Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to Agreement and Plan of Merger



As previously announced, on June 15, 2021, Kindred Biosciences, Inc., a Delaware
corporation (the "Company" or "KindredBio"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Elanco Animal Health Incorporated, an
Indiana corporation ("Elanco"), and Knight Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Elanco ("Merger Sub"), pursuant to
which, subject to the terms and conditions set forth in the Merger Agreement,
Merger Sub will merge with and into the Company (the "Merger"), with the Company
surviving the Merger and becoming a wholly owned subsidiary of Elanco.

On June 30, 2021, the parties entered into a First Amendment (the "Amendment")
to the Merger Agreement to correct a typographical error contained in Section
8.1(c) of the Merger Agreement.

Other than as modified pursuant to the Amendment, the Merger Agreement, which
was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission by the Company on June 16, 2021, remains
in full force and effect as originally executed. The foregoing description of
the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is attached as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference.

Important Information for Investors and Stockholders
This communication does not constitute a solicitation of any vote or approval in
connection with the proposed acquisition of Kindred Biosciences, Inc.
("KindredBio") by Elanco Animal Health Incorporated ("Elanco" and such proposed
acquisition, the "Merger"). KindredBio intends to file with the SEC and mail to
its stockholders a definitive proxy statement in connection with the proposed
Merger. BEFORE MAKING ANY VOTING DECISION, KINDREDBIO'S STOCKHOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT KINDREDBIO AND THE PROPOSED MERGER. The proposals
for the Merger will be made solely through the proxy statement. Investors and
stockholders may obtain copies of the proxy statement and other documents filed
with the SEC by KindredBio (when they became available) free of charge from the
SEC's website at www.sec.gov or by accessing KindredBio's website at
www.kindredbio.com. In addition, a copy of the proxy statement (when it becomes
available) may be obtained free of charge from Investor Relations at Kindred
Biosciences, Inc., 1555 Bayshore Highway, Suite 200, Burlingame, CA 94010.
Copies of the documents filed with the SEC by Elanco (when they become
available) may be obtained free of charge from the SEC's website at www.sec.gov
or by accessing Elanco's website at www.elanco.com.

Participants in the Merger Solicitation
Elanco, KindredBio, and certain of their directors, executive officers and
employees may be considered participants in the solicitation of proxies from
KindredBio's stockholders with respect to the proposed transactions. Information
regarding the persons who may, under the SEC rules, be deemed participants in
the solicitation of KindredBio's stockholders in connection with the proposed
Merger and a description of their direct and indirect interests therein, by
security holdings or otherwise, will be set forth in the definitive proxy
statement that KindredBio intends to file with the SEC when it becomes
available. Information about Elanco's directors and executive officers is set
forth in Elanco's definitive proxy statement for its 2021 Annual Meeting of
Shareholders, which was filed with the SEC on March 25, 2021. Information about
KindredBio's directors and executive officers is set forth in KindredBio's
definitive proxy statement for its 2021 Annual Meeting of Stockholders, which
was filed with the SEC on April 29, 2021. These documents may be obtained as
indicated above.

Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication that are not a description of
historical facts are forward-looking statements. Words or phrases such as
"believe," "may," "could," "will," "estimate," "continue," "anticipate,"
"intend," "seek," "plan," "expect," "should," "would" or similar expressions are
intended to identify forward-looking statements, and are based on our current
beliefs and expectations. These forward-looking statements include, without
limitation, statements regarding the proposed acquisition of KindredBio, the
expected timetable for

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completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined businesses
and any other statements regarding events or developments that Elanco believes
or anticipates will or may occur in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by such
forward-looking statements. These factors include risks and uncertainties
related to, among other things: uncertainties as to the timing of the Merger;
the possibility that competing acquisition proposals will be made; the inability
to complete the Merger due to the failure to obtain KindredBio's stockholder
adoption of the Merger Agreement or the failure to satisfy other conditions to
completion of the Merger, including required regulatory approvals; the failure
of the transaction to close for any other reason; the effects of disruption
caused by the transaction making it more difficult to maintain relationships
with employees, collaborators, customers, vendors and other business partners;
the risk that stockholder litigation in connection with the Merger may result in
significant costs of defense, indemnification and liability; diversion of
management's attention from ongoing business concerns and other risks and
uncertainties that may affect future results of the combined company, including
the risks described in the section entitled "Risk Factors" in Elanco's and
KindredBio's Annual Reports on Form 10-K for the year ended December 31, 2020
and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021. All
forward-looking statements are qualified in their entirety by this cautionary
statement and neither Elanco nor KindredBio undertake any obligation to revise
or update this communication to reflect events or circumstances after the date
hereof, except as required by law.


Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.                 Description
        2.1                   First Amendment to Agreement and Plan of

Merger, dated June 30, 2021, by


                            and among Elanco Animal Health Incorporated,

Knight Merger Sub, Inc. and

Kindred Biosciences, Inc.
        104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                            document)

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