WARRANT TO PURCHASE SHARESWarrant Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • Delaware
THIS WARRANT is issued to Western Pacific Securities (the “Stockholder”) by KineMed, Inc., a Delaware corporation (the “Company.”). This Warrant is granted as of May 31, 2013 (the “Warrant Issue Date”) pursuant to the terms of that certain Placement Agent Agreement, dated as of September 12, 2012, between the Company and Western Pacific Securities (the “Placement Agent Agreement”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • Delaware
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is effective as of the 12th day of June, 2012 (the “Effective Date”) by and between KineMed, Inc., a Delaware company located at 5980 Horton Street, Suite 470, Emeryville, CA 94608 (“KineMed”) and Glaxo Group Limited, a company organized under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 ONN, England (“GSK”). Each of KineMed and GSK may be referred to herein as a “Party” or collectively as the “Parties”.
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT —EXCLUSIVE COVER PAGEPatent License Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
LEASE BETWEEN E S EAST, LLC (LANDLORD) And KINEMED, INC. (TENANT) EmeryStation East, 5885 Hollis Street Emeryville, CaliforniaLease Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
NINTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT)Lease • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December I, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”) and via Eighth Amendment dated July 31, 2010 (the “Eighth Amendment”), is hereby further
ContractWarrant Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND QUALIFICATION OR REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL (SUCH SATISFACTION BEING TO THE FORM AND SUBSTANCE OF THE OPINION AS WELL AS TO THE COUNSEL RENDERING THE OPINION) THAT REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
SECOND AMENDMENT to LEASE BETWEEN E S EAST, LLC (LANDLORD) and KINEMED, INC. (TENANT)Lease • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease with an Effective Date of October 20, 2012 made by and between E S East, LLC as Landlord and KineMed, Inc., as Tenant (the “Original Lease”), as such was amended via First Amendment with an Effective Date of July 1, 2012 (the “First Amendment”), is hereby amended by the terms of this Second Amendment (the “Second Amendment”). The effective date of this Second Amendment shall be June 15, 2013 (the “Second Amendment Effective Date”). Effective upon the Second Amendment Effective Date, the Original Lease, First Amendment and this Second Amendment shall together constitute and be referred to as the “Lease” for all purposes thereunder.
TENTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE H, LLC (LANDLORD) And KINEMED, INC. (TENANT)Lease • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates H, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December 1, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”), via Eighth Amendment dated July 31, 2010 (the “Eighth Amendment”) and via Ninth Amendmen
SEVENTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaLease • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), and via Sixth Amendment whose effective date was December 1, 2008 (the “Sixth Amendment”), is hereby further amended as follows (the Original Lease as amended previously by the First, Second, Third, Fourth, Fifth and Sixth Amendments, and now by this Seventh Amendment, are collectively referred to as the “Lease”). The effective date
Lock-Up AgreementLock-Up Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with KineMed, Inc., a (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Shares”).
FIRST AMENDMENT to LEASE BETWEEN E S EAST, LLC (LANDLORD) And KINEMED, INC. (TENANT)Lease Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease with an Effective Date of October 20, 2012 made by and between E S East, LLC as Landlord and KineMed, Inc., as Tenant (the “Original Lease”) is hereby amended by the terms of this First Amendment (the “First Amendment”). The effective date of this First Amendment shall be July 1, 2012 (the “First Amendment Effective Date”). Effective upon the First Amendment Effective Date, the Original Lease and this First Amendment thereto shall together constitute and be referred to as the “Lease” for all purposes thereunder.
AMENDMENT #6 TO: EXCLUSIVE LICENSE BETWEEN KINEMED INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FORExclusive License • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
Effective September 22, 2005 (the “EFFECTIVE DATE OF AMENDMENT #6”), THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1620 (“REGENTS”) and KINEMED, INC., a Delaware corporation having a principal place of business at EmeryStation North, 5980 Horton Street, Suite 400, Emeryville, CA 94608-2012 (“LICENSEE”), agree to amend that certain Agreement between REGENTS and LICENSEE which bears an effective date of February 16, 2001 (as amended previously through Amendments #1, #2, #3, #4, and #5 said Amendments bearing effective dates of June 15, 2002, October 15, 2002, March 25, 2003, November 6, 2003, and March 1, 2004, respectively), as follows:
AMENDMENT #7 TO: EXCLUSIVE LICENSE BETWEEN KINEMED INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FORExclusive License • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
Effective April 11, 2011 (the “EFFECTIVE DATE OF AMENDMENT #7”), THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94704-1347 (“REGENTS”) and KINEMED, INC., a Delaware corporation having a principal place of business at EmeryStation North, 5980 Horton Street, Suite 400, Emeryville, CA 94608-2012 (“LICENSEE”), agree to amend that certain Agreement between REGENTS and LICENSEE which bears an effective date of February 16, 2001 (as amended previously through Amendments #1, #2, #3, #4, #5 and #6 said Amendments bearing effective dates of June 15, 2002, October 15, 2002, March 25, 2003, November 6, 2003, March 1, 2004, and September 22, 2005 respectively), as follows:
to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaLease • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December I, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”) and via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), is hereby further amended as follows (the Original Lease as amended previously by the First, Second, Third and Fourth Amendments and now by this Fifth Amendment collectively referred to as the “Lease”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____, 2013 between KineMed, Inc., a Delaware corporation (the “Company”), and ____________, an individual (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ContractExclusive License • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research • California
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
REVISED FOURTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) and KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaLease Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the "Original Lease") as such was amended via First Amendment executed on June 27, 2003 (the "First Amendment"), further amended via Second Amendment whose Effective Date was December 1, 2004 (the "Second Amendment") and further amended via Revised Third Amendment whose Effective Date was February 28, 2005, is hereby further amended as follows (the Original Lease as amended previously by the First, Second, and Revised Third Amendments and now by this Revised Fourth Amendment is collectively the "Lease"):
NATIONAL INSTITUTES OF HEALTH FIRST AMENDMENT TO L-035-2012/0L-035-2012/0 • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and KineMed Inc. having an effective date of January 3, 2012 and having NIH Reference Number L-035-2012/0 (“Agreement”). This First Amendment, having NIH Reference Number L-035-2012/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 208523804, U.S.A., and KineMed, Inc., having an office at 5980 Horton Street, Suite 470, Emeryville, CA 94608 (“Licensee”). This First Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and new Appendix D (Benchmarks and Performance).
EIGHTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT)Lease Agreement • January 8th, 2014 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 3 I , 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December 1, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, and via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”), is hereby further amended as follows (the Original Lease as amended previously by
