REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2015 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2015 between KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2019 • Humanigen, Inc • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 8, 2019, by and between HUMANIGEN, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
HUMANIGEN, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 31st, 2020 • Humanigen, Inc • Pharmaceutical preparations • New York
Humanigen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ContractKalobios Pharmaceuticals Inc • December 9th, 2015 • Pharmaceutical preparations • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PURCHASE AGREEMENTPurchase Agreement • November 12th, 2019 • Humanigen, Inc • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2019, by and between HUMANIGEN, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • March 10th, 2021 • Humanigen, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _____________, 2020, is made by and between Humanigen, Inc., a Delaware corporation (the “Company”), and [Name of Individual] (“Indemnitee”).
KaloBios Pharmaceuticals, Inc. [ ] Shares Common Stock ($0.001 par value) Underwriting AgreementKalobios Pharmaceuticals Inc • January 15th, 2013 • Pharmaceutical preparations • New York
KaloBios Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, [ ] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the context requ
HUMANIGEN, INC. 5,000,000 Shares of common stock, par value $0.001 per share Underwriting AgreementLetter Agreement • April 2nd, 2021 • Humanigen, Inc • Pharmaceutical preparations • New York
Humanigen, 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 5,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 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”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2015 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2015, between KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2021 • Humanigen, Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 10, 2021 and is entered into by and among HUMANIGEN, INC., a Delaware corporation, and each of the 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 the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
KALOBIOS PHARMACEUTICALS, INC. Common Stock (par value $0.001 per share) At- the-Market Issuance Sales AgreementSales Agreement • September 3rd, 2013 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York
KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2017 • Humanigen, Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2017, is by and between Humanigen, Inc., a Delaware corporation (the “Company”), and Aperture Healthcare Ventures Ltd., a corporation organized and existing under the laws of Ontario, Canada (the “Investor”).
COMMON STOCK PURCHASE AGREEMENT Dated as of August 23, 2017 by and between HUMANIGEN, INC. and APERTURE HEALTHCARE VENTURES LTD.Common Stock Purchase Agreement • August 25th, 2017 • Humanigen, Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2017, is by and between Humanigen, Inc., a Delaware corporation (the “Company”), and Aperture Healthcare Ventures Ltd., a corporation organized and existing under the laws of Ontario, Canada (the “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 7th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2012 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2014 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (“Agreement”) is entered this 28th day of April, 2014 by and between KaloBios Pharmaceuticals, Inc., a Delaware corporation with an address of 260 E. Grand Avenue, South San Francisco, California 94080 (the “Company”) and David W. Pritchard (“you”), having an address of with such Agreement to be effective as of the date written above.
CONFIDENTIAL TREATMENT REQUESTED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 7th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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.”
ContractKalobios Pharmaceuticals Inc • September 7th, 2012 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractEmployment Agreement • April 25th, 2023 • Humanigen, Inc • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (“Agreement”), is dated as of August 24, 2020 (the “Effective Date”), by and between Humanigen, Inc., a Delaware corporation with offices at 533 Airport Blvd, Suite 400, Burlingame, CA 94010 (the “Corporation”), and Edward P. Jordan, an individual (“Executive”). The Parties to this Agreement are the Corporation and Executive, referred to individually as the “Party.”
April 23, 2012 Jeffrey H. Cooper Dear Jeff:And Inventions Agreement • August 7th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California
TERMINATION AGREEMENTTermination Agreement • May 11th, 2015 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Termin CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.ation Agreement (the “Termination Agreement”) is made effective as of July 24, 2014 (the “Termination Agreement Effective Date”) between KaloBios Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 442 Littlefield Ave., 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.”
DEVELOPMENT, COMMERCIALIZATION COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York
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”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • August 7th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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.”
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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
LICENSE AGREEMENTLicense Agreement • August 7th, 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:
ContractEmployment Agreement • May 8th, 2018 • Humanigen, Inc • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENT (“Agreement”), as of March 1, 2018, by and between Humanigen, Inc., a Delaware corporation with offices at 1000 Marina Blvd, Suite 250, Brisbane, CA 94005 (the “Corporation”), and Jon G. Jester, an individual (“Executive”).
LEASE BRITANNIA LIFE SCIENCE CENTER BAYSIDE ACQUISITION, LLC,, a Delaware limited liability company as Landlord, and KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation, as Tenant.Lease • March 13th, 2014 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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 BAYSIDE ACQUISITION, LLC, a Delaware limited liability company (“Landlord”), and KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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.”
CLINICAL COLLABORATION AGREEMENT BY AND BETWEEN HUMANIGEN, INC. AND KITE PHARMA, INC.Clinical Collaboration Agreement • August 13th, 2019 • Humanigen, Inc • Pharmaceutical preparations • California
This Clinical Collaboration Agreement (“Agreement”) is made and entered into, effective as of May 30, 2019 (“Effective Date”), by and between Humanigen, Inc., a Delaware corporation, having a principal place of business at 533 Airport Boulevard, Suite 400, Burlingame, CA 94010 (“Humanigen”) and Kite Pharma, Inc., a Delaware corporation, having a place of business at 2400 Broadway, Santa Monica, CA 90404 (“Kite”). Humanigen and Kite are each referred to herein individually as a “Party” and collectively as the “Parties.”
ContractEmployment Agreement • November 6th, 2018 • Humanigen, Inc • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENT (“Agreement”), as of August 22, 2018, by and between Humanigen, Inc., a Delaware corporation with offices at 533 Airport Blvd, Suite 400, Burlingame, CA 94010 (the “Corporation”), and Jon G. Jester, an individual (“Executive”).
CONFIDENTIAL TREATMENT REQUESTED SUPPLY AGREEMENTSupply Agreement • October 5th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
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 (hereinafter referred to as “KaloBios”)
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.”
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTCo-Sale Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • 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”).
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:
FIRST AMENDMENT TO LEASELease • November 12th, 2013 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 3rd day of June, 2013, by and between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
