INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of __________________ by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
4,000,000 Shares AKEBIA THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2017 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Akebia Therapeutics, Inc., a Delaware corporation (together with any successor, the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters named in Schedule II thereto, including the Representative (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.00001 per share, of the Company (the “Common Stock”).
AKEBIA THERAPEUTICS, INC. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Sales AgreementAkebia Therapeutics, Inc. • May 5th, 2016 • Pharmaceutical preparations • New York
Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AKEBIA THERAPEUTICS, INC. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Amended and Restated Sales AgreementSales Agreement • November 12th, 2019 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Sales Agreement (this “Agreement”) hereby amends and restates in its entirety that certain Sales Agreement entered into as of May 23, 2016 between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Agent”) as follows:
OPEN MARKET SALE AGREEMENTSMAkebia Therapeutics, Inc. • April 7th, 2022 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN AKEBIA THERAPEUTICS, INC. AND BAUPOST GROUP SECURITIES, L.L.C. DATED AS OF DECEMBER 12, 2018Registration Rights Agreement • December 13th, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of December 12, 2018, is made by and between:
11,000,000 Shares AKEBIA THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTAkebia Therapeutics, Inc. • May 12th, 2020 • Pharmaceutical preparations • New York
Shares AKEBIA THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
LOAN AGREEMENTLoan Agreement • March 12th, 2020 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of November 11, 2019 (the “Effective Date”) by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (as “Borrower”), KERYX BIOPHARMACEUTICALS, INC., a Delaware corporation (as an additional Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales (as the “Collateral Agent” and a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
AKEBIA THERAPEUTICS, INC. OFFICER INDUCEMENT AWARD NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • January 26th, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This agreement (the “Agreement”) evidences an inducement award granted by Akebia Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) consisting of an option to purchase shares of Stock.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of September 23, 2013, by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Jason Amello, an individual resident in the Commonwealth of Massachusetts (“Executive”).
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • March 4th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the [—] day of February, 2014 by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively, the “Investors”), and any Additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 4th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) is entered into as of the day of , 2014 (the “Effective Date”), by and between Akebia Therapeutics, Inc., a Delaware corporation (“Akebia” or the “Company”), and [FULL LEGAL NAME], a resident of the [State] [Commonwealth] of (the “Executive”).
GUARANTY AND SECURITY AGREEMENT Dated as of November 25, 2019 by AKEBIA THERAPEUTICS, INC. (as Borrower), KERYX BIOPHARMACEUTICALS, INC. (as a Guarantor) andGuaranty and Security Agreement • March 12th, 2020 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
WHEREAS, pursuant to the Loan Agreement dated as of November 11, 2019 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Borrower, the Collateral Agent and the other parties thereto, Lenders agrees to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;
CAMBRIDGE SCIENCE CENTER AND 245 FIRST STREET CAMBRIDGE, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN MA-RIVERVIEW/245 FIRST STREET, L.L.C. a Delaware limited liability company (“LANDLORD”) AND AKEBIA THERAPEUTICS, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-RIVERVIEW/245 FIRST STREET, L.L.C., a Delaware limited liability company (“Landlord”), and AKEBIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”), for space in the Office Building located at 245 First Street, Cambridge, Massachusetts 02142. Capitalized terms used but not defined herein shall have the meanings given in the Lease.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 1, 2018 is entered into by and among Akebia Therapeutics, Inc., a Delaware corporation (“Akebia”); Alpha Therapeutics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Akebia (“Merger Sub”); and Keryx Biopharmaceuticals, Inc., a Delaware corporation (“Keryx” and collectively with Akebia and Merger Sub, the “Parties,” and each a “Party”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of June 28, 2018, by and among the Parties (the “Merger Agreement”).
Amendment No. 1 to EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of April 6, 2011, by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Joseph Gardner, an individual resident in the State of Ohio (“Executive”).
AKEBIA THERAPEUTICS, INC. OFFICER INDUCEMENT AWARD STOCK OPTION AGREEMENTInducement Award Stock Option Agreement • August 28th, 2023 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
Akebia Therapeutics, Inc. (the “Company”) hereby grants the following inducement non-statutory stock option award. The terms and conditions attached hereto are also a part hereof.
AKEBIA THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENT FOR OFFICERSRestricted Stock Unit Agreement • August 28th, 2023 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
CONSULTING AGREEMENTConsulting Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Ohio
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of September 15, 2013, by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Joseph H. Gardner (“Gardner”).
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 4th, 2015 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 5th day of March, 2014 by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively, the “Investors”), and any Additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
VOTING AGREEMENTVoting Agreement • June 28th, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2018, by and between Akebia Therapeutics, Inc., a Delaware corporation (“Akebia”), and the undersigned stockholder (the “Stockholder”) of Keryx Biopharmaceuticals, Inc., a Delaware corporation (“Keryx”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Ohio
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 2, 2007, by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Joseph H. Gardner, an individual resident in the State of Ohio (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Ohio
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 6, 2011 (the “Effective Date”) by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Robert Shalwitz, an individual resident in the State of Ohio (“Executive”).
SEPARATION AGREEMENTSeparation Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Ohio
This Separation Agreement (“Agreement”) is made as of September 15, 2013 (but in no case before the Termination Date), by and between Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), and Joseph H. Gardner (“Employee”) under the following circumstances:
SUPPLY AGREEMENTSupply Agreement • May 10th, 2021 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This Supply Agreement (“Agreement”) is dated February 10, 2021 (the “Effective Date”) and is between Akebia Therapeutics, Inc., a United States corporation located at 245 First Street, Cambridge, MA 02143, United States of America (“Akebia”) and STA Pharmaceutical Hong Kong Limited, a Hong Kong corporation located at [**] (“STA”) (each, individually, a “Party,” and collectively, the “Parties”).
FIFTH AMENDMENT TO LEASELease • August 8th, 2018 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This FIFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of April 9, 2018 (the “Effective Date”), by and between CLPF-CAMBRIDGE SCIENCE CENTER, LLC, a Delaware limited liability company (“Landlord”), and AKEBIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SIXTH AMENDMENT TO LEASELease • February 25th, 2021 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SIXTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 30, 2020 (the “Effective Date”), by and between CLPF-CAMBRIDGE SCIENCE CENTER, LLC, a Delaware limited liability company (“Landlord”), and AKEBIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • March 1st, 2022 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of February 24, 2022 (the “Effective Date”), by and between CLPF ONE MARINA PARK DRIVE LLC (successor-in-interest to Fallon Cornerstone One MPD LLC), a Delaware limited liability company (“Landlord”), and AKEBIA THERAPEUTICS, INC. (successor-in-interest to Keryx Biopharmaceuticals, Inc.), a Delaware corporation (“Tenant”) for certain premises located in the building at One Marina Park Drive, Boston, Massachusetts (the “Building”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omission. SECOND AMENDED AND...License Agreement • March 1st, 2022 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • New York
Date] Personal and Confidential [First Name Last name] [Address] Re: ELT Special Bonus Program Dear [First Name Last name]:Akebia Therapeutics, Inc. • March 14th, 2024 • Pharmaceutical preparations
SEPARATION AGREEMENTSeparation Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement (“Agreement”) is made as of February 7, 2014, by and between Akebia Therapeutics, Inc. (the “Company”) and William Daly (“Employee”) under the following circumstances (Employee and the Company collectively referred to as the “Parties” or individually referred to as a “Party”). This Agreement shall become effective on the eighth day after its execution by Employee (the “Effective Date”), provided that Employee has not revoked this Agreement as set forth in Paragraph 4 of the below Acknowledgment.
AMENDMENT NUMBER TWO TO THE SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • February 14th, 2014 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NUMBER TWO TO THE SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made and effective as of May 10, 2013, by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and those Investors executing and delivering a counterpart signature page hereto. Capitalized terms not defined herein have the meanings given them in that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 6, 2011, as amended by Amendment No. 1 thereto, by and among the Company, the Investors and the Major Holders (as amended, the “Agreement”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDMENT NO. 5 TO...Services and Supply Agreement • May 8th, 2023 • Akebia Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 5 to Master Manufacturing Services and Supply Agreement (“Amendment No. 5”) is made effective and entered into on February 28, 2023 (the “Amendment No. 5 Effective Date”) by and between Siegfried Evionnaz SA, with principal offices located at Route du Simplon 1, 36, 1902 Evionnaz, Switzerland (together with its Affiliates and subsidiaries “Vendor”); and Keryx Biopharmaceuticals, Inc., with its offices at 245 First Street, Cambridge, Massachusetts, USA 02142 (“Keryx”).
EMPLOYEE AGREEMENT CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND DEVELOPMENTS AGREEMENTEmployee Agreement • March 26th, 2019 • Akebia Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
In consideration of my [employment/continued employment] by Akebia Therapeutics, Inc. (“Akebia” or the “Company”), my access to Akebia confidential and proprietary business information and the discretionary grant to me of equity in the Company, I hereby covenant and agree with the Company as follows:
