AKCEA THERAPEUTICS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
Akcea Therapeutics, 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 [·] shares of Common Stock, par value $ 0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] 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”.
AKCEA THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • September 18th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AKCEA THERAPEUTICS, 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”).
AKCEA THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • September 18th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [•], between AKCEA THERAPEUTICS, 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”).
AKCEA THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • September 18th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AKCEA THERAPEUTICS, 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 AKCEA THERAPEUTICS, INC., a Delaware corporation; IONIS PHARMACEUTICALS, INC., a Delaware corporation; and AVALANCHE MERGER SUB, INC., a Delaware corporation Dated as of August 30, 2020Agreement and Plan of Merger • August 31st, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2020, among Akcea Therapeutics, Inc., a Delaware corporation (the “Company”); Ionis Pharmaceuticals, Inc., a Delaware corporation (“Parent”); and Avalanche Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT BETWEEN AKCEA THERAPEUTICS, INC. AND NOVARTIS PHARMA AGStrategic Collaboration, Option and License Agreement • April 10th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
This STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of the 5th day of January, 2017 (the “Execution Date”) by and between AKCEA THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 55 Cambridge Parkway, Cambridge, MA 02142 USA, together with each of Akcea’s Affiliates (“Akcea”), and NOVARTIS PHARMA AG, a company organized under the laws of Switzerland, having its principal place of business at Lichtstrasse 35, 4002 Basel, Switzerland (“Novartis”). Novartis and Akcea each may be referred to herein individually as a “Party” or collectively as the “Parties.” Capitalized terms used in this Agreement, whether used in the singular or the plural, have the meaning set forth in APPENDIX 1. All attached appendices and schedules are a part of this Agreement. As of the Effective Date, Akcea is a wholly-owned subsidiary of Ionis Pharmaceuticals, Inc. (“Ionis”) and therefore Akcea and Ionis are Affiliates.
Akcea Therapeutics, Inc.,Indenture • September 18th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20__, among Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT between ISIS PHARMACEUTICALS, INC. and AKCEA THERAPEUTICS, INC.Development, Commercialization and License Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT, COMERCIALIZATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 18, 2015 (the “Effective Date”), by and between AKCEA THERAPEUTICS, INC., a Delaware corporation (“Akcea”), and ISIS PHARMACEUTICALS, INC., a Delaware corporation (“Isis”). Akcea and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of January 5, 2017 (the “Execution Date”), by and among NOVARTIS PHARMA AG (“Novartis”), a company organized under the laws of Switzerland, having its principal place of business at Lichtstrasse 35, 4002 Basel, Switzerland, IONIS PHARMACEUTICALS, INC. (“Ionis”), a Delaware corporation having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010, and AKCEA THERAPEUTICS, INC. (“Akcea”), a Delaware corporation having its principal place of business at 55 Cambridge Parkway, Suite 100, Cambridge, MA 02142.
SEPARATION AGREEMENTSeparation Agreement • November 6th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement (this “Agreement”) by and between Paula Soteropoulos (“Employee”) and Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), is made and entered into as of September 18, 2019 (the “Execution Date”) and is effective eight (8) days thereafter (the “Effective Date”), unless Employee rescinds her acceptance of this Agreement as provided in Section 5 below, with reference to the following facts:
January 16, 2017Development, Commercialization and License Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
Reference is made to the Development, Commercialization and License Agreement dated December 18, 2015 (the “Akcea-Ionis Agreement”), by and between Ionis Pharmaceuticals, Inc. (“Ionis”), and Akcea Therapeutics, Inc. (“Akcea”). On January 5, 2017, Akcea entered into that certain Strategic Collaboration, Option and License Agreement (the “Novartis Agreement”) by and between Akcea and Novartis Pharma AG (“Novartis”), pursuant to which Akcea and Novartis formed a strategic collaboration in cardio-metabolic lipid diseases. This letter agreement serves to confirm certain additional agreements between Ionis and Akcea and, to the extent the terms of the Akcea-Ionis Agreement conflict with the terms of the Novartis Agreement, this letter agreement addresses how such conflicts are resolved. Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Novartis Agreement.
SEPARATION AGREEMENTSeparation Agreement • July 9th, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement (this “Agreement”) by and between LOUIS ST. L. O’DEA, MB B.CH. BAO, FRCP(C) (“Employee”) and AKCEA THERAPEUTICS, INC., a Delaware corporation (the “Company”), is made and entered into as of July 7, 2020 (the “Execution Date”) and is effective eight (8) days thereafter (the “Effective Date”), unless Employee rescinds his acceptance of this Agreement as provided in Section 5 below, with reference to the following facts:
LICENSE AGREEMENTLicense Agreement • March 15th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT, COMMERCIALIZATION, COLLABORATION, AND LICENSE AGREEMENT is made and entered into as of March 14, 2018 (the “Execution Date”), by and between Akcea Therapeutics, Inc., a Delaware corporation (“Akcea”), and Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis”). Akcea and Ionis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
SECOND AMENDMENT OF LEASELease Agreement • August 7th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDMENT OF LEASE (this "Amendment") dated as of the 18th day of May, 2018 by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as Landlord (the "Landlord"), and AKCEA THERAPEUTICS, INC., a Delaware corporation, having an address at 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as Tenant (the "Tenant").
COLLABORATION AND LICENSE AGREEMENT By and between PTC THERAPEUTICS INTERNATIONAL LIMITED AND AKCEA THERAPEUTICS, INC.Collaboration and License Agreement • November 6th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of August 1, 2018 (the “Effective Date”), by and between PTC Therapeutics International Limited, an Irish corporation, having its principal place of business at 5th Floor, 3 Grand Plaza, Grand Canal Street Upper, Dublin 4, Ireland D04 EE70 (“PTC”), and Akcea Therapeutics, Inc., a Delaware corporation, having its principal place of business at 55 Cambridge Parkway, Suite 100, Cambridge, MA 02142 (“Akcea”). PTC and Akcea shall be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT No. 1 to the Strategic Collaboration, Option and License Agreement between Novartis Pharma AG and Akcea Therapeutics, Inc.Strategic Collaboration, Option and License Agreement • May 9th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) is entered into as of February 22, 2019 (“Amendment Effective Date”) by and between Novartis Pharma AG, a Swiss corporation having its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”), and Akcea Therapeutics, Inc., a Delaware corporation having its principal place of business at 22 Boston Wharf Road, 9th Floor, Boston, MA 02210, USA (“Akcea”). Novartis and Akcea are each referred to individually as a “Party” and together as the “Parties”.
AKCEA THERAPEUTICS, INC.Retention Agreement • March 20th, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AKCEA THERAPEUTICS, INC. CONSULTING AGREEMENT Amendment To Extend Consulting PeriodConsulting Agreement • November 6th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 15th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (“Agreement”) is entered into as of March 14, 2018 (the “Execution Date”), by and between Ionis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, California (“Ionis”), and Akcea Therapeutics, Inc., a Delaware corporation, having its principal place of business at 55 Cambridge Parkway, Suite 100, Cambridge, Massachusetts (“Akcea”). Akcea and Ionis each may be referred to herein individually as a “Party”, or collectively as the “Parties”.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • March 15th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of March 14, 2018, by and among Akcea Therapeutics, Inc. a Delaware corporation (the “Company”), having its principal place of business at 55 Cambridge Parkway, Suite 100, Cambridge, MA 02142, and Novartis Pharma AG, a company organized under the laws of Switzerland (the “Stockholder”), having its principal place of business at Lichtstrasse 35, 4002 Basel, Switzerland. The Company and Stockholder each may be referred to herein individually as a “Party”, or collectively as the “Parties”.
AKCEA THERAPEUTICS, INC. CONSULTING AGREEMENT (“SUMMARY PAGE”)Consulting Agreement • July 9th, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Consultant agrees to provide Akcea with Consulting Services on the terms described above and according to the additional terms attached hereto as Exhibit A.
AKCEA THERAPEUTICS, INC. STRATEGIC ADVISORY SERVICES AGREEMENT (“SUMMARY PAGE”)Strategic Advisory Services Agreement • May 6th, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
In addition to such compensation, Akcea Therapeutics, Inc. (“Akcea”) will reimburse Strategic Advisor for Akcea approved travel and other out-of-pocket costs reasonably incurred in the course of performing Strategic Advisory Services under this Agreement as further described on Schedule B attached hereto.
OFFICE LEASE AGREEMENT 55 CAMBRIDGE PARKWAY CAMBRIDGE, MA by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, as Landlord and AKCEA THERAPEUTICS, INC. a Delaware corporation, as TenantOffice Lease Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
Any and all improvements, alterations or additions performed by Tenant will be performed in accordance with this Exhibit D-1, and any modifications thereto by Landlord, notwithstanding any more permissive local building codes or ordinances.
SEPARATION AGREEMEENTSeparation Agreement • November 6th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • California
This Separation Agreement (this “Agreement”) by and between Sarah Boyce (“Employee”) and Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), is made and entered into as of September 18, 2019 (the “Execution Date”) and is effective eight (8) days thereafter (the “Effective Date”), unless Employee rescinds her acceptance of this Agreement as provided in Section 5 below, with reference to the following facts:
AKCEA THERAPEUTICS, INC.Severance Agreement • October 17th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AKCEA THERAPEUTICS, INC. CONSULTING AGREEMENT (“SUMMARY PAGE”)Consulting Agreement • November 6th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Consultant agrees to provide Akcea with Consulting Services on the terms described above and according to the additional terms attached hereto as Exhibit A.
SENIOR UNSECURED LINE OF CREDIT AGREEMENTSenior Unsecured Line of Credit Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SENIOR UNSECURED LINE OF CREDIT AGREEMENT (this “Agreement”) is entered into as of January 18, 2017 (the “Execution Date”), by and between Akcea Therapeutics, Inc., a Delaware corporation (“Akcea”) and Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis”). Each of Akcea and Ionis are sometimes referred to herein as a “Party” and collectively as the “Parties”.
AKCEA THERAPEUTICS, INC. GLOBAL OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NON-STATUTORY STOCK OPTION)Global Option Agreement • March 20th, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Pursuant to your Option Grant Notice (“Grant Notice”) and a Global Option Agreement, including all appendices thereto (each, a “Prior Option Agreement”), Akcea Therapeutics, Inc. (the “Company”) granted you an option under its 2015 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock (the “Option”) indicated in your Grant Notice at the exercise price indicated in your Grant Notice and as set forth in TABLE 1. This Global Option Agreement (this “Agreement”) terminates, supersedes and replaces each Prior Option Agreement solely with respect to the Options identified in TABLE 1 below.
SECOND AMENDMENT OF LEASELease Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDMENT OF LEASE (this “Amendment”) is made as of the 16th day of March, 2017 (the “Effective Date”) between 55 CAMBRDIGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as landlord (“Landlord”), and AKCEA THERAPEUTICS, INC., a Delaware corporation, having an address at 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as tenant (“Tenant”).
LICENSE AGREEMENT by and between AKCEA THERAPEUTICS, INC. and PFIZER INC.License Agreement • March 2nd, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (the “Agreement”) is executed as of October 4, 2019 (the “Execution Date”), by and between Pfizer Inc., a Delaware corporation, having its principal place of business at 235 East 42nd Street, New York, New York 10017 (“Pfizer”), and Akcea Therapeutics, Inc., a Delaware corporation, having its principal place of business at 22 Boston Wharf Road, 9th Floor, Boston, MA 02210 (“Akcea”). Pfizer and Akcea will be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT OF LEASELease Agreement • March 27th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDMENT OF LEASE dated as of the 1st day of February, 2016 by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as Landlord (the “Landlord”), and AKCEA THERAPEUTICS, INC., a Delaware corporation, having an address at 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as Tenant (the “Tenant”).
AKCEA THERAPEUTICS, INC. September 19, 2019Severance Agreement • September 23rd, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to inform you that the Compensation Committee of the Board of Directors of Akcea Therapeutics, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”). This Agreement will supersede and replace any prior agreements providing for severance benefits by and between you and the Company.
AKCEA THERAPEUTICS, INC. CONSULTING AGREEMENT (“SUMMARY PAGE”)Consulting Agreement • November 6th, 2019 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
In addition to such compensation, Akcea Therapeutics, Inc. (“Akcea”) will reimburse Consultant for Akcea approved travel and other out-of-pocket costs reasonably incurred in the course of performing services under this Agreement in accordance with Akcea’s standard expense reimbursement policy. Consultant will provide Akcea with receipts for all such costs.
INDEMNITY AGREEMENTIndemnity Agreement • April 10th, 2017 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into this [ ] day of [ ], [201 ] by and between Akcea Therapeutics, Inc., a Delaware corporation (the “Corporation”), and [ ] (“Agent”).
AKCEA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 14, 2018Investor Rights Agreement • March 15th, 2018 • Akcea Therapeutics, Inc. • Pharmaceutical preparations
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 14, 2018 between Akcea Therapeutics Inc., a Delaware corporation (“Akcea” or the “Company”), and Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis” or “Investor”).
