February 1, 2011 Dr. Jonathan Leff, M.D. Dear Jonathan:And Inventions Agreement • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California
SUBLEASE AGREEMENTSublease Agreement • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
This Sublease Agreement (“Sublease”) is made effective as of the first day of March, 2012, (the “Effective Date”) by and between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and COMPUGEN, INC.„ a Delaware corporation (“Subtenant”). Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, those certain premises situated in the City and County of San Francisco, State of California, consisting of approximately 4,410 square feet of space on the first floor in that certain building located at 260 East Grand Avenue, as more particularly set forth on Exhibit “A” hereto (the “Subleased Premises”).
LICENSE AGREEMENTLicense Agreement • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California
This License Agreement (“Agreement”) is entered into by and between KaloBios Pharmaceuticals, Inc. (“KaloBios”), with offices at 3427 Hillview Ave, Suite 200, Palo Alto, CA, and Novartis International Pharmaceutical Ltd. (“NIP”), having its principal place of business at Hamilton, Bermuda, on March 16, 2007 (“Effective Date”). NIP and its Affiliates shall be collectively referred to as “Novartis”. Accordingly, the Parties agree as follows:
FIRST AMENDMENT TO SUBLEASESublease • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT To SUBLEASE (“First Amendment”), dated August 1, 2011 for reference purposes only, is entered into by and between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and ALIOS BIOPHARMA, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
KALOBIOS PHARMACEUTICALS, INC. PALO ALTO, CA 94304 April 6, 2006Letter Agreement • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
This letter agreement supplements your offer letter dated January 8, 2004, from KaloBios Pharmaceuticals, Inc. (the “Company”). The Board of Directors appreciates your work and accomplishments. We would like your active and enthusiastic support to recruit a new CEO for the Company. While we fully expect that you would remain an important member of the Company’s management team after the new CEO arrives, we also want to alleviate your concerns about possible negative economic consequences.
KALOBIOS, INC. PALO ALTO, CA 94304 January 8, 2004And Inventions Agreement • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
SECOND AMENDMENT TO SUBLEASESecond Amendment • July 19th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO SUBLEASE (“Second Amendment”), dated December 13, 2011 for reference purposes only, is entered into by and between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and ALIOS BIOPHARMA, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
KALOBIOS PHARMACEUTICALS, INC.Kalobios Pharmaceuticals Inc • July 19th, 2012 • Pharmaceutical preparations
You and KaloBios Pharmaceuticals, Inc. (the “Company”) signed a letter agreement providing for benefits in connection with certain changes in control dated April 20, 2007 (the “Change in Control Letter”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Change in Control Letter is hereby amended as follows:
