INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2012, is made by and between KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CONFIDENTIAL TREATMENT REQUESTED DEVELOPMENT, COMMERCIALIZATION COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • New York
This DEVELOPMENT, COMMERCIALIZATION COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into on January 8, 2010 (the “Effective Date”) between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 260 East Grand Avenue, South San Francisco, California, U.S.A. 94080 (“KaloBios”), and SANOFI PASTEUR S.A., a company organized and existing under the laws of the Republic of France, having offices located at 2, avenue Pont Pasteur, 69007 Lyon, France (“Sanofi”). KaloBios and Sanofi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • California
THIS DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), is made effective as of May 11, 2004 (the “Effective Date”), by and between the LUDWIG INSTITUTE FOR CANCER RESEARCH, a Swiss not-for-profit corporation with its registered office at Stadelhoferstrasse 22, 8001 Zurich, Switzerland and having an office at 605 Third Avenue, 33rd Floor, New York, NY 10158, USA (“LICR”), and KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“KaloBios”), having an address at 3427 Hillview Avenue, Palo Alto, CA 94304, USA. KaloBios and LICR may be referred to herein individually as a “Party” and collectively as “Parties.”
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • California
This License Agreement (the “Agreement”), is made effective as of April 7, 2006 (the “Effective Date”), by and between the Ludwig Institute for Cancer Research, a Swiss not-for-profit corporation with its registered office at Stadelhoferstrasse 22, 8001 Zurich, Switzerland and having an office at 605 Third Avenue, 33rd Floor, New York, NY 10158, USA (“LICR”), and KaloBios Pharmaceuticals, Inc., a Delaware corporation (“KaloBios”), having an address at 3427 Hillview Avenue, Suite 200, Palo Alto, CA 94304, USA. KaloBios and LICR may be referred to herein individually as a “Party” and collectively as “Parties.”
CONFIDENTIAL TREATMENT REQUESTED KALOBIOS PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MAY 2, 2012Rights Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of May 2, 2012, by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
CONFIDENTIAL TREATMENT REQUESTED NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • New York
THIS NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”), effective as of October 15, 2010 (the “Effective Date”), is entered into by and between BioWa, Inc., a Delaware corporation, with a principal place of business at 212 Carnegie Center, Suite 101, Princeton, New Jersey 08540, USA (“BioWa”), Lonza Sales AG, a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (“Lonza) (together “the Licensor”) and Kalobios Pharmaceuticals, Inc., of 260 E. Grand Ave., South San Francisco, CA 94080, USA (“Licensee”). Lonza, BioWa, Licensor or Licensee may hereafter be referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (the “Voting Agreement”) is made and entered into as of May 2, 2012, by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”), Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”), Series C Preferred Stock (the “Series C Preferred Stock”), Series D Preferred Stock (the “Series D Preferred Stock”) and Series E Preferred Stock (the “Series E Preferred Stock”, and collectively with the Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the “Preferred Stock”) as listed on the Schedule of Investors attached as Exhibit A hereto (individually, an “Investor” and collectively, the “Investors”), and certain holders of Common Stock of the Company (individually, a “Common Holder” and col
CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • June 12th, 2012 • Kalobios Pharmaceuticals Inc • California
This AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of May 2, 2012 by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David Pritchard, Geoffrey Yarranton, Dan Shochat, 5AM Ventures LLC, and 5AM Co-Investors LLC (each a “Key Common Holder” and together the “Key Common Holders”) and the parties listed on Exhibit A (the “Purchasers”) who are holders of the Company’s Series A Preferred Stock (the “Series A Stock”), the Company’s Series B-1 Preferred Stock (the “Series B-1 Stock”), the Company’s Series B-2 Preferred Stock (the “Series B-2 Stock”), the Company’s Series C Preferred Stock (the “Series C Stock”), the Company’s Series D Preferred Stock (the “Series D Stock”) and/or the Company’s Series E Preferred Stock (the “Series E Stock” and, together with the Series A Stock, the Series B-1 Stock the Series B-2 Stock, the Series C Stock and the Series D Stock, the “Preferred Shares”).
