PREFERRED STOCK RIGHTS AGREEMENT Dated as of October 12, 2022 between ZYMEWORKS INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentPreferred Stock Rights Agreement • October 13th, 2022 • Zymeworks Delaware Inc. • Pharmaceutical preparations • Delaware
This Preferred Stock Rights Agreement (this “Agreement”), dated as of October 12, 2022, is between Zymeworks Inc., a Delaware corporation (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.
AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • May 16th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of May 15, 2023 (the “Amendment Effective Date”), by and between ZYMEWORKS BC INC., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 114 East 4th Avenue, Suite 800, Vancouver, BC, Canada V5T 1G4, and JAZZ PHARMACEUTICALS IRELAND LIMITED, a corporation organized and existing under the laws of Ireland (“Jazz”), having a place of business at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. Zymeworks and Jazz are referred to in this Agreement, individually, as a “Party” and, collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2023, by and among Zymeworks Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 4th, 2024 • Zymeworks Inc. • Pharmaceutical preparations
THIS SEPARATION AGREEMENT AND RELEASE is made as of the last date this Separation Agreement and Release is signed by the Parties as set out below.
PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • November 8th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”) is dated as of October 12, 2022 (the “Effective Date”), and amends the Preferred Shares Rights Agreement, dated as of June 9, 2022 (the “Rights Agreement”), by and 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”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 7th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • Washington
This Separation Agreement and Release (“Agreement”) is made by and between Neil Josephson (“Employee”) and Zymeworks Biopharmaceuticals Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
ZYMEWORKS BC INC., a corporation registered in the Province of British Columbia and having its principal place of business at 114 East 4th Avenue, Suite 800, Vancouver, BC, V5T 1G4, Canada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2023 by and among Zymeworks Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Purchasers”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (defined below) unless otherwise defined herein.
ZYMEWORKS INC. AMENDMENT #2 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2024 • Zymeworks Inc. • Pharmaceutical preparations • England and Wales
This Amendment #2 to Employment Agreement (this “Amendment”) is made by and between Mr. Kenneth Galbraith (“Employee”) and Zymeworks BC Inc. (formerly named Zymeworks Inc.), a corporation registered in the Province of British Columbia (the “Company”) (the “Parties”) on the date set forth below.
SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE is made on May 17, 2023.Separation Agreement and Release • May 18th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
TERMINATION AND LICENSE AGREEMENT Between ZYMEWORKS BC INC. and DAIICHI SANKYO CO., LTD. Effective February 28, 2023Termination and License Agreement • May 8th, 2023 • Zymeworks Inc. • Pharmaceutical preparations
This Agreement (“Agreement”) is effective as of February 28, 2023 (“Effective Date”) regardless of date of last signature below, and is entered into by and between Daiichi Sankyo Co, Ltd., a Japanese corporation having its principal offices at 3-5-1 Nihonbashi Honcho, Chuo-ku, Tokyo 103-8426, Japan (“DS”) and Zymeworks BC Inc., formerly Zymeworks Inc., a corporation existing under the laws of British Columbia, having an address at 114 East 4th Avenue, Suite 800, Vancouver, BC Canada V5T 1G4 (“Zymeworks”). Each of DS and Zymeworks is a “Party” to this Agreement, and together are the “Parties” to this Agreement.
EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • October 13th, 2022 • Zymeworks Delaware Inc. • Pharmaceutical preparations • British Columbia
THIS EXCHANGEABLE SHARE SUPPORT AGREEMENT made as of October 13, 2022 among Zymeworks Inc. (previously known as Zymeworks Delaware Inc.), a corporation existing under the Laws of the State of Delaware (“Parent”), Zymeworks CallCo ULC, a company existing under the Laws of the Province of British Columbia (“CallCo”), and Zymeworks ExchangeCo Ltd., a company existing under the Laws of the Province of British Columbia (“ExchangeCo”).
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • October 13th, 2022 • Zymeworks Delaware Inc. • Pharmaceutical preparations • British Columbia
THIS VOTING AND EXCHANGE TRUST AGREEMENT (as it may be amended from time to time, the “Agreement”) made as of October 13, 2022 among Zymeworks Inc. (previously known as Zymeworks Delaware Inc.), a corporation existing under the laws of the State of Delaware (“Parent”), Zymeworks CallCo ULC, an unlimited liability company existing under the laws of the Province of British Columbia (“CallCo”), Zymeworks ExchangeCo Ltd., a company existing under the laws of the Province of British Columbia (“ExchangeCo”), and Computershare Trust Company of Canada, a trust company existing under the laws of Canada (the “Share Trustee”).
ZYMEWORKS INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • England and Wales
This Amendment to Employment Agreement (this “Amendment”) is made by and between Mr. Kenneth Galbraith (“Employee”), Zymeworks BC Inc. (formerly named Zymeworks Inc.), a corporation registered in the Province of British Columbia (the “Company”) and, solely with respect to Section 2 hereof, Zymeworks Management Inc. (“ZMI”) (the “Parties”) on the date set forth below.
This Agreement is dated the 3rd day of January, 2023 PARTIESEmployment Agreement • March 6th, 2024 • Zymeworks Inc. • Pharmaceutical preparations
(1)Zymeworks Pharmaceuticals Limited, a company incorporated in Ireland with company number 722169 and registered office at 88 Harcourt Street, Dublin, Dublin 2, D02 DK18, Ireland (“the Company”)
ZYMEWORKS INC. AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • British Columbia
This Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made by and between Dr. Christopher Astle (“Employee”) and Zymeworks BC Inc., a corporation registered in the Province of British Columbia (the “Company” and together with Employee, the “Parties”) on the date set forth below.
TERMINATION AGREEMENTTermination Agreement • September 21st, 2023 • Zymeworks Inc. • Pharmaceutical preparations • New York
This TERMINATION AGREEMENT (this “Termination Agreement”) is made as of the date of last signature below (the “Termination Date”), by and between ZYMEWORKS BC INC., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 114 East 4th Avenue, Suite 800, Vancouver, B.C., V5T1G4 Canada, and BEIGENE, LTD., a Cayman Island exempted company incorporated with limited liability (“BeiGene”), having a place of business at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. Zymeworks and BeiGene are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
STOCK AND ASSET PURCHASE AGREEMENT by and among ZYMEWORKS BC INC., ZYMEWORKS BIOPHARMACEUTICALS INC., ZYMEWORKS ZANIDATAMAB INC., JAZZ PHARMACEUTICALS, INC. Dated as of April 25, 2023Stock and Asset Purchase Agreement • August 10th, 2023 • Zymeworks Inc. • Pharmaceutical preparations • New York
THIRD AMENDMENT TO LICENSE AND COLLABORATION AGREEMENTThird Amendment • September 21st, 2023 • Zymeworks Inc. • Pharmaceutical preparations
