OPEN MARKET SALE AGREEMENTSMZymeworks BC Inc. • October 21st, 2022 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2020 • Zymeworks Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of March 16, 2020 by and among Zymeworks Inc., a British Columbia corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
PREFERRED SHARES RIGHTS AGREEMENT Dated as of June 9, 2022 between ZYMEWORKS INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentPreferred Shares Rights Agreement • June 10th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • Delaware
This Preferred Shares Rights Agreement (this “Agreement”), dated as of June 9, 2022, is between Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), and Computershare Trust Company, N.A., a United States federally chartered trust company, as rights agent (the “Rights Agent”). Each of the Company and the Rights Agent are sometimes referred to as a “Party.” All capitalized terms used in this Agreement have the meanings given to them in Section 1.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 13th, 2016 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of January 7, 2016 by and among Zymeworks Inc., a corporation existing under the Canada Business Corporations Act (the “Company”), and each of the investors listed on Schedule A-1 and Schedule A-2 hereto (each an “Investor”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
ZYMEWORKS INC., a corporation registered in the Province of British Columbia and having its principal place of business at 540-1385 West 8th Avenue, Vancouver, BC, V6H 3V9, Canada
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
ZYMEWORKS INC., a corporation registered in the Province of British Columbia and having its principal place of business at 540-1385 West 8th Avenue, Vancouver, BC, V6H 3V9, Canada
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • Zymeworks Inc. • Pharmaceutical preparations • Washington
ZYMEWORKS BIOPHARMACEUTIALS INC., a corporation registered in the State of Washington and having its principal place of business at 350-2400 3rd Avenue, Seattle, WA, 98121, USA
POPLAR PROPERTIES LTD., by its duly authorized agent, Triovest Realty Advisors (B.C.) Inc. (Landlord) - and - ZYMEWORKS INC. (Tenant) LEASE OF OFFICE SPACEZymeworks Inc. • April 3rd, 2017 • Pharmaceutical preparations • British Columbia
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Licensing and Collaboration Agreement • April 17th, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS LICENSING AND COLLABORATION AGREEMENT (the “Agreement”), effective as of October 22, 2014 (the “Effective Date”), by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and Lilly are each referred to individually as a “Party” and together as the “Parties”.
PLATFORM TECHNOLOGY TRANSFER AND LICENSE AGREEMENT Between Zymeworks Inc. and GlaxoSmithKline Intellectual Property Development Limited April 21, 2016 ConfidentialAnd License Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • Delaware
THIS PLATFORM TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (the “Agreement”), effective as of 21 April, 2016 (the “Effective Date”), by and between GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED, a corporation organized and existing under the laws of England and Wales, with its registered office located at 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom (“GSK”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and GSK are each referred to individually as a “Party” and together as the “Parties”.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 2nd, 2022 • Zymeworks Inc. • Pharmaceutical preparations • Washington
This Separation Agreement and Release (“Agreement”) is made by and between Kathryn O’Driscoll (“Employee”) and Zymeworks Biopharmaceuticals Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
ZYMEWORKS INC., a corporation registered in the Province of British Columbia and having its principal place of business at 201-1401 West Broadway, Vancouver, BC, V6H 1H6
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Research and License Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT (the “Agreement”), effective as of December , 2014 (the “Restatement Effective Date”), by and between Merck Sharp & Dohme Research GmbH, a corporation organized and existing under the laws of Switzerland, with its principal business office located at Weystrasse 20, 6000 Lucerne 6, Switzerland (“Merck”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and Merck are each referred to individually as a “Party” and together as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Licensing and Collaboration Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS LICENSING AND COLLABORATION AGREEMENT (the “Agreement”), effective as of December , 2013 (the “Effective Date”), by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and Lilly are each referred to individually as a “Party” and together as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Licensing and Collaboration Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
This First Amendment (the “Amendment”) to that certain Licensing and Collaboration Agreement, dated December 17, 2013, (the “Agreement”) by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”), is made effective as of May 30, 2014 (the “Amendment Effective Date”). Zymeworks and Lilly are each referred to individually as a “Party” and together as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Collaboration and Cross License Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND CROSS LICENSE AGREEMENT (the “Agreement”), effective as of , 2016 (the “Effective Date”), by and between DAIICHI SANKYO CO., LTD., a corporation organized and existing under the laws of Japan, with its principal business office located at 3-5-1, Nihonbashi honcho, Chuo-ku, Tokyo, 103-8426, Japan (“DS”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extra provincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and DS are each referred to individually as a “Party” and together as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Licensing and Collaboration Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
This First Amendment (the “Amendment”) to that certain Licensing and Collaboration Agreement, dated October 22, 2014, (the “Agreement”) by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”), is made effective as of of June 4, 2015 (the “Amendment Effective Date”). Zymeworks and Lilly are each referred to individually as a “Party” and together as the “Parties.”
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • December 6th, 2018 • Zymeworks Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2021 • Zymeworks Inc. • Pharmaceutical preparations • Washington
ZYMEWORKS BIOPHARMACEUTIALS INC., a corporation registered in the State of Washington and having its principal place of business at 350-2400 3rd Avenue, Seattle, WA, 98121, USA
Zymeworks Inc. 4,924,729 Common Shares and Pre-Funded Warrants to Purchase 1,075,271 Common Shares Underwriting AgreementZymeworks Inc. • January 24th, 2020 • Pharmaceutical preparations • New York
Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) the number of common shares, without par value, of the Company set forth in Schedule I hereto (the “Common Shares”) and (ii) pre-funded warrants to purchase the number of common shares of the Company set forth in Schedule I hereto, in the form attached hereto as Exhibit D (the “Warrants”) (said Common Shares and Warrants to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional common shares set forth in Schedule I solely to cover over-allotments, if any (the “Option Securities”). The common shares of the Company issuable upon exercise of the Warrants are herei
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Subscription Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (the “Agreement”), effective as of December 23, 2014 (the “Effective Date”), by and between CELGENE CORPORATION, a corporation organized and existing under the laws of Delaware, with its principal business office located at 86 Morris Avenue, Summit, NJ 07901, USA (“Celgene Corp.”), CELGENE ALPINE INVESTMENT CO. LLC (“Celgene Alpine” and, together with Celgene Corp., “Celgene”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extra provincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and Celgene are each referred to individually as a “Party” and together as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
ZYMEWORKS INC., a corporation registered in the Province of British Columbia and having its principal place of business at 201-1401 West Broadway, Vancouver, BC, V6H 1H6
CREDIT AGREEMENT AND GUARANTY Dated as of June 2, 2016 among ZYMEWORKS INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and PERCEPTIVE CREDIT OPPORTUNITIES FUND, L.P. and PCOF PHOENIX II FUND, L.P., as Lenders U.S. $15,000,000Credit Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT AND GUARANTY, dated as of June 2, 2016 (this “Agreement”), among ZYMEWORKS INC., a corporation organized under the laws of Canada (“Borrower”), certain Guarantors from time to time parties hereto, PERCEPTIVE CREDIT OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Perceptive”), as a lender, and PCOF PHOENIX II FUND, LP, a Delaware limited partnership (“PCOF”), as a lender (together with Perceptive and each of their respective successors and assigns party hereto pursuant to Section 13.05, the “Lenders” and each a “Lender”).
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. […***…] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Collaboration and License Agreement • April 3rd, 2017 • Zymeworks Inc. • Pharmaceutical preparations • Delaware
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), effective as of 1 December, 2015 (the “Effective Date”), by and between GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED, a corporation organized and existing under the laws of England and Wales, with its registered office located at 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom (“GSK”) and ZYMEWORKS INC., a corporation organized and existing under the laws of Canada, and extraprovincially in British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”). Zymeworks and GSK are each referred to individually as a “Party” and together as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2017 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
THIRD LEASE MODIFICATION AGREEMENTThird Lease Modification Agreement • May 5th, 2021 • Zymeworks Inc. • Pharmaceutical preparations
IN CONSIDERATION of the mutual covenants and agreements and other provisions herein contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties agree as follows:
ZYMEWORKS INC. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as ofZymeworks Inc. • November 5th, 2019 • Pharmaceutical preparations • Ontario
INDENTURE, dated as of , between ZYMEWORKS INC., a corporation duly continued and existing under the laws of British Columbia (herein called the “Company”), having its principal office at 1385 West 8th Avenue, Suite 540, Vancouver, British Columbia, V6H 3V9, and , a , organized under the laws of , as U.S. trustee (herein called the “U.S. Trustee”), and , as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
Zymeworks Inc. 5,400,000 Common Shares Underwriting AgreementZymeworks Inc. • June 8th, 2018 • Pharmaceutical preparations • New York
Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of common shares, without par value (“Common Shares”), of the Company set forth in Schedule I hereto (said Common Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional Common Shares set forth in Schedule I solely to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Re
L E A S EZymeworks Inc. • March 6th, 2019 • Pharmaceutical preparations • British Columbia
This four page Lease Summary is attached to and forms part of the Indenture of Lease dated for reference the 25th day January, 2019,
SECOND AMENDMENT TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • November 3rd, 2021 • Zymeworks Inc. • Pharmaceutical preparations • New York
This Second Amendment (the “Amendment”) to the Agreement (as defined below), is entered into as of August 10, 2021 (the “Amendment Effective Date”), by and between Zymeworks Inc., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9, and Beigene, Ltd., a Cayman Island exempted company incorporated with limited liability (“BeiGene”), having a place of business at c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. Zymeworks and BeiGene are each referred to individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 2nd, 2020 • Zymeworks Inc. • Pharmaceutical preparations • Delaware
This First Amendment (the “Amendment”) to that certain Collaboration and License Agreement, dated December 1, 2015, (the “Agreement”) by and between GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED, a corporation organized and existing under the laws of England and Wales, with its registered office located at 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom (“GSK”) and ZYMEWORKS INC., a corporation organized and existing under the laws of British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”), is entered into as of April 30, 2019 (the “First Amendment Effective Date”). Zymeworks and GSK are each referred to individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • May 5th, 2021 • Zymeworks Inc. • Pharmaceutical preparations • New York
This First Amendment (the “Amendment”) to the Agreement (as defined below), is entered into as of March 29, 2021 (the “Amendment Effective Date”), by and between Zymeworks Inc., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9, and Beigene, Ltd., a Cayman Island exempted company incorporated with limited liability (“BeiGene”), having a place of business at c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. Zymeworks and BeiGene are each referred to individually as a “Party” and together as the “Parties”.
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • February 24th, 2021 • Zymeworks Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO LICENSE AGREEMENT (the “Amendment”) is entered by and between Zymeworks Inc., a corporation organized and existing under the laws of British Columbia, having a place of business at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“Zymeworks”), and Iconic Therapeutics, Inc., a Delaware corporation, having an address 442 Littlefield Avenue, South San Francisco, California 94080 USA (“ICONIC”), with effect as of the last date set forth under the signatures of the Parties below (the “Amendment Effective Date” ). Zymeworks and ICONIC may be referred to herein individually as a “Party” and collectively as the “Parties.”
RESEARCH AND LICENSE AGREEMENT Between ZYMEWORKS INC. and BEIGENE, LTD. November 26, 2018Research and License Agreement • December 6th, 2018 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AND LICENSE AGREEMENT (this “Agreement”), effective as of November 26, 2018 (the “Effective Date”), by and between BEIGENE, LTD., a Cayman Island exempted company incorporated with limited liability, having a place of business at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands (“BeiGene”) and ZYMEWORKS INC., a corporation organized and existing under the laws of British Columbia, having a place of business at 540-1385 West 8th Avenue, Vancouver, BC, Canada (“Zymeworks”). Zymeworks and BeiGene are each referred to individually as a “Party” and together as the “Parties”.
