a Delaware corporation) 5,200,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
AUDENTES THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 29th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Audentes Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 11th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement, dated as of , 2016 is made by and between Audentes Therapeutics, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
ContractWarrant Agreement • March 13th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 2, 2019 AMONG ASTELLAS PHARMA INC., ASILOMAR ACQUISITION CORP. AND AUDENTES THERAPEUTICS, INC.Agreement and Plan of Merger • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2019, among ASTELLAS PHARMA INC., a company organized under the laws of Japan (“Parent”), ASILOMAR ACQUISITION CORP., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and AUDENTES THERAPEUTICS, INC., a Delaware corporation (the “Company”).
BRITANNIA GATEWAY BUSINESS PARK LEASELease • August 10th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and AUDENTES THERAPEUTICS, INC., a Delaware corporation ("Tenant").
AUDENTES THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2015 by and among Audentes 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,” any subsequent investor that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
OFFICE LEASE BY AND BETWEEN a California limited partnership AS LANDLORD AND AUDENTES THERAPEUTICS, INC., a Delaware corporation AS TENANT PREMISES: San Francisco, CaliforniaOffice Lease • March 9th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS OFFICE LEASE (this “Lease”) is made as of the 17th day of October, 2013, by and between 101 Montgomery Street Co., a California limited partnership (“Landlord”), and Audentes Therapeutics, Inc., a Delaware Corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of November 3, 2015 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9712 Medical Center Drive, Suite 100, Rockville, MD 20850 (“Licensor”), and Audentes Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 101 Montgomery Street, Suite 2650, San Francisco, California, 94104 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
NET COMMERCIAL LEASENet Commercial Lease • November 7th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
Pursuant to Section 4.B of the lease (the “Lease”) for the premises (the “Premises”) at the Property, between JCN Partners (“Lessor”) and Audentes Therapeutics (“Audentes”), as tenant, dated August _, 2018, Audentes must request a written determination by the City of South San Francisco Planning Division regarding the zoning of the Property (a “Zoning Verification Letter”) not more than twelve (12) months or less than nine (9) months prior to the expiration of the term of the Lease. As such, Audentes hereby requests that a Zoning Verification Letter (or its equivalent) be issued that confirms that the Premises can be reconverted to its originally designated use of Industrial Use (as defined below), including, wholesale, warehouse and distribution under the City’s current zoning ordinance following the termination of the Lease. Below is a background summary that should assist you in issuing the Zoning Verification Letter:
November 30, 2019 Eric B. Mosbrooker Re: RETENTION AGREEMENT Dear Eric:Retention Agreement • December 16th, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
As you know, Astellas Pharma Inc. (“Parent”), through a subsidiary, intends to acquire Audentes Therapeutics, Inc. (the “Company”) pursuant to an Agreement and Plan of Merger among Parent, the Company and the other parties thereto (the “Merger Agreement”). We believe that your continued engagement during a retention period (the “Retention Period”) following the consummation of the transaction contemplated by the Merger Agreement (the “Merger”) is essential to ensuring that the enterprise is a success. Accordingly, the Company wishes to amend the Executive Employment Agreement between you and the Company, dated as of January 3, 2019 (as amended by this letter, your “Employment Agreement”) as provided in this letter (this “Letter”). This Letter shall become effective as of the consummation of the Merger (the “Closing”) and is conditioned on the occurrence of the Closing. Capitalized terms used but not defined in this Letter have the meanings set forth in the Employment Agreement.
SUBLEASECommercial Lease • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Lease dated May 22, 1997, for reference purposes only, is by and between JOHN C. NICKEL (“Lessor”) and ATHENA NEUROSCIENCES, INC., a Delaware corporation (“Lessee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into between Audentes Therapeutics, Inc. (the “Company”) and Natalie Holles (the “Executive”). This Agreement is effective as of September ___, 2018 (the “Effective Date”). This Agreement supersedes and replaces in its entirety the Executive Employment Agreements dated February 14, 2018 and July 21, 2015 between Executive and the Company.
OFFICE LEASEOffice Lease • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
NET COMMERCIAL LEASECommercial Lease • March 13th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Lease dated January 7, 2017, for reference purposes only, is by and between 546 ECCLES AVENUE, A CALIFORNIA LIMITED PARTNERSHIP (“Lessor”) and Audentes Therapeutics, Inc., a Delaware corporation (“Lessee”).
LICENSE AGREEMENTLicense Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of November 3, 2015 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9712 Medical Center Drive, Suite 100, Rockville, MD 20850 (“Licensor”), and Audentes Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 101 Montgomery Street, Suite 2650, San Francisco, California, 94104 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 7, 2017 and is entered into by and between AUDENTES THERAPEUTICS, INC., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
LICENSE AGREEMENTLicense Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement (“Agreement”) is made as of September 26, 2014 (the “Effective Date”) by and between the Fondazione Salvatore Maugeri, an organization established under the laws of Italy (“FSM”), and Cardiogen Sciences, Inc., a Delaware corporation (“Cardiogen”). Each of FSM and Cardiogen are referred to herein as “Party” and together as the “Parties.”
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • June 16th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) dated as of May 3, 2016 (the “Effective Date”), is entered into between The Trustees of the University of Pennsylvania (“Licensor” or “Penn”), and Audentes Therapeutics, Inc., a Delaware corporation (“Company”), having a place of business located at 101 Montgomery Street, Suite 2650, San Francisco, CA 94104, USA, each a “Party” and collectively “Parties”.
LICENSE AGREEMENTLicense Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of July 9th, 2013 (“Effective Date”) by and between ReGenX Biosciences, LLC (formerly known as ReGenX, LLC), a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), and Audentes Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at [*] San Francisco, California, 94115 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
COLLABORATIVE DEVELOPMENT AGREEMENT No. 013135-1MTUB-00Sublicense Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • England and Wales
This COLLABORATIVE DEVELOPMENT AGREEMENT (the “Agreement”), effective as of January 24, 2014 (the “Effective Date”), is made by and between Audentes Therapeutics, Inc., a Delaware corporation, having a place of business at 101 Montgomery Street, Suite 2650, San Francisco, CA 94104, USA (“Audentes”) and Genethon, a French not-for-profit organization organised under the French law of July 1, 1901, having a principal place of business at 1bis rue de l’Internationale, 91002 EVRY Cedex, France (“Genethon”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 11th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into between Audentes Therapeutics, Inc. (“Company”) and John Gray (“Employee”). This Agreement is effective as of December 18, 2015 (“Effective Date”).
EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Agreement No: A13169Exclusive License Agreement • January 4th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Florida
This Agreement is effective as of July 28, 2015 (the “Effective Date”) between the University of Florida Research Foundation, Incorporated (hereinafter called “UFRF”), a nonstock, nonprofit Florida corporation, and Audentes Therapeutics, Inc. (hereinafter called “Licensee”), a Delaware corporation having a principal address at 101 Montgomery Street, Suite 2650, San Francisco, CA 94104.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into between Audentes Therapeutics, Inc. (the “Company”) and (the “Executive”). This Agreement is effective as of , 20 (the “Effective Date”). [This Agreement supersedes and replaces in its entirety the dated , between Executive and the Company.]1
FIRST AMENDMENT TO NET COMMERCIAL LEASECommercial Lease • November 7th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Net Commercial Lease (this “Amendment”) dated September 30, 2018, for reference purposes only, is by and between JCN PARTNERS, a California limited partnership (“Lessor”), and AUDENTES THERAPEUTICS, INC., a Delaware corporation (“Lessee”), with reference to the following facts:
THIRD AMENDMENT TO EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTAudentes Therapeutics, Inc. • August 10th, 2017 • Biological products, (no disgnostic substances)
This THIRD AMENDMENT (“Third Amendment”) is entered into as of July 14, 2017 (the “Third Amendment Effective Date”) by and between Audentes Therapeutics Inc., having its principal offices at 600 California Street, 17th Floor, San Francisco, CA 94108 (“Audentes”), and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6228 (“Penn”). Audentes and Penn are referred to collectively as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 13th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
*The Original Premises Base Rent for the first three (3) months of the Initial Lease Term following the Commencement Date (February 18, 2016 through May l7, 2016) shall be abated but shall become immediately due and payable if at any time during the Initial Lease Term, there is an uncured Event of Default by Tenant as described below.
Re: RETENTION AGREEMENTRetention Agreement • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
As you know, Astellas Pharma Inc. (“Parent”), through a subsidiary, intends to acquire Audentes Therapeutics, Inc. (the “Company”) pursuant to an Agreement and Plan of Merger among Parent, the Company and the other parties thereto (the “Merger Agreement”). We believe that your continued engagement during a retention period (the “Retention Period”) following the consummation of the transaction contemplated by the Merger Agreement (the “Merger”) is essential to ensuring that the enterprise is a success. Accordingly, the Company wishes to amend the Executive Employment Agreement between you and the Company, dated as of March 9, 2018 (as amended by this letter, your “Employment Agreement”) as provided in this letter (this “Letter”). This Letter shall become effective as of the consummation of the Merger (the “Closing”) and is conditioned on the occurrence of the Closing. Capitalized terms used but not defined in this Letter have the meanings set forth in the Employment Agreement.
CONSENT TO SUBLEASE AGREEMENTLease • June 16th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS CONSENT TO SUBLEASE AGREEMENT (this “Agreement”) is made as of April 21, 2016, by and among BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), SOLAZYME, INC., a Delaware corporation (“Tenant”), and AUDENTES THERAPEUTICS, INC., a Delaware corporation (“Subtenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 11th, 2016 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into between Audentes Therapeutics, Inc. (“Company”) and Matthew Patterson (“Employee”). This Agreement is effective as of July 16, 2013 (“Effective Date”).
FIRST AMENDMENT TO License AgreementLicense Agreement • March 9th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO LICENSE AGREEMENT (“First Amendment”) is entered into as of November 3, 2017 (“First Amendment Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Audentes Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 600 California Street, 17th Floor, San Francisco, California, 94108 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Audentes Letterhead]Letter Agreement • August 7th, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This letter agreement (this “Agreement”) confirms the agreement between you and Audentes Therapeutics, Inc. (the “Company”) concerning the terms of your separation from the Company and offers you the separation compensation specified herein in exchange for your general release of claims, covenant not to sue and other promises set forth herein.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTPlan • March 13th, 2017 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT (“First Amendment”) is entered into as of December 21, 2016 (the “First Amendment Effective Date”) by and between Audentes Therapeutics Inc., having its principal offices at 600 California Street, 17th Floor, San Francisco, CA 94108 (“Licensor”), and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6228 (“Institution”). Licensor and Institution are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
JOINT FILING AGREEMENTJoint Filing Agreement • October 31st, 2022 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
FOURTH AMENDMENT TO EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTFourth Amendment • March 9th, 2018 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances)
This FOURTH AMENDMENT (“Fourth Amendment”) is entered into as of December 20th, 2017 (the “Fourth Amendment Effective Date”) by and between Audentes Therapeutics Inc., having its principal offices at 600 California Street, 17th Floor, San Francisco, CA 94108 (“Audentes”), and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6228 (“Penn”). Audentes and Penn are referred to collectively as the “Parties” and individually as a “Party.”
