0001193125-26-167732 Sample Contracts
APNIMED, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 11, 2026, by and among Apnimed, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CREDIT AGREEMENT Dated as of April 2, 2026 among APNIMED, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, HCR OSA SPV, LLC as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETOCredit Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of April 2, 2026 among APNIMED, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), HCR OSA SPV, LLC as Administrative Agent and those additional entities that hereafter become parties hereto in accordance with the terms hereof by executing a Joinder Agreement.
WARRANT TO PURCHASE [CLASS A COMMON STOCK/COMMON STOCK]1 OF APNIMED, INC. (A DELAWARE CORPORATION)Warrant Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
This Warrant is issued in connection with that certain Credit Agreement, dated as of [ ___ ], 2026 (the “Closing Date”), by and between the Company and the Holder (the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings given to them in the Credit Agreement.
THE BRIGHAM AND WOMEN’S HOSPITAL, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: [***] BWH Case Nos: [***]Exclusive Patent License Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated License Agreement (“Agreement”) is made as of the 29th day of December 2020 (the “Restatement Date”), by and between Apnimed, Inc., a Massachusetts corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG APNIMED, INC., SHIONOGI & CO., LTD. AND SHIONOGI-APNIMED SLEEP SCIENCES, LLC Dated March 23, 2026Membership Interest and Asset Purchase Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 23, 2026 (the “Agreement Effective Date”), by and among APNIMED, INC., a Delaware corporation with offices located at 39 John F. Kennedy St., 4th Floor, Cambridge, MA 02138 USA (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430) whose principal place of business is at 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541- 0045, Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS”). Apnimed and Shionogi are sometimes referred to in this Agreement individually as a “Member” and collectively as the “Members.” Apnimed, Shionogi and SASS are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MASTER CLINICAL SERVICES AGREEMENTMaster Clinical Services Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • Delaware
This MASTER CLINICAL SERVICES AGREEMENT (this “Agreement”), effective as of the last date of authorized signature herein (the “Effective Date”), is made by and between Apnimed, Inc., a Delaware corporation with principal offices located at 20 Holyoke Street Cambridge, Massachusetts 02138 (“Sponsor”), and Syneos Health, LLC, a Delaware limited liability company with principal offices located in the United States at 1030 Sync Street, Morrisville, North Carolina 27560, together with Syneos Health UK Limited, a company with principal offices located at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, GU14 7BF, England (“Syneos Health”).
SECURITY AGREEMENTSecurity Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT dated as of April 2, 2026 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and HCR OSA SPV, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • April 22nd, 2026 • Apnimed, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made effective as of April 6, 2026 (the “Effective Date”), by and among Apnimed, Inc., a Delaware corporation (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430), a company organized under the laws of Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS” and, together with Apnimed and Shionogi, each a “Party” and collectively, the “Parties”), and amends that certain Membership Interest and Asset Purchase Agreement, dated as of March 23, 2026, by and among Apnimed, Shionogi and SASS (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.