EX-10.9 3 d409009dex109.htm AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT
Exhibit 10.9
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (the “Voting Agreement”) is made and entered into as of May 2, 2012, by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”), Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”), Series C Preferred Stock (the “Series C Preferred Stock”), Series D Preferred Stock (the “Series D Preferred Stock”) and Series E Preferred Stock (the “Series E Preferred Stock”, and collectively with the Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the “Preferred Stock”) as listed on the Schedule of Investors attached as Exhibit A hereto (individually, an “Investor” and collectively, the “Investors”), and certain holders of Common Stock of the Company (individually, a “Common Holder” and collectively, the “Common Holders”) listed on the Schedule of Common Holders attached as Exhibit B hereto. The Company, the Common Holders and the Investors are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.”
WHEREAS, the Company, the Common Holders, and certain of the Investors (the “Existing Investors”) are parties to that certain Amended and Restated Voting Agreement, dated as of September 22, 2008 (the “Prior Agreement”);
3. Election of Directors and Observation Rights.
(a) For so long as each of 5AM Ventures LLC and its affiliated funds (collectively, “5AM”), Singapore Bio-Innovations Pte Ltd. and its affiliated funds (collectively “Singapore”), GBS Venture Partners Limited and its affiliated funds (collectively “GBS”) and Alloy Ventures and its affiliated funds (collectively “Alloy”) holds in the aggregate at least three percent (3%) of the Fully-Diluted Capital Stock (as defined below) of the Company (as adjusted for stock splits, stock dividends, recapitalizations or the like), each of 5AM, Singapore, GBS and Alloy shall be entitled to the following rights:
(i) If a designee of Singapore is not represented on the Board, then the Company shall invite a representative of Singapore to attend all meetings of the Board (and all committees thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other material that it provides to its directors; provided, however, that the Company shall reserve the right to exclude such
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representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Such representative may participate in discussions of matters brought to the Board.
(ii) If a designee of 5AM is not represented on the Board, the Company shall invite a representative of 5AM to attend all meetings of the Board (and all committees thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other material that it provides to its directors; provided, however, that the Company shall reserve the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Such representative may participate in discussions of matters brought to the Board.
(iii) If a designee of GBS is not represented on the Board, the Company shall invite a representative of GBS to attend all meetings of the Board (and all committees thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other material that it provides to its directors; provided, however, that the Company shall reserve the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Such representative may participate in discussions of matters brought to the Board.
(iv) If a designee of Alloy is not represented on the Board, the Company shall invite a representative of Alloy to attend all meetings of the Board (and all committees thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other material that it provides to its directors; provided, however, that the Company shall reserve the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Such representative may participate in discussions of matters brought to the Board.
(b) In any election of directors of the Company to elect the Preferred Directors, the Parties holding shares of Preferred Stock shall each vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Preferred Stock then owned by them (or as to which they then have voting power) as may be necessary to elect (i) one (1) director nominated by funds managed by or affiliated with Sofinnova Ventures, Inc. (“Sofinnova”), which director shall initially be Xxxxx Xxxxx, for so long as Sofinnova holds at least five percent (5%) of the Fully-Diluted Capital Stock (as defined below) of the Company (as adjusted for stock splits, stock dividends, recapitalizations or the like) and (ii) one (1) director nominated by a majority of the holders of shares of Preferred Stock, voting together as a single class, which director shall initially be Xxxxxx Xxxxxx. Xxxxx Xxxxx shall initially serve as Chairman of the Board.
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(c) (i) In any election of directors of the Company to elect At-Large Directors, the Parties holding shares of Common Stock and Preferred Stock shall each vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Common Stock and/or Preferred Stock then owned by them (or as to which they then have voting power) as may be necessary to elect one (1) director who shall be the Company’s then current Chief Executive Officer (“CEO”). Such At-Large Director shall initially be Xxxxx Xxxxxxxxx; and
For purposes of this Agreement, “Fully-Diluted Capital Stock” shall mean (A) outstanding Common Stock, (B) Common Stock issuable upon conversion of Preferred Stock, (C) Common Stock issuable upon exercise of outstanding options and (D) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants.
“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”
6. “Drag Along” Right. In the event that the Board and the holders of at least sixty percent (60%) of the then outstanding shares of Preferred Stock (on an as-converted basis) approve a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) (a “Sale of the Company”), then each Investor and Common Holder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority:
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(a) In the event the Sale of the Company is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;
(b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;
(c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;
(d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and
(e) except for this Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock.
Notwithstanding the foregoing, (x) no Investor or Common Holder shall be required to comply with the provisions of this Section 6 with respect to a Sale of the Company (i) if such Investor or Common Holder (solely in its role as a stockholder) is required to (A) make representations and warranties in any documentation to be entered into in connection with the Sale of the Company (the “Merger Documents”), that are different than the representations and warranties provided by other stockholders (solely in their role as a stockholder) or (B) contribute additional capital or assets in connection with such sale of the Company, unless such Investor or Common Holder otherwise agrees, or (ii) unless (A) the net proceeds of such Sale of the Company are to be distributed to stockholders of the Company in accordance with the Company’s Amended and Restated Certificate of Incorporation, (B) the liability of each stockholder on account of such sale or transaction, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and will not exceed the value of the consideration received by such stockholder in the sale or transaction; and (C) the amount payable by such stockholder of the Company on account of any particular claim made against it (including any escrowed proceeds received by it) will not exceed its proportional allocation based on the respective amount of consideration received by it in such transaction relative to all other stockholders and (y) no holder of Series E Preferred Stock shall be required to comply with the provisions of this Section 6 with respect to a Sale of the Company
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unless such holder would receive for each share of Series E Preferred Stock held by such holder an amount of consideration in such transaction greater than or equal to the Participation Cap applicable to the Series E Preferred Stock (as defined in the Company’s Amended and Restated Certificate of Incorporation).
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20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.
(a) In the event of a subsequent closing with an investor as provided for in Section 1.3 of the Series E Agreement, such investor shall become a party to this Agreement as an “Investor” upon receipt from such investor of a fully executed signature page hereto.
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(b) If additional parties purchase shares of the Company’s Common Stock (each additional party, a “New Common Holder”), including but not limited to, pursuant to the exercise of an option or warrant to purchase shares of Common Stock, then each such New Common Holder may become party to this Agreement as a “Common Holder” hereunder, without the need for any consent, approval or signature of any Investor or Common Holder, when such New Common Holder has both: (i) purchased such shares of Common Stock and paid the Company all consideration payable for such shares and (ii) executed a counterpart signature page to this Agreement. The Company shall require each stockholder owning shares of the Company’s Common Stock, which shares represent in the aggregate at least one percent (1.0%) of the total capital stock of the Company, to become a party to this Agreement as a “Common Holder”. For purposes of this Section 23(b), “total capital stock of the Company” shall include (A) all outstanding shares of the Company’s Common Stock, (B) all shares of Common Stock issuable upon conversion or exercise of all outstanding convertible or exercisable securities of the Company and (C) all shares of Common Stock reserved for issuance pursuant to the Company’s employee stock plans.
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Fund, Fidelity Rutland Square Trust II: Strategic Advisers Core Fund, Fidelity Rutland Square Trust II: Strategic Advisers Core Multi-Manager Fund, Fidelity Securities Fund: Fidelity Dividend Growth Fund, Fidelity Select Portfolios: Biotechnology Portfolio and Variable Insurance Products Fund III: Balanced Portfolio (each, a “Fidelity Investor”) (or any affiliate thereof) is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed on behalf of the trustees of each such Fidelity Investor or any such affiliate thereof as trustees and not individually and that the obligations of this Agreement are not binding on any of the trustees, officers or stockholders of any such Fidelity Investor or any such affiliate thereof individually but are binding only upon each such Fidelity Investor or any such affiliate thereof and its assets and property.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
KALOBIOS PHARMACEUTICALS, INC. | ||
/s/ Xxxxx Xxxxxxxxx | ||
Xxxxx Xxxxxxxxx Chief Executive Officer | ||
Address: | 000 Xxxx Xxxxx Xxxxxx | |
Xxxxx Xxx Xxxxxxxxx, XX 00000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
FIDELITY MAGELLAN FUND: FIDELITY MAGELLAN FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer | |
FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer | |
FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
VARIABLE INSURANCE PRODUCTS FUND III: BALANCED PORTFOLIO | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer | |
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR DIVIDEND GROWTH FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer | |
FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS CORE MULTI-MANAGER FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer | |
FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS CORE FUND | ||
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: | Deputy Treasurer |
Address for Notices: | Xxxxxx Xxxx | |
Fidelity Investments | ||
00 Xxxxxxxxxx Xxxxxx, | ||
X00X | ||
Xxxxxx, XX 00000 | ||
Tel: 000-000-0000 | ||
Fax: 000-000-0000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
Mitsubishi UFJ Capital II, Limited partnership | ||
by: | Mitsubishi UFJ Capital its General Partner | |
By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
Name: | Xxxxxxxxx Xxxxxxxxx | |
Title: | President |
Address: | 0-0-00 Xxxxxxxxxx, Xxxx-xx | |
Xxxxx, 000-0000, Xxxxx |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
GENZYME CORPORATION | ||
By: /s/ Xxxxx Xxxxxx | ||
Name: Xxxxx Xxxxxx | ||
Title: President and Chief Executive Officer | ||
Address: | Genzyme Corporation | |
000 Xxxxxxx Xxxxxx | ||
Xxxxxxxxx, XX 00000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
MPM BIOVENTURES III, L.P. | ||
By: | MPM BioVentures III GP, L.P., its General Partner | |
By: | MPM BioVentures III LLC, its General Partner | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Series A Member |
MPM BIOVENTURES III-QP, L.P. | ||
By: | MPM BioVentures III GP, L.P., its General Partner | |
By: | MPM BioVentures III LLC, its General Partner | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Series A Member |
MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG | ||
By: | MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner | |
By: | MPM BioVentures III LLC, its General Partner | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Series A Member |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
MPM BIOVENTURES III PARALLEL FUND, L.P. | ||
By: | MPM BioVentures III GP, L.P., its General Partner | |
By: | MPM BioVentures III LLC, its General Partner | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Series A Member |
MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Manager |
MPM BIOVENTURES STRATEGIC FUND, L.P. | ||
By: | MPM BioVentures III GP, L.P., its General Partner | |
By: | MPM BioVentures III LLC, its General Partner | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Series A Member |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
SOFINNOVA VENTURE PARTNERS V, LP | ||
By: | Sofinnova Management V 2005, LLC Its General Partner | |
By: | /s/ Xxxxx X. Xxxxx | |
Xxxxx X. Xxxxx, Managing Director |
SOFINNOVA VENTURE AFFILIATES V, LP | ||
By: | Sofinnova Management V, LLC Its General Partner | |
By: | /s/ Xxxxx X. Xxxxx | |
Xxxxx X. Xxxxx, Managing Director |
SOFINNOVA VENTURE PRINCIPALS V, LP | ||
By: | Sofinnova Management V, LLC Its General Partner | |
By: | /s/ Xxxxx X. Xxxxx | |
Xxxxx X. Xxxxx, Managing Director |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||||
ALLOY PARTNERS 2000, L.P. ALLOY VENTURES 2000, L.P. ALLOY CORPORATE 2000, L.P. ALLOY INVESTORS 2000, L.P. ALLOY ANNEX I, L.P. | ||||
/s/ [Illegible] | ||||
By: Alloy Ventures 2000, LLC, its General Partner | ||||
Address: | 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||||
5AM VENTURES LLC | ||||
By: | /s/ [Illegible] | |||
Name: | ||||
Title: | ||||
Address: | 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 | |||
5AM CO-INVESTORS LLC | ||||
By: | /s/ [Illegible] | |||
Name: | ||||
Title: | ||||
Address: | 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
INVESTORS: | ||
LB I GROUP INC. | ||
By: | /s/ Xxxxxx Xxx | |
Name: | Xxxxxx Xxx | |
Title: | Vice President |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS:
Signed for and on behalf of GBS Venture Partners Limited (ABN 54 072 515 247) in its capacity as trustee of GBS BioVentures II | ||||||
/s/ Xxxxxxxx Xxxxx | /s/ Xxxxx Xxxxxx | |||||
Director | Director | |||||
Xxxxxxxx Xxxxx | Xxxxx Xxxxxx | |||||
Name | Name | |||||
Signed for and on behalf of GBS Venture Partners Limited (ABN 54 072 515 247) in its capacity as trustee of the Genesis Fund | ||||||
/s/ Xxxxxxxx Xxxxx | /s/ Xxxxx Xxxxxx | |||||
Director | Director | |||||
Xxxxxxxx Xxxxx | Xxxxx Xxxxxx | |||||
Name | Name |
Address: | Xxxxx 0, 00 Xxxxxxx Xx. Xxxxxxxxx Xxx, Xxxxxxxxx |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
G&H PARTNERS | ||
By: | /s/ Xxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxx Xxxxxxx | |
Title: |
Address: | c/x Xxxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxx. Xxxxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
INVESTORS: | ||
XXXXXX INTERNATIONAL INC. | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: | CVP Controller |
Address: | Xxx Xxxxxx Xxxxxxx Xxxxxxxxx, XX 00000-0000 |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
COMMON HOLDERS: |
/s/ Xxx Xxxxxxx |
Xxx Xxxxxxx |
/s/ Xxxxxxxx Xxxxxxxxx |
Xxxxxxxx Xxxxxxxxx |
/s/ Xxxxx Xxxxxxxxx |
Xxxxx Xxxxxxxxx |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
EXHIBIT A
GBS Venture Partners Limited, as trustee of the Bioscience Ventures II Fund and the Genesis
Fund
Lotus BioScience Investment Holdings Ltd.
5AM Investors, LLC
5AM Co-Investors, LLC
Singapore Bio-Innovations Pte Ltd.
Sofinnova Venture Partners V, LP
Sofinnova Ventures Affiliates V, LP
Sofinnova Venture Principals V, LP
Alloy Partners 2000, L.P.
Alloy Ventures 2000, L.P.
Alloy Corporate 2000, L.P.
Alloy Investors 2000, L.P.
Alloy Annex I, L.P.
Xxxxxx Xxxxxx
Xxxxx Xxxxxxx
MPM BioVentures III, L.P.
MPM BioVentures III-QP, L.P.
MPM BioVentures III GmbH & Co. Beteiligungs KG
MPM BioVentures III Parallel Fund, L.P.
MPM Asset Management Investors 2005 BVIII LLC
MPM BioVentures Strategic Fund, L.P.
Xxxxxx Xxxx
Xxxxxx X. Builder
Xxxxxx Xxxxx
LB I Group Inc.
Mitsubishi UFJ Capital II, Limited partnership
Genzyme Corporation
G&H Partners
Xxxxxxxxxx & Co., LLC
Xxxxxx International Inc.
Development Bank of Japan
Fidelity Advisor Series I: Fidelity Advisor Dividend Growth Fund
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
Fidelity Magellan Fund: Fidelity Magellan Fund
Fidelity Rutland Square Trust II: Strategic Advisers Core Fund
Fidelity Rutland Square Trust II: Strategic Advisers Core Multi-Manager Fund
Fidelity Securities Fund: Fidelity Dividend Growth Fund
Fidelity Select Portfolios: Biotechnology Portfolio
Variable Insurance Products Fund III: Balanced Portfolio
EXHIBIT B
Xxxxxx X. Xxxxxx, PhD
Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx
Xxxxx Xxxxxxxxx
5AM Ventures LLC
5AM Co-Investors LLC
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT
EXHIBIT C
ADOPTION AGREEMENT
This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as of May 2, 2012 (the “Agreement”) by and among the Company and certain of its Stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows:
EXECUTED AND DATED this day of , .
TRANSFEREE: | ||||
By: | ||||
Name and Title | ||||
Address: | ||||
Fax: |
Accepted and Agreed: | ||||
KALOBIOS PHARMACEUTICALS, INC | ||||
By: | ||||
Name: | ||||
Title: |
SIGNATURE PAGE TO KALOBIOS PHARMACEUTICALS, INC.
AMENDED & RESTATED VOTING AGREEMENT