TREVENA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 3, 2013, by and among TREVENA, INC. f/k/a Parallax Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
TREVENA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Pennsylvania
This Agreement is entered into as of September 3, 2013 (the “Effective Date”) by and between Trevena, Inc. (the “Company”), a Delaware corporation, and Roberto Cuca (“Executive”).
TREVENA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Pennsylvania
This Agreement is entered into as of January 4, 2008 (the “Effective Date”) by and between Trevena, Inc. f/k/a Parallax Therapeutics, Inc. (the “Company”), a Delaware corporation, and Maxine Gowen (“Executive”).
ContractTrevena Inc • October 9th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Pennsylvania
THIS SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT (the “Second Amendment”) is made as of the 3rd day of July 2013 by and between PIOS GRANDE KOP BUSINESS CENTER, L.P., a Delaware limited partnership, successor-in-interest to KOPBC, L.P. (“Landlord”), and TREVENA, INC., a Delaware corporation (“Tenant”).
License Agreement between Trevena, Inc. and Forest Laboratories Holdings Limited Dated as of May 3, 2013License Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into as of May 3, 2013 (the “Execution Date”) by and between Trevena, Inc., a Delaware corporation having its place of business at 1018 West 8th Avenue, Suite A, King of Prussia, Pennsylvania (“Trevena”), and Forest Laboratories Holdings Limited, a corporation organized under the laws of the Republic of Ireland, having a business address at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda, an indirect, wholly owned subsidiary of Forest Laboratories, Inc. (“Forest”). Trevena and Forest are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractTrevena Inc • October 9th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COMMERCIAL LEASE AGREEMENT KING OF PRUSSIA BUSINESS CENTERCommercial Lease Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Pennsylvania
THIS LEASE is made and entered into as of this 4th day of August in the year 2008 by and between KOPBC, L.P., a Pennsylvania limited partnership (“Landlord”) and TREVENA, INC., a Delaware corporation (“Tenant”).
TREVENA, INC. 2008 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Equity Incentive Plan • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Trevena, Inc. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • Pennsylvania
THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT (this “Amendment”) is made as of the 8th day of December, 2008 (the “Effective Date”), by and between KOPBC, L.P. (“Landlord) and TREVENA, INC. (“Tenant”).
Option Agreement between Trevena, Inc. and Forest Laboratories Holdings Limited Dated as of May 3, 2013Option Agreement • October 9th, 2013 • Trevena Inc • Pharmaceutical preparations • New York
This Option Agreement (this “Agreement”) is made and entered into as of May 3, 2013 (the “Option Execution Date”) by and between Forest Laboratories Holdings Limited, a corporation organized under the laws of the Republic of Ireland, having a business address at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda, an indirect, wholly owned subsidiary of Forest Laboratories, Inc. (“Forest”) and Trevena, Inc., a Delaware corporation having its place of business at 1018 West 8th Avenue, Suite A, King of Prussia, Pennsylvania, 19406 (“Trevena”). Forest and Trevena are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
