KALA PHARMACEUTICALS, INC. 16,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 12th, 2020 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Kala Pharmaceuticals, 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 16,000,000 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 2,400,000 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.”
KALA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], 20[·] between Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
KALA PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • January 19th, 2023 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2021 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 4, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and KALA PHARMACEUTICALS, INC., a Delaware corporation with offices located at 490 Arsenal Way, Suite 120, Watertown, MA 02472 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2023 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of March 2, 2023 by and between Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
par value $0.001 per share) AMENDED AND RESTATED SALES AGREEMENTSales Agreement • May 7th, 2020 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
KALA PHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 10th, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2024 • KALA BIO, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2024, by and among KALA BIO, Inc., a Delaware corporation (the “Company”), and the Investors (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement, dated as of June 26, 2024, by and among the Company and the purchasers listed on the signature pages thereto (the “Purchase Agreement”), unless otherwise defined herein.
KALA PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) SALES AGREEMENTSales Agreement • August 9th, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PLEDGE AGREEMENTPledge Agreement • October 2nd, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PLEDGE AGREEMENT dated as of October 1, 2018 (as amended, modified, restated or supplemented from time to time, this “Pledge Agreement”) is by and among the party identified as a “Pledgor” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively, the “Pledgors”) and Athyrium Opportunities III Acquisition LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
September 10, 2015 Mark Iwicki c/o Kala Pharmaceuticals, Inc. Waltham, MA 02453 Dear Mark:Employment Agreement • November 7th, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement dated April 6, 2015, provided to you by Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”) in connection with your commencement of employment with the Company (the “Prior Letter Agreement”).
KALA PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 20, 2014, by and among Square 1 Bank (“Square 1”), in its capacity as administrative and collateral agent (together with its successors and assigns in such capacity, “Agent”) for the lenders hereto as of the date hereof and other financial institutions who hereafter become parties to this Agreement as lenders (each individually a “Lender” and, collectively, the “Lenders”), the Lenders set forth on Schedule 1 hereto and Kala Pharmaceuticals, Inc. (“Borrower”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY HANES NEWCO, INC. JHU Agreement: [**]Exclusive License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Hanes NewCo, Inc., a Delaware corporation having an address at c/o Jeff Wiesen, Mintz Levin Cohn Ferris Glovsky and Popeo PC, One Financial Center, Boston, MA 02111 (“Company”), with respect to the following:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. COMMERCIAL SUPPLY AGREEMENT (Dry Eve Product and Surgical Product in Multi-dose Bottles)Commercial Supply Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Supply Agreement (“Agreement”) is made as of this 27th day of June, 2016 (“Effective Date”), by and between Kala Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 100 Beaver St., #201, Waltham, Massachusetts 02453, USA (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
KALA PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT April 6, 2016Registration Rights Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Third Amended and Restated Registration Rights Agreement, dated as of April 6, 2016 (this “Agreement”), is entered into by and among Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A attached hereto (collectively, the “Investors” and each individually, an “Investor”) and the individual listed on Schedule B attached hereto (the “Key Holder,” and together with the Investors, the “Stockholders”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is entered into as of December 01, 2016 (the “Effective Date”), by and between Alliance Contract Pharma, LLC, a Pennsylvania corporation, having its offices at 1510 Delp Drive, Harleysville, PA 19438, (hereinafter referred to as “SUPPLIER”) and Kala Pharmaceuticals, Inc., a Delaware corporation having its offices at 100 Beaver Street, Suite 201, Waltham, MA 02453 (hereinafter referred to as “SPONSOR”). SPONSOR and SUPPLIER may be individually referred to herein as a “Party” or may be collectively referred to herein as the “Parties.” This Agreement amends and restates, in its entirety, the Master Services Agreement entered into by the parties as of January 28, 2015 as of the Effective Date.
LEASE AGREEMENTLease Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 30th day of September, 2013, between ARE-MA REGION NO. 9, LLC, a Delaware limited liability company (“Landlord”), and KALA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
CREDIT AGREEMENT Dated as of October 1, 2018 among KALA PHARMACEUTICALS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as the Guarantors, ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as the Administrative Agent and THE LENDERS FROM TIME...Credit Agreement • October 2nd, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of October 1, 2018 among KALA PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as the Administrative Agent.
KALA PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2015 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 20, 2014, by and among Square 1 Bank (“Square 1”), in its capacity as administrative and collateral agent (together with its successors and assigns in such capacity, “Agent”) for the lenders hereto as of the date hereof and other financial institutions who hereafter become parties to this Agreement as lenders (each individually a “Lender” and, collectively, the “Lenders”), the Lenders set forth on Schedule 1 hereto and Kala Pharmaceuticals, Inc. (“Borrower”).
KALA PHARMACEUTICALS, INC. NON-QUALIFIED OPTION AGREEMENTNon-Qualified Option Agreement • August 4th, 2023 • KALA BIO, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
ContractEmployment Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement, dated November 10, 2009 provided to you by Hanes Newco, Inc. (now renamed Kala Pharmaceuticals, Inc. (the “Company”) in connection with the commencement of your employment with the Company. Subject to the terms and conditions set forth in this letter agreement, I am pleased to offer you the position of Chief Scientific Officer of the Company effective as of July 21, 2014. In this position you will report directly to the Company’s Chief Executive Officer, the President or Interim President of the Company or to such member or members of the Board of Directors of the Company (the “Board”) as the Board shall determine from time to time. You will be expected to devote your full business time and your best professional efforts to the performance of your duties and responsibilities for the Company, and to abide by all Company policies and procedures as in effect from time to time. You will be expected to perform t
EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and Kala Pharmaceuticals, Inc.Exclusive License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Exclusive License Agreement (the “Agreement”) is entered into by and between The Johns Hopkins University, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218 (“JHU”) and Kala Pharmaceuticals, Inc., (“Licensee”), a Delaware corporation having an address at 100 Beaver Street, Suite 201, Waltham, MA 02453 and is effective on the May 1, 2017 (“Effective Date”).
Settlement and License AgreementSettlement and License Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Settlement and License Agreement (including its attachments, this “Agreement”) is entered into as of October 24, 2014 (“Settlement Agreement Effective Date”), by and between GrayBug, LLC, a limited liability company organized and existing under the laws of the State of Maryland and having an address of P.O. Box 13043, Baltimore, MD 21203, on behalf of itself and its Affiliates (as defined below) (collectively, “GrayBug”), and Kala Pharmaceuticals, Inc., a corporation organized and existing under the laws of State of Delaware and having a place of business at 100 Beaver Street, Suite 201, Waltham, MA 02453, on behalf of itself and its Affiliates (collectively, “Kala”).
KALA PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARDDeferred Restricted Stock Unit Award • August 4th, 2023 • KALA BIO, Inc. • Pharmaceutical preparations • Delaware
Kala Pharmaceuticals, Inc. (the “Company”) hereby grants the following Deferred Restricted Stock Units pursuant to its Amended and Restated 2017 Equity Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the “Agreement”).
May 10, 2016 Dear Kim:Employment Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement amends and restates in its entirety the letter agreement effective as of September 25, 2014 provided to you by Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”) in connection with the continuation of your employment with the Company.
Fourth Amendment to Exclusive License AgreementExclusive License Agreement • August 9th, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
This Fourth Amendment to Exclusive License Agreement (the “Fourth Amendment”) is entered into by and between The Johns Hopkins University, a Maryland corporation having an address at 1812 Ashland Avenue, Suite 100, Baltimore, MD 21205 (“JHU”) and Kala Pharmaceuticals, Inc., a Delaware corporation having an address at 100 Beaver Street, Suite 201, Waltham, MA 02453 (“Kala” or “Company”).
Non-qualified Stock Option AgreementNon-Qualified Stock Option Agreement • November 8th, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
KALA PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD Inducement Grant Pursuant to Nasdaq Stock Market Rule 5635(c)(4)Restricted Stock Unit Award Agreement • August 4th, 2023 • KALA BIO, Inc. • Pharmaceutical preparations • Delaware
Kala Pharmaceuticals, Inc. (the “Company”) hereby grants the following Restricted Stock Units. The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the “Agreement”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • June 23rd, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”), is effective on January 10th 2017 (the “Effective Date”), by and between KALA PHARMACEUTICALS, INC., a Delaware corporation with a principal place of business at 100 Beaver St., #201, Waltham, Massachusetts 02453, USA (“Kala”) and CHEMO IBERICA SA, a Spanish company with a principal place of business at Gran Via Carlos III, 98, Planta 7, 08028, Barcelona (Spain) (“Supplier”).
AMENDMENT TO OFFER LETTER OF [_______]Offer Letter • March 12th, 2019 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Amendment (the “Amendment”) to the [Amended and Restated] Offer Letter between Kala Pharmaceuticals, Inc. (the “Company”) and [______] (“Executive”) dated [DATE] (the “Offer Letter”), is adopted effective as of March [__], 2019 by the Company and Executive.
KALA PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award • May 7th, 2020 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Kala Pharmaceuticals, Inc. (the “Company”) hereby grants the following Restricted Stock Units pursuant to its 2017 Equity Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the “Agreement”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2022 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 21, 2022 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and KALA PHARMACEUTICALS, INC., a Delaware corporation and COMBANGIO, INC., a Delaware corporation with an office located at 1440 O’Brien Drive, Suite D, Menlo Park CA 94025 (individually and collectively, jointly and severally, “Borrower”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. FIRST AMENDMENT TO THE COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • April 2nd, 2018 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Commercial Supply Agreement (the “First Amendment”) is made as of February 16, 2018 ("First Amendment Effective Date") by and between Kala Pharmaceutical Inc. a Delaware corporation with offices located at 100 Beaver Street, #201, Waltham, Massachusetts 202453 USA ("Client") and Catalent Pharma Solutions, LLC, a Delaware corporation with offices located at 14 Schoolhouse Road, Somerset, New Jersey 08873 ("Catalent"). Each of Client and Catalent may be referred to as a Party, and collectively as the Parties.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDMENT #4 to...Commercial Supply Agreement • March 29th, 2022 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations
This FOURTH AMENDMENT (“Fourth Amendment”) is made and entered into effective as of February 9, 2022 (“Fourth Amendment Effective Date”), by and between and between Kala Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 1167 Massachusetts Avenue, Arlington, MA 02476, USA (“Client”), and Woodstock Sterile Solutions, Inc., an Illinois corporation, having a place of business at 2210 Lake Shore Drive, Woodstock, IL 60098 (“Woodstock”). Each of Client and Woodstock may be referred to as a Party, and collectively as the Parties.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2024 • KALA BIO, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of June 26, 2024 (the “Effective Date”) by and among KALA BIO, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
