AKCEA THERAPEUTICS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
Akcea 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 $ 0.001 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 of the Company (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”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of January 5, 2017 (the “Execution Date”), by and among NOVARTIS PHARMA AG (“Novartis”), a company organized under the laws of Switzerland, having its principal place of business at Lichtstrasse 35, 4002 Basel, Switzerland, IONIS PHARMACEUTICALS, INC. (“Ionis”), a Delaware corporation having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010, and AKCEA THERAPEUTICS, INC. (“Akcea”), a Delaware corporation having its principal place of business at 55 Cambridge Parkway, Suite 100, Cambridge, MA 02142.
STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT BETWEEN AKCEA THERAPEUTICS, INC. AND NOVARTIS PHARMA AGOption and License Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
This STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of the 5th day of January, 2017 (the “Execution Date”) by and between AKCEA THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 55 Cambridge Parkway, Cambridge, MA 02142 USA, together with each of Akcea’s Affiliates (“Akcea”), and NOVARTIS PHARMA AG, a company organized under the laws of Switzerland, having its principal place of business at Lichtstrasse 35, 4002 Basel, Switzerland (“Novartis”). Novartis and Akcea each may be referred to herein individually as a “Party” or collectively as the “Parties.” Capitalized terms used in this Agreement, whether used in the singular or the plural, have the meaning set forth in APPENDIX 1. All attached appendices and schedules are a part of this Agreement. As of the Effective Date, Akcea is a wholly-owned subsidiary of Ionis Pharmaceuticals, Inc. (“Ionis”) and therefore Akcea and Ionis are Affiliates.
January 16, 2017Akcea-Ionis Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
Reference is made to the Development, Commercialization and License Agreement dated December 18, 2015 (the “Akcea-Ionis Agreement”), by and between Ionis Pharmaceuticals, Inc. (“Ionis”), and Akcea Therapeutics, Inc. (“Akcea”). On January 5, 2017, Akcea entered into that certain Strategic Collaboration, Option and License Agreement (the “Novartis Agreement”) by and between Akcea and Novartis Pharma AG (“Novartis”), pursuant to which Akcea and Novartis formed a strategic collaboration in cardio-metabolic lipid diseases. This letter agreement serves to confirm certain additional agreements between Ionis and Akcea and, to the extent the terms of the Akcea-Ionis Agreement conflict with the terms of the Novartis Agreement, this letter agreement addresses how such conflicts are resolved. Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Novartis Agreement.
DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT between ISIS PHARMACEUTICALS, INC. and AKCEA THERAPEUTICS, INC.And License Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT, COMERCIALIZATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 18, 2015 (the “Effective Date”), by and between AKCEA THERAPEUTICS, INC., a Delaware corporation (“Akcea”), and ISIS PHARMACEUTICALS, INC., a Delaware corporation (“Isis”). Akcea and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
OFFICE LEASE AGREEMENT 55 CAMBRIDGE PARKWAY CAMBRIDGE, MA by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, as Landlord and AKCEA THERAPEUTICS, INC. a Delaware corporation, as TenantOffice Lease Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
Any and all improvements, alterations or additions performed by Tenant will be performed in accordance with this Exhibit D-1, and any modifications thereto by Landlord, notwithstanding any more permissive local building codes or ordinances.
SENIOR UNSECURED LINE OF CREDIT AGREEMENTSenior Unsecured Line of Credit Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SENIOR UNSECURED LINE OF CREDIT AGREEMENT (this “Agreement”) is entered into as of January 18, 2017 (the “Execution Date”), by and between Akcea Therapeutics, Inc., a Delaware corporation (“Akcea”) and Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis”). Each of Akcea and Ionis are sometimes referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT OF LEASEOf Lease • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDMENT OF LEASE (this “Amendment”) is made as of the 16th day of March, 2017 (the “Effective Date”) between 55 CAMBRDIGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as landlord (“Landlord”), and AKCEA THERAPEUTICS, INC., a Delaware corporation, having an address at 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as tenant (“Tenant”).
AMENDMENT OF LEASELease • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDMENT OF LEASE dated as of the 1st day of February, 2016 by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as Landlord (the “Landlord”), and AKCEA THERAPEUTICS, INC., a Delaware corporation, having an address at 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as Tenant (the “Tenant”).
AKCEA THERAPEUTICS, INC. INVESTOR RIGHTS AGREEMENT DECEMBER 18, 2015Investor Rights Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 18, 2015 between Akcea Therapeutics Inc., a Delaware corporation (“Akcea” or the “Company”), and Isis Pharmaceuticals, Inc., a Delaware corporation (“Isis” or “Investor”).
