3,250,000 Shares CoLucid Pharmaceuticals, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 9th, 2016 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,250,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 487,500 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 12th day of January, 2015, by and among CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each a “Series A Investor” and collectively, the “Series A Investors”), each of the investors listed on Schedule B hereto (each a “Series B Investor” and collectively, the “Series B Investors”) and each of the investors listed on Schedule C hereto (each a “Series C Investor” and collectively, the “Series C Investors”). The Series A Investors, Series B Investors and Series C Investors are referred to herein individually as an “Investor” and collectively as the “Investors.”
COLUCID PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , is entered into by and between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 18th, 2017 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of January 17, 2017, by and among Eli Lilly and Company, an Indiana corporation (“Parent”), ProCar Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY (“Parent”), PROCAR ACQUISITION CORPORATION (“Merger Sub”) and COLUCID PHARMACEUTICALS, INC. (the “Company”) Dated as of January 17, 2017Agreement and Plan of Merger • January 18th, 2017 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 17, 2017, is among Eli Lilly and Company, an Indiana corporation (“Parent”), ProCar Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.
AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT BETWEEN COLUCID PHARMACEUTICALS, INC. AND ELI LILLY AND COMPANY EFFECTIVE AS OF FEBRUARY 10, 2015Development and License Agreement • April 23rd, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Indiana
THIS AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), is entered into as of February 10, 2015 (the “Restatement Effective Date”), by and between COLUCID PHARMACEUTICALS, INC. (“CoLucid”), a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 902 North Capitol Avenue, Suite 302, Indianapolis, Indiana 46204, and ELI LILLY AND COMPANY (“Lilly”), a corporation organized and existing under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285. CoLucid and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties.” The Parties agree as follows:
OPTION AGREEMENTOption Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations
CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Common Stock, $0.001 par value per share (“Shares”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), on the terms and conditions stated in the Plan and in this Option Agreement (this “Agreement”), as follows:
August 14, 2015 Nadia RupniakCoLucid Pharmaceuticals, Inc. • November 10th, 2015 • Pharmaceutical preparations
Pursuant to our recent discussions, I would like to outline your current terms of employment with CoLucid Pharmaceuticals, Inc. (“CoLucid” or the “Company”). These terms supersede and replace those set forth in your previous employment letter dated March 14, 2006. The Confidentiality, Inventions and Non-Competition Agreement, dated February 20, 2006, between the Company and you will remain in full force and effect.
and - Master Services AgreementMaster Services Agreement • April 10th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WHEREAS, COLUCID is the owner of certain proprietary compounds and wishes to engage PCAS to manufacture and/or package, label and store for COLUCID a certain compound referred to as COL-144 (lasmiditan) and/or certain of its intermediates, or develop synthesis processes as from time to time requested by COLUCID;
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Indiana
This Consulting Agreement (this “Agreement”) is entered into as of September 1, 2008, between CoLucid Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), and LLH Associates, LLC, a limited liability company organized under the laws of New Jersey (the “Consulting Firm”). The Company wishes to retain the Consulting Firm as an independent contractor to perform consulting services for the Company, and the Consulting Firm is willing to perform such services, on the terms set forth herein. The parties hereto have entered into a Confidentiality Agreement, dated as of July 16, 2008 (the “Confidentiality Agreement”), in contemplation of the services referred to herein.
AMENDMENT to EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2016 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”), dated October 6, 2016, amends that certain Employment Agreement (“Agreement”) made and entered into effective as of February 7, 2015 (“Effective Date”) by and between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Matthew Dallas (“Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
September 16, 2015 Ms. Bernice KucaCoLucid Pharmaceuticals, Inc. • November 10th, 2015 • Pharmaceutical preparations
Pursuant to our recent discussions, I would like to outline your current terms of employment with CoLucid Pharmaceuticals, Inc. (“CoLucid” or the “Company”). These terms supersede and replace those set forth in your previous employment letter dated September 17, 2014. The Confidentiality, Inventions and Non-Competition Agreement, dated October 15, 2014, between the Company and you will remain in full force and effect.
COLUCID PHARMACEUTICALS, INC. Non-Statutory Stock Option Agreement Under the 2015 Equity Incentive PlanStock Option Agreement • April 20th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CoLucid Pharmaceuticals, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
COLUCID PHARMACEUTICALS, INC. Incentive Stock Option Agreement Under the 2015 Equity Incentive PlanIncentive Stock Option Agreement • April 20th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CoLucid Pharmaceuticals, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
COLUCID PHARMACEUTICALS, INC. Restricted Stock Award Agreement Under the 2015 Equity Incentive Plan (Director)Restricted Stock Award Agreement • April 20th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CoLucid Pharmaceuticals, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this Restricted Stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
ContractConsulting Agreement • March 24th, 2016 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”) is entered into as of January 20, 2016, between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Nadia Rupniak (“Rupniak”); provided, however, that this Agreement shall become binding and effective only in accordance with, and subject to, Section 6(i) below.
AMENDMENT to EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2016 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”), dated October 6, 2016, amends that certain Employment Agreement (“Agreement”) made and entered into effective as of January 13, 2015 (“Effective Date”) by and between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Thomas P. Mathers (“Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 10th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Consulting Agreement (this “Agreement”) is entered into as of September 16, 2015, between CoLucid Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), and LLH Associates, LLC, a limited liability company organized under the laws of New Jersey (the “Consulting Firm”). The Consulting Firm has been providing consulting services to the Company pursuant to the Consulting Agreement, dated September 1, 2008, between the parties, as amended (the “Original Agreement”). The Company and the Consulting Firm desire to amend and restate the Original Agreement in its entirety, as set forth herein. Concurrently, the parties are entering into a Confidentiality, Invention Assignment and Non-Competition Agreement (the “Confidentiality Agreement”), which will supersede and replace the Confidentiality Agreement, dated as of July 16, 2008, among them.
COLUCID PHARMACEUTICALS, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 20th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CoLucid Pharmaceuticals, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
EMPLOYMENT AGREEMENTRelease Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made and entered into effective as of January 13, 2015 (“Effective Date”) by and between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Thomas P. Mathers (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2015 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made and entered into effective as of February 7, 2015 (“Effective Date”) by and between CoLucid Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Matthew Dallas (“Executive”).
COLUCID PHARMACEUTICALS, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 11th, 2016 • CoLucid Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
CoLucid Pharmaceuticals, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (this “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
