4,750,000 Shares of Common Stock Kite Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
KITE PHARMA, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • December 8th, 2015 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between KITE PHARMA, 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”).
KITE PHARMA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • December 8th, 2015 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between KITE PHARMA, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 11th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between KITE PHARMA, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
KITE PHARMA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFSecurities Warrant Agreement • December 8th, 2015 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between KITE PHARMA, 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”).
AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017Agreement and Plan of Merger • August 28th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
COLORADO CENTER OFFICE LEASEOffice Lease • November 9th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This Office 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 CA-COLORADO CENTER, L.L.C., a Delaware limited liability company ("Landlord"), and KITE PHARMA, INC., a Delaware corporation ("Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 28th day of January, 2014 (the “Effective Date”), by and between Kite Pharma, Inc., a Delaware corporation with principal offices at 2225 Colorado Ave., Santa Monica, CA 90404 (the “Company”), and Ms. Cynthia Butitta, residing at 117 Madera Court, Los Gatos, CA 95032 (the “Executive”).
LICENSE AGREEMENTLicense Agreement • June 17th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this “Agreement”) dated as of December 12, 2013 (the “Effective Date”), is entered into between Cabaret Biotech Ltd. (“Cabaret”), a company incorporated in Israel with an address at 14 Marva St., Rehovot 7630950, Israel, Dr. Zelig Eshhar (“Dr. Eshhar”), an individual, and KITE PHARMA, INC. (“Kite”), a Delaware corporation, with an address at 10924 Le Conte Avenue, Los Angeles, California 90024, USA.
Gilead and Kite AgreementGilead and Kite Agreement • September 1st, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
License and research AGREEMENTLicense and Research Agreement • February 29th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
If any milestone event is achieved for a Licensed Product before any of the preceding milestone events are achieved for such Licensed Product, then all the milestone payments for such unachieved preceding milestone events will be due and payable with the milestone payment for the milestone event that was achieved. For example, if Regulatory Approval for a Licensed Product is achieved from a […***…] without the need to conduct a […***…], then the milestone payment of $[…***…] would be payable along with the milestone payment of $[…***…] for such Licensed Product.
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 22nd day of May, 2014, by and between Kite Pharma, Inc., a Delaware corporation with principal offices at 2225 Colorado Ave., Santa Monica, CA 90404 (the “Company”), and David Chang, M.D., Ph.D., residing at 24049 Chestnut Way, Calabasas, CA 91302 the “Executive”).
THE NATIONAL INSTITUTES OF HEALTH PATENT LICENSE AGREEMENT — EXCLUSIVE/CO- EXCLUSIVE COVER PAGEPatent License Agreement • May 19th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHResearch and Development Agreement • May 19th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between AMGEN INC. and KITE PHARMA, INC. Dated as of December 31, 2014Research Collaboration and License Agreement • August 8th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 31, 2014 (the “Signing Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”), and KITE PHARMA, INC., a Delaware corporation having an address at 2225 Colorado Avenue, Santa Monica, California 90404 (“Kite”). Kite and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SEVERANCE AGREEMENTSeverance Agreement • June 11th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This severance agreement (the “Agreement”), dated as of June 6, 2014, is entered into between KITE PHARMA, INC. (“Kite” or the “Company”), on the one hand, and KEITH NOLOP, M.D. (“Nolop”), on the other hand, as follows. Kite and Nolop may be referred to individually as a Party and collectively as Parties.
SERVICES AGREEMENTServices Agreement • May 19th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS SERVICES AGREEMENT (“Agreement”) is entered into effective as of June 1, 2009 (the “Effective Date”), by and between KITE PHARMA, INC., a Delaware corporation (“KITE”) having a place of business at 689 5th Avenue, l2th Floor, New York, NY 10022 and TWO RIVER CONSULTING, LLC, a Delaware limited liability corporation (“CONSULTANT”), having a business address at 689 Fifth Avenue, 12th Floor, New York, NY 10022.
THE NATIONAL INSTITUTES OF HEALTH PATENT LICENSE AGREEMENT – EXCLUSIVEPatent License Agreement • March 26th, 2015 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
THE NATIONAL INSTITUTES OF HEALTH PATENT LICENSE AGREEMENT – EXCLUSIVE COVER PAGEPatent License Agreement • June 17th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
Kite Letterhead]Letter Agreement • September 5th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This letter agreement (this “Agreement”) confirms the understanding between you and Kite Pharma, Inc. (the “Company”) regarding certain payment, reimbursement treatment that you may become entitled to receive in connection with the acquisition (the “Acquisition”) of the Company by Gilead Sciences, Inc., a Delaware corporation (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of August 27, 2017, among the Company, Parent and Purchaser (the “Merger Agreement”). Capitalized terms used but not otherwise defined in this letter have the meanings given to such terms in the Merger Agreement. This Agreement will become effective at the Offer Acceptance Time. However, if the Merger Agreement terminates pursuant to its terms or your employment with the Company terminates for any reason prior to the Offer Acceptance Time, this letter will terminate and be of no force or effect.
FIRST AMENDMENT TO L-077-2015/0First Amendment • August 10th, 2015 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of December 31, 2014 and having NIH Reference Number L-077-2015/0 (“Agreement”). This First Amendment, having NIH Reference Number L‑077‑2015/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”). This First Amendment includes, in addition to the amendments made below, a Signature Page.
KITE PHARMA, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 4th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made as of this 10th day of May, 2013, by and among KITE PHARMA, INC., a Delaware corporation (the “Company”), the KEY MANAGEMENT STOCKHOLDERS (as defined herein), and the SERIES A INVESTORS (as defined herein).
Amendment #1 Cooperative Research and Development Agreement # 02716 “Cooperative Research and Development Agreement for the Development of NCI Proprietary Peripheral Blood Autologous T Cell Therapies Using Genetically Modified Peripheral Blood...Kite Pharma, Inc. • August 10th, 2015 • Biological products, (no disgnostic substances)
The purpose of this amendment is to change certain terms of the above-referenced Cooperative Research and Development Agreement (CRADA). These changes are reflected below, and except for these changes, all other provisions of the original CRADA remain in full force and effect. Two originals of this amendment are provided for execution; one is to remain with the National Cancer Institute and the other is to remain with the Collaborator.
Sino-foreign Co-operative Joint Venture ContractLicense Agreement • May 8th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
Whereas Kite is a clinical-stage biotechnology company engaged, through its Affiliates, in the research, development and commercialization of novel cellular and other immunotherapies, including for the treatment of cancer.
Amendment #1 Cooperative Research and Development Agreement # 02716 “Cooperative Research and Development Agreement for the Development of NCI Proprietary Peripheral Blood Autologous T Cell Therapies Using Genetically Modified Peripheral Blood...Kite Pharma, Inc. • May 15th, 2015 • Biological products, (no disgnostic substances)
The purpose of this amendment is to change certain terms of the above-referenced Cooperative Research and Development Agreement (CRADA). These changes are reflected below, and except for these changes, all other provisions of the original CRADA remain in full force and effect. Two originals of this amendment are provided for execution; one is to remain with the National Cancer Institute and the other is to remain with the Collaborator.
KITE PHARMA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 19th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of this 25th day of April, 2014, by and among KITE PHARMA, INC., a Delaware corporation (the “Company”), the KEY MANAGEMENT STOCKHOLDERS (as defined herein), the SERIES A INVESTORS (as defined herein) and the BRIDGE INVESTORS (as defined herein).
FIRST AMENDMENT TO L-002-2016/0Kite Pharma, Inc. • May 9th, 2016 • Biological products, (no disgnostic substances)
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of October 1, 2015 and having NIH Reference Number L-002-2016/0 (“Agreement”). This First Amendment, having NIH Reference Number L‑002-2016/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”). This First Amendment includes, in addition to the amendment made below, a Signature Page.
RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • August 8th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), effective as of June 1, 2016 (the “Effective Date”), is made by and between CELL DESIGN LABS, INC., a Delaware corporation with its principal place of business at 4165 Canyon Road, Lafayette, CA 94549 (“CDL”), and KITE PHARMA, INC., a Delaware corporation with registered address at 2225 Colorado Avenue, Santa Monica, CA 90404 (“Kite”). CDL and Kite are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO L-277-2014/0First Amendment • February 29th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of June 2, 2014 and having NIH Reference Number L-277-2014/0 (“Agreement”). This First Amendment, having NIH Reference Number L‑277‑2014/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”). This First Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Additional Defintitions), Attachment 2 (Replacement Appendix B), and 3) Attachment 3 (Replacement Appendix C).
SECOND AMENDMENT TO L-077-2015/0Second Amendment • May 9th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of December 31, 2014 and having NIH Reference Number L-077-2015/0 (“Agreement”). This Second Amendment, having NIH Reference Number L‑077‑2015/2, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”). This Second Amendment includes, in addition to the amendments made below, a Signature Page.
FIRST AMENDMENT TO L-068-2013/0Kite Pharma, Inc. • February 29th, 2016 • Biological products, (no disgnostic substances)
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of April 11, 2013 and having NIH Reference Number L-068-2013/0 (“Agreement”). This First Amendment, having NIH Reference Number L‑068‑2013/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”). This First Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Additional Defintitions), Attachment 2 (Replacement Appendix B), and 3) Attachment 3 (Replacement Appendix C).
THE NATIONAL INSTITUTES OF HEALTH PATENT LICENSE AGREEMENT – EXCLUSIVEPatent License Agreement • February 29th, 2016 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • September 5th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This Mutual Confidentiality Agreement (“Agreement”) is effective as of February 10, 2017 (“Effective Date”), between Kite Pharma, Inc., a Delaware corporation having a place of business at 2225 Colorado Avenue, Santa Monica, CA 90404 (“Kite”) and Gilead Sciences, Inc., a Delaware corporation having a place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Company”). Kite and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • June 11th, 2014 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
THIS CONSULTING AGREEMENT (this “Agreement”), effective as of June 6, 2014 (“Effective Date”), is by and between Keith Nolop, M.D. (“Consultant”), having an address at 16044 Anoka Drive, Pacific Palisades, CA 90272, and KITE PHARMA, INC. (“Kite” or the “Company”), having a place of business at 2225 Colorado Avenue, Santa Monica, CA 90404. Consultant and Kite shall be referred to individually as a “Party” and collectively as the Parties.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 8th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • California
This COLLABORATION AND LICENSE (this “Agreement”) effective as of January 5, 2017 (the “Effective Date”), is by and between KITE PHARMA EU B.V., a corporation organized and existing under the laws of The Netherlands having a place of business at Science Park 408, 1098 XH Amsterdam (“Kite”) and DAIICHI SANKYO COMPANY, LIMITED, a corporation organized and existing under the laws of Japan, having a place of business at 3-5-1 Nihonbashi-honcho, Chuo-ku, Tokyo 103-8426 (“DS”). Kite is a wholly-owned indirect subsidiary of Kite Pharma, Inc. (“ParentCo”). Kite and DS may be referred to herein each as a “Party” and collectively as the “Parties”.
