ContractCerulean Pharma Inc. • January 30th, 2014 • Pharmaceutical preparations • Delaware
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.
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 8th day of April 2009, is entered into by Cerulean Pharma Inc., a Delaware corporation with its principal place of business at 161 First Street Cambridge, MA 02142 (the “Company”), and Oliver Fetzer, residing at 130 Beard Way, Needham, MA 02492 (the “Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT NO. 2161 (this “Agreement”) is entered into as of December 6, 2011, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P, (“Lender”) and CERULEAN PHARMA INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
CERULEAN PHARMA INC. Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanVoting Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations
SECOND SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT CERULEAN PHARMA INC. November 30, 2012Purchase Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
This Second Series D Convertible Preferred Stock Purchase Agreement dated as of November 30, 2012 (this “Agreement”), is made by and among Cerulean Pharma Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule 1 hereto (individually, a “Purchaser” and collectively, the “Purchasers”) and the persons and entities listed on Schedule 2 hereto (individually, a “Holder” and collectively, the “Holders”).
Cerulean Pharma Inc. Cambridge, MA 02139Nonstatutory Stock Option Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
On behalf of Cerulean Pharma Inc. (the “Company”), I am pleased to set forth below and in the attached documents the vesting terms and conditions of the option granted to you by the Company’s Board of Directors on February 7, 2013 (the “Option Award”). Your Option Award agreement (the “Option Agreement”) is attached hereto as Attachment 1. A cash bonus award (the “Contingent Consideration Award”), which shall be payable to you only if the consideration payable in connection with a Change of Control (as such term is defined in the award documents attached hereto) of the Company is not payable in its entirety upon the closing of such Change of Control, is attached hereto as Attachment 2. Together, we refer to the Option Award and the Contingent Consideration Award as the “Award”.
Cerulean Pharma Inc. Cambridge, MA 02139Option Award Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
On behalf of Cerulean Pharma Inc. (the “Company”), I am pleased to set forth below and in the attached documents the vesting terms and conditions of the options granted to you by the Company’s Board of Directors on December 27, 2012 and February 7, 2013 (together, the “2012 Option Award”). Your 2012 Option Award agreement (the “Option Agreement”) is attached hereto as Attachment 1. A cash bonus award (the “Contingent Consideration Award”), which shall be payable to you only if the consideration payable in connection with a Change of Control (as such term is defined in the award documents attached hereto) of the Company is not payable in its entirety upon the closing of such Change of Control, is attached hereto as Attachment 2. Together, we refer to the 2012 Option Award and the Contingent Consideration Award as the “Award”.
PLATFORM AGREEMENTPlatform Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
Confidential materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**]
IT-101 AGREEMENTIt-101 Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**]
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.Cerulean Pharma Inc. • January 30th, 2014 • Pharmaceutical preparations
Reference is made to the License Agreement between California Institute of Technology (“Caltech”) and Calando Pharmaceuticals, Inc. (formerly known as Insert Therapeutics, Inc.) (“Calando”) dated May 22, 2000, as amended on December 10, 2001, January 13, 2003, June 19, 2009 and August 5, 2013 and pursuant to the Side Letter (as defined below) (the “License Agreement”) and to the letter agreement between and among Caltech, Calando and Cerulean Pharma Inc. (“Cerulean”) dated June 11, 2009 (the “Side Letter”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the License Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is effective as of the 22nd day of May, 2000 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”) and INSERT THERAPEUTICS, INC., a Delaware corporation, 657 South Grand Avenue, Pasadena, CA 91105 (“Licensee”).
Securities and Exchange Commission. Double asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY TEMPO PHARMACEUTICALS, INC. EXCLUSIVE PATENT LICENSE AGREEMENTLicense Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Tempo Pharmaceuticals, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 61 Rogers Street, Cambridge, Massachusetts.
ContractCerulean Pharma Inc. • January 30th, 2014 • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
