Exhibit 99.1

Execution Version

Confidential

Agreement

This agreement (the “Agreement”) is made and entered into as of July 31, 2022 (the “Effective Date”) by and among Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and each of the parties listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or, with their respective Affiliates and Representatives, the “Investor Group”). The Company and each of the Investors are each herein referred to as a “party” and collectively, the “parties.”)

Whereas, each of the Investors beneficially owns the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), listed on Exhibit A hereto;

Whereas, the Company has reached an agreement with each of the Investors with respect to certain matters as provided in this Agreement;

Whereas, the 2022 annual meeting of stockholders of the Company (the “2022 Annual Meeting”) is scheduled to be held on August 15, 2022;

Whereas, on June 15, 2022, JDS1, LLC and its Affiliates filed a lawsuit captioned JDS1, LLC v. Catalyst Biosciences, Inc., C.A. No. 2022-0350-KSJM (Del. Ch.) against the Company pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) and another lawsuit captioned JDS1, LLC v. Catalyst Biosciences, Inc., et al., C.A. No. 2022-0515-KSJM (Del. Ch.) against the Company and the Company’s Board of Directors (the “Board”) alleging, among other things, violations of Section 271 of the DGCL (the “JDS1 Litigations”);

Whereas, JDS1, LLC and its Affiliates initiated a proxy solicitation to elect three individuals to the Company’s Board (the “JDS1 Proxy”).

Now, Therefore, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investors, on a several and not joint basis, and the Company hereby agree as follows:

Section 1.

Each of the Investors agrees to vote, or provide a written consent or proxy with respect to, all shares of Common Stock beneficially owned by such Investor in favor of the election of any director nominee nominated by the Company’s Board at the 2022 Annual Meeting; provided, however, that no such vote, consent or proxy shall be required if the Board makes any declaration or takes any action that is materially inconsistent with or contrary to the statements in the press release described in Section 6 (a “Contrary Event”).

The Investor Group shall have the right to appoint one individual as non-voting observer to the Board (the “Board Observer”), which appointment shall first become effective upon written notice to the Company. The Board Observer shall be entitled to attend all meetings (including telephonic and or videoconference meetings) of the Transaction Committee (the “Committee”) and any portion of Board meetings and meetings of any other Board committee in which a material corporate transaction, dividend or other distribution to Company stockholders, or matters related to the JDS1 Litigations and the JDS1 Proxy are discussed, in a non-voting observer capacity and, in this respect, shall receive copies of the applicable portion of all notices, minutes, consents, and other materials and information  (the “Relevant Materials and Information”) that the Company provides to the directors of the applicable committee and the Board at the same time and in the same manner as provided to such directors; provided that the Board Observer may from time to time revocably elect, upon written notice, to receive the Relevant Materials and Information only with respect to certain committees or meetings, including limited to the Transaction Committee of the Board. The Company reserves the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor Group or any of its Representatives is a competitor of the Company. Under no circumstances shall the Board Observer be counted for purposes of voting, quorum or any other reason or be considered a director.  The Board Observer appointed by the Investor Group may be replaced or removed (with or without cause) from time to time and at any time by the Investor Group upon written notice to the Company, provided that any replacement Board Observer shall be acceptable to the Board.

The covenants set forth in this Section 2 shall terminate and be of no further force or effect immediately on the earliest of (a) the date on which the Board has declared one or more dividends on shares of the Company’s Common Stock or otherwise distributed cash to holders of the Company’s Common Stock with a value of $65,000,000 in the aggregate, (b) a change in control of the Company, (c) eighteen (18) months from the Effective Date, (d) the date at which the Investor Group no longer owns any shares of Common Stock or (e) the date at which the Investor Group provides written notice to the Company of its voluntary termination of its right to appoint a Board Observer.

Section 3.

The Investor Group, the Board Observer, and any and all of their Associates, Affiliates, and Representatives (collectively the “Receiving Party”) agree to hold in confidence all the Confidential Information (defined below) and agree to not disclose such Confidential Information (other than disclosures to the Investor Group, its Associates, its Affiliates, or to any of its or their Representatives) without the Company or the Board’s prior written approval. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence; provided, however, that the foregoing shall not apply to the extent the Investor Group, its Associates, Affiliates, and Representatives, or the Board Observer is compelled to disclose the Confidential Information by judicial or administrative process pursuant to the advice of counsel or by requirements of law, provided that the Receiving Party shall provide the Company (a) prompt notice to any such compelled or required disclosure to enable to the Company to seek a protective order or similar remedy, and (b) reasonable cooperation with respect to any effort by the Company to seek a protective order or similar remedy. Upon written request of the Company or the Board, the Receiving Party shall promptly return or destroy, at the Receiving Party’s option, any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information; provided, however, that each of the Investor Group, its Affiliates, and its and their Representatives may retain any electronic or written copies of Confidential Information as may be stored on its electronic records or storage system resulting from automated back-up systems or required by law, other regulatory requirements, or internal document retention policies. The Investor Group shall be liable for any unauthorized disclosure of Confidential Information by its or the Board Observer’s respective Associates, Affiliates and Representatives. Notwithstanding Section 17, each Receiving Party’s obligations under this Section 3 shall survive termination or expiration of this Agreement until twelve (12) months after the date the Receiving Party received the last of such Confidential Information.

The Investor Group and any Affiliate, Associate or Representative thereof, including the Board Observer, acknowledge and agree that each is aware of the restrictions imposed by the federal securities laws and other applicable foreign and domestic laws (the “Securities Laws”) on a person possessing material nonpublic information about a publicly traded company. Each of the Investor Group and any Affiliate, Associate or Representative thereof, including the Board Observer, hereby agrees that, while it is in possession of such material nonpublic information, it will not violate such Securities Laws.

Each Investor agrees that, for the period commencing on the date of this Agreement and ending on the earliest of (i) the one year anniversary of the Agreement, (ii) a material breach by the Company of its obligations under this Agreement which is not cured within five (5) Business Days after written notice from any Investor, (iii) the date of any Contrary Event or (iv) the termination of the board observation covenants set forth in Section 2 (the “Standstill Period”), neither it nor any of its controlled Affiliates will, and it will cause each of its controlled Affiliates not to, directly or indirectly, acting alone or in concert with others:

(i)

(iii)

(ix)

(x)

(xi)

Except as expressly provided in Section 2, the Investor Group shall be entitled to (i) vote any shares of Common Stock that it beneficially owns as it determines in its sole discretion and (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor.

Following the execution of this Agreement, the Company shall issue a press release substantially in the form attached hereto as Exhibit B.

The Company represents and warrants to the Investor Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming due execution by each counterparty hereto, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) to the actual knowledge of the executive officers of the Company, the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is bound.

Section 8.

The Investor Group represents and warrants to the Company that (a) the authorized signatory of each Investor set forth on the signature pages hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind such Investor thereto, (b) this Agreement has been duly authorized, executed and delivered by each Investor, and assuming due execution by each counterparty hereto, is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of each Investor as currently in effect and (d) to the actual knowledge of each Investor, the execution, delivery and performance of this Agreement by such Investor does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Investor, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which it is bound.

As used in this Agreement:

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; or (ii) one (1) Business Day after deposit with a nationally recognized overnight delivery service and concurrently sent by e-mail, in each case properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

Catalyst Biosciences, Inc.

Attention: Nassim Usman, Ph.D.

611 Gateway Blvd., Suite 710

South San Francisco, CA 94080

Telephone: (650) 871-0761

with a copy to (which shall not constitute notice):

Orrick, Herrington & Sutcliffe LLP

Attention: Stephen Thau

51 W 52^nd St

New York, NY 10019

Telephone: (212) 506-5076

To the Investors: As set forth in the respective addresses listed in Exhibit A hereto with a copy to (which shall not constitute notice):

Baker Botts L.L.P.

Attention: Travis J. Wofford

910 Louisiana Street

Houston, Texas 77002

Telephone: (713) 229-1234

E-mail: travis.wofford@bakerbotts.com

This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to conflict of law principles thereof, and each party irrevocably submits to the personal jurisdiction of the Chancery Court of Delaware as the exclusive venue for adjudication of any dispute hereunder.

Section 12.

This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof. The Company may enter into a materially similar agreement with one or more other investors but any such agreement shall constitute a separate obligation and one investor shall not become a third party beneficiary of another investor’s agreement.

Section 13.

Each party acknowledges that it has received adequate information to enter into this Agreement, that it has not relied on any promise, representation or warranty, express or implied not contained in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.

Within five (5) Business Days of the Effective Date, the Company shall reimburse the Investor Group for its out-of-pocket fees and expenses (including legal expenses) incurred in connection with the Investor Group’s involvement at the Company through the date of this Agreement, including, but not limited to its Schedule 13D filings, its engagement with members of the Company’s management team and stockholders, and the execution of this Agreement, provided that such reimbursement shall not exceed $25,000 in the aggregate.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

Section 16.

This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties.

Section 17.

This Agreement shall terminate at the end of the Standstill Period or other date established by mutual written agreement of the parties hereto. Notwithstanding the foregoing, the provisions of Section 9 thru Section 19 and Section 2(ii) shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to such termination.

Section 18.

This Agreement shall bind the successors and permitted assigns of the Parties, and inure to the benefit of any successor or permitted assign of any of the parties; provided, however, that no party may assign this Agreement without the prior written consent of the other parties. Except as set forth in Section 2, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.

Section 19.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. Counterparts delivered by electronic transmission shall be deemed to be originally signed counterparts.

(Signature page follows)

In Witness Whereof, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

	Michael Torok
	/s/ Michael Torok

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