Cyclerion Therapeutics, Inc. Sample Contracts
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • September 3rd, 2020 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE by and between BMR-ROGERS STREET LLC, a Delaware limited liability company and CYCLERION THERAPEUTICS, INC. a Massachusetts corporationLease • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 1st day of April, 2019 (the “Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”) and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2025 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2025, is entered into by and among Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SALES AGREEMENTSales Agreement • May 7th, 2025 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • New York
TRANSITION SERVICES AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019Transition Services Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.
CYCLERION THERAPEUTICS, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Severance Agreement (this “Agreement”) is made as of the day of [ ], (the “Effective Date”) by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [ ] (the “Executive”).
EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Employee Matters Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of March 30, 2019 (the “Separation Agreement”).
SEPARATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Separation Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SEPARATION AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned Subsidiary of Ironwood. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
DEVELOPMENT AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019Development Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This DEVELOPMENT AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.
Cyclerion Therapeutics, Inc.Recognition Bonus Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a Recognition Bonus (as defined below). The Company is offering you this opportunity in recognition of your importance to the continued success of the Company.
TAX MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Tax Matters Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and wholly owned Subsidiary of Ironwood. (Ironwood and Cyclerion are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
RESTRICTED STOCK AGREEMENT CYCLERION THERAPEUTICS, INC.Restricted Stock Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AGREEMENT made as of the day of (the “Grant Date”), between Cyclerion Therapeutics, Inc. (the “Company”), a Massachusetts corporation, and (the “Participant”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019Intellectual Property License Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of April 1, 2019 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation, and Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation (each of Cyclerion and Ironwood being a “Party,” and collectively, the “Parties”).
COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of June 3, 2021Common Stock Purchase Agreement • June 16th, 2021 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 3, 2021, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors” (together, the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of February 25, 2019Common Stock Purchase Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2019, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors”, including those Persons who become parties to this Agreement after the date hereof as “Investors” by signing a Joinder (as defined below) pursuant to Section 1.2 (together, the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
CONSULTING AGREEMENT Cyclerion Contract # __________Consulting Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) made as of December 1, 2023 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, 18th Floor , Cambridge, MA 02142 (“Cyclerion”), and Peter Hecht, Ph.D. (“Consultant”).
LOCK-UP AGREEMENTLock-Up Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Cyclerion Therapeutics, Inc., a Massachusetts corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with CARIBOOS MERGER SUB CORP., a Delaware corporation and a wholly owned subsidiary of Parent, CARIBOOS MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Korsana Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2025 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”) entered into 4th day of August, 2025 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, Riverview II, 18th Floor, Cambridge, MA 02142 (“Cyclerion”), and Rhonda Chicko (“Consultant”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [__], a [__], as the “Rights Agent” (as defined herein), and [__], a [__], solely in its capacity as the initial representative, agent and attorney in fact of the Holders (the “Representative”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 12th, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS VOTING AND SUPPORT AGREEMENT, dated as of [______ __], 2023 (the “Agreement”), among JW Celtics Investment Corp., a Delaware corporation (“Buyer Parent”), and [ ], a stockholder (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
The undersigned (the “Holder”) hereby requests that the federal securities law restrictive legend be removed from the book entries representing _________ of shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Korsana Biosciences, Inc. (the “Company”). In connection with the legend removal, Holder hereby represents to, and agrees with, you as follows:
LEASE TERMINATION AGREEMENTLease Termination Agreement • May 4th, 2021 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this 30th day of April, 2021 (“Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • October 23rd, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation and Release of Claims Agreement (“Agreement”), dated as of October 17, 2023, is entered into by and between Cyclerion Therapeutics, Inc. and its successors and assigns (the “Employer”) and Anjeza Gjino (the “Employee”) (the Employer and the Employee, each individually a “Party,” and collectively referred to as the “Parties”)
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: KORSANA BIOSCIENCES, INC.; CARIBOOS MERGER SUB CORP.; CARIBOOS MERGER SUB II, LLC; and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2026Agreement and Plan of Merger and Reorganization • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 1, 2026, by and among CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Parent”), CARIBOOS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), CARIBOOS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and KORSANA BIOSCIENCES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
ContractEmployment Agreement • May 4th, 2022 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
Employment Agreement between Cyclerion GmbH (in formation) [hereinafter: Company] and Andreas Busch [hereinafter: Employee]
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 25th, 2025 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of March 21, 2025, by and among Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENTLease Agreement • March 5th, 2020 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENT (this “Amendment”) is entered into as of this 28th day of February, 2020 (“Execution Date”) by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”) and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).
CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Cheryl Gault [Address on file with Cyclerion’s payroll] Dear Cheryl:Separation Agreement • July 28th, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This letter summarizes the terms of the transition package that Cyclerion Therapeutics, Inc. (“Cyclerion”) is providing to you in connection with your separation from employment. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return a complete signed scanned copy to Ole Isacson, M.D., Ph.D., Chair of the Compensation Committee of Cyclerion.
COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • March 31st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATION AND OPTION Agreement (this “Agreement”) is entered into this 3rd day of January 2026 (the “Effective Date”), by and between Medsteer, SAS, having a business address at Hopital Foch, Service Anesthesie, 40 Rue Worth, 92151 Suresnes, France (“Medsteer”), and Cyclerion Therapeutics, Inc., a Massachusetts corporation having offices at 245 First Street, Riverview II, 18th Floor, Cambridge, MA 02142, U.S.A. (“Cyclerion”). Medsteer and Cyclerion are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
March 31, 2026 Regina Graul, Ph.D. c/o *** Re: Amended and Restated Offer Letter Dear Regina:Offer Letter • April 1st, 2026 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This letter agreement (this “Agreement”) is made and entered into as of March 31, 2026 by and between you and Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and is effective as of the date it is signed by both parties (the “Effective Date”). You and the Company previously entered into that certain offer letter dated as of November 30, 2023, as amended by that certain Amendment to Original Offer Letter dated as of August 5, 2024 (collectively, the “Prior Agreement”), and you and the Company desire to amend and restate the Prior Agreement. This Agreement will supersede and replace the Prior Agreement as of the Effective Date.
CYCLERION THERAPEUTICS 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.