KYMERA THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt SecuritiesIndenture • October 1st, 2021 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 202[•], among KYMERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
•] Shares KYMERA THERAPEUTICS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2021 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
KYMERA THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Kymera Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Kymera Therapeutics, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated ______ (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 31st, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 11, 2020, by and among Kymera Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
KYMERA THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTCommon Stock • October 1st, 2021 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Kymera Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
SECOND AMENDMENT TO MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • February 22nd, 2024 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Master Collaboration Agreement (this “Second Amendment”) is made and entered into as of October 21, 2021 (the “Second Amendment Effective Date”), by and between and Vertex Pharmaceuticals Incorporated (“Vertex”) and Kymera Therapeutics, Inc. (“Company”), and amends that certain Master Collaboration Agreement (the “Agreement”), dated as of May 9, 2019 by and between Vertex and Company, as amended by that certain First Amendment to Master Collaboration Agreement, dated as of August 27, 2020. All capitalized terms used, but not otherwise defined, in this Second Amendment shall have the meaning given to them in the Agreement.
COLLABORATION AND LICENSE AGREEMENT BETWEEN GENZYME CORPORATION AND KYMERA THERAPEUTICS, INC. November 15, 2022Collaboration and License Agreement • February 22nd, 2024 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Collaboration and License Agreement (this “Agreement”) is executed as of November 15, 2022 (the “Restatement Execution Date”) and is by and between Genzyme Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts (“Sanofi”), and Kymera Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Kymera”). Sanofi and Kymera each may be referred to herein individually as a “Party” or collectively as the “Parties.”
LEASE AGREEMENTLease Agreement • February 22nd, 2024 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 20th day of December, 2021, between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and Kymera therapeutics, Inc., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2022 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2022, by and between Kymera Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers identified on the signature page hereto (each, including its successors and assigns, a “Purchaser”).
KYMERA THERAPEUTICS, INC. PARTICIPATION AGREEMENTParticipation Agreement • July 31st, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2019 (the “Effective Date”), by and between Kymera Therapeutics, Inc., a Delaware corporation (the “Company”), and Vertex Pharmaceuticals Incorporated, a Massachusetts Corporation (“Purchaser”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration and License Agreement • July 31st, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of July 7, 2020 (the “Execution Date”) by and between Genzyme Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts (“Sanofi”), and Kymera Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Kymera”). Sanofi and Kymera each may be referred to herein individually as a “Party” or collectively as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 17th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between Kymera Therapeutics, Inc., a Delaware corporation (“Company”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Purchaser”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration Agreement • August 5th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) is made as of October 3, 2017 (the “Effective Date”), by and between Project Chimera, Inc. a corporation organized and existing under the laws of Delaware, with its registered office located at 400 Technology Square, 10th Floor, Cambridge, MA 02139 (“Chimera”) and 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”). Each of Chimera and GSK may be referred to herein as a “Party” or together as the “Parties.”
FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • November 5th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This First Amendment to Collaboration Agreement (this “Amendment”) is made and entered into as of date of the last Party signing this Amendment (the “Amendment Effective Date”), by and between Kymera Therapeutics, Inc. (“Kymera”), and GlaxoSmithKline Intellectual Property Limited (“GSK”) and amends that certain Collaboration Agreement (the “Agreement”), dated as of October 3, 2017 by and between Kymera (formerly known as Project Chimera, Inc.) and GSK.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Master Collaboration Agreement • June 22nd, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Master Collaboration Agreement (this “Agreement”) is entered into as of May 9, 2019 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of The Commonwealth of Massachusetts (“Vertex”) and Kymera Therapeutics, Inc., a corporation organized under the laws of The State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.”
FIRST AMENDMENT TO MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • November 5th, 2020 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Master Collaboration Agreement (this “Amendment”) is made and entered into as of August 27, 2020 (the “Amendment Effective Date”), by and between and Vertex Pharmaceuticals Incorporated (“Vertex”) and Kymera Therapeutics, Inc. (“Company”), and amends that certain Master Collaboration Agreement (the “Agreement”), dated as of May 9, 2019 by and between Vertex and Company. All capitalized terms used, but not otherwise defined, in this Amendment shall have the meaning given to them in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2022 • Kymera Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreements, each dated as of the date hereof, between the Company and each Purchaser (collectively, the “Purchase Agreements”).
