UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2020 • Akouos, Inc. • Pharmaceutical preparations • New York
Akouos, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Cowen and Company, LLC (“Cowen”), Piper Sandler & Co. (“Piper”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Cowen and Piper are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [·] additional shares of Common Stock. The aforesaid [·] shares of Common Stock (the “In
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Akouos, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
AKOUOS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 13th, 2021 • Akouos, Inc. • Pharmaceutical preparations • New York
Akouos, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Akouos, Inc. STOCK OPTION AGREEMENTStock Option Agreement • June 5th, 2020 • Akouos, 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.
Akouos, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
Akouos, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This restricted stock award 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.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2021 • Akouos, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), is made and entered into by and between Akouos, Inc. (the “Company”), and Jennifer Wellman (“Executive”), and is effective as of August 12, 2021 (the “Effective Date”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 17, 2022, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Kearny Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Akouos, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, KEARNY ACQUISITION CORPORATION and AKOUOS, INC. Dated as of October 17, 2022Agreement and Plan of Merger • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT between...License Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”), effective as of October 27, 2017 (“Effective Date”), is made between Massachusetts Eye and Ear Infirmary, a Massachusetts corporation having offices located at 243 Charles Street, Boston MA 02114 and The Schepens Eye Research Institute, Inc., a Massachusetts non-profit corporation having offices located at 20 Staniford Street, Boston, MA 021214 (collectively, “MEE”) and Akouos, Inc., a Delaware corporation having offices at [**], United States (“Akouos”). Akouos and MEE shall hereinafter collectively be referred to as the “Parties” and each, individually, as a “Party”.
LEASE BETWEEN BOSTON HARBOR INDUSTRIAL DEVELOPMENT LLC AND AKOUOS, INC.Lease • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • Massachusetts
Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SUBLICENSE AGREEMENT between LONZA...Sublicense Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • New York
This Sublicense Agreement (“Agreement”), effective as of October 27, 2017 (“Effective Date”), is made between Lonza Houston, Inc., a Delaware corporation having a principal place of business at 8066 El Rio Street, Houston, Texas 77054, United States, (“Lonza”) and Akouos, Inc., a Delaware corporation having a principal place of business at [**], United States (“Akouos”). Akouos and Lonza shall hereinafter collectively be referred to as the “Parties” and each, individually, as a “Party”.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 5th, 2020 • Akouos, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 27th day of February, 2020, by and among Akouos, 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”, along with any additional investors that become a party to this Agreement in accordance with Subection 6.9 hereof.
645 SUMMER STREET Boston, MA First Amendment to Lease Akouos, Inc.Lease • May 13th, 2021 • Akouos, Inc. • Pharmaceutical preparations
Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure.
VIA ELECTRONIC MAIL November 19, 2020 Dr. Rabia Gurses Ozden Dear Rabia:Akouos, Inc. • March 29th, 2021 • Pharmaceutical preparations • Massachusetts
This letter agreement confirms our agreement with respect to your separation from employment with Akouos, Inc. (the “Company”). As we have discussed, provided that you timely sign and return this letter agreement, the Company will continue to employ you through a Transition Period (as defined below), pursuant to the terms and conditions set forth in this letter agreement.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Kearny Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
