INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—] between Civitas Therapeutics, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
ContractCivitas Therapeutics, Inc. • May 12th, 2014 • Biological products, (no disgnostic substances) • California
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 21, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CIVITAS THERAPEUTICS, INC, a Delaware corporation with offices located at 190 Everett Avenue, Chelsea, MA 02150 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Civitas Therapeutics, Inc. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive PlanIncentive Stock Option Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
ContractCivitas Therapeutics, Inc. • May 12th, 2014 • Biological products, (no disgnostic substances) • California
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Civitas Therapeutics, Inc. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive PlanStock Option Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ALKERMES, INC. AND CORREGIDOR THERAPEUTICS, INC. DECEMBER 27, 2010Asset Purchase and License Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Asset Purchase and License Agreement (the “Agreement”) is made effective as of the 27th day of December 2010 (the “Effective Date”) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 852 Winter Street, Waltham, Massachusetts 02451 (“Alkermes”), and Corregidor Therapeutics, Inc., a Delaware corporation with its principal place of business located at 384 Powder Mill Road, Concord, MA 01742 (“Corregidor”). Alkermes and Corregidor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT B December 4, 2006Civitas Therapeutics, Inc. • May 12th, 2014 • Biological products, (no disgnostic substances)
CORREGIDOR THERAPEUTICS, INC. Amended and Restated Stock Restriction AgreementStock Restriction Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
WHEREAS, [—] (the “Stockholder”) is the holder of [—] shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Corregidor Therapeutics, Inc., a Delaware corporation (the “Company”), after giving effect to a stock-split effected by the Amended and Restated Certificate of Incorporation filed December 22, 2010;
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MASSACHUSETTS INSTITUTE OF TECHNOLOGY and...Patent License Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement is made and entered into this 11th day of August, 1997 (the “EFFECTIVE DATE”) by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as “M.I.T.”), and ADVANCED INHALATION RESEARCH, INC. a corporation duly organized under the laws of Delaware and having its principal office at c/o David Edwards, 109 Hartswick Avenue, State College, Pennsylvania 16803 (hereinafter referred.to as “LICENSEE”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THIRD AMENDMENTLicense Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Third Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR) and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).
SUBLEASESublease • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Sublease (the “Sublease”) is made as of the 27th day of December 2010 by and between ALKERMES, INC., a Pennsylvania corporation having an address at 852 Winter Street, Waltham, Massachusetts 02451-1420 (“Sublandlord”), and CORREGIDOR THERAPEUTICS, INC., a Delaware corporation having an address at 384 Powder Mill Road, Concord, MA 01742 (“Subtenant”).
MASTER CONTRACT SERVICES AGREEMENTMaster Contract Services Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER CONTRACT SERVICES AGREEMENT (together with Appendix A and any Statement(s) of Work (as defined in Section 1), the “Agreement”) is made on September 26, 2013, (the “Effective Date”) by and between Civitas Therapeutics, Inc., a Delaware corporation with an office at 190 Everett Avenue, Chelsea, MA 02150 (“Civitas”) and Omega Plastics, Inc., a Michigan corporation with an office at 24401 Capital Blvd, Clinton Township, MI (“Service Provider”).
