INVEA THERAPEUTICS, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2024 • Invea Therapeutics, Inc • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________________ between Invea Therapeutics, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 20th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 7, 2022, by and among Invea Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2024 • Invea Therapeutics, Inc • Pharmaceutical preparations • Illinois
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Shunichiro Okada (“Executive”) and Invea Therapeutics, Inc. (the “Company”), effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Transaction”) (such date, the “Effective Date”).
NON-COMPETE AGREEMENTNon-Compete Agreement • October 4th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • New York
THIS NON-COMPETE AGREEMENT (the “Agreement”) is made and entered into as of September 19, 2023 (the “Effective Date”), by and among BioXcel Therapeutics, Inc. (“BTAI”), a Delaware corporation, BioXcel LLC (“BioXcel LLC”), a Delaware limited liability company, BioXcel Holdings, Inc., a Delaware corporation (“Holdings”), Dr. Krishnan Nandabalan, InveniAI LLC (“InveniAI”), a Delaware limited liability company, and Invea Therapeutics, Inc. (“Invea”), a Delaware corporation (collectively, the “Parties” and each referred to as a “Party”).
SHARED SERVICES AGREEMENTShared Services Agreement • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Shared Services Agreement (this “Agreement”) is entered into as of November 24, 2021 (the “Execution Date”), by and between InveniAI LLC, a Delaware corporation located at 2614 Boston Post Road Suite 33B, Guilford, CT 06437 (“InveniAI”), and Invea Therapeutics, Inc., a Delaware corporation located at 2614 Boston Post Road Suite 33B, Guilford, CT 06437 (“Invea”) in order to state the obligations of each. InveniAI and Invea are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AlphaMeld® License Agreement between Invea Therapeutics, INC. Guilford, CT, 06437 (hereinafter referred to as “Invea”) and InveniAI LLC, Guilford, CT, 06437 Effective Date: October 1’2023 (hereinafter referred to as “InveniAI”) (hereinafter called the...® License Agreement • October 4th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations
This AlphaMeld® License Agreement is made by and between Invea and InveniAI on the Effective Date identified above (the “Effective Date”). Appendix A (AlphaMeld License Terms) and Appendix B (Support Policy) are hereby incorporated by reference in their entirety. In the event of a conflict between the AlphaMeld License Terms and the remainder of this Agreement, the remainder of this Agreement shall control.
INVEA THERAPEUTICS, INC.Option Agreement • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Delaware
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Invea Therapeutics, Inc. (the “Company”) has granted you an option under its 2021 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. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
AMENDMENT TO GRID NOTEGrid Note • January 12th, 2024 • Invea Therapeutics, Inc • Pharmaceutical preparations
This Amendment (this “Amendment”), dated as of January 8, 2024 (the “Amendment Effective Date”), is entered into by and between Invea Therapeutics, Inc., a Delaware corporation (the “Payor”), and INVENIAL LLC, a Delaware limited liability company (the “Payee”). This Amendment amends that certain Grid Note, dated as of November 24, 2021, by and between Payor and Payee, amended on April 14, 2023, October 12, 2023 and October 20, 2023 (as it may be further amended, supplemented or modified from time to time, the “Note”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Note.
AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENTShared Services Agreement • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) is entered into as of this 1st day of January 2023 and hereby amends the Shared Services Agreement (the “Agreement”) dated November 24, 2021 by and between InveniAl LLC, a Delaware limited liability company (“InveniAl”), and Invea Therapeutics, Inc., a Delaware corporation (“Invea”).
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Delaware
This Asset Contribution Agreement (this “Agreement”) is entered into as of November 24, 2021 (the “Execution Date”), by and between InveniAI LLC, a Delaware limited liability company located at 2614 Boston Post Road, Guilford, CT 06437 (“InveniAI”), and Invea Therapeutics, Inc., a Delaware corporation located at 2614 Boston Post Road, Guilford, CT 06437 (“Invea”).
AMENDMENT NO. 2 TO SHARED SERVICES AGREEMENTShared Services Agreement • January 12th, 2024 • Invea Therapeutics, Inc • Pharmaceutical preparations
This Amendment No. 2 (this "Amendment") is entered into as of January 10, 2024 and hereby amends the Shared Services Agreement (the "Agreement") dated November 24, 2021 by and between InveniAI LLC, a Delaware limited liability company ("InveniAI"), and Invea Therapeutics, Inc., a Delaware corporation ("Invea").
LICENSE AGREEMENT ASB17061 (Chymase Inhibitor)License Agreement • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations
This LICENSE AGREEMENT is made and entered into as of Septebmer 1st, 2021 (the “EFFECTIVE DATE”), by and between InveniAI LLC, a Delaware corporation located at 2614 Boston Post Road, Suite 33B, Guilford, CT 06437, U. S. A. (“INVENIAI”) and Daiichi Sankyo Company, Limited, a Japanese corporation located at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo 103-8426, Japan (“DS”).
Invea Therapeutics, Inc. AMENDMENT TO GRID NOTEGrid Note • October 20th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations • Connecticut
This Amendment to Grid Note, dated October 20, 2023 (the “Amendment”) is entered into by and between Invea Therapeutics., a Delaware corporation (the “Company” or the “Borrower”) and the InveniAI LLC (the “Payee”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the respective meanings ascribed to them in the Grid Note (as defined below).
AMENDMENT TO GRID NOTEGrid Note • October 20th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations
This Amendment (this “Amendment”), dated as of October 12, 2023 (the “Amendment Effective Date”), is entered into by and between Invea Therapeutics, Inc., a Delaware corporation (the “Payor”), and InveniAl LLC, a Delaware limited liability company (the “Payee”). This Amendment amends that certain Grid Note, dated as of November 24, 2021, by and between Payor and Payee (as it may be further amended, supplemented or modified from time to time, the “Note”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Note.
AMENDMENT TO GRID NOTEGrid Note • August 7th, 2023 • Invea Therapeutics, Inc • Pharmaceutical preparations
This Amendment (this “Amendment”), dated as of April 14, 2023 (the “Amendment Effective Date”), is entered into by and between Invea Therapeutics, Inc., a Delaware corporation (the “Payor”), and InveniAl LLC, a Delaware limited liability company (the “Payee”). This Amendment amends that certain Grid Note, dated as of November 24, 2021, by and between Payor and Payee (as it may be further amended, supplemented or modified from time to time, the “Note”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Note.
