CHINOOK THERAPEUTICS, INC. (a Delaware corporation) 6,428,572 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,071,428 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2022 • Chinook Therapeutics, Inc. • Pharmaceutical preparations • New York
ADURO BIOTECH, INC., Issuer AND [TRUSTEE], Trustee FORM OF INDENTURE Dated as of [●], 20 Debt SecuritiesIndenture • May 2nd, 2016 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Aduro BioTech, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADURO BIOTECH, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [•], 20Preferred Stock Warrant Agreement • August 2nd, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ADURO BIOTECH, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ADURO BIOTECH, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [•], 20Common Stock Warrant Agreement • August 2nd, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ADURO BIOTECH, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ADURO BIOTECH, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [•], 20Warrant Agreement • August 2nd, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ADURO BIOTECH, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ADURO BIOTECH, INC. cOMMON STOCK SALES AGREEMENTSales Agreement • August 2nd, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 2020 is made by and between Chinook 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”).
ADURO BIOTECH, INC. $100,000,000 cOMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • May 2nd, 2016 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ADURO BIOTECH, INC., a Delaware corporation; ASPIRE MERGER SUB, INC., a Delaware corporation; and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation Dated as of June 1, 2020Merger Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 1, 2020, by and among ADURO BIOTECH, INC., a Delaware corporation (“Parent”), ASPIRE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SEVERANCE AGREEMENTSeverance Agreement • April 14th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California
This Severance Agreement (the “Agreement”) is entered into by and between [—] (“you” or “your”) and the Company. This Agreement has an effective date of [—] (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee (as defined in the Plan) and participant in the Plan as provided by the Plan. This Agreement is the Severance Agreement described in the Plan and this Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 9th, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This RETENTION BONUS AGREEMENT (“Agreement”) is entered into as of January 9, 2020, by and between Aduro Biotech, Inc. (the “Company”) and Celeste Ferber (the “Employee”).
BANCROFT WAY, LLC Fourth Addendum to Office LeaseOffice Lease • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California
THIS FOURTH ADDENDUM TO OFFICE LEASE (the “Fourth Addendum”) is made and entered into as of February 20, 2015, by and between BANCROFT WAY, LLC, a California limited liability company (“Landlord”) and ADURO BIOTECH, INC., a Delaware corporation, the successor in interest to Oncologic, Inc. (“Tenant”).
FORM OF SUPPORT AGREEMENTSupport Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2020, is by and between Aduro Biotech, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A (the “Stockholder”).
CONFIDENTIAL RESEARCH AND LICENSE AGREEMENT between Janssen Biotech, Inc. and Aduro Biotech, Inc. Executed as of October 13, 2014Research and License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
This Research and License Agreement (this “Agreement”) is made on the 13th day of October 2014 (the “Execution Date”) by and between Aduro Biotech, Inc., a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (hereinafter “Aduro”) and Janssen Biotech, Inc., a Pennsylvania corporation, having a place of business at 800 Ridgeview Drive, Horsham, PA 19044 (hereinafter “JBI”). Aduro and JBI may be referred to individually herein as a “Party” or together as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [__________], 2020 (the “Effective Date”) by Chinook Therapeutics, Inc., [or U.S.] a Delaware corporation (the “Company”), and [__________] (“Executive”) [and amends and restates the employment entered into between the Company and Executive [__________] (the “Prior Agreement”)].
RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Maryland
This Restated and Amended License Agreement (“Restated and Amended Agreement”, JHU Ref. No. A18558) is made as of the EFFECTIVE DATE by and between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 3400 N. Charles St., Baltimore, MD 21218 (hereinafter referred to as “JHU”) and BioSante Pharmaceuticals, Inc, a Delaware corporation (hereinafter referred to as “Company”), having an address at 111 Barclay Boulevard, Suite 280, Lincolnshire, IL 60069.
LICENSE AGREEMENTLicense Agreement • March 2nd, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • California
This License Agreement (this “Agreement”) is made effective as of June 20, 2012 (the “Effective Date”) by and between Karagen Pharmaceuticals, Inc., a Maryland close corporation with a principal place of business at 4 Club Road, Baltimore, Maryland 21210 (“Licensor”), and Aduro BioTech, Inc. (“Licensee”), a Delaware corporation with a place of business at 626 Bancroft Way, Berkeley, CA 94710. Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 11, 2023, AMONG NOVARTIS AG, CHERRY MERGER SUB INC. AND CHINOOK THERAPEUTICS, INC.Merger Agreement • June 12th, 2023 • Chinook Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among Novartis AG, a company organized under the laws of Switzerland (“Parent”), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Chinook Therapeutics, Inc., a Delaware corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties”.
AMENDMENT # 1 TO: THE EXCLUSIVE LICENSE AGREEMENT BETWEEN ADURO BIOTECH INC. AND THE REGENTS FOR CYCLIC-DI-NUCLEOTIDES THAT STIMULATE HUMAN STING VARIANTS ANDSTIMULATOR OF INTERFERON GENE UC Case No.: [*] Agreement Control No. 2015-04-0045Exclusive License Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations
This first amendment (“AMENDMENT # 1”) to the exclusive license agreement (the “AGREEMENT”) between the REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and ADURO BIOTECH, INC, a Delaware corporation having a principal place of business at 626 Bancroft Way, 3C, Berkeley, CA 94710 (“LICENSEE”) is effective as of March 4, 2015.
CHINOOK THERAPEUTICS U.S., INC. CONVERTIBLE PROMISSORY NOTEConvertible Note • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This Note has been issued pursuant to that certain Note Purchase Agreement, dated as of June 1, 2020 (the “Purchase Agreement”), by and among the Company, the original holder of this Note and certain other investors and is subject to the provisions of the Purchase Agreement. This Note is one of several similar convertible promissory notes that has been issued in connection with that certain Agreement and Plan of Merger dated on or about June 1, 2020 (the “Merger Agreement”) by and among Aduro Biotech, Inc., a Delaware corporation (“Parent”), Aspire Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company pursuant to which the Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (such transaction, the “Merger”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. The following is a state
SHAREHOLDERS AGREEMENTShareholder Agreement • March 17th, 2022 • Chinook Therapeutics, Inc. • Pharmaceutical preparations • New York
A The Group (as defined below) intends to engage in the businesses of the research, development, manufacturing, sales and commercialization of products targeting kidney diseases (the “Business”).
CONSULTING AGREEMENTConsulting Agreement • January 23rd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of January 22, 2020 (the “Effective Date”), by and between Aduro Biotech, a California corporation, with its principal place of business being 740 Heinz Ave, Berkley, CA 94710 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
The undersigned signatory (the “Stockholder”) of this lock-up agreement (this “Agreement”) understands that: (i) Aduro Biotech, Inc., a Delaware corporation (“Parent”) proposes to enter into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”) with Aspire Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Chinook Therapeutics U.S., Inc., a Delaware corporation (the “Company”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agr
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This Note Purchase Agreement (this “Agreement”) is made as of June 1, 2020 by and among Chinook Therapeutics U.S., Inc., a Delaware corporation (the “Company”), and the parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (each, individually, an “Investor” and collectively, the “Investors”).
CHINOOK THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • April 7th, 2021 • Chinook Therapeutics, Inc. • Pharmaceutical preparations • New York
Chinook Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (“SVB Leerink”) and Cantor Fitzgerald & Co. (“Cantor”; each individually an “Agent” and together, the “Agents”), as follows:
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • March 2nd, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
This Manufacturing Services Agreement (this “Agreement”) is made as of August 6, 2013, (the “Effective Date”) between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and Aduro BioTech, Inc., a Delaware corporation located at 626 Bancroft Way, 3C, Berkeley, CA 94710-2224 (“CLIENT”) (each of LWI and CLIENT, a “Party” and, collectively, the “Parties”).
ADURO BIOTECH, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 6th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 12, 2015 (the “Execution Date”) by and between Aduro Biotech, Inc., a Delaware corporation (the “Company”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation (the “Investor”).
PROCESS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTProcess Development and Manufacturing Services Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • New York
For and in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree to perform and to be bound by their respective obligations and shall have the respective rights set forth in this Agreement.
ContractShare Sale Agreement • November 23rd, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 1st, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) is dated and effective as of the last date of signature (the “Amendment Effective Date”) by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065, The Rockefeller University, a New York not-for-profit corporation with principal offices at 1230 York Avenue, New York, NY 10065, Rutgers, The State University of New Jersey, having its statewide Office of Technology Commercialization at 3 Rutgers Plaza, New Brunswick, New Jersey 08901, and University of Bonn, all of which will be collectively referred to as “Institutions” and Aduro Biotech, Inc., a corporation with principal offices located at 626 Bancroft Way, #3C, Berkeley, CA 94710 (“Licensee).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE TRITON BIOSYSTEMS, INC. 2001 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • March 11th, 2015 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
Triton BioSystems, Inc. (the “Company”), hereby grants to (the “Optionee”) an option to purchase shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Triton BioSystems, Inc. 2001 Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Plan shall have the same meanings when used herein.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 2nd day of July, 2020 (the “Effective Date”), by and between Aduro Biotech, Inc., a Delaware corporation (the “Company”), and Stephen T. Isaacs (“Executive”) (collectively, the “Parties”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 9th, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This RETENTION BONUS AGREEMENT (“Agreement”) is entered into as of January 10, 2020, by and between Aduro Biotech, Inc. (the “Company”) and Stephen T. Isaacs (the “Employee”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 1st, 2017 • Aduro Biotech, Inc. • Pharmaceutical preparations
This Second Amendment to Exclusive License Agreement (this “Second Amendment”) to that certain Exclusive License Agreement for Institutions’ Technology “Compositions & Methods for Altering Second Messenger Signaling,” effective as of December 18, 2014 (together with all amendments prior the date hereof, the “License Agreement”), by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065, The Rockefeller University, a New York not-for-profit corporation with principal offices at 1230 York Avenue, New York, NY 10065, Rutgers, The State University of New Jersey, having its statewide Office of Technology Commercialization at 3 Rutgers Plaza, New Brunswick, New Jersey 08901, and University of Bonn, all of which will be collectively referred to as “Institutions” and Aduro Biotech, Inc., a corporation with principal offices located at 626 Bancroft Way, #3C, Berkeley, CA 94710 (“Licensee), is enter
