Apnimed, Inc. Sample Contracts
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue to be employed by the Company under the terms and conditions set forth in this Agreement.
Apnimed, Inc. Cambridge, MA 02138Employment Agreement • July 1st, 2024 • Apnimed, Inc. • Pharmaceutical preparations
APNIMED, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 11, 2026, by and among Apnimed, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CREDIT AGREEMENT Dated as of April 2, 2026 among APNIMED, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, HCR OSA SPV, LLC as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETOCredit Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of April 2, 2026 among APNIMED, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), HCR OSA SPV, LLC as Administrative Agent and those additional entities that hereafter become parties hereto in accordance with the terms hereof by executing a Joinder Agreement.
APNIMED, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE [CLASS A COMMON STOCK/COMMON STOCK]1 OF APNIMED, INC. (A DELAWARE CORPORATION)Warrant Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
This Warrant is issued in connection with that certain Credit Agreement, dated as of [ ___ ], 2026 (the “Closing Date”), by and between the Company and the Holder (the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings given to them in the Credit Agreement.
THE BRIGHAM AND WOMEN’S HOSPITAL, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: [***] BWH Case Nos: [***]Exclusive Patent License Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated License Agreement (“Agreement”) is made as of the 29th day of December 2020 (the “Restatement Date”), by and between Apnimed, Inc., a Massachusetts corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”
APNIMED, INC. NON-STATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN, AS AMENDEDNon-Statutory Stock Option Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
Apnimed, Inc. (the “Company”) hereby grants to the undersigned, the following stock option pursuant to the terms of this Non-Statutory Stock Option Agreement, including the Incorporated Terms and Conditions attached hereto (this “Agreement”), and its 2017 Stock Incentive Plan, as amended (the “Plan”). In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Plan.
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG APNIMED, INC., SHIONOGI & CO., LTD. AND SHIONOGI-APNIMED SLEEP SCIENCES, LLC Dated March 23, 2026Membership Interest and Asset Purchase Agreement • June 1st, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 23, 2026 (the “Agreement Effective Date”), by and among APNIMED, INC., a Delaware corporation with offices located at 39 John F. Kennedy St., 4th Floor, Cambridge, MA 02138 USA (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430) whose principal place of business is at 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541- 0045, Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS”). Apnimed and Shionogi are sometimes referred to in this Agreement individually as a “Member” and collectively as the “Members.” Apnimed, Shionogi and SASS are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
APNIMED, INC. FORM OF INDEMNIFICATION AGREEMENT (For Directors of a Delaware Corporation)Indemnification Agreement • July 27th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
MASTER CLINICAL SERVICES AGREEMENTMaster Clinical Services Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
This MASTER CLINICAL SERVICES AGREEMENT (this “Agreement”), effective as of the last date of authorized signature herein (the “Effective Date”), is made by and between Apnimed, Inc., a Delaware corporation with principal offices located at 20 Holyoke Street Cambridge, Massachusetts 02138 (“Sponsor”), and Syneos Health, LLC, a Delaware limited liability company with principal offices located in the United States at 1030 Sync Street, Morrisville, North Carolina 27560, together with Syneos Health UK Limited, a company with principal offices located at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, GU14 7BF, England (“Syneos Health”).
APNIMED, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLANRestricted Stock Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as of [___] (the “Effective Date”), by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [___] (the “Grantee”).
SECURITY AGREEMENTSecurity Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT dated as of April 2, 2026 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and HCR OSA SPV, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”
Apnimed, Inc. Cambridge, MA 02138Employment Agreement • July 1st, 2024 • Apnimed, Inc. • Pharmaceutical preparations
STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES AND CONSULTANTS UNDER THE APNIMED, INC.Stock Option Agreement • July 27th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.00001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE Apnimed, Inc.Restricted Stock Award Agreement • July 27th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Apnimed, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.00001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
January 30, 2026 Ron Farkas 12040 Misty Rise Ct Clarksville, MD 21029 Re: Addendum to Employment Agreement Dear Ron:Employment Agreement • February 17th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made effective as of April 6, 2026 (the “Effective Date”), by and among Apnimed, Inc., a Delaware corporation (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430), a company organized under the laws of Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS” and, together with Apnimed and Shionogi, each a “Party” and collectively, the “Parties”), and amends that certain Membership Interest and Asset Purchase Agreement, dated as of March 23, 2026, by and among Apnimed, Shionogi and SASS (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER the Apnimed, Inc.Restricted Stock Unit Award Agreement • July 27th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.00001 per share (the “Stock”) of the Company.
June 3, 2026 Personal and Confidential Paul SekhriChairman of the Board Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) sets forth the terms and conditions of your service as Chairman of the Board of Directors of Apnimed, Inc., a Delaware corporation (the “Company”).
January 30, 2026 Ron Farkas 12040 Misty Rise Ct Clarksville, MD 21029 Re: Addendum to Employment Agreement Dear Ron:Addendum to Employment Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG APNIMED, INC., SHIONOGI & CO., LTD. AND SHIONOGI-APNIMED SLEEP SCIENCES, LLC Dated March 23, 2026Membership Interest and Asset Purchase Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 23, 2026 (the “Agreement Effective Date”), by and among APNIMED, INC., a Delaware corporation with offices located at 39 John F. Kennedy St., 4th Floor, Cambridge, MA 02138 USA (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430) whose principal place of business is at 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541- 0045, Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS”). Apnimed and Shionogi are sometimes referred to in this Agreement individually as a “Member” and collectively as the “Members.” Apnimed, Shionogi and SASS are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
APNIMED, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 11, 2026, by and among Apnimed, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE APNIMED, INC. 2026 INDUCEMENT PLANNon-Qualified Stock Option Agreement • September 8th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
Pursuant to the Apnimed, Inc. 2026 Inducement Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.00001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Award is not issued under the Company’s 2026 Stock Option and Incentive Plan, as amended from time to time, and does not reduce the share reserve under such equity plan. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The Nasdaq Stock Market LLC. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
TRANSITION AGREEMENTTransition Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITION AGREEMENT (this “Agreement”) is made as of May 28, 2026 by and between Lawrence Miller (the “Executive”) and Apnimed, Inc. (the “Company”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER the apnimed, inc. 2026 INDUCEMENT PLANRestricted Stock Unit Award Agreement • September 8th, 2026 • Apnimed, Inc. • Pharmaceutical preparations
Pursuant to the Apnimed, Inc. 2026 Inducement Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.00001 per share (the “Stock”) of the Company. For the avoidance of doubt, this Award is not issued under the Company’s 2026 Stock Option and Incentive Plan, as amended from time to time, and does not reduce the share reserve under such equity plan. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The Nasdaq Stock Market LLC.
Apnimed, Inc. Cambridge, MA 02138Employment Agreement • July 1st, 2024 • Apnimed, Inc. • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • July 1st, 2024 • Apnimed, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”), dated as of June 25, 2018 (the “Effective Date”), is entered into by and among Apnimed, Inc., a Delaware corporation (the “Company”) and Dr. Joseph Avellone (the “Consultant”), residing at [***].
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2026 • Apnimed, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Kevin Lind (the “Executive”) effective as of June 1, 2026 (the “Effective Date”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made effective as of April 6, 2026 (the “Effective Date”), by and among Apnimed, Inc., a Delaware corporation (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430), a company organized under the laws of Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS” and, together with Apnimed and Shionogi, each a “Party” and collectively, the “Parties”), and amends that certain Membership Interest and Asset Purchase Agreement, dated as of March 23, 2026, by and among Apnimed, Shionogi and SASS (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.