KODIAK SCIENCES INC. 5,193,237 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementKodiak Sciences Inc. • November 18th, 2020 • Biological products, (no disgnostic substances) • New York
Kodiak Sciences 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 5,193,237 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 778,985 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”.
KODIAK SCIENCES INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ____________, and is between Kodiak Sciences Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
KODIAK SCIENCES INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • May 15th, 2023 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
KODIAK SCIENCES INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 15th, 2023 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between KODIAK SCIENCES INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
•] Shares KODIAK SCIENCES INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
KODIAK SCIENCES INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • May 15th, 2023 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Kodiak Sciences Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
KODIAK SCIENCES INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the Kodiak Sciences Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.
KODIAK SCIENCES INC. STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the Kodiak Sciences Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Option Agreement”).
CONVERTIBLE NOTE PURCHASE AND SECURITY AGREEMENTConvertible Note Purchase and Security Agreement • April 30th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
This Convertible Note Purchase and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 11, 2017 (the “ Effective Date”) by and among Kodiak Sciences Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, the purchasers from time to time party hereto (each a “Purchaser” and collectively, the “Purchasers”) and Baker Bros. Advisors LP, as agent and collateral agent for the Purchasers (in such capacity, the “Designated Agent”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 30th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
This Convertible Note Purchase Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 2, 2018 (the “Effective Date”) by and among Kodiak Sciences Inc., a Delaware corporation (the “Company”), and the purchasers from time to time party hereto (each a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 2.3, Baker Bros. Advisors LP.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made as of March 1, 2021 by and among Kodiak Sciences Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, an “Investor,” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
KODIAK SCIENCES INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2015, by and among KODIAK SCIENCES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company that has delivered a signature page hereto (the “Investors”).
CONVERTIBLE NOTEKodiak Sciences Inc. • September 7th, 2018 • Biological products, (no disgnostic substances) • New York
This Note (a) is one of the Notes referred to in the Convertible Note Purchase and Security Agreement (the “Note Purchase Agreement”) dated as of August [ ], 2017 by and among the Company, the Guarantors from time to time party hereto, the purchasers from time to time party hereto and Baker Bros. Advisors LP, as a agent and as collateral agent for the purchasers and (b) is subject to the provisions of the Note Purchase Agreement. This Note is convertible as provided in the Note Purchase Agreement. This Note is secured and guaranteed as provided in the Note Purchase Agreement and the Note Documents. Reference is hereby made to the Note Purchase Agreement and the Note Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.
ContractKodiak Sciences Inc. • April 30th, 2018 • Biological products, (no disgnostic substances) • New York
This instrument and the indebtedness, rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the “Subordination Agreement”), dated as of February 2, 2018, by and among the Subordinated Creditors identified therein, the Company and the Senior Creditors identified therein, to certain indebtedness, rights and obligations of the Company, and all liens and security interests of the Senior Creditors securing the same, all as described in the Subordination Agreement, and each holder and transferee of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
SUBLEASE BY AND BETWEEN 1050 Page Mill Road Property, LLC, a Delaware limited liability company as Landlord and Kodiak Sciences Inc., a Delaware corporation as Tenant June 19, 2020Non-Disturbance and Attornment Agreement • August 10th, 2020 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
THIS SUBLEASE, defined as the “Lease” herein and dated June 19, 2020 for reference purposes only, is made by and between 1050 Page Mill Road Property, LLC, a Delaware limited liability company (“Landlord”) and Kodiak Sciences Inc., a Delaware corporation [Nasdaq: KOD] (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
FUNDING AGREEMENT BY AND BETWEEN KODIAK SCIENCES INC., KODIAK SCIENCES GMBH AND BAKER BROS. ADVISORS, LP DATED AS OF DECEMBER 1, 2019Funding Agreement • December 2nd, 2019 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • New York
THIS FUNDING AGREEMENT, dated as of December 1st, 2019, (this “Agreement”), is made and entered into by and between BAKER BROS. ADVISORS, LP, a Delaware limited partnership on behalf of an Affiliate Assignee as permitted hereunder (the “Buyer”), and KODIAK SCIENCES INC., a Delaware corporation (“Kodiak Inc.”) together with its Subsidiary KODIAK SCIENCES GMBH, a Swiss corporation (“Kodiak GmbH”, and with Kodiak Inc., the “Sellers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2018 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
SUBLEASE BY AND BETWEEN as Landlord and Kodiak Sciences Inc., a Delaware corporation as Tenant June 19, 2020By And • August 10th, 2020 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances) • California
ContractAgreement • July 23rd, 2021 • Kodiak Sciences Inc. • Biological products, (no disgnostic substances)
THIS AGREEMENT, dated July 22, 2021 is made and entered into by and between Edison ICAV, an Irish Collective Investment Asset-management Vehicle, acting for and on behalf of its sub-fund, the Essex Fund, as assignee of Baker Bros. Advisors, LP, a Delaware limited partnership (the “Buyer”), and Kodiak Sciences Inc., a Delaware corporation (“Kodiak”) together with its Subsidiary Kodiak Sciences GmbH, a Swiss corporation (“Kodiak GmbH”, and with Kodiak, the “Sellers”) and relates to a Funding Agreement dated December 1, 2019 (the “Funding Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Funding Agreement.
