KALA PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 20, 2014, by and among Square 1 Bank (“Square 1”), in its capacity as administrative and collateral agent (together with its successors and assigns in such capacity, “Agent”) for the lenders hereto as of the date hereof and other financial institutions who hereafter become parties to this Agreement as lenders (each individually a “Lender” and, collectively, the “Lenders”), the Lenders set forth on Schedule 1 hereto and Kala Pharmaceuticals, Inc. (“Borrower”).
LEASE AGREEMENTLease Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 30th day of September, 2013, between ARE-MA REGION NO. 9, LLC, a Delaware limited liability company (“Landlord”), and KALA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
September 10, 2015 Mark Iwicki c/o Kala Pharmaceuticals, Inc. Waltham, MA 02453 Dear Mark:Kala Pharmaceuticals, Inc. • June 23rd, 2017 • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement dated April 6, 2015, provided to you by Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”) in connection with your commencement of employment with the Company (the “Prior Letter Agreement”).
ContractKala Pharmaceuticals, Inc. • June 23rd, 2017 • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement, dated November 10, 2009 provided to you by Hanes Newco, Inc. (now renamed Kala Pharmaceuticals, Inc. (the “Company”) in connection with the commencement of your employment with the Company. Subject to the terms and conditions set forth in this letter agreement, I am pleased to offer you the position of Chief Scientific Officer of the Company effective as of July 21, 2014. In this position you will report directly to the Company’s Chief Executive Officer, the President or Interim President of the Company or to such member or members of the Board of Directors of the Company (the “Board”) as the Board shall determine from time to time. You will be expected to devote your full business time and your best professional efforts to the performance of your duties and responsibilities for the Company, and to abide by all Company policies and procedures as in effect from time to time. You will be expected to perform t
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY HANES NEWCO, INC. JHU Agreement: [**]Exclusive License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Hanes NewCo, Inc., a Delaware corporation having an address at c/o Jeff Wiesen, Mintz Levin Cohn Ferris Glovsky and Popeo PC, One Financial Center, Boston, MA 02111 (“Company”), with respect to the following:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. COMMERCIAL SUPPLY AGREEMENT (Dry Eve Product and Surgical Product in Multi-dose Bottles)Commercial Supply Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (“Agreement”) is made as of this 27th day of June, 2016 (“Effective Date”), by and between Kala Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 100 Beaver St., #201, Waltham, Massachusetts 02453, USA (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and Kala Pharmaceuticals, Inc.Exclusive License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Exclusive License Agreement (the “Agreement”) is entered into by and between The Johns Hopkins University, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218 (“JHU”) and Kala Pharmaceuticals, Inc., (“Licensee”), a Delaware corporation having an address at 100 Beaver Street, Suite 201, Waltham, MA 02453 and is effective on the May 1, 2017 (“Effective Date”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is entered into as of December 01, 2016 (the “Effective Date”), by and between Alliance Contract Pharma, LLC, a Pennsylvania corporation, having its offices at 1510 Delp Drive, Harleysville, PA 19438, (hereinafter referred to as “SUPPLIER”) and Kala Pharmaceuticals, Inc., a Delaware corporation having its offices at 100 Beaver Street, Suite 201, Waltham, MA 02453 (hereinafter referred to as “SPONSOR”). SPONSOR and SUPPLIER may be individually referred to herein as a “Party” or may be collectively referred to herein as the “Parties.” This Agreement amends and restates, in its entirety, the Master Services Agreement entered into by the parties as of January 28, 2015 as of the Effective Date.
KALA PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT April 6, 2016Registration Rights Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Registration Rights Agreement, dated as of April 6, 2016 (this “Agreement”), is entered into by and among Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A attached hereto (collectively, the “Investors” and each individually, an “Investor”) and the individual listed on Schedule B attached hereto (the “Key Holder,” and together with the Investors, the “Stockholders”).
Settlement and License AgreementSettlement and License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Settlement and License Agreement (including its attachments, this “Agreement”) is entered into as of October 24, 2014 (“Settlement Agreement Effective Date”), by and between GrayBug, LLC, a limited liability company organized and existing under the laws of the State of Maryland and having an address of P.O. Box 13043, Baltimore, MD 21203, on behalf of itself and its Affiliates (as defined below) (collectively, “GrayBug”), and Kala Pharmaceuticals, Inc., a corporation organized and existing under the laws of State of Delaware and having a place of business at 100 Beaver Street, Suite 201, Waltham, MA 02453, on behalf of itself and its Affiliates (collectively, “Kala”).
May 10, 2016 Dear Kim:Kala Pharmaceuticals, Inc. • June 23rd, 2017 • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement effective as of September 25, 2014 provided to you by Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”) in connection with the continuation of your employment with the Company.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”), is effective on January 10th 2017 (the “Effective Date”), by and between KALA PHARMACEUTICALS, INC., a Delaware corporation with a principal place of business at 100 Beaver St., #201, Waltham, Massachusetts 02453, USA (“Kala”) and CHEMO IBERICA SA, a Spanish company with a principal place of business at Gran Via Carlos III, 98, Planta 7, 08028, Barcelona (Spain) (“Supplier”).
