Carbylan Therapeutics, Inc. Sample Contracts

CARBYLAN THERAPEUTICS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 23rd, 2015 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • New York
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5,500,000 Shares of Common Stock ($0.001 par value per share) KalVista Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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KalVista Pharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • May 21st, 2021 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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Contract
Warrant Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARBYLAN BIOSURGERY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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INDEMNITY AGREEMENT
Indemnity Agreement • November 23rd, 2016 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Indemnity Agreement, dated as of , 2016 is made by and between KalVista Pharmaceuticals, 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”).

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Contract
Warrant Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDEIR 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, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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KALVISTA PHARMACEUTICALS, INC. COMMON STOCK (par value $0.001 per share) AT- THE-MARKET SALES AGREEMENT
At-the-Market Sales Agreement • July 13th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:

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7,016,312 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 3,483,688 Shares of Common Stock ($0.001 par value per share) KalVista Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 16th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2014, by and between Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).

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Re: Amended and Restated Employment Agreement
Employment Agreement • April 18th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

This letter (the “Agreement”) contains the revised terms of your employment with Carbylan Therapeutics, Inc. (the “Company”), effective as of April 15, 2016 (the “Effective Date”). This Agreement amends and restates in its entirety that certain employment agreement between you and the Company dated as of July 27, 2015 (the “Prior Agreement”).

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LEASE AGREEMENT BY AND BETWEEN OS 990 CORPORATE CENTER ASSOCIATES LLC, a Delaware limited liability company, AS LANDLORD, AND KALVISTA PHARMACEUTICALS, INC., a Delaware corporation, AS TENANT Fifth (5ᵗʰ) and First (1ˢᵗ) Floors Framingham, Massachusetts
Lease Agreement • September 5th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Lease Agreement (“Lease”) is made and entered into as of July 16, 2024 (“Effective Date”), by and between OS 990 CORPORATE CENTER ASSOCIATES LLC, a Delaware limited liability company (“Landlord”), and KALVISTA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 4, 2024, by and among KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 11th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Executive Employment Agreement (“Agreement”) is made and entered into on this 7th day of March, 2024 by and between KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Benjamin L. Palleiko (hereinafter, the “Executive”).

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LEASE by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership and CARBYLAN THERAPEUTICS, INC., a Delaware corporation
Lease Agreement • July 14th, 2015 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS LEASE (this “Lease”) is entered into as of this 13th day of July, 2015 (the “Execution Date”), by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and CARBYLAN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

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CARBYLAN THERAPEUTICS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 6th, 2015 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

THE INDEBTEDNESS AND SECURITIES EVIDENCED HEREBY ARE SUBORDINATED TO THE INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 26, 2011 BETWEEN SILICON VALLEY BANK AND THE COMPANY, AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND OTHER INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY TO OTHER BANKS OR FINANCIAL INSTITUTIONS AS MAY BE APPROVED BY THE COMPANY’S BOARD OF DIRECTORS.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 21, 2012, is made by and among Carbylan Biosurgery, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (as herein defined) listed on Exhibit A attached hereto, and the holders of the Company’s Series B Preferred Stock (as herein defined) listed on Exhibit A attached hereto.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 10th, 2024 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Executive Employment Agreement (“Agreement”) is made and entered into on this 9th day of September, 2024 by and between KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Paul K. Audhya, MD (hereinafter, the “Executive”).

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COMMERCIAL LEASE
Commercial Lease • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

THIS LEASE is entered into as of January 26, 2012 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord’’), and CARBYLAN BIOSURGERY, INC, a Delaware corporation (“Tenant”), in the following factual context:

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of December, 2013 (the “Third Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.

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CARBYLAN BIOSURGERY, INC. GEORGE Y. DANILOFF EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

This Agreement is entered into effective as of December 16, 2005 (the “Effective Date”) by and between Carbylan Biosurgery, Inc., a Delaware corporation, (f.k.a. Sentrx Surgical, Inc.) (the “Company”), and George Y. Daniloff (“Executive”).

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SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]
Warrant to Purchase Stock • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”) is deemed effective as of February 12th, 2013, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • August 1st, 2018 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the SHARES are maintained to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the SHARES.

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 25th day of September, 2014 (the “Fourth Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Therapeutics, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.

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FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK [October 26, 2011 Warrant]
Warrant to Purchase Stock • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Amendment”’) is deemed effective as of July 27, 2012, by and between SVB FINANCIAL GROUP (“SVB Financial Group” or “Holder”) and CARBYLAN BIOSURGERY, INC., a Delaware corporation (the “Company”).

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TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Technology License Agreement is made and entered into this 15th day of November, 2012 (the “Effective Date”), by and between Carbylan Biosurgery, Inc., a Delaware corporation, having its principal place of business at 3181 Porter Drive, Palo Alto, California, 94304 (hereinafter, “Carbylan”) and Shanghai Jingfeng Pharmaceutical Co., Ltd., a Chinese limited liability company having its principal place of business at No. 50, Luoxin Road, Baoshan District, Shanghai, PRC, 201908 (hereinafter, “Jingfeng” or “Licensee”).

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EXECUTIVE EMPLOYMENT AGREEMENT for David Renzi
Executive Employment Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

This Executive Employment Agreement (the “Agreement”) is made between Carbylan BioSurgery, Inc. (the “Company”) and David Renzi (‘‘Executive”)(collectively, the ‘‘Parties”).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of February, 2013 (the “Second Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.

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Form of Lock-up Agreement
Lock-Up Agreement • June 15th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
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SEPARATION AGREEMENT
Separation Agreement • July 27th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Separation Agreement (the “Agreement”) by and between Ms. Marcee Maroney (“Executive”) and KalVista Pharmaceuticals, Inc., formerly known as Carbylan Therapeutics, Inc., (the “Company”) is made effective eight (8) days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his or her acceptance of this Agreement as provided in Section 5(c) below. Any reference to the Company throughout this Agreement shall include the Company, its subsidiaries and any successors thereto.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2014 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 27nd day of July, 2012 (the “First Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Carbylan Biosurgery, Inc., a Delaware corporation (“Borrower”) whose address is 3181 Porter Drive, Palo Alto, CA 94304.

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Re: Amended and Restated Employment Agreement
Employment Agreement • July 27th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations

This letter (the “Agreement”) contains the revised terms of your employment with Carbylan Therapeutics, Inc. (the “Company”), effective as of April 15, 2016 (the “Effective Date”). This Agreement amends and restates in its entirety that certain employment agreement between you and the Company dated as of July 27, 2015 (the “Prior Agreement”).

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VOTING AGREEMENT
Voting Agreement • December 14th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Voting Agreement (this “Agreement”) is made and entered into as of October 6, 2017 by and among KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Merck Sharp & Dohme Corp., a New Jersey Corporation (the “Investor” and, together with the Company, the “Parties”). Capitalized terms contained and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement (defined below).

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OFFICE LEASE AGREEMENT 55 CAMBRIDGE PARKWAY CAMBRIDGE, MA by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, as Landlord
Office Lease Agreement • July 27th, 2017 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS OFFICE LEASE AGREEMENT, dated as of May 30, 2017, is made and entered into by 55 Cambridge Parkway, LLC, a Delaware limited liability company (the “Landlord”) and Kalvista Pharmaceuticals, Inc. a Delaware corporation (the “Tenant”). In consideration of the mutual promises and representations set forth in this Lease, Landlord and Tenant agree as follows:

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SUPPORT AGREEMENT
Support Agreement • June 15th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of June 15, 2016, is by and among KalVista Pharmaceuticals Ltd., a private company limited by shares incorporated and registered in England and Wales with number 07543947 and whose registered address is at Building 227 Tetricus Science Park, Porton Down, Salisbury, Wiltshire, SP4 0JQ (the “Company”), and the equityholders of Carbylan Therapeutics, Inc., a Delaware corporation (“Carnivale”), set forth on Schedule A hereto (each, an “Equityholder” and collectively, the “Equityholders”).

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