0001193125-20-254741 Sample Contracts

PRAXIS PRECISION MEDICINES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT for
Employment Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made between Praxis Precision Medicines, Inc. (the “Company”) and ___________ (“Executive”) (collectively, the “Parties”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter herein, including without limitation, the Employment Agreement between Executive and the Company dated _________ (the “Prior Agreement”).

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
License Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware

This License Agreement (“Agreement”) is made effective as of December 31, 2017 (the “Effective Date”) by and between PRAXIS PRECISION MEDICINES, INC., a Delaware corporation having a place of business at 101 Main Street, Cambridge, MA 02142 (“Licensee”), and PURDUE NEUROSCIENCE COMPANY, a Delaware general partnership having a place of business at One Stamford Forum, 201 Tresser Boulevard, Stamford, Connecticut 06901-3431 (“Licensor”).

PRAXIS PRECISION MEDICINES, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Praxis Precision • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
Certain Confidential • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware

This RESEARCH COLLABORATION, OPTION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of September, 2019 (the “Effective Date”) by and between Ionis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 (“Ionis”), and Praxis Precision Medicines, Inc., a Delaware corporation with its principal place of business at One Broadway Street, 16th Floor, Cambridge, MA 02142 (“Praxis”). Praxis and Ionis each may be referred to herein individually as a “Party” or collectively as the “Parties”

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
Cooperation and License Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts

This COOPERATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of September, 2019 (the “Effective Date”) by and between RogCon Inc., a Delaware corporation, having its principal place of business at 5251 LaGorce Drive, Miami Beach, FL 33140 RogCon”), and Praxis Precision Medicines, Inc., a Delaware corporation with its principal place of business at 101 Main Street #1210, Cambridge, MA 02142 (“Praxis”). Praxis and RogCon each may be referred to herein individually as a “Party” or collectively as the “Parties.”

CONSENT TO SUBLEASE, FIRST AMENDMENT OF LEASE AND AMENDMENT OF SUBLEASE
Praxis Precision Medicines, Inc. • September 25th, 2020 • Pharmaceutical preparations

THIS CONSENT TO SUBLEASE, FIRST AMENDMENT OF LEASE AND AMENDMENT OF SUBLEASE (this “Consent”), dated as of November 2nd, 2018, is entered into by and among MIT ONE BROADWAY LLC, a Massachusetts limited liability company (“Prime Landlord”), HIGHLAND CAPITAL PARTNERS, LLC, a Delaware limited liability company (“Sublandlord”) and PRAXIS PRECISION MEDICINES, INC., a Delaware corporation (“Subtenant”).

SUBLEASE
Sublease • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts

This Lease and all of its terms, covenants, representations, warranties, agreements and conditions are in all respects subject and subordinate to that certain Master Lease Agreement dated as of December 1, 2008 by and between MIT One Broadway Fee Owner LLC, as landlord (the “Master Landlord”), and Landlord, as tenant (as it may be amended from time to time, the “Master Lease”), a redacted copy of which has been delivered to Tenant. Tenant acknowledges notice and full knowledge of all of the terms, covenants and conditions of the Master Lease. Prior to the Term Commencement Date, Landlord, Master Landlord and Tenant shall enter into a Recognition, Non-Disturbance and Attornment Agreement as to such Master Lease, substantially in the form attached hereto as Exhibit 9 and made a part hereof, which may be recorded by Tenant at Tenant’s sole expense with the Registry (hereinafter defined).

FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Rights Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware

THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 24th day of July, 2020, by and among Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties to this Agreement in accordance with Section 6.9 hereof, each an “Investor” and together the “Investors”).

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