EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 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 (the “Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 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. Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanVoting Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations
SECOND SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT CERULEAN PHARMA INC. November 30, 2012Purchase Agreement • March 10th, 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 • March 10th, 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 • March 10th, 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”.
ContractCerulean Pharma Inc. • March 10th, 2014 • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO CERULEAN PHARMA INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
PATENT LICENSE AGREEMENT between THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK and TEMPO PHARMACEUTICALS, INC.Patent License Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • New York
This Patent License Agreement (“Agreement”) is effective as of August 31st, 2007 (“Effective Date”) by and between The Research Foundation of State University of New York, on behalf of University at Buffalo, a non-profit corporation organized and existing under the laws of the State of New York (“Foundation”) and Tempo Pharmaceuticals, Inc., a Delaware corporation, with an address at 161 First Street, Cambridge, Massachusetts 02142 (“Tempo”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of by and between CERULEAN PHARMA INC. a Delaware corporation (the “Company”), and (the “Indemnitee”).
