SAGE THERAPEUTICS, INC. 3,333,334 Shares of Common Stock Underwriting Agreement (this “Agreement”)Sage Therapeutics, Inc. • February 27th, 2019 • Pharmaceutical preparations • New York
Sage Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,333,334 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SAGE THERAPEUTICS, INC. [—] Shares of Common Stock Underwriting Agreement (this “Agreement”)Underwriting Agreement • April 13th, 2015 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
Sage Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SAGE THERAPEUTICS, INC. SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE SALES AGREEMENTSales Agreement • November 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
SAGE THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 11, 2014, by and among Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • April 25th, 2024 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Severance and Change in Control Agreement (this “Agreement”) is made as of September 15, 2015 by and between Sage Therapeutics, Inc., a Delaware corporation (the ‘Company”), and Anne Marie Cook (the “Executive”) and shall become effective on the date of hire with the Company.
SAGE THERAPEUTICS, INC. Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementSage Therapeutics, Inc. • July 8th, 2014 • Pharmaceutical preparations
In consideration and as a condition of my employment or continued employment by Sage Therapeutics, Inc., a Delaware corporation (the “Company”), I agree as follows:
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
avoidance of doubt, if the same Licensed Product first achieves one or more given milestones for two Additional Subfields, then the milestone payment for that event must be paid twice; and in no event shall the maximum payment under this Section 4.1(b)(ii) exceed $[…***…]) are as follows. Subject to the preceding sentence, if any such milestone is achieved in the relevant Additional Subfield before all prior sequential milestones have been actually achieved in such Additional Subfield, then any and all prior sequential milestones which were not previously actually achieved with respect to such Additional Subfield shall be deemed to have thereby been achieved, and the milestone payments for such deemed-achieved milestones shall also be payable with respect to such Additional Subfield within such […***…] days.
SAGE THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • May 9th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 EXCLUSIVE LICENSE AGREEMENT PREAMBLEExclusive License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
Milestone Extensions: Licensee may elect to extend each of the non-financial diligence milestones indicated above only once by an extension period of […***…] months by making a […***…] dollar ($[…***…]) payment (the “Milestone Extension Fee”) for each such […***…] month extension provided that Licensee may exercise no more than three separate extensions (i.e., non-financial diligence milestone (e) above may not be extended beyond 14 years after the Effective Date as a result of Licensee’s exercise of such extension right). If a specific milestone is extended, then the subsequent milestones are extended automatically by […***…] months without requiring an additional payment. In addition, the non-financial diligence milestones indicated above shall each extend by a period of […***…] months to reflect any delay in the achievement of the applicable milestone attributable to External Factors.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. Collaboration and...Collaboration and License Agreement • February 16th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of November 27, 2020 (the “Execution Date”), is entered into by and between Sage Therapeutics, Inc., a Delaware corporation having its principal place of business at 215 First Street, Cambridge, Massachusetts 02142, U.S.A., (“Sage”), and Biogen MA Inc., a corporation organized under the laws of the Commonwealth of Massachusetts having an office at 225 Binney Street, Cambridge, MA 02142 (“BIMA”), and Biogen International GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland, whose registered office is at Neuhofstrasse 30, 6340 Baar, Switzerland (“BIG”, together with BIMA, collectively, “Biogen”). Sage and Biogen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 SUPPLY AGREEMENTSupply Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (“CyDex”); and
EXCLUSIVE LICENSE AGREEMENT BETWEEN SAGE THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR NEUROSTEROIDS AND THEIR USE IN SEIZURES AND TRAUMATIC BRAIN INJURY UC Cases Nos. 2013-118 and 2013-352Exclusive License Agreement • October 30th, 2015 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. SUPPLY AGREEMENTSupply Agreement • August 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (“CyDex”); and
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. Non-Exclusive License Agreement...Sage Therapeutics, Inc. • August 7th, 2023 • Pharmaceutical preparations • California
This non-exclusive license agreement (“Agreement”) is effective this 23rd day of October 2013 (“Effective Date”), by and between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, as represented by its Davis campus, having an address at UC Davis InnovationAccess, 1850 Research Park Drive, Suite 100, Davis, California 95618 and Sage Therapeutics, Inc. (“Licensee”), a Delaware corporation, having a principal place of business at 215 First Street, Cambridge, Massachusetts 02142. The Regents and Licensee will be referred to herein, on occasion, individually as “Party” or collectively as “Parties.”
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. EXCLUSIVE LICENSE AGREEMENT...Exclusive License Agreement • August 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement is made and entered into, effective as of November 11, 2013 (“Effective Date”), by and between: Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 (hereinafter referred to as “WU”); and SAGE Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware having its principal offices at 215 First Street, 2nd Floor, Cambridge, MA 02142 (hereinafter referred to as “Licensee”) and the following correspondence addresses;
AMENDMENT NO. 3 TO SUPPLY AGREEMENTSupply Agreement • August 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 3 TO SUPPLY AGREEMENT (this “Amendment”) is entered into on this 25th day of September, 2015 (the “2015 Date”), with retroactive effect to April 30, 2014 (the “Amendment Effective Date”) between:
FIFTH AMENDMENT TO LEASELease • February 29th, 2016 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of December 9, 2015, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Non-Exclusive License Agreement between The Regents of the University of California and...License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
This non-exclusive license agreement (“Agreement”) is effective this 23rd day of October 2013 (“Effective Date”), by and between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, as represented by its Davis campus, having an address at UC Davis InnovationAccess, 1850 Research Park Drive, Suite 100, Davis, California 95618 and Sage Therapeutics, Inc. (“Licensee”), a Delaware corporation, having a principal place of business at 215 First Street, Cambridge, Massachusetts 02142. The Regents and Licensee will be referred to herein, on occasion, individually as “Party” or collectively as “Parties.”
Sage Therapeutics, Inc. STOCK OPTION AGREEMENT Granted under 2024 Equity Incentive PlanOption Agreement • July 31st, 2024 • Sage Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SIXTH AMENDMENT TO LEASELease • August 3rd, 2017 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is made as of May 8, 2017, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE SAGE THERAPEUTICS, INC. 2014 STOCK OPTION AND INCENTIVE PLANPerformance-Based Restricted Stock Unit Award Agreement • August 10th, 2020 • Sage Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Sage Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Performance-based Restricted Stock Units (“PSUs”) listed above (an “Award”) to the Grantee named above. Each PSU shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company. Capitalized terms used in this Agreement and not otherwise defined will have the meaning set forth in the Plan.
OFFICE LEASE AGREEMENT BETWEEN 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, AS LANDLORD AND SAGE THERAPEUTICS, INC., a Delaware corporation, AS TENANT AT 55 CAMBRIDGE PARKWAY, CAMBRIDGE, MAOffice Lease Agreement • April 25th, 2024 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Office Lease Agreement (this “Lease”) is entered into as of the Lease Date, between 55 Cambridge Parkway, LLC, a Delaware limited liability company (“Landlord”), and Sage Therapeutics, Inc., a Delaware corporation (“Tenant”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • February 24th, 2021 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Severance and Change in Control Agreement (this “Agreement”) is made as of the 15th day of December, 2020 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Barry E. Greene (the “Executive”).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • August 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (“CyDex”); and
LEASE AGREEMENTLease • May 9th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 21 day of December, 2011, between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SEVENTH AMENDMENT TO LEASELease • November 6th, 2018 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS SEVENTH AMENDMENT TO LEASE (this “Seventh Amendment”) is made as of October 23, 2018, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
MASTER CONSULTING AGREEMENTMaster Consulting Agreement • November 7th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 24th, 2021 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of November 27, 2020 (the “Effective Date”), by and among Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Biogen MA Inc., a Massachusetts corporation (“Purchaser”). The Company and Purchaser are each referred to as a “Party” and collectively as the “Parties.”
SAGE THERAPEUTICS, INC. Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementSage Therapeutics, Inc. • July 8th, 2014 • Pharmaceutical preparations
In consideration and as a condition of my employment or continued employment by Sage Therapeutics, Inc., a Delaware corporation (the “Company”). I agree as follows:
CNS INNOVATION ADVISORY BOARD CONSULTING AGREEMENTConsulting Agreement • February 16th, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Sage Therapeutics, Inc. (“Sage”) would like to engage you to provide services as a member of Sage’s CNS Innovation Advisory Board commencing on November 8, 2022 (the “Effective Date”), under the following terms and conditions (the “Agreement”):
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE SAGE THERAPEUTICS, INC. 2014 STOCK OPTION AND INCENTIVE PLANPerformance-Based Restricted Stock Unit Award Agreement • May 2nd, 2023 • Sage Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Sage Therapeutics, Inc. (the “Company”) hereby grants an award of the target number of Performance-based Restricted Stock Units (“PSUs”) listed above (an “Award”) to the Grantee named above. Each PSU shall relate to one share of common stock, par value $0.0001 per share (the “Stock”) of the Company and shall be subject to all of the terms and conditions set forth in this Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan. Capitalized terms used in this Agreement and not otherwise defined will have the meaning set forth in the Plan.
FIRST AMENDMENT TO LEASELease • May 3rd, 2018 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of April 4, 2018 (the “Effective Date”), by and between CLPF-CAMBRIDGE SCIENCE CENTER, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
EIGHTH AMENDMENT TO LEASELease • August 6th, 2019 • Sage Therapeutics, Inc. • Pharmaceutical preparations
THIS EIGHTH AMENDMENT TO LEASE (this “Eighth Amendment”) is made as of March 29, 2019, by and between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and SAGE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • November 6th, 2015 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
