KYVERNA THERAPEUTICS, INC. [ ] Shares of Common Stock Underwriting AgreementKyverna Therapeutics, Inc. • February 1st, 2024 • Biological products, (no disgnostic substances) • New York
Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 1st, 2024 • Kyverna Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This INDEMNIFICATION AND ADVANCEMENT AGREEMENT (this “Agreement”) is made as of [ ], 20[ ] by and between Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ], [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses[, including that certain Indemnification Agreement, dated as of [ ], 20[ ], by and between the Company and Indemnitee (the “Prior Agreement”)].
OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND KYVERNA THERAPEUTICS, INC. (TENANT) 5980 Horton Street Emeryville, CaliforniaWorkletter Agreement • January 16th, 2024 • Kyverna Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
Certain identified information has been omitted from this exhibit because it is both (i) not material and brackets (“[…***…]”) in this exhibit.*** PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent...Patent License Agreement – Exclusive • January 16th, 2024 • Kyverna Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Shipping Information), Appendix G (Example Royalty Report), and Appendix H (Royalty Payment Options).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 16th, 2024 • Kyverna Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 9, 2021, by and among Kyverna 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.”
FIRST AMENDMENT (5980 Horton Street, Emeryville, California)First Amendment • January 16th, 2024 • Kyverna Therapeutics, Inc. • Biological products, (no disgnostic substances)
Dear Dominic: On December 9, 2019, you executed an offer letter from Kyverna Therapeutics, Inc. (the “Company”) dated December 8, 2019 (the “Original Offer Letter”). You also entered into an Employee Inventions and Proprietary Information Agreement...Kyverna Therapeutics, Inc. • December 13th, 2023 • Biological products, (no disgnostic substances)
Accordingly, effective as of the start date of the Company’s new CEO (the “Effective Date”), the following terms will apply to your continued employment with the Company:
