📜 What This Document Is 📄

This filing is a formal report (Form 8-K) that announces the highly detailed operational mechanics governing a corporate separation. Essentially, it’s attaching and summarizing a Transition Services Agreement (TSA), dated April 20, 2026. A TSA is a legal bridge designed to keep the business running smoothly after a major company split.

👉 In simple terms: AnaptysBio (RemainCo) and First Tracks Biotherapeutics (SpinCo) are separating into two independent companies. This agreement dictates that SpinCo must temporarily provide all the services, systems, and support necessary for RemainCo to operate normally during the transition period.

🏢 The Corporate Separation Context ✂️

This agreement confirms a massive corporate restructuring facilitated by a "Separation and Distribution Agreement," also dated April 20, 2026. The relationship defined here is temporary but critical, as it outlines the rules for how two formerly connected companies become separate.

• The Parties:
  • RemainCo (AnaptysBio, Inc.): The existing entity (the parent company) that is receiving the continued services.
  • SpinCo (First Tracks Biotherapeutics, Inc.): The entity that is separating or spinning out its business to become independent.
• The Goal: To allow the newly independent SpinCo to continue functioning while ensuring that RemainCo (the "Recipient") has continuous access to critical systems and personnel needed for its business—the "Royalty Business."
• 👉 Why it matters: Corporate separations are complex. Without a detailed TSA, the operations of both companies would likely grind to a halt due to missing licenses, shared IT access, or departing key staff.

🤝 The Transition Service Agreement Structure 🚧

The TSA is the operational backbone of the separation, defining who provides what, for how long, and how the relationship is governed. It establishes clear roles, rules, and limitations for the entire transition period.

• Service Definition: The agreement requires SpinCo to provide specific "Services" and access to systems to RemainCo. While the specifics are listed in a redacted Schedule A, the agreement framework covers everything from daily operations to specialized support.
• Service Managers: To manage this complex flow of information and services, both companies appoint dedicated points of contact.
  • RemainCo Services Manager: Must be designated by RemainCo within five (5) Business Days after the Distribution Date.
  • SpinCo Services Manager: Must be designated by SpinCo within five (5) Business Days after the Distribution Date.
  • 👉 Why it matters: These managers act as the single communication funnel for routine matters, preventing chaos and ensuring a clear chain of command during the separation.

💰 Payment for Services and Costs 💵

This section details the commercial rules for how RemainCo pays SpinCo for the temporary services rendered. This isn't a lump sum, but a negotiated monthly expense.

• Service Charges: RemainCo agrees to pay SpinCo a monthly "Service Charge" (or an "Additional Service" fee). These charges are calculated based on a cost basis methodology defined in the relevant Schedules.
• Cost Reimbursement: In addition to the Service Charges, RemainCo must reimburse SpinCo for all out-of-pocket costs reasonably incurred during the provision of these services.
• Pricing Flexibility: The charges can increase or decrease under specific, material conditions.
  • Increases: Service Charges can increase if the scope/volume of service increases, or if there is an increase in rates paid by SpinCo's own third-party providers.
  • Decreases: Conversely, charges must decrease if the scope/volume or the underlying costs decrease.
• Auditing Rights: RemainCo has the right to audit SpinCo’s books and records related to these charges. This right is critical for financial accountability.
  • RemainCo can conduct an audit once within the first three (3) months of the agreement term, and then no more frequently than once every six (6) months thereafter.
• 👉 Key Takeaway: The agreement creates an extremely structured, auditable billing process to prevent any single party from overcharging the other during the uncertainty of a spin-off.

🛡️ Liability, Indemnity, and Risk Protection 🛑

Given the scale and complexity of the transition, both parties have defined strict rules to protect themselves financially and legally. These clauses are standard in corporate agreements but are crucial to understand.

• Limitation of Liability: Neither party can generally sue the other for speculative or consequential damages (like loss of goodwill or future profits). The total liability for either party is limited to the aggregate amount of Service Charges actually paid during an applicable calendar year.
• Mutual Indemnification: The parties promise to hold each other harmless if the other causes losses due to "gross negligence or willful misconduct."
  • Example: If RemainCo damages a system through gross negligence while using SpinCo’s services, RemainCo must cover the losses.
• Confidentiality (The Oath): Both parties acknowledge that they will have access to deeply sensitive, non-public "Confidential Information." They promise to treat this information with the same care they use for their own secrets.
• 👉 Why it matters: These clauses limit the potential "worst-case scenario" costs. By setting monetary caps and requiring specific levels of care (like preventing gross negligence), the agreement manages risk during a period of high corporate vulnerability.

🔄 Operating the Business Transition 🏃

This section outlines the practical steps and rules governing the day-to-day functioning of the separated entities.

• Service Scope Limits: The services are strictly limited. SpinCo cannot provide services for any business other than the Royalty Business, and RemainCo cannot request services for any business other than the SpinCo Business. This prevents "scope creep."
• Personnel Support: SpinCo commits to making its personnel available to support the transfer for a period of no longer than twelve (12) months after the Distribution Date ("SpinCo Personnel Availability Period").
• Intellectual Property (IP): IP ownership remains with the party that owned it originally. However, each party grants a limited, royalty-free license to the other party to use the IP only to the extent absolutely necessary to receive or provide the services.
• Third-Party Consents: If the services rely on software or third-party licenses, SpinCo must use "commercially reasonable efforts" to obtain all required third-party permissions (Required Consents). If these cannot be obtained, the parties must cooperate to find a reasonable alternative.

🗓️ How and When Services End (Termination & Extensions) 🕰️

Corporate agreements must specify how and when they can be ended, which requires clear exit strategies.

• Standard Termination: The Agreement will run until the latest Service Period expiration date or until the parties mutually agree to terminate it.
• Right to Terminate:
  • RemainCo: Can terminate the Agreement with respect to any service (whole, but not in part) by giving at least thirty (30) days' prior written notice (or a custom period set in the Schedules).
  • SpinCo: Can terminate if RemainCo fails to perform its material obligations for a period of thirty (30) days after written notice.
• Force Majeure: This clause protects both parties if an overwhelming external force prevents service (like a pandemic, war, or flood). Neither party is liable for failure during a Force Majeure Event.
• Extensions: If RemainCo needs an extension, it must provide sixty (60) days' advance written notice before the Service Period expires.
• Termination Costs: If services are ended early, there are specific rules for who pays the "Termination Charges." For example, RemainCo generally bears the Termination Charges if they initiate the termination.

🗂️ Corporate Governance and Administration 🌎

This section covers the foundational, required details that govern the agreement's legal enforceability.

• Independent Contractors: The agreement explicitly states that SpinCo acts as an independent contractor, not as an employee or agent of RemainCo. This legal separation protects both companies from employment-related liabilities.
• Governing Law: The entire agreement is governed by the laws of the State of Delaware.
• Assignment & Beneficiaries: The agreement is designed to be binding on the permitted successors of the parties. Critically, it states there are no "third-party beneficiaries," meaning only RemainCo and SpinCo can enforce the terms.
• Signatories: The agreement was executed by Daniel Faga, who served as the President and Chief Executive Officer for both AnaptysBio, Inc. and First Tracks Biotherapeutics, Inc., confirming his role in facilitating the corporate transition.

📞 Contact and Governing Documents 📄

• Execution Date: April 20, 2026.
• Contacting the Agreement: All notices must follow the methods defined in the Separation Agreement, except for routine communications between the Service Managers.
• Primary Governing Documents: The agreement is inextricably linked to the Separation and Distribution Agreement (Exhibit 2.1) and the various Schedules that contain the actionable details (services, rates, duration).

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🧠 The Analogy 🏘️

Think of this entire agreement like the highly detailed lease and move-out plan for two neighbors who are going to build two separate houses on the same property. During the construction phase (the Transition Service Period), one builder (SpinCo) has to keep running essential utilities—plumbing, electrical, shared tools, and site management—for the other builder (RemainCo). This massive contract makes sure that the dividing line is clean, that the shared utilities are billed correctly, and that all the legal responsibilities are handled until both houses are complete.

🧩 Final Takeaway ✨

This TSA is a highly protective, structured roadmap for the separation of two companies. It guarantees business continuity by defining who provides essential services, how those services are priced (and audited), and precisely how the legal and operational relationship will wind down once the spin-off is complete.