DENALI THERAPEUTICS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2017 and is between Denali Therapeutics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Denali Therapeutics Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • January 29th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Denali Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,826,087 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,173,913 additional shares (the “Optional Shares”) of the Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
DENALI THERAPEUTICS INC. Common Stock ($0.01 par value) Having an Aggregate Offering Price of up to $400,000,000 Equity Distribution AgreementTerms Agreement • February 28th, 2022 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Denali Therapeutics Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman, Sachs & Co. LLC (“Goldman”), SVB Securities LLC (“SVB Securities”) and Cantor Fitzgerald & Co. (“Cantor”) (each a “Manager” and, collectively, the “Managers”) as follows:
LEASE THE COVE AT OYSTER POINT HCP OYSTER POINT III LLC, a Delaware limited liability company as Landlord, and DENALI THERAPEUTICS INC., a Delaware corporation, as Tenant.Lease • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • California
This 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 HCP OYSTER POINT III LLC, a Delaware limited liability company (“Landlord”), and DENALI THERAPEUTICS INC., a Delaware corporation (“Tenant”).
Denali Therapeutics Inc. Common Stock, par value $0.01 per share Underwriting AgreementDenali Therapeutics Inc. • October 20th, 2022 • Biological products, (no disgnostic substances) • New York
Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen:
DENALI THERAPEUTICS INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (the “Agreement”) is made as of February 27, 2024 (the “Effective Date”), by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
November 10, 2017 Steve Krognes c/o Denali Therapeutics Inc. South San Francisco, CA 94080 Re: Confirmatory Employment Letter Dear Steve:Letter Agreement • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Agreement”) is entered into between Denali Therapeutics Inc. (the “Company”) and Steve Krognes. This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment with the Company.
DENALI THERAPEUTICS INC. STANDSTILL AND STOCK RESTRICTION AGREEMENTStandstill and Stock Restriction Agreement • November 5th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Standstill and Stock Restriction Agreement (this “Agreement”) is made as of September 22, 2020 (“Effective Date”) by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”) and Biogen MA Inc., a Massachusetts corporation (the “Investor”).
LICENSE AND COLLABORATION AGREEMENT among F-STAR GAMMA LIMITED, F-STAR BIOTECHNOLOGISCHE FORSCHUNGS-UND ENTWICKLUNGSGES.M.B.H, F-STAR BIOTECHNOLOGY LIMITED, and DENALI THERAPEUTICS INC. Dated as of 24 August 2016License and Collaboration Agreement • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • England
THIS LICENSE AND COLLABORATION AGREEMENT is made and entered into effective as of 24 August 2016 (the “Effective Date”) by and between
EXCLUSIVE LICENSE AGREEMENT BETWEEN GENENTECH, INC. AND DENALI THERAPEUTICS INC. AS OF JUNE 17, 2016Exclusive License Agreement • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • California
This Exclusive License Agreement (“Agreement”) is made and entered into as of the 17th day of June, 2016 (the “Effective Date”) by and between Denali Therapeutics Inc., a Delaware corporation with a principal place of business at 201 Gateway Blvd., South San Francisco, CA 94080 (“Denali”) and Genentech, Inc., a Delaware corporation, with offices located at 1 DNA Way, South San Francisco, CA 94080 (“Genentech”). Denali and Genentech are each referred to herein individually as a “Party” and collectively as the “Parties.”
INVESTORS’ RIGHTS AGREEMENTRights Agreement • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 8th day of May, 2015, by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 19th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of January 3, 2018 by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”), and Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (the “Investor”).
OPTION AND COLLABORATION AGREEMENT between DENALI THERAPEUTICS INC. and TAKEDA PHARMACEUTICAL COMPANY LIMITEDOption and Collaboration Agreement • July 13th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This Option and Collaboration Agreement (the “Agreement”) is made and entered into effective as of January 3, 2018 (the “Execution Date”) by and between Denali Therapeutics, Inc., a Delaware corporation (“Denali”), and Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (“Takeda”). Denali and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENT betweenCollaboration and License Agreement • March 12th, 2019 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This Collaboration and License Agreement (“Agreement”) is made and entered into effective as of October 29, 2018 (“Execution Date”) by and between Denali Therapeutics Inc., a Delaware corporation (“Denali”) with its principal place of business located at 151 Oyster Point Blvd., South San Francisco, California 94080, U.S.A., and Genzyme Corporation, a Massachusetts corporation (“Sanofi”) with its principal place of business located at 50 Binney Street, Cambridge, Massachusetts 02142. Denali and Sanofi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Right of First Negotiation, Option and License Agreement Between Denali Therapeutics Inc., Biogen MA, Inc. and Biogen International GmbH Dated October 6, 2020Option and License Agreement • November 5th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This Right of First Negotiation, Option and License Agreement (this “Agreement”) is entered into as of October 6, 2020 (the “Effective Date”) by and among Denali Therapeutics Inc., a Delaware corporation with its principal place of business located at 161 Oyster Point Blvd., South San Francisco, California 94080 (“Denali”), Biogen MA, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts having an office at 225 Binney Street, Cambridge, MA 02142 (“BIMA”), and Biogen International GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland, whose registered office is at Neuhofstrasse 30, 6340 Baar, Switzerland (“BIG,” together with BIMA, collectively, “Biogen”). Biogen and Denali are each individually referred to as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED GAMMA IP LICENCE AGREEMENT among F-STAR BIOTECHNOLOGY LIMITED, and F-STAR GAMMA LIMITED, Dated as of 24 August 2016License Agreement • August 9th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • England
THIS AMENDED AND RESTATED LICENSE AGREEMENT is made and entered into effective as of 24 August 2016 (the “Effective Date”) by and between
July 26, 2024Denali Therapeutics Inc. • August 1st, 2024 • Biological products, (no disgnostic substances)
As you know, Denali Therapeutics Inc. (“Denali”), Biogen MA, Inc. (“BIMA”) and Biogen International GmbH (“BIG”, together with BIMA, “Biogen”) are parties to that certain Right of First Negotiation, Option and License Agreement dated October 6, 2020, as amended pursuant to that certain amendment dated August 17, 2023 (the “Agreement”) and, on April 1, 2023, Biogen exercised its Option with respect to the ATV:Abeta Program pursuant to the Agreement. Biogen now wishes to terminate its rights under the Agreement with respect to the ATV:Abeta Program and the Parties wish to confirm their discussions and understanding regarding the return of rights to Denali with respect to the ATV:Abeta Program and certain related arrangements, all as further described in this side letter (the “Letter”).
AMENDMENT NO. 9 to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT dated 6th September 2017 between LONZA SALES AG and LONZA AG and DENALI THERAPEUTICS INC.Development and Manufacturing Services Agreement • February 27th, 2023 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland; and
Amendment No. 6 to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Dated 6th September 2017 Between LONZA SALES AG and DENALI THERAPEUTICS lNC.Development and Manufacturing Services Agreement • February 26th, 2021 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
FIRST AMENDMENT TO LEASE (Relocation and Expansion)Lease • August 9th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of May 2, 2018 (the "Effective Date"), by and between HCP OYSTER POINT III LLC, a Delaware limited liability company ("Landlord"), and DENALI THERAPEUTICS INC., a Delaware corporation ("Tenant").
ContractDenali Therapeutics Inc. • February 27th, 2023 • Biological products, (no disgnostic substances)
*** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Amendment to Definitive LRRK2 Agreement and Waiver of and Amendment to Right of First Negotiation, Option, and License AgreementDefinitive Lrrk2 Agreement • November 7th, 2023 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
Reference is hereby made to the Definitive LRRK2 Collaboration and License Agreement, entered into as of October 4, 2020 (the “LRRK2 Agreement”), by and between Denali Therapeutics Inc., a Delaware corporation with its principal place of business located at 161 Oyster Point Blvd., South San Francisco, California 94080 (“Denali”), Biogen MA, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts having an office at 225 Binney Street, Cambridge, MA 02142 (“BIMA”), and Biogen International GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland, whose registered office is at Neuhofstrasse 30, 6340 Baar, Switzerland (“BIG”, together with BIMA, collectively, “Biogen”).
ConfidentialDevelopment and Manufacturing Services Agreement • March 19th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
Provisional Collaboration and License Agreement Between Denali Therapeutics, Inc., Biogen MA, Inc. and Biogen International GmbH Dated August 5, 2020Provisional Collaboration and License Agreement • November 5th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This Provisional Collaboration and License Agreement (“Provisional Collaboration and License Agreement”) is entered into as of August 5, 2020 (the “Execution Date”) by and between Denali Therapeutics Inc., a Delaware corporation with its principal place of business located at 161 Oyster Point Blvd., South San Francisco, California 94080 (“Denali”), Biogen MA, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts having an office at 225 Binney Street, Cambridge, MA 02142 (“BIMA”), and Biogen International GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland, whose registered office is at Neuhofstrasse 30, 6340 Baar, Switzerland (“BIG”, together with BIMA, collectively, “Biogen”). Biogen and Denali are each individually referred to as a “Party” and collectively as the “Parties.”
AMENDMENT num, 3 to the Development and Manufacturing Services Agreement of 6 September 2017Denali Therapeutics Inc. • February 26th, 2021 • Biological products, (no disgnostic substances)
Definitive LRRK2 Collaboration and License Agreement Between Denali Therapeutics Inc., Biogen MA, Inc. and Biogen International GmbH Dated October 4, 2020Collaboration and License Agreement • November 5th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
This Definitive LRRK2 Collaboration and License Agreement (“Definitive LRRK2 Agreement”) is entered into as of October 4, 2020 (the “Effective Date”) by and between Denali Therapeutics Inc., a Delaware corporation with its principal place of business located at 161 Oyster Point Blvd., South San Francisco, California 94080 (“Denali”), Biogen MA, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts having an office at 225 Binney Street, Cambridge, MA 02142 (“BIMA”), and Biogen International GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland, whose registered office is at Neuhofstrasse 30, 6340 Baar, Switzerland (“BIG”, together with BIMA, collectively, “Biogen”). Biogen and Denali are each individually referred to as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 5th, 2020 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of August 5, 2020 by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”), and Biogen MA Inc., a Massachusetts corporation (the “Investor”).
AMENDMENT NO. 3Development and Manufacturing Services Agreement • November 8th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
AMENDMENT NO. 7 to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT dated 6th September 2017 between LONZA SALES AG and LONZA AG and DENALI THERAPEUTICS INC.Development and Manufacturing Services Agreement • February 27th, 2023 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
Development & Manufacturing Services Agreement (the “Agreement”)Services Agreement • November 13th, 2017 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
ContractDevelopment and Manufacturing Services Agreement • November 8th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
AMENDED AND RESTATED GAMMA IP LICENCE AGREEMENT among F-STAR BIOTECHNOLOGY LIMITED, and F-STAR GAMMA LIMITED, Dated as of 24 August 2016License Agreement • December 6th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • England
THIS AMENDED AND RESTATED LICENSE AGREEMENT is made and entered into effective as of 24 August 2016 (the “Effective Date”) by and between
DENALI THERAPEUTICS INC. STANDSTILL AND STOCK RESTRICTION AGREEMENTStandstill and Stock Restriction Agreement • March 19th, 2018 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Standstill and Stock Restriction Agreement (this “Agreement”) is made as of February 23, 2018 (“Effective Date”) by and among Denali Therapeutics Inc., a Delaware corporation (the “Company”) and Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (the “Investor”).
NOMINATING AGREEMENTNominating Agreement • February 27th, 2024 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS NOMINATING AGREEMENT (this “Agreement”), dated as of February [29], 2024, is by and between Denali Therapeutics Inc., a Delaware corporation (the “Company”) and Baker Brothers Life Sciences, L.P. and 667, L.P. (collectively, the “Investor”).
to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT Dated 6th September 2017 Between LONZA SALES AG and DENALI THERAPEUTICS INC.Development and Manufacturing Services Agreement • February 26th, 2021 • Denali Therapeutics Inc. • Biological products, (no disgnostic substances)
