0001193125-12-389324 Sample Contracts

DEVELOPMENT, COMMERCIALIZATION COLLABORATION AND LICENSE AGREEMENT
Development, Commercialization Collaboration and License Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York
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AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

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 col

NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”), effective as of October 15, 2010 (the “Effective Date”), is entered into by and between BioWa, Inc., a Delaware corporation, with a principal place of business at 212 Carnegie Center, Suite 101, Princeton, New Jersey 08540, USA (“BioWa”), Lonza Sales AG, a Swiss corporation, with a principal place of business at Munchensteinerstrasse 38, Basel, CH-4002 Switzerland (“Lonza) (together “the Licensor”) and Kalobios Pharmaceuticals, Inc., of 260 E. Grand Ave., South San Francisco, CA 94080, USA (“Licensee”). Lonza, BioWa, Licensor or Licensee may hereafter be referred to individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California

This AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of May 2, 2012 by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David Pritchard, Geoffrey Yarranton, Dan Shochat, 5AM Ventures LLC, and 5AM Co-Investors LLC (each a “Key Common Holder” and together the “Key Common Holders”) and the parties listed on Exhibit A (the “Purchasers”) who are holders of the Company’s Series A Preferred Stock (the “Series A Stock”), the Company’s Series B-1 Preferred Stock (the “Series B-1 Stock”), the Company’s Series B-2 Preferred Stock (the “Series B-2 Stock”), the Company’s Series C Preferred Stock (the “Series C Stock”), the Company’s Series D Preferred Stock (the “Series D Stock”) and/or the Company’s Series E Preferred Stock (the “Series E Stock” and, together with the Series A Stock, the Series B-1 Stock the Series B-2 Stock, the Series C Stock and the Series D Stock, the “Preferred Shares”).

KALOBIOS PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MAY 2, 2012
Investors’ Rights Agreement • September 12th, 2012 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • California

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of May 2, 2012, by and among KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

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