AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ADURO BIOTECH, INC., a Delaware corporation; ASPIRE MERGER SUB, INC., a Delaware corporation; and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation Dated as of June 1, 2020Merger Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 1, 2020, by and among ADURO BIOTECH, INC., a Delaware corporation (“Parent”), ASPIRE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SUPPORT AGREEMENTSupport Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2020, is by and between Chinook Therapeutics U.S., Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A (the “Stockholder”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
The undersigned signatory (the “Stockholder”) of this lock-up agreement (this “Agreement”) understands that: (i) Aduro Biotech, Inc., a Delaware corporation (“Parent”) proposes to enter into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”) with Aspire Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Chinook Therapeutics U.S., Inc., a Delaware corporation (the “Company”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agr
CONSULTING AGREEMENTConsulting Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • California
Aduro Biotech, Inc., with a place of business at 740 Heinz Avenue, Berkeley, CA 94710 (“Aduro”) and IREYA B.V having an address at Staalwijkstraat 16, 2313 XR Leiden, the Netherlands, represented by Andrea van Elsas, (“Consultant”) agree to all terms and conditions of this Consulting Agreement (“Agreement”) dated June 1, 2020, effective as of July 1, 2020 (“Effective Date”).
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN ADURO BIOTECH, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated as of [•]Contingent Value Rights Agreement • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among Aduro Biotech, Inc., a Delaware corporation (“Aspire”), and Computershare Trust Company, N.A., a national banking association, as initial Rights Agent (as defined herein).
