filing Persons (identifying s

Bristol Myers Squibb Announces Expiration of RayzeBio Tender Offer

Exhibit (a)(5)(xii) Bristol Myers Squibb Announces Expiration of RayzeBio Tender Offer PRINCETON, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) RayzeBio, Inc. (Name of Subject Company) Rayz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RAYZEBIO, INC. (Name of Subject Company (Issuer)) R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RAYZEBIO, INC. (Name of Subject Company (Issuer))   RUDOLPH MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Parent of Offeror) (Names of Filing Persons (identifying

February 16, 2024

February 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attn: Laura McKenzie and Christina Chalk Re: RayzeBio, Inc. Schedule 14D-9 filed January 25, 2024 (File No. 005-94159) Ladies and Gentlemen: We are in receipt of the comment letter, dated February 14, 2024, from the staff (th

RYZB / RayzeBio, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm246235d14sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RayzeBio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) RayzeBio, Inc. (Name of Subject Company) Rayz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class

Bristol Myers Squibb and RayzeBio Announce Expiration of HSR Act Waiting Period

Exhibit (a)(5)(xi) Bristol Myers Squibb and RayzeBio Announce Expiration of HSR Act Waiting Period PRINCETON, NJ & SAN DIEGO, CA – February 12, 2024 – Bristol Myers Squibb (NYSE: BMY) and RayzeBio, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) RayzeBio, Inc. (Name of Subject Company) Rayz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) RAYZEBIO, INC. (Name of Subject Company (Issuer)) R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) RAYZEBIO, INC. (Name of Subject Company (Issuer))   RUDOLPH MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Parent of Offeror) (Names of Filing Persons (identifying

POWER OF ATTORNEY

EX-2 3 ex2.htm EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a d

RYZB / RayzeBio, Inc. / venBio Global Strategic Fund III, L.P. Passive Investment

SC 13G 1 sayw2402090613g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RayzeBio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75525N107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of RayzeBio, Inc. dated as of February 9, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(

JOINT FILING AGREEMENT

EX-99.1 2 d734506dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that

RYZB / RayzeBio, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RayzeBio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75525N107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

RYZB / RayzeBio, Inc. / Versant Venture Capital VII, L.P. - SC 13G Passive Investment

SC 13G 1 d734506dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) RayzeBio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75525

Offer to Purchase for Cash All Outstanding Shares of Common Stock RAYZEBIO, INC. $62.50 Net Per Share Pursuant to the Offer to Purchase Dated January 25, 2024 RUDOLPH MERGER SUB INC. a wholly owned subsidiary of Bristol-Myers Squibb Company THE OFFER

Exhibit (a)(1)(iii) Offer to Purchase for Cash All Outstanding Shares of Common Stock   of   RAYZEBIO, INC.

CONFIDENTIALITY AGREEMENT

Exhibit (d)(3) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of December 16, 2023, between RayzeBio, Inc.

LETTER OF TRANSMITTAL to Tender Shares of Common Stock RAYZEBIO, INC. $62.50 Net per Share Pursuant to the Offer to Purchase Dated January 25, 2024 RUDOLPH MERGER SUB INC. a wholly owned subsidiary of BRISTOL-MYERS SQUIBB COMPANY THE OFFER AND WITHDR

Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL   to Tender Shares of Common Stock   of RAYZEBIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAYZEBIO, INC. (Name of Subject Company (Issuer)) RUDOLPH MERGER SUB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAYZEBIO, INC. (Name of Subject Company (Issuer))   RUDOLPH MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as offeror

Offer to Purchase for Cash All Outstanding Shares of Common Stock RAYZEBIO, INC. $62.50 Net Per Share RUDOLPH MERGER SUB INC. a wholly owned subsidiary of BRISTOL-MYERS SQUIBB COMPANY THE OFFER AND WITHDRAWAL RIGHTS EXPIRE ONE MINUTE FOLLOWING 11:59

TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase for Cash   All Outstanding Shares of Common Stock   of   RAYZEBIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name o

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class

Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) RAYZEBIO, INC. (Name of Subject Company (Issuer)) RUDOLPH MERGER SUB INC. a wholly owned subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Names of Filing Persons (Offerors))

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) RAYZEBIO, INC.

RayzeBio, Inc. SEVERANCE AND CHANGE IN CONTROL PLAN

Exhibit (e)(8) RayzeBio, Inc. SEVERANCE AND CHANGE IN CONTROL PLAN Section 1. INTRODUCTION. The RayzeBio, Inc. Severance and Change in Control Plan (the “Plan”) is hereby established by the Board of Directors of RayzeBio, Inc. (the “Company”) effective upon the Effective Date (as defined below). The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as defined

Offer to Purchase for Cash All Outstanding Shares of Common Stock RAYZEBIO, INC. $62.50 Net Per Share Pursuant to the Offer to Purchase Dated January 25, 2024 RUDOLPH MERGER SUB INC. a wholly owned subsidiary of Bristol-Myers Squibb Company THE OFFER

Exhibit (a)(1)(iv) Offer to Purchase for Cash All Outstanding Shares of Common Stock   of   RAYZEBIO, INC.

[Remainder of page intentionally left blank; signature page follows]

Exhibit (d)(2) JOINDER This Joinder to the Agreement and Plan of Merger (this “Joinder”), is made and entered into as of December 26, 2023, by Rudolph Merger Sub Inc.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock RAYZEBIO, INC. at $62.50 Net Per Share by RUDOLPH MERGER SUB INC. a wholly owned subsidiary of BRISTOL-MYERS SQUIBB COMPANY

Exhibit (a)(1)(v) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

PROPRIETARY AND CONFIDENTIAL Employee FAQ December 27, 2023

EX-99.1 Exhibit 99.1 PROPRIETARY AND CONFIDENTIAL Employee FAQ December 27, 2023 1. What was announced regarding the Company and Bristol Myers Squibb? RayzeBio, Inc. (the “Company” or “RayzeBio”), Bristol-Myers Squibb Company (“Bristol Myers Squibb”), and, by way of a joinder dated as of December 26, 2023, Rudolph Merger Sub Inc. (“Purchaser”) have entered into a definitive merger agreement for Br

Dear [NAME],

EX-99.3 Exhibit 99.3 Dear [NAME], It was recently announced that RayzeBio has agreed to be acquired by Bristol-Myers Squibb Company (“Bristol Myers Squibb”). Bristol Myers Squibb’s well-established presence in oncology and deep expertise in developing, commercializing and manufacturing treatments on a global scale makes it the ideal partner for RayzeBio at this important moment in our evolution. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name o

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class of Securi

Dear [NAME],

EX-99.4 Exhibit 99.4 Dear [NAME], It was recently announced that RayzeBio has agreed to be acquired by Bristol-Myers Squibb Company (“Bristol Myers Squibb”). Bristol Myers Squibb’s well-established presence in oncology and deep expertise in developing, commercializing and manufacturing treatments on a global scale makes it the ideal partner for RayzeBio at this important moment in our evolution. A

Supplier / Partners FAQ December 27, 2023

EX-99.2 Exhibit 99.2 Supplier / Partners FAQ December 27, 2023 1. What was announced regarding the Company and Bristol Myers Squibb? RayzeBio, Inc. (the “Company” or “RayzeBio”), Bristol-Myers Squibb Company (“Bristol Myers Squibb”), and, by way of a joinder dated as of December 26, 2023, Rudolph Merger Sub Inc. (“Purchaser”) have entered into a definitive merger agreement for Bristol Myers Squibb

BMS-RYZB Letter to RYZB Employees

Exhibit 99.5 BMS-RYZB Letter to RYZB Employees Subject: Welcome to the Bristol Myers Squibb Team! To: RayzeBio Employees Date: December 26, 2023 Dear RayzeBio Team, On behalf of everyone at Bristol Myers Squibb, I am writing to share how excited we are about the proposed transaction. We deeply admire what RayzeBio has accomplished, and all of us at BMS are impressed by your technology, differentia

Bristol Myers Squibb Adds Premier Radiopharmaceutical Platform with Acquisition of RayzeBio Transaction Brings RayzeBio’s Differentiated Actinium-Based Radiopharmaceutical Platform, Including Rich Pipeline of Multiple Drug Development Programs, to Br

Exhibit 99.1 Bristol Myers Squibb Adds Premier Radiopharmaceutical Platform with Acquisition of RayzeBio Transaction Brings RayzeBio’s Differentiated Actinium-Based Radiopharmaceutical Platform, Including Rich Pipeline of Multiple Drug Development Programs, to Bristol Myers Squibb’s Leading Oncology Franchise Lead Program, RYZ101, in Phase 3 Development for Treatment of Gastroenteropancreatic Neur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 25, 2023 RayzeBio, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 25, 2023 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41799 84-4388509 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAYZEBIO, INC. (Name of Subject Company (Issuer)) RUDOLPH MERGER SUB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAYZEBIO, INC. (Name of Subject Company (Issuer)) RUDOLPH MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of BRISTOL-MYERS SQUIBB COMPANY (Offeror) (Name of Filing Persons (identifying status as offeror, issuer or o

AGREEMENT AND PLAN OF MERGER RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023

EX-2.1 Exhibit 2.1 Execution version AGREEMENT AND PLAN OF MERGER between: RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 SECTION 2. MERGER TRANSACTION 5 2.1 Merger of Purchaser into the Company 5 2.2 Effect of the Merger 5 2.3 Closing;

Bristol Myers Squibb Adds Premier Radiopharmaceutical Platform with Acquisition of RayzeBio Transaction Brings RayzeBio’s Differentiated Actinium-Based Radiopharmaceutical Platform, Including Rich Pipeline of Multiple Drug Development Programs to Bri

EX-99.1 Exhibit 99.1 Bristol Myers Squibb Adds Premier Radiopharmaceutical Platform with Acquisition of RayzeBio Transaction Brings RayzeBio’s Differentiated Actinium-Based Radiopharmaceutical Platform, Including Rich Pipeline of Multiple Drug Development Programs to Bristol Myers Squibb’s Leading Oncology Franchise Lead Program, RYZ101, in Phase 3 Development for Treatment of Gastroenteropancreat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name o

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class of Securi

Social Media Content

Exhibit 99.3 Social Media Content Twitter/X LinkedIn Additional Information about the Tender Offer and Where to Find It The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of RayzeBio or any other securities, nor is it a

***

EX-99.2 Exhibit 99.2 Letter to RayzeBio Employees from Christopher Boerner, PhD, CEO of Bristol Myers Squibb Dear RayzeBio Team, On behalf of everyone at Bristol Myers Squibb, I am writing to share how excited we are about the proposed transaction. We deeply admire what RayzeBio has accomplished, and all of us at BMS are impressed by your technology, differentiated platform, pipeline and innovatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RayzeBio, Inc. (Name of Subject Company) RayzeBio, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number of Class of Securities) Ke

Social Media Content

EX-99.1 Exhibit 99.1 Social Media Content LinkedIn

BMS-RYZB BMS Employee Letter

Exhibit 99.4 BMS-RYZB BMS Employee Letter Subject: Broadening our Oncology Capabilities with Acquisition of RayzeBio To: Bristol Myers Squibb Employees Date: December 26, 2023 Dear Colleagues, We hope that you are reading this following a quiet and restful Shutdown Week. We are excited to share that today, December 26, 2023, we announced an agreement to acquire RayzeBio, a radiopharmaceutical ther

RYZ101 (225Ac-DOTATATE)

Exhibit 99.2 Bristol Myers Squibb Adds Premier Radiopharmaceutical Platform with Acquisition of RayzeBio Transaction Brings RayzeBio’s Differentiated Actinium-Based Radiopharmaceutical Platform » Lead program, RYZ101, in Phase 3 development for treatment of gastroenteropancreatic neuroendocrine tumors (GEP-NETs) and early-stage development for treatment of small cell lung cancer and potentially ot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41799 84-4388509 (State or other jurisdiction of incorporation) (Commission File N

RayzeBio Reports Third Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 RayzeBio Reports Third Quarter 2023 Financial Results and Provides Corporate Update SAN DIEGO, California, November 13, 2023 - RayzeBio, Inc. (Nasdaq: RYZB), a targeted radiopharmaceutical company developing an innovative pipeline against validated solid tumor targets, today reported financial results for the third quarter ended September 30, 2023 and provided an update on key corpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41799 84-4388509 (State or other jurisdiction of incorporation) (Commission File Nu

Venrock Healthcare Capital Partners III, L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RayzeBio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75525N107 (CUSIP Number) September 19, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

VIKING GLOBAL INVESTORS LP - SC 13G

SC 13G 1 ef20010907sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* RayzeBio, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 755

The Registrant’s 2023 Employee Stock Purchase Plan.

Exhibit 99.3 RAYZEBIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 6, 2023 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 6, 2023 IPO DATE: SEPTEMBER 14, 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41799 84-4388509 (State or other jurisdiction of incorporation) (Commission File

Amended and Restated Certificate of Incorporatio

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. Ken Song, M.D. hereby certifies that: ONE: He is the duly elected and acting President and Chief Executive Officer of RayzeBio, Inc., a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State was January 2, 2020 under the name RayzeB

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) RayzeBio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value p

RayzeBio, Inc. Announces Closing of Upsized $358 Million Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

Exhibit 99.1 RayzeBio, Inc. Announces Closing of Upsized $358 Million Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares SAN DIEGO, September 19, 2023 — RayzeBio, Inc. (Nasdaq: RYZB), a targeted radiopharmaceutical company developing an innovative pipeline against validated solid tumor targets, today announced the closing of its previously announced ups

As filed with the Securities and Exchange Commission on September 19, 2023

As filed with the Securities and Exchange Commission on September 19, 2023 Registration No.

RayzeBio, Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Con

Table of Contents Filed pursuant to Rule 424(b)(4) Registration Nos. 333-274193 and 333-274516 Prospectus 17,277,600 shares Common stock This is the initial public offering of RayzeBio, Inc. We are offering 16,114,600 shares of our common stock and the selling stockholder identified in this prospectus is offering an additional 1,163,000 shares of our common stock. We will not receive any proceeds

As filed with the Securities and Exchange Commission on September 14, 2023.

As filed with the Securities and Exchange Commission on September 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 84-4388509 (State or other jurisdiction of incorporation or organization) (Primar

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) RayzeBio, Inc.

[Signature Page to Underwriters’ Acceleration Request]

J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 September 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky, Margaret Schwart

RayzeBio, Inc. 5505 Morehouse Drive, Suite 300 San Diego, CA 92121

RayzeBio, Inc. 5505 Morehouse Drive, Suite 300 San Diego, CA 92121 September 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky, Margaret Schwartz, Gary Newberry and Kevin Vaughn Re: RayzeBio, Inc. Registration Statement on Form S-1, as amended (File No. 333-274193) Request

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RayzeBio, Inc. (Exact name of registrant as specified in its charter) Delaware 84-4388509 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT RayzeBio, Inc. [●] Shares of Common Stock , 2023 J.P. MORGAN SECURITIES LLC JEFFERIES LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East

Fourth Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. RayzeBio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of the Corporation is RayzeBio, Inc. The Certificate of Incorporation of

Form of Common Stock Certificate of the Registrant.

EX-4.1 Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 75525N 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF RAYZEBIO, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certifica

egistrant’s Non-Employee Director Compensation Policy.

EX-10.5 Exhibit 10.5 RAYZEBIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to RayzeBio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117 t: (858) 550-6000 f: (858) 550-6420 cooley.com

Terren J. O’Connor +1 858 550 6100 [email protected] September 11, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Newberry Kevin Vaughn Joshua Gorsky Margaret Schwartz Re: RayzeBio, Inc. Registration Statement on Form S-1 Filed August 24, 2023 File No. 333-274193 Ladies and Gentlemen: On behalf of RayzeBio, Inc. (

RayzeBio, Inc. 2023 Employee Stock Purchase Plan.

Exhibit 10.4 RAYZEBIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 6, 2023 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 6, 2023 IPO DATE: [ ], 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Compa

As filed with the Securities and Exchange Commission on September 11, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 11, 2023 Registration No.

RayzeBio, Inc. 2023 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, RSU Grant Notice and Award Agreement thereunder.

EX-10.3 Exhibit 10.3 RAYZEBIO, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 6, 2023 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 6, 2023 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) any Returning Sha

Form of Indemnity Agreement, by and between the Registrant and its directors and officers.

EX-10.1 Exhibit 10.1 RAYZEBIO, INC. INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between RAYZEBIO, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s Amended and Restate

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 RayzeBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2)(3) Fee Rate Amount of Registration Fee(4) Fees to Be Paid Equity Common Stock, par value $0.0001 per share 457(a) 16,557,70

*FOIA Confidential Treatment Request* Confidential Treatment Requested by RayzeBio, Inc. In Connection with Registration Statement on Form S-1 (File No. 333-274193)

Carlos Ramirez T: (858) 550-6157 [email protected] Via EDGAR *FOIA Confidential Treatment Request* Confidential Treatment Requested by RayzeBio, Inc. In Connection with Registration Statement on Form S-1 (File No. 333-274193) September 1, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary

RayzeBio, Inc. Non-Employee Director Compensation Policy.

Exhibit 10.5 RAYZEBIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to RayzeBio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service

Lease Agreement, dated December 16, 2020, by and between the Registrant and ARE-SD Region No. 66, LLC, as amended.

Exhibit 10.12 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of December, 2020 (“Effective Date”), between ARE-SD REGION NO. 66, LLC, a Delaware limited liability company (“Landlord”), and RAYZEBIO, INC., a Delaware corporation (“Tenant”). Building: 5505 Morehouse Drive, San Diego, CA 92121 Premises: The entire 3rd floor of the Building, known as Suite 300, containing appr

RayzeBio, Inc. 2023 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, RSU Grant Notice and Award Agreement thereunder.

Exhibit 10.3 RAYZEBIO, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [] APPROVED BY THE STOCKHOLDERS: [] 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) any Returning Shares will become available for issuance

As filed with the Securities and Exchange Commission on August 24, 2023

S-1 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2023 Registration No.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117 t: (858) 550-6000 f: (858) 550-6420 cooley.com

Terren O’Connor +1 858 550 6100 [email protected] August 24, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Newberry Kevin Vaughn Joshua Gorsky Margaret Schwartz Re: RayzeBio, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted August 4, 2023 CIK No. 0001825367 Ladies and Gentlemen: On behal

Form of Amended and Restated Certificate of Incorporation to become effective immediately prior to the completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. Ken Song, M.D. hereby certifies that: ONE: He is the duly elected and acting President and Chief Executive Officer of RayzeBio, Inc., a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State was January 2, 2020 under the name RayzeB

Lease Agreement, dated November 24, 2021, by and between the Registrant and PLDAB LLC.

Exhibit 10.13 PROLOGIS NET LEASE THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below. 1. General Defined Terms. a)  Effective Date: 24 November 2021 b)  Landlord: PLDAB LLC c)  Landlord Notice Address: Prologis 8888 Keystone Crossing, Suite 570 Indianapolis, Indiana 46240 With copy to: Prologis 1800 Wazee Street Suite 500 Denver, Colorado 80202 Attn: General Cou

Bylaws, as amended, as currently in effect.

Exhibit 3.3 BYLAWS OF RAYZEBIO, INC. (A DELAWARE CORPORATION) 1. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, Suite 104, City of Wilmington, County of Kent, 19810 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time deter

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 RayzeBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common Stock, par value $0.0001 per share 457(o) — — $100,000

Employment Agreement dated August 22, 2023, by and between the Registrant and Arvind Kush.

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between RayzeBio, Inc. (the “Company”) and Arvind Kush (“Executive”) as of August 22, 2023, and to become effective as of immediately prior to the closing of the Company’s underwritten initial public offering. RECITALS WHEREAS, Executive is currently employed by the Company

License Agreement, dated May 10, 2021, by and between the Registrant and Ablaze Pharmaceuticals Inc., as amended.

Exhibit 10.11 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. Confidential LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into on May 10, 2021 (the “Effective Date”) between RayzeBio, Inc

RayzeBio, Inc. 2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder, as amended.

Exhibit 10.2 RAYZEBIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 9, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: August 4, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: November 20, 2020 APPROVED BY THE STOCKHOLDERS: November 20, 2020 AMENDED BY THE BOARD OF DIRECTORS: June 8, 2021 APPROVED

Third Amended and Restated Investors’ Rights Agreement, dated August 25, 2022, by and among the Registrant and certain of its stockholders.

Exhibit 4.2 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 25, 2022, by and among RayzeBio, 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”. RECITALS: WHEREAS, the Company and

Amended and Restated

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF RAYZEBIO, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the corporation’s Board o

Employment Agreement dated August 22, 2023, by and between the Registrant and Ken Song, M.D.

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between RayzeBio, Inc. (the “Company”) and Ken Song, M.D. (“Executive”) as of August 22, 2023, and to become effective as of immediately prior to the closing of the Company’s underwritten initial public offering. RECITALS WHEREAS, Executive is currently employed by the Comp

RayzeBio, Inc. 2023 Employee Stock Purchase Plan.

Exhibit 10.4 RAYZEBIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [], 2023 APPROVED BY THE STOCKHOLDERS: [], 2023 IPO DATE: [], 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a serie

License and Research Collaboration Agreement, dated August 4, 2020, by and between the Registrant and PeptiDream, Inc., as amended.

Exhibit 10.10 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 AND RESEARCH COLLABORATION AGREEMENT BETWEEN RAYZEBIO, INC. AND PEPTIDREAM, INC. Dated August 4, 2020 -1- TABLE OF CONTENTS 1. DEFINITIONS 1

Form of Indemnity Agreement, by and between the Registrant and its directors and officers.

Exhibit 10.1 RAYZEBIO, INC. INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between RAYZEBIO, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s Amended and Restated Bylaws

Research Collaboration and License Agreement, dated February 8, 2021, by and between the Registrant and Nimble Therapeutics, Inc., as amended.

Exhibit 10.9 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. EXECUTION VERSION RESEARCH COLLABORATION AND LICENSE AGREEMENT Between RAYZEBIO, INC. And NIMBLE THERAPEUTICS, INC. RESEARCH COLLABORATION AND LICENS

Fourth Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RayzeBio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of t

Employment Agreement dated August 22, 2023, by and between the Registrant and Susan Moran, M.D., MSCE.

Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between RayzeBio, Inc. (the “Company”) and Susan Moran, M.D., MSCE (“Executive”) as of August 22, 2023, and to become effective as of immediately prior to the closing of the Company’s underwritten initial public offering. RECITALS WHEREAS, Executive is currently employed by

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117 t: (858) 550-6000 f: (858) 550-6420 cooley.com

Terren O’Connor +1 858 550 6100 [email protected] August 4, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Newberry Kevin Vaughn Joshua Gorsky Margaret Schwartz Re: RayzeBio, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted June 23, 2023 CIK No. 0001825367 Ladies and Gentlemen: On behalf

LICENSE AND RESEARCH COLLABORATION AGREEMENT RAYZEBIO, INC. PEPTIDREAM, INC. Dated August 4, 2020

Exhibit 10.10 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 AND RESEARCH COLLABORATION AGREEMENT BETWEEN RAYZEBIO, INC. AND PEPTIDREAM, INC. Dated August 4, 2020 -1- TABLE OF CONTENTS 1. DEFINITIONS 1

LICENSE AGREEMENT

Exhibit 10.11 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. Confidential LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into on May 10, 2021 (the “Effective Date”) between RayzeBio, Inc

As submitted confidentially to the Securities and Exchange Commission on August 4, 2023. This Amendment No. 3 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remai

Table of Contents As submitted confidentially to the Securities and Exchange Commission on August 4, 2023.

BYLAWS RAYZEBIO, INC. (A DELAWARE CORPORATION)

Exhibit 3.3 BYLAWS OF RAYZEBIO, INC. (A DELAWARE CORPORATION) 1. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, Suite 104, City of Wilmington, County of Kent, 19810 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time deter

LICENSE AND RESEARCH COLLABORATION AGREEMENT RAYZEBIO, INC. PEPTIDREAM, INC. Dated August 4, 2020

Exhibit 10.10 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 AND RESEARCH COLLABORATION AGREEMENT BETWEEN RAYZEBIO, INC. AND PEPTIDREAM, INC. Dated August 4, 2020 -1- TABLE OF CONTENTS 1. DEFINITIONS 1

RAYZEBIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 9, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: August 4, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD

Exhibit 10.2 RAYZEBIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 9, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: August 4, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: November 20, 2020 APPROVED BY THE STOCKHOLDERS: November 20, 2020 AMENDED BY THE BOARD OF DIRECTORS: June 8, 2021 APPROVED

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 25, 2022, by and among RayzeBio, 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”. RECITALS: WHEREAS, the Company and

LEASE AGREEMENT

Exhibit 10.12 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of December, 2020 (“Effective Date”), between ARE-SD REGION NO. 66, LLC, a Delaware limited liability company (“Landlord”), and RAYZEBIO, INC., a Delaware corporation (“Tenant”). Building: 5505 Morehouse Drive, San Diego, CA 92121 Premises: The entire 3rd floor of the Building, known as Suite 300, containing appr

LICENSE AGREEMENT

Exhibit 10.11 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. Confidential LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into on May 10, 2021 (the “Effective Date”) between RayzeBio, Inc

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RAYZEBIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RayzeBio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of t

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117 t: (858) 550-6000 f: (858) 550-6420 cooley.com

Terren O’Connor +1 858 550 6100 [email protected] June 23, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Newberry Kevin Vaughn Joshua Gorsky Celeste Murphy Re: RayzeBio, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 5, 2022 CIK No. 0001825367 Ladies and Gentlemen: On behalf of R

As submitted confidentially to the Securities and Exchange Commission on June 23, 2023. This Amendment No. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remain

Table of Contents As submitted confidentially to the Securities and Exchange Commission on June 23, 2023.

Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com

Terren J. O’Connor T: +1 858 550 6100 [email protected] April 5, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Newberry Kevin Vaughn Joshua Gorsky Celeste Murphy Re: RayzeBio, Inc. Draft Registration Statement on Form S-1 Submitted February 11, 2022 CIK No. 0001825367 Ladies and Gentlemen: On behalf of our client

As submitted confidentially to the Securities and Exchange Commission on April 5, 2022. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remain

Table of Contents As submitted confidentially to the Securities and Exchange Commission on April 5, 2022.

LEASE AGREEMENT

Exhibit 10.15 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of December, 2020 (“Effective Date”), between ARE-SD REGION NO. 66, LLC, a Delaware limited liability company (“Landlord”), and RAYZEBIO, INC., a Delaware corporation (“Tenant”). Building: 5505 Morehouse Drive, San Diego, CA 92121 Premises: The entire 3rd floor of the Building, known as Suite 300, containing appr

As submitted confidentially to the Securities and Exchange Commission on February 11, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As submitted confidentially to the Securities and Exchange Commission on February 11, 2022.

Page 2

Exhibit 10.7 May 21, 2021 Susan Moran Via email Re: Employment Terms Dear Susan, RAYZEBIO INC. (the “Company”) is pleased to offer you employment beginning on a mutually agreed upon date but no later than July 19, 2021 (the “Start Date”). Position Your initial position will be Chief Medical Officer, responsible for performing such duties as are assigned to you from time to time, reporting initiall

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Exhibit 10.8 December 1, 2021 Aubrey Haddach Via email Re: Employment Terms Dear Aubrey, RAYZEBIO, INC. (the “Company”) is pleased to offer you employment beginning on a mutually agreed upon date but no later than January 17, 2022 (the “Start Date”). Position Your initial position will be General Counsel and Corporate Secretary, responsible for performing such duties as are assigned to you from ti

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RAYZEBIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAYZEBIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RayzeBio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of th

DISCOVERY AND LICENSE AGREEMENT RAYZEBIO, INC. BLAZE BIOSCIENCE, INC. February 22, 2021

Exhibit 10.11 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. DISCOVERY AND LICENSE AGREEMENT Between RAYZEBIO, INC. And BLAZE BIOSCIENCE, INC. dated: February 22, 2021 DISCOVERY AND LICENSE AGREEMENT This Disc

LICENSE AGREEMENT

Exhibit 10.13 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. Confidential LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into on May 10, 2021 (the “Effective Date”) between RayzeBio, Inc

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Exhibit 10.16 PROLOGIS NET LEASE THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below. 1. General Defined Terms. a)  Effective Date: 24 November 2021 b)  Landlord: PLDAB LLC c)  Landlord Notice Address: Prologis 8888 Keystone Crossing, Suite 570 Indianapolis, Indiana 46240 With copy to: Prologis 1800 Wazee Street Suite 500 Denver, Colorado 80202 Attn: General Cou

June 16, 2020

Exhibit 10.6 June 16, 2020 Ken Song Re: Offer of Employment Dear Ken: RayzeBio, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Executive Officer (“CEO”) and President on the terms and conditions set forth in this letter agreement (the “Agreement”). 1. Commencement of Employment. Your employment with the Company as CEO and President will start on June 17, 2020 (the “

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 8, 2021, by and among RayzeBio, 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”. RECITALS: WHEREAS, the Company and

RESEARCH COLLABORATION AND LICENSE AGREEMENT RAYZEBIO, INC. NIMBLE THERAPEUTICS, INC.

Exhibit 10.10 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. EXECUTION VERSION RESEARCH COLLABORATION AND LICENSE AGREEMENT Between RAYZEBIO, INC. And NIMBLE THERAPEUTICS, INC. RESEARCH COLLABORATION AND LICEN

BYLAWS RAYZEBIO, INC. (A DELAWARE CORPORATION)

Exhibit 3.3 BYLAWS OF RAYZEBIO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, Suite 104, City of Wilmington, County of Kent, 19810 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time determin

LICENSE AND RESEARCH COLLABORATION AGREEMENT RAYZEBIO, INC. PEPTIDREAM, INC. Dated August 4, 2020

Exhibit 10.12 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 AND RESEARCH COLLABORATION AGREEMENT BETWEEN RAYZEBIO, INC. AND PEPTIDREAM, INC. Dated August 4, 2020 TABLE OF CONTENTS 1. DEFINITIONS 1 2.

COLLABORATION AND SUPPLY AGREEMENT by and between RayzeBio, Inc. Niowave, Inc.

Exhibit 10.14 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. COLLABORATION AND SUPPLY AGREEMENT by and between RayzeBio, Inc. And Niowave, Inc. Table of Contents Article 1 Definitions 3 Article 2 Development o

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Exhibit 10.9 October 5, 2021 Arvind Kush Via email Re: Employment Terms Dear Arvind, RAYZEBIO, INC. (the “Company”) is pleased to offer you employment beginning on a mutually agreed upon date but no later than December 15, 2021 (the “Start Date”). Position Your initial position will be Chief Financial Officer, responsible for performing such duties as are assigned to you from time to time, reporti

RAYZEBIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 9, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: August 4, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD

Exhibit 10.2 RAYZEBIO, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: July 9, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: August 4, 2020 APPROVED BY THE STOCKHOLDERS: August 4, 2020 AMENDED BY THE BOARD OF DIRECTORS: November 20, 2020 APPROVED BY THE STOCKHOLDERS: November 20, 2020 AMENDED BY THE BOARD OF DIRECTORS: June 8, 2021 APPROVED