KARYOPHARM THERAPEUTICS INC. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2015 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities pursuant to sections (i) through (vi) below without the prior written consent of each of Merrill Lynch and J.P. Morgan, provided that (1) each of Merrill Lynch and J.P. Morgan receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) through (iv) below, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013 between Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
KARYOPHARM THERAPEUTICS INC., as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 16, 2018 3.00% Convertible Senior Notes due 2025Indenture • October 16th, 2018 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of October 16, 2018 (this “Indenture”, as more fully set forth in Section 1.01) between KARYOPHARM THERAPEUTICS INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
KARYOPHARM THERAPEUTICS INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 8th, 2015 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMKaryopharm Therapeutics Inc. • February 17th, 2023 • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 17th, 2018 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
KARYOPHARM THERAPEUTICS INC. (a Delaware corporation) 6,250,000 Shares of Common Stock UNDERWRITING AGREEMENTKaryopharm Therapeutics Inc. • March 4th, 2020 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT KARYOPHARM THERAPEUTICS INC.Karyopharm Therapeutics Inc. • December 5th, 2022 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2022 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2022 by and among Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
COMMON STOCK PURCHASE WARRANT KARYOPHARM THERAPEUTICS INC.Karyopharm Therapeutics Inc. • August 2nd, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Healthcare Royalty Partners III, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 1, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), up to 250,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2022 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2022 by and among Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of December 5, 2022 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
REVENUE INTEREST FINANCING AGREEMENT between KARYOPHARM THERAPEUTICS INC., as the Company, and HEALTHCARE ROYALTY PARTNERS III, L.P. AND HEALTHCARE ROYALTY PARTNERS IV, L.P., collectively as Investor Dated September 14, 2019Revenue Interest Financing Agreement • November 4th, 2019 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (this “Agreement”) dated as of September 14, 2019 (the “Effective Date”) is between KARYOPHARM THERAPEUTICS INC., a Delaware corporation (the “Company”), and HEALTHCARE ROYALTY PARTNERS III, L.P. and HEALTHCARE ROYALTY PARTNERS IV, L.P. Each of the Company and any Investor are referred to in this Agreement as a “Party” and collectively as the “Parties”.
KARYOPHARM THERAPEUTICS INC. NONSTATUTORY STOCK OPTION AGREEMENT Inducement GrantNonstatutory Stock Option Agreement • November 2nd, 2020 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
KARYOPHARM THERAPEUTICS INC.Karyopharm Therapeutics Inc. • August 31st, 2020 • Pharmaceutical preparations • Massachusetts
Subject to your execution below, this letter hereby amends the offer letter, dated March 3, 2014, as amended and restated on January 23, 2015 and September 18, 2015, between you and Karyopharm Therapeutics Inc. (the “Company”), and provides for the following terms of employment. For the avoidance of doubt, nothing herein supersedes the Non-Disclosure and Inventions Assignment Agreement you previously executed with the Company, which remains in effect, unaltered, in all respects.
KARYOPHARM THERAPEUTICS INC. (a Delaware corporation) 3,902,439 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2017 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
KARYOPHARM THERAPEUTICS INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
KARYOPHARM THERAPEUTICS INC. Restricted Stock Unit Agreement (Time Vested) 2013 Stock Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • March 1st, 2022 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Karyopharm Therapeutics Inc. (the “Company”), a Delaware corporation, and the Participant.
Consulting AgreementConsulting Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement, dated effective October 28, 2010 (this ‘“Agreement”), is made and entered into by and among Karyopharm Therapeutics, Inc., a Delaware corporation with offices at 15 Bontempo Rd., Newton, MA 02459 (the “Company”) and Alan T. Barber doing business as the Prestar Group at 134 Alcott Rd, Concord, MA 01742 (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 1st day of September, 2012 is entered into by Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), and Mirza Consulting, a Denmark company with its principal place of business at Måløvgårdsvej 23, 2750 Ballerup, Denmark (the “Consultant”).
COMMERCIAL LEASE DATED AS OF DECEMBER 10, 2010 BETWEEN NIVEK INVESTMENTS I, LLC AND KARYOPHARM THERAPEUTICS, INC. SUMMARY OF BASIC TERMSCommercial Lease • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. In addition, some of the following items may be incorporated into the Lease by reference to the “Summary of Basic Terms”.
KARYOPHARM THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 28th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. RESEARCH AGREEMENTResearch Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
This Research Agreement (this “Agreement”) is made as of the 18th day of July, 2011 (the “Effective Date”) by and between The Multiple Myeloma Research Foundation, Inc., a Connecticut non-stock corporation, with its principal place of business at 383 Main Avenue, 5th floor, Norwalk, CT 06851 (“MMRF”) and Karyopharm Therapeutics Inc., a Delaware corporation, with its principal place of business at 2 Mercer Road, Natick, MA 01760 (“Company”). MMRF and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.
October 1, 2020 Ran Frankel Dear Ran:Karyopharm Therapeutics Inc. • May 5th, 2022 • Pharmaceutical preparations
You and Karyopharm Therapeutics Inc. (the “Company”) are parties to a letter agreement dated June 7, 2015, as amended on October 4, 2016, related to your employment as the Chief Development Operations Officer of the Company (the “Letter Agreement”). This letter is to inform you that, effective August 28, 2020 the Compensation Committee of the Board of Directors of the Company approved certain enhanced severance benefits for you, as described below, in addition to the benefits you may be entitled to under the Letter Agreement. Except as specifically set forth below, the Letter Agreement remains in full force and effect, and no provisions thereof are amended except as set forth below. Capitalized terms used but not defined herein shall have the meaning set forth in the Letter Agreement.
AMENDMENT NO. 1 TO LICENSE AGREEMENT BY AND BETWEEN KARYOPHARM THERAPEUTICS INC. AND BERLIN-CHEMIE AGLicense Agreement • May 4th, 2023 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (the “Amendment”) is made and entered into as of May 19, 2022 (the “Amendment Effective Date”), by and between Karyopharm Therapeutics Inc., a corporation organized and existing under the law of Delaware and having its principal place of business at 85 Wells Ave., 2nd floor Newton, MA 02459 (“Karyopharm”) and Berlin-Chemie AG, a corporation organized and existing under the law of Germany and having its principal place of business at Glienicker Weg 125, 12489 Berlin, Germany(“Berlin-Chemie”).
First Amendment to Letter AgreementLetter Agreement • March 16th, 2017 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
First Amendment (“Amendment”) made as of October 4, 2016, to that certain letter agreement (the “Employment Agreement”) dated June 7, 2015, by and between Karyopharm Therapeutics Inc., a Delaware Corporation (the “Company”), and Ran Frenkel setting forth the terms of Mr. Frenkel’s employment with the Company as Chief Development Operations Officer.
KARYOPHARM THERAPEUTICS INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 26, 2013Adoption Agreement • October 4th, 2013 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 26th day of July, 2013, by and among Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”, and the Founders (as defined below).
FOURTH AMENDMENT TO LEASELease • August 7th, 2018 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is dated as of June 6, 2018 (the “Effective Date”) and is hereby entered into by and between AG-JCM Wells Avenue Property Owner, LLC (“Landlord”), a Delaware limited liability company, with an address of c/o Jumbo Capital Management, LLC, 1900 Crown Colony Drive, 4th Floor, Quincy, Massachusetts 02169, and Karyopharm Therapeutics Inc. (“Tenant”), a Delaware corporation, with an address of 85 Wells Avenue, 2nd Floor, Newton, Massachusetts 02459.
KARYOPHARM THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 2nd, 2020 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
KARYOPHARM THERAPEUTICS INC. Restricted Stock Unit Agreement (Time Vested) 2022 Equity Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • February 17th, 2023 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Karyopharm Therapeutics Inc. (the “Company”), a Delaware corporation, and the Participant. Agreement Date and Number
OFFICE LEASE AGREEMENT BETWEEN NS WELLS ACQUISITION LLC, a Delaware limited liability company (“LANDLORD”) AND KARYOPHARM THERAPEUTICS INC., a Delaware corporation (“TENANT”)Office Lease Agreement • April 1st, 2014 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
connection with the Initial Alterations. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting d
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omission. LICENSE AGREEMENT by and between KARYOPHARM THERAPEUTICS INC. and ANTENGENE THERAPEUTICS LIMITEDLicense Agreement • August 7th, 2018 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”), effective as of May 23, 2018 (the “Effective Date”), is made and entered into by and between Karyopharm Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware, having an address at 85 Wells Avenue, Suite 210, Newton, MA 02459 USA (“Karyopharm”), and Antengene Therapeutics Limited, a corporation organized and existing under the laws of Hong Kong, having an address at Rm. 19C, Lockhart Ctr., 301-307 Lockhart Rd., Wan Chai, Hong Kong (“Antengene”). Karyopharm and Antengene are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
KARYOPHARM THERAPEUTICS INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 9th, 2015 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the agreement date set forth below (the “Agreement Date”) between Karyopharm Therapeutics Inc. (the “Company”), a Delaware corporation, and the participant set forth below (the “Participant”) pursuant to the Company’s 2013 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
THIRD AMENDMENT TO LEASELease • May 10th, 2018 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
This THIRD AMENDMENT TO LEASE (this “Amendment”) is dated as of February 28, 2018 (the “Effective Date”) and is hereby entered into by and between AG-JCM Wells Avenue Property Owner, LLC (“Landlord”), a Delaware limited liability company, with an address of c/o Jumbo Capital Management, LLC, 1900 Crown Colony Drive, 4th Floor, Quincy, Massachusetts 02169, and Karyopharm Therapeutics Inc. (“Tenant”), a Delaware corporation, with an address of 85 Wells Avenue, 2nd Floor, Newton, Massachusetts 02459.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 4th, 2020 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations
This Amendment to License Agreement (this “Amendment”) is entered into as of May 1, 2020 (the “Amendment Date”), by and among Karyopharm Therapeutics Inc., a Delaware corporation (“Karyopharm”), and Antengene Therapeutics Limited, a corporation organized and existing under the laws of Hong Kong (“Antengene”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2014 • Karyopharm Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), dated and effective, if at all, as of the Effective Date (as defined in the letter agreement between the Parties dated August 7, 2014), is entered into between Karyopharm Therapeutics Inc., having offices at 85 Wells Avenue, Newton, MA 02459 (the “Company”) and Paul Brannelly, having an address located in Boston, MA (the “Consultant”). The Consultant and Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
