UNDERWRITING AGREEMENT KYTHERA Biopharmaceuticals, Inc. 2,604,168 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 16th, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
KYTHERA Biopharmaceuticals, 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 2,604,168 shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 390,625 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”.
KYTHERA BIOPHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [·] by and between Kythera Biopharmaceutical, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
Kythera Biopharmaceuticals, Inc.Stock Option Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
ContractPreferred Stock Purchase Warrant • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
KYTHERA BIOPHARMACEUTICALS, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 2nd, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
Kythera Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Employment Commencement Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
KYTHERA BIOPHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2013 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into as of March 23, 2013 (the “Effective Date”) by and between Kythera Biopharmaceuticals, Inc. (the “Company”) and Frederick Beddingfield, III, MD, PhD (“Employee”).
AGREEMENT AND PLAN OF MERGER by and among ALLERGAN PLC, KETO MERGER SUB, INC. and KYTHERA BIOPHARMACEUTICALS, INC. dated as of June 17, 2015Merger Agreement • June 17th, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 17, 2015, is by and among Allergan plc, a company incorporated under the laws of Ireland (formerly known as Actavis plc) (“Parent”), Keto Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ALLERGAN PLC, KETO MERGER SUB, INC. and KYTHERA BIOPHARMACEUTICALS, INC. dated as of August 4, 2015Agreement and Plan of Merger • August 5th, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time in accordance with its terms, this "Agreement" or this "Amended and Restated Agreement"), dated as of August 4, 2015 (the "Execution Date"), is by and among Allergan plc, a company incorporated under the laws of Ireland (formerly known as Actavis plc) ("Parent"), Keto Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 17, 2015 (the "Original Execution Date"), by and among Parent, Merger Sub and the Company (the "Original Merger Agreement"), as amended by Amendment No. 1 by and among Parent, Merger Sub and the Company, dated as of July 1, 2015 ("Amendment No. 1"). All capitalized terms used in this Agreement shall have the meanings ascribed to such
ASSIGNMENT AND NOVATION AGREEMENT BETWEEN BAYER CONSUMER CARE AG AND KYTHERA HOLDINGS LTD.Assignment and Novation Agreement • May 8th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS ASSIGNMENT AND NOVATION AGREEMENT (this “Agreement”), is entered into as of March 7, 2014 (the “Effective Date”), by and among Bayer Consumer Care AG, a company organized under the laws of Switzerland (“Bayer”) and KYTHERA Holdings Ltd., a company incorporated under the laws of Bermuda (“KHL”) (each, a “Party” and together, the “Parties”) and, with respect to Article 2 and Sections 5.3 and 8.4 hereof only, KYTHERA Biopharmaceuticals Inc., a Delaware corporation (“Parent”).
DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • March 2nd, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Distribution Services Agreement (“Agreement”) dated as of January 16, 2015 (“Effective Date”), is made by and between KYTHERA Biopharmaceuticals, Inc. (“Company”) and Besse Medical, a division of ASD Specialty Healthcare, Inc. (“Distributor”).
First Amendment to Manufacturing and Supply AgreementManufacturing Agreement • June 11th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to the Manufacturing and Supply Agreement (this “Amendment”) is made as of the 21 of May, 2012 (the “Effective Date of this Amendment”) by and between Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 235 E. 42nd Street, New York, NY 10017 (“Pfizer”) and Kythera Biopharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having an address of 27200 Agoura Road, Calabasas, California 91301 (hereinafter “Customer”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO LICENSE AGREEMENT (“Second Amendment”) is entered into as of April 2, 2012 (“Second Amendment Effective Date”) by and between BAYER CONSUMER CARE AG, a company organized under the laws of the Switzerland (“BCC”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 21 day of April, 2011 by and between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2014, by and between KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), KYTHERA Holdings Ltd., a company incorporated under the laws of Bermuda (“KHL”) and Bayer Consumer Care AG, a company organized under the laws of Switzerland (“Bayer”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 11th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS MANUFACTURING AND SUPPLY AGREEMENT dated as of July 7, 2009 (the “Effective Date”) is made by and between Pfizer Inc., a corporation organized and existing under the laws of Delaware, having an address of 235 East 42nd Street, New York, New York 10017 (hereinafter “Pfizer” or “Company”) and Kythera Biopharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, having an address of 27200 Agoura Road, Calabasas, California 91301 (hereinafter “Customer” or “Purchaser”). Purchaser and Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
COMMERCIAL DEVELOPMENT AND SUPPLY AGREEMENT BY AND BETWEEN KYTHERA BIOPHARMACEUTICALS, INC. AND CAMBRIDGE MAJOR LABORATORIES, INC.Commercial Development and Supply Agreement • May 13th, 2013 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This COMMERCIAL DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is entered into as of April 1, 2013, (the “Effective Date”) by and between Kythera Biopharmaceuticals, Inc., having its principal place of business at 27200 West Agoura Road, Suite 200, Calabasas, CA 91301 (“Purchaser”) and Cambridge Major Labs, Inc. with its principal place of business located at W132 N1055 Grant Drive, Germantown, WI 53022 (“Supplier”). Purchaser and Supplier may be referred to herein each, individually, as a “Party” or, collectively, as the “Parties”. Capitalized terms shall have the meanings set forth in this Agreement.
RESTRUCTURING AGREEMENT BETWEEN BAYER CONSUMER CARE AG AND KYTHERA BIOPHARMACEUTICALS, INC.Restructuring Agreement • May 8th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS RESTRUCTURING AGREEMENT (this “Restructuring Agreement”), is entered into as of March 7, 2014 (the “Effective Date”), by and among Bayer Consumer Care AG, a company organized under the laws of Switzerland (“Bayer”) and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (“Kythera”) (each, a “Party” and together, the “Parties”) and, with respect to Article 3 and Article 6 hereof only, Intendis GmbH, a company organized under the laws of the Federal Republic of Germany (“Intendis”).
FIFTH AMENDMENT TO OFICE LEASEOffice Lease • March 17th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 29 day of January 2014 by and between 27200 Associates, LLC, a California limited liability company (“Lessor’), and Kythera Biopharmaceuticals, Inc., a Delaware corporation, (“Lessee’).
KYTHERA BIOPHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT August 30, 2011Investor Rights Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of August 30, 2011, by and among Kythera Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SECOND AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENTServices, Research, Development and Collaboration Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENT (“Second Amendment”) is entered into as of April 2, 2012 (“Second Amendment Effective Date”) by and between INTENDIS GMBH., a company organized under the laws of the Federal Republic of Germany (“Intendis”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO LICENSE AGREEMENT (“First Amendment”) is entered into as of March 21, 2011 (“First Amendment Effective Date”) by and between BAYER CONSUMER CARE AG, a company organized under the laws of the Switzerland (“BCC”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
AESTHERX, INC. WARRANT TO PURCHASE SHARESWarrant Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Warrant is issued to or its registered assign (the “Holder”) by AESTHERX, INC., a Delaware corporation (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) of even date herewith, in connection with the Company’s issuance to the holder of this Warrant of a Convertible Promissory Note (the “Note”). This Warrant is one of the “Series B Warrants” issued pursuant to the Note and Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, simultaneously with a Replacement Event (as defined in the Note Purchase Agreement), (i) without any further action of the Company or the Holder, this Warrant shall be automatically cancelled and neither the Company nor the Holder shall have any rights arising hereunder and (ii) the Company shall issue to each Holder as a replacement for this Warrant a Fallback Warrant (as defined in the Note Purchase Agreement).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 23 day of March, 2012 by and between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
OFFICE LEASE (30930 RUSSELL RANCH ROAD) BETWEEN RUSSELL RANCH ROAD, LLC, a Delaware limited liability company AS LANDLORD AND KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation AS TENANTOffice Lease • March 17th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
NOTENote • March 10th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
FOR VALUE RECEIVED, KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), located at 27200 West Agoura Road, Suite 200, Calabasas, CA 91301, promises to pay to the order of KYTHERA HOLDINGS LTD., a wholly-owned subsidiary of Borrower and a company incorporated under the laws of Bermuda (“Lender”), the principal amount of Fifty One Million and No/100 Dollars ($51,000,000.00) (as such amount may be increased or decreased from time to time pursuant to the terms hereof, the “Principal Amount”), together with interest on the Principal Amount for the period commencing on the date hereof until all amounts due hereunder are paid in full in cash, at the rates per annum and on the dates provided below.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This Amendment to License Agreement (this “Amendment”), effective as of August 18, 2010 (the “Amendment Effective Date”) by and between Kythera Biopharmaceuticals, Inc., a Delaware corporation located at 27200 West Agoura Rd., Ste. 200, Calabasas, CA 91301 (“Kythera”) and Los Angeles Biomedical Research Institute at Harbor/UCLA Medical Center, a not-for-profit corporation organized under the laws of California with a principal place of business at 1124 West Carson Street, Torrance, CA 90502 (“LA BioMed”).
LICENSE AGREEMENT DATED AS OF FEBRUARY , 2015 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND KYTHERA HOLDINGS, LTD. AND KYTHERA BIOPHARMACEUTICALS, INC.License Agreement • March 2nd, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This License Agreement (this “Agreement”) is dated as of February , 2015 (the “Effective Date”) by and among The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), Kythera Holdings, Ltd., a Bermuda company (“Licensee”), and Kythera Biopharmaceuticals, Inc., a Delaware Corporation (“KBI”). Penn, Licensee and KBI (for purposes of Section 6.4.1) may be referred to herein as a “Party” or, collectively, as “Parties”.
Second Amendment to Manufacturing and Supply AgreementManufacturing and Supply Agreement • March 2nd, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This Second Amendment to the Manufacturing and Supply Agreement (this “Second Amendment”) is made as of October 17, 2014 (the “Effective Date of this Second Amendment”) by and between Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 235 E. 42nd Street, New York, NY 10017 (“Pfizer”) and Kythera Biopharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having an address of 30930 Russell Ranch Road, Third Floor, Westlake Village, CA 91362 (hereinafter “Customer”).
LICENSE AGREEMENTLicense Agreement • March 2nd, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This license agreement (the “Agreement”) is effective as of February __, 2015 (the “Effective Date”) by and among ACTELION PHARMACEUTICALS, LTD., a Swiss company located at Gewerbestrasse 16, CH-4123 Allschwil, Switzerland (“Actelion”), KYTHERA HOLDINGS, LTD., a Bermuda company located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (“Kythera”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware company located at 30930 Russell Ranch Road, 3rd Floor, Westlake Village, CA 91362, United States of America (“KBI”). Actelion, Kythera and KBI (but only with respect to section 12.5) are referred to individually as a “Party” and collectively as the “Parties”.
TERMINATION AND WAIVER AGREEMENTTermination and Waiver Agreement • November 5th, 2014 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Termination and Waiver Agreement (this “Agreement”) is dated as of November 5, 2014, by and among KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), KYTHERA Holdings Ltd., a company incorporated under the laws of Bermuda (“KHL”) (solely for purposes of Article II hereof), and Bayer Consumer Care AG, a company organized under the laws of Switzerland (“Bayer”).
27200 West Agoura Road Suite 200 Calabasas, CA 91301 818.587.4500 Phone 818.587.4591 Fax kytherahiopharma.comLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • May 13th, 2013 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 28th day of March 2013 by and between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENTServices, Research, Development and Collaboration Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENT (this “Collaboration Agreement”) is entered into as of August 26, 2010 (the “Effective Date”) by and between INTENDIS GMBH., a company organized under the laws of the Federal Republic of Germany (“Intendis”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”). Kythera and Intendis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 03 Dated November 30, 2012 TO that certain Loan and Security Agreement No. 1991 dated as of March 21, 2011, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and KYTHERA BIOPHARMACEUTICALS, INC....Loan and Security Agreement • December 5th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
WHEREAS, Borrower has requested that Lender modify certain terms of its existing term loan financing under the Agreement;
LOAN AND SECURITY AGREEMENT NO. 1991Loan and Security Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT NO. 1991 (this “Agreement”) is entered into as of March 21, 2011, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
