par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • January 18th, 2019 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
Kindred Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,215,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The 4,215,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 632,250 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Barclays Capital Inc. (“Barclays”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on S
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • April 8th, 2020 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
Kindred Biosciences, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
KINDRED BIOSCIENCES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT dated as of May 19, 2017Rights Agreement • May 24th, 2017 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, KNIGHT MERGER SUB, INC. and KINDRED BIOSCIENCES, INC. dated as of June 15, 2021Merger Agreement • June 16th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 15, 2021, is by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Knight Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kindred Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings ascribed to such terms in Annex I or as otherwise defined elsewhere in this Agreement. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Common Stock KINDRED BIOSCIENCES, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2014 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
Kindred Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional [•] shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Leerink Partners LLC, BMO Capital Markets Corp. and Guggenheim Securities, LLC are acting as the representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”). For purposes of this A
Common Stock KINDRED BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2014 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement, dated as of February 25, 2014 (the “Agreement”), is made between Kindred Biosciences, Inc. (the “Company” or “Kindred”), and Blake Hawley (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of _________________, 2013, by and between Kindred Biosciences, Inc. (the “Company”) and ____________________ (the “Indemnitee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 29th, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
This Amended and Restated Executive Employment Agreement (the “Agreement”), dated May 22, 2018 (the “Effective Date”), is by and between Kindred Biosciences, Inc. (the “Company” or “KindredBio”), and Wendy Wee (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement, dated as of June 20, 2013 (the “Agreement”), is made between Kindred Biosciences, Inc. (the “Company” or “Kindred”), and Denise Bevers (“Executive”).
MEDRIO, INC. MASTER SERVICES AGREEMENTMaster Services Agreement • November 8th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
This Master Services Agreement (which, with any Order Form, as defined below, shall be referred to herein as the "Agreement") is entered into, effective as of the "Effective Date" set forth above, by and between Medrio, Inc., a Delaware corporation, with offices at 595 Market Street, Suite 1200, San Francisco, CA 94105, and the customer identified above ("Customer"). For and in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:
KINDRED BIOSCIENCES INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 13th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made as of October 23, 2012 by and among Kindred Biosciences, 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.
FORM OF SUPPORT AGREEMENTSupport Agreement • June 16th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated June 15, 2021, is by and among [ ] (“Stockholder”), Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), and Knight Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
NON-GLP LABORATORY SERVICES AGREEMENTNon-GLP Laboratory Services Agreement • November 8th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Maine
This Agreement (“Agreement”) is made as of July 22, 2013 (the “Effective Date”) by and between the IDEXX BioResearch Division of IDEXX Reference Laboratories, Inc., a Delaware corporation with an office located at One IDEXX Drive, Westbrook, ME 04092 ("IDEXX"), and Kindred Biosciences, Inc., a Delaware corporation having its principal place of business at 1499 Bayshore Highway #226, San Francisco, CA 94010 ("Client").
January 15, 2021At the Market Offering Agreement • January 15th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations
Reference is made to the At The Market Offering Agreement, dated as of April 8, 2020 (the “ATM Agreement”), between Kindred Biosciences, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (this “Amendment No. 1”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein. This Amendment No.1 shall be effective on the date of effectiveness of the Company’s shelf registration statement on Form S-3 registering $150,000,000 of securities of the Company and filed on or about January 15, 2021 with the Commission (such date of effectiveness, the “New Shelf Effectiveness Date”). Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Wainwright hereby agree to this Amendment No. 1 of the ATM Agreement as set forth herein.
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • March 16th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This 1st Amendment to the Letter Agreement ( “Amendment”) is made as of March 8, 2021 (the “Effective Date”) by and between Elanco US, Inc. (“Elanco”) and Kindred Biosciences, Inc. (“KindredBio”). Elanco and KindredBio are each referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 12th, 2020 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to Rights Agreement (this “Amendment”) is made and entered into as of May 11, 2020 by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), and is effective as of such date.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 1st, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This First Amendment (this “Amendment”) is made and entered into as of June 30, 2021, by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Knight Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kindred Biosciences, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
Common Stock KINDRED BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2014 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of November 11, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Denise Bevers, an individual and resident of the State of California (the “Executive”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2017 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement, dated as of July 28, 2017 (the “Agreement”), is made between Kindred Biosciences, Inc. (the “Company” or “Kindred”), and Wendy Wee (“Executive”).
STRATEGIC SUPPLY AGREEMENTStrategic Supply Agreement • August 9th, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations • New York
This Strategic Supply Agreement (this “Agreement”), dated as of June 26, 2018 (the “Effective Date”), is by and between Pall Corporation, a New York corporation having its principal place of business at 25 Harbor Park Drive, Port Washington, New York 11050 (“Pall”) and Kindred Biosciences, Inc., a Delaware corporation having its principal place of business at 1555 Bayshore Hwy. #200, Burlingame CA 94010 (“KindredBio”). Pall and Kindred Bio are collectively referred to herein as the “Parties” and individually as a “Party”.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Executive Employment Agreement (this “Amendment”) is made as of October 19, 2018, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Denise Bevers, an individual and resident of the State of California (the “Executive”), with reference to the following facts:
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2017 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 3 to Employment Agreement (this “Amendment”) is made as of May 19, 2017, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Denise Bevers, an individual and resident of the State of California (the “Executive”), with reference to the following facts:
AMENDMENT OF EQUITY AWARD AGREEMENTS KINDRED BIOSCIENCES, INC.Amendment of Equity Award Agreements • August 9th, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment of Equity Award Agreements (this “Amendment”) is made and entered into as of the date set forth on the signature page of this Amendment by and between Kindred Biosciences, Inc., a Delaware corporation (“KindredBio”), and the executive officer of KindredBio (the “Executive”) whose name is set forth on the signature page of this Amendment.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2015 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Employment Agreement (this “Amendment”) is made as of June 4, 2015, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Denise Bevers, an individual and resident of the State of California (the “Executive”), with reference to the following facts:
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • August 5th, 2020 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
THIS SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is made and entered into by and between Kindred Biosciences, Inc. (the “Company”) and Denise Bevers (“Executive”).
THE ORITZ BUILDING OFFICE LEASE ADDENDUMOffice Lease Addendum • March 1st, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This addendum is entered into as of February 23, 2017 in the City of Burlingame, California between Oritz Properties, Inc. a California corporation (“Landlord”) and Kindred Biosciences Inc. (“Tenant”) and is intended to extend and modify the Lease dated May 16, 2014 between Landlord and Tenant (the “Original Office Lease”). All terms and conditions remain unchanged from Original Office Lease except for the following:
THE ORITZ BUILDING OFFICE LEASEOffice Lease • August 13th, 2014 • Kindred Biosciences, Inc. • Pharmaceutical preparations • California
PURCHASE AGREEMENTPurchase Agreement • June 26th, 2017 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Kansas
SECOND ADDENDUM TO ORITZ BUILDING OFFICE LEASEOffice Lease Addendum • March 1st, 2018 • Kindred Biosciences, Inc. • Pharmaceutical preparations
All terms and conditions remain unchanged from Original Office Lease signed between Oritz Properties, Inc, a California corporation (“Landlord”) and Kindred Biosciences, Inc. (“Tenant”), except for the following:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2015 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of June 4, 2015, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Stephen Sundlof, an individual and resident of the State of Maryland (the “Executive”), with reference to the following facts:
KINDRED BIOSCIENCES INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 13th, 2013 • Kindred Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made as of June 1, 2013 by and among Kindred Biosciences, 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.
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • May 11th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations
This Exclusive License and collaboration Agreement (this “Agreement”) is entered into as of May 5, 2021 (the “Effective Date”) by and between Kindred Biosciences Inc., a Delaware corporation, with its principal place of business at 1555 Bayshore Highway, Suite 200, Burlingame, CA 94010 (“KindredBio”), and Elanco US Inc., a Delaware corporation, with its principal place of business at 2500 Innovation Way, Greenfield, IN 46140 (“Elanco”). KindredBio and Elanco are referred to herein individually as a “Party” and collectively as the “Parties.”
FOURTH ADDENDUM TO ORITZ BUILDING OFFICE LEASEOffice Lease Addendum • March 16th, 2021 • Kindred Biosciences, Inc. • Pharmaceutical preparations
All terms and conditions remain unchanged from Original Office Lease signed between Oritz Properties, Inc, a California corporation (“Landlord”) and Kindred Biosciences, Inc. (“Tenant”), except for the following:
