7,590,909 Shares of Common Stock and Pre-Funded Warrants to Purchase 909,091 Shares of Common Stock Kezar Life Sciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2020 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
• make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or
KEZAR LIFE SCIENCES, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 20th, 2021 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among KEZAR LIFE SCIENCES, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
KEZAR LIFE SCIENCES, INC. AND ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________Common Stock Warrant Agreement • December 20th, 2021 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KEZAR LIFE SCIENCES, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
KEZAR LIFE SCIENCES, INC. AND ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ______________Warrant Agreement • December 20th, 2021 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between KEZAR LIFE SCIENCES, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
KEZAR LIFE SCIENCES, INC. SALES AGREEMENTSales Agreement • December 20th, 2021 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMKezar Life Sciences, Inc. • July 3rd, 2019 • Pharmaceutical preparations • New York
KEZAR LIFE SCIENCES, INC. AND ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ___________Preferred Stock Warrant Agreement • December 20th, 2021 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KEZAR LIFE SCIENCES, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • May 4th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between KEZAR LIFE SCIENCES, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2022 • Kezar Life Sciences, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 4, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and KEZAR LIFE SCIENCES, INC., a Delaware corporation with offices located at 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 13th, 2023 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of November 7, 2023 (the “Effective Date”), between Christopher J. Kirk, Ph.D. (“Executive”) and KEZAR LIFE SCIENCES, INC. (the “Company”). Certain capitalized terms used in this Agreement are defined in Article 7.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 16th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 26th day of June, 2017, by and among Kezar Life Sciences, 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 any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
KEZAR LIFE SCIENCES, INC.Equity Incentive Plan • May 24th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
KEZAR LIFE SCIENCES, INC.Equity Incentive Plan • May 24th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SUMMARY OF BASIC LEASE INFORMATIONLease • May 4th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between AP3-SF1 4000 SHORELINE, LLC, a Delaware limited liability company (“Landlord”), and Kezar Life Sciences, Inc., a Delaware corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT by and between ONYX THERAPEUTICS, INC. and KEZAR LIFE SCIENCES, INC. Dated as of June 11, 2015Exclusive License Agreement • June 8th, 2018 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • California
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of June 11, 2015 (the “Effective Date”) by and between ONYX THERAPEUTICS, INC., a Delaware corporation having an address at 249 E. Grand Avenue, South San Francisco, CA 94080 (“ONYX”), and KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 391 Carl Street, San Francisco, CA 94117 (“KEZAR”). KEZAR and ONYX are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
October 6, 2023 Noreen Roth Henig, M.D. Address Re: Separation Agreement Dear Dr. Henig:Kezar Life Sciences, Inc. • November 13th, 2023 • Pharmaceutical preparations
This separation agreement (the “Agreement”) summarizes the terms of your separation from Kezar Life Sciences, Inc. (the “Company”) and sets forth the severance benefits offered to you to help in this transition.
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential. Triple asterisks [***] denote exclusions. COLLABORATION AND LICENSE AGREEMENT by...Collaboration and License Agreement • November 13th, 2023 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 20, 2023 (the “Effective Date”) by and between KEZAR LIFE SCIENCES, INC., a Delaware corporation having an address at 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080 (“Kezar”), EVEREST MEDICINES II (HK) LIMITED, a Hong Kong company with limited liability having an address at Unit 417 4/F, Lippo Centre Tower Two, No.89 Queensway Admiralty, HK (“Everest”), and solely for purposes of Section 2.8.4 (Everest’s Change of Control) and Section 15.6 (Guarantee), EVEREST MEDICINES LIMITED, a Cayman Islands company with limited liability having an address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Guarantor”). Kezar and Everest are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSITION SERVICES, SEPARATION AND GENERAL RELEASE AGREEMENTTransition Services, Separation and General Release Agreement • November 7th, 2019 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • California
THIS TRANSITION SERVICES, SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into as of this 6th day of August, 2019, by and between Niti Goel, M.D. (the “Executive”), and Kezar Life Sciences, Inc. (the “Company”).
ADVISOR AGREEMENTAdvisor Agreement • August 10th, 2023 • Kezar Life Sciences, Inc. • Pharmaceutical preparations • California
This Advisor Agreement (“Agreement”) is entered into as of April 22, 2023 (the “Effective Date”) between Kezar Life Sciences, Inc. (the “Company”), a Delaware corporation, and Christopher Kirk, Ph.D. (“Consultant”). Company and the Consultant are referred to herein individually as “Party,” and collectively as the “Parties.”
CONFIRMATION OF LEASE TERMSConfirmation of Lease Terms • March 26th, 2019 • Kezar Life Sciences, Inc. • Pharmaceutical preparations
This CONFIRMATION OF LEASE TERMS (“Confirmation”) is made and entered into effective as of March 1, 2018, by and between AP3-SF1 4000 SHORELINE, LLC, a Delaware limited liability company (“Landlord”) and KEZAR LIFE SCIENCES, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • March 14th, 2023 • Kezar Life Sciences, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of November 1, 2022, by and between GNS SOUTH TOWER, LP, a Delaware limited partnership (“Landlord”), and KEZAR LIFE SCIENCES, INC., a Delaware corporation (“Tenant”).
October 2, 2023 John F. Fowler Address Re: Separation and Consulting Agreement Dear John:Kezar Life Sciences, Inc. • November 13th, 2023 • Pharmaceutical preparations
This separation and consulting agreement (the “Agreement”) summarizes the terms of your separation from Kezar Life Sciences, Inc. (the “Company”) and sets forth the severance benefits offered to you to help in this transition.
