Baker Bros. Advisors Lp Sample Contracts

PROCEEDS AGREEMENT
Proceeds Agreement • May 24th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations

WHEREAS, the Agent, in his capacity as a director of ACADIA Pharmaceuticals Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 12,500 shares of the Company common stock (the “Stock”) according to the below Schedule A;

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AGREEMENT
Agreement • February 14th, 2014 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Halozyme Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2019 • Baker Bros. Advisors Lp • Pharmaceutical preparations • New York

This subscription agreement (this “Subscription Agreement”) is made as of January 28, 2019, by and among the Investors identified on the signature pages hereto (“Investors”), and Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company (the “Company”), and the parties hereto agree as follows:

LOCK-UP AGREEMENT
Lock-Up Agreement • July 19th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”) and Neurogene Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of July 17, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

Selling Shareholder Lock-Up Agreement December 1, 2020
Baker Bros. Advisors Lp • December 4th, 2020 • Pharmaceutical preparations

The undersigned understands that you, as representative (the “Representative”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with BeiGene, Ltd., a Cayman Islands exempted company (the “Company”), and certain holders (the “Selling Shareholders”) of the Company’s American Depositary Shares (the “ADSs”) representing ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), providing for a public offering (the “Public Offering”) of ADSs by the Selling Shareholders, pursuant to a Registration Statement on Form S-3 (File No. 333-238182) (the “Registration Statement”) and a Registration Statement on Form F-6 (File No. 333-209044) filed with the U.S. Securities and Exchange Commission (the “SEC”).

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 7th, 2015 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances) • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Alexion Pharmaceuticals, Inc. a Delaware corporation (“Parent”), Pulsar Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

AGREEMENT
Agreement • June 10th, 2014 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Avanir Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023, by and among Prelude Therapeutics Incorporated, a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

AGREEMENT
Agreement • April 10th, 2014 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Aquinox Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

FORM OF LOCK-UP AGREEMENT
Baker Bros. Advisors Lp • January 29th, 2021 • Pharmaceutical preparations • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • May 20th, 2021 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (and any amendments thereto) need be filed with respect to the beneficial ownership by each of the undersigned of securities of Immunocore Holdings plc.

PROCEEDS AGREEMENT
Proceeds Agreement • February 28th, 2019 • Baker Bros. Advisors Lp • Services-medical laboratories • New York

WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common stock (the “Stock”) according to the below Schedule A;

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2016 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of ImmunoGen, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

AGREEMENT
Agreement • February 5th, 2021 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Shares of Zymeworks Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 31st, 2013 • Baker Bros. Advisors Lp • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the shares of common stock of MEI Pharma, Inc..

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2016 • Baker Bros. Advisors Lp • Medicinal chemicals & botanical products

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Ordinary Shares of Foamix Pharmaceuticals Ltd. is being filed with the Securities and Exchange Commission on behalf of each of them.

AGREEMENT
Agreement • February 14th, 2022 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Global Blood Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

AGREEMENT
Agreement • February 12th, 2015 • Baker Bros. Advisors Lp • Services-medical laboratories

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Invitae Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP
Loan Agreement • May 18th, 2021 • Baker Bros. Advisors Lp • Services-commercial physical & biological research • New York

For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date (as defined below) at a rate of 2.16% annually.

JOING FILING AGREEMENT
Joing Filing Agreement • September 6th, 2019 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Idera Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 24th, 2015 • Baker Bros. Advisors Lp • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Bellicum Pharmaceuticals, Inc.

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AGREEMENT
Agreement • August 12th, 2013 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Repros Therapeutics Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

AGREEMENT
Agreement • February 16th, 2021 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G (including additional amendments thereto) relating to the Ordinary Shares of Immunocore Holdings plc is being filed with the Securities and Exchange Commission on behalf of each of them.

Kodiak Letterhead]
Baker Bros. Advisors Lp • December 6th, 2019 • Biological products, (no disgnostic substances)

This letter will confirm our agreement that, subject in all cases to compliance with applicable securities laws and regulations, and subject to and in consideration of the funding agreed to be provided by Baker Bros. Advisors, LP (together with its affiliates and subsidiaries, “BBA”) to Kodiak Sciences Inc. (the “Company”) pursuant to that certain Funding Agreement, dated December 1, 2019, by and between BBA and the Company, in the event the Company intends, on or before June 30, 2020, to:

AGREEMENT
Agreement • February 14th, 2020 • Baker Bros. Advisors Lp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Shares of InflaRx N.V. is being filed with the Securities and Exchange Commission on behalf of each of them.

PROCEEDS AGREEMENT
Proceeds Agreement • March 15th, 2023 • Baker Bros. Advisors Lp • Services-commercial physical & biological research

WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the “Company”), received non-transferable options (the “Options”) to purchase 20,000 shares of the Company common stock (the “Stock”) according to the below Schedule A;

AGREEMENT
Agreement • February 14th, 2023 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Kymera Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., and Baker Bros. Advisors LP
Loan Agreement • May 1st, 2019 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances) • New York

For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date at a rate of 2.89% annually.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 31st, 2018 • Baker Bros. Advisors Lp • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the beneficial ownership by each of the undersigned of securities of Kiniksa Pharmaceuticals, Ltd.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 17th, 2013 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Seattle Genetics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP
Loan Agreement • February 27th, 2019 • Baker Bros. Advisors Lp • Services-commercial physical & biological research • New York

For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date at a rate of 2.91% annually.

AGREEMENT
Agreement • February 14th, 2022 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Surrozen, Inc.is being filed with the Securities and Exchange Commission on behalf of each of them.

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., and Baker Bros. Advisors LP
Loan Agreement • May 3rd, 2023 • Baker Bros. Advisors Lp • Biological products, (no disgnostic substances) • New York

For value received, Baker Bros. Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date at a rate of 3.72% annually.

JOINT FILING AGREEMENT
Joint Filing Agreement • April 18th, 2024 • Baker Bros. Advisors Lp • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the Ordinary Shares of Bicycle Therapeutics plc

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