Standard Contracts
KYTHERA BIOPHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [·] by and between Kythera Biopharmaceutical, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
Kythera Biopharmaceuticals, Inc.Stock Option Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
ContractPreferred Stock Purchase Warrant • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
KYTHERA BIOPHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
Kythera Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
KYTHERA BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 2, 2012 (the “Effective Date”) by and between Kythera Biopharmaceuticals, Inc. (the “Company”) and Jeffrey Webster (“Employee”), and amends and restates in its entirety that certain Employment Agreement (the “Prior Agreement”) entered into between the Company and Employee effective as of June 1, 2009.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO LICENSE AGREEMENT (“Second Amendment”) is entered into as of April 2, 2012 (“Second Amendment Effective Date”) by and between BAYER CONSUMER CARE AG, a company organized under the laws of the Switzerland (“BCC”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 21 day of April, 2011 by and between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
KYTHERA BIOPHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT August 30, 2011Investor Rights Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of August 30, 2011, by and among Kythera Biopharmaceuticals, 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.
SECOND AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENTServices, Research, Development and Collaboration Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENT (“Second Amendment”) is entered into as of April 2, 2012 (“Second Amendment Effective Date”) by and between INTENDIS GMBH., a company organized under the laws of the Federal Republic of Germany (“Intendis”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO LICENSE AGREEMENT (“First Amendment”) is entered into as of March 21, 2011 (“First Amendment Effective Date”) by and between BAYER CONSUMER CARE AG, a company organized under the laws of the Switzerland (“BCC”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”).
AESTHERX, INC. WARRANT TO PURCHASE SHARESWarrant Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
This Warrant is issued to or its registered assign (the “Holder”) by AESTHERX, INC., a Delaware corporation (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) of even date herewith, in connection with the Company’s issuance to the holder of this Warrant of a Convertible Promissory Note (the “Note”). This Warrant is one of the “Series B Warrants” issued pursuant to the Note and Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, simultaneously with a Replacement Event (as defined in the Note Purchase Agreement), (i) without any further action of the Company or the Holder, this Warrant shall be automatically cancelled and neither the Company nor the Holder shall have any rights arising hereunder and (ii) the Company shall issue to each Holder as a replacement for this Warrant a Fallback Warrant (as defined in the Note Purchase Agreement).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the 23 day of March, 2012 by and between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This Amendment to License Agreement (this “Amendment”), effective as of August 18, 2010 (the “Amendment Effective Date”) by and between Kythera Biopharmaceuticals, Inc., a Delaware corporation located at 27200 West Agoura Rd., Ste. 200, Calabasas, CA 91301 (“Kythera”) and Los Angeles Biomedical Research Institute at Harbor/UCLA Medical Center, a not-for-profit corporation organized under the laws of California with a principal place of business at 1124 West Carson Street, Torrance, CA 90502 (“LA BioMed”).
27200 West Agoura Road Suite 200 Calabasas, CA 91301 818.587.4500 Phone 818.587.4591 Fax kytherahiopharma.comLicense Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENTServices, Research, Development and Collaboration Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENT (this “Collaboration Agreement”) is entered into as of August 26, 2010 (the “Effective Date”) by and between INTENDIS GMBH., a company organized under the laws of the Federal Republic of Germany (“Intendis”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Kythera”). Kythera and Intendis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENT NO. 1991Loan and Security Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT NO. 1991 (this “Agreement”) is entered into as of March 21, 2011, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
FIRST AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENTServices, Research, Development and Collaboration Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO SERVICES, RESEARCH, DEVELOPMENT AND COLLABORATION AGREEMENT (“First Amendment”) is entered into as of November 17,2010 (“First Amendment Effective Date”) by and between INTENDIS GMBH., a company organized under the Jaws of the Federal Republic of Germany (“Intendis”), and KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (‘‘Kythera”).
KYTHERA BIOPHARMACEUTICALS, INC. AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 is made as of January 27, 2012, between KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages hereto.
FIRST AMENDMENT TO LEASELease • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is dated as of January 8, 2010, between 27200 Associates, LLC, a California limited liability company (“Lessor”), and Kythera Biopharmaceuticals, Inc., a Delaware corporation (“Lessee”).
ContractPreferred Stock Purchase Warrant • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
AMENDMENT NO. 01 Dated December 30, 2011 TO that certain Loan and Security Agreement No. 1991 dated as of March 21, 2011, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and KYTHERA BIOPHARMACEUTICALS, INC. (“Borrower”).Loan and Security Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • California
WHEREAS, Borrower has requested that Lender modify certain terms of its existing term loan financing under the Agreement;
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • May 17th, 2012 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is made as of this 29th day of November, 2010 (the “Effective Date”) by and between Kythera Biopharmaceuticals, Inc. having a principal place of business at 27200 West Agoura Road, Calabasas, California 91301 (“Kythera”) and Hospira Worldwide, Inc., having a principal place of business at 275 North Field Drive, Lake Forest, Illinois, 60045, (U.S.A.) (“Hospira”).
