0001571049-13-001292 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_________], between [_________], a [_________] corporation (the “Company”), and [_________] (“Indemnitee”).

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SHORT TERM OFFICE LEASE
Term Office Lease • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

THIS LEASE (the "Lease"), is made as of this the 15th day of June, 2011 (the “Effective Date”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership, hereinafter “Landlord” and NEPHROGENEX INCORPORATED, a Delaware corporation [NEED TO BE REGISTERED TO DO BUSINESS IN NORTH CAORLINA PRIOR TO LEASE EXECUTION], hereinafter “Tenant”:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • New York

This Agreement is entered into on December 12, 2013, by and between John P. Hamill (“Executive”) and NephroGenex, Inc., a Delaware corporation (the “Company”).

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LICENSE AGREEMENT between BIOSTRATUM, INCORPORATED and NEPHROGENEX, INC.
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • North Carolina

This License Agreement (this “Agreement”), by and between BioStratum, Incorporated, a Delaware corporation (“BioStratum”), and NephroGenex, Inc., a Delaware corporation (the “Licensee”), is effective as of the 8th day of May 2006 (the “Effective Date”).

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AMENDMENT TO LICENSE AGREEMENT between The South Carolina Research Foundation and NephroGenex, Inc. (assignee of BioStratum Incorporated)
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This Amendment to the License Agreement ("First Amendment") is made effective as of the 20th day of June, 2011 (“First Amendment Effective Date”) by and between The South Carolina Research Foundation (“SCRF”) and NephroGenex, Inc., a Delaware corporation (“NephroGenex”) and assignee of BioStratum Incorporated (“LICENSEE”).

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FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This first Amendment effective as of this 6th day of November, 2013 (the “Amendment Date”) by and between NephroGenex, Inc., a Delaware corporation having its principal place of business at 2300 Englert Drive, Durham, NC, 27713 (“LICENSEE”) and Vanderbilt University, by and through its Center for Technology Transfer and Commercialization, having a principal place of business at 1207 17th Avenue South, Suite 105, Nashville, TN 37212 (hereinafter referred to as “VANDERBILT”),

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THIRD AMENDMENT TO LICENSE AGREEMENT between The University of South Carolina Research Foundation and NephroGenex, Inc, (assignee of BioStratum Incorporated)
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This Third Amendment to the License Agreement (“Third Amendment”) is made effective as of the date of the last signature to this Amendment (“Third Amendment Effective Date”) by and between the South Carolina Research Foundation (“SCRF”) and NephroGenex, Inc., a Delaware corporation (“LICENSEE”) and assignee of BioStratum Incorporated (“BioStratum”).

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AMENDMENT TO LICENSE AGREEMENT between The South Carolina Research Foundation and NephroGenex, Inc. (assignee of BioStratum Incorporated)
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This Amendment to the License Agreement (“Second Amendment”) is made effective as of the 2nd day of April, 2012 (“Second Amendment Effective Date”) by and between The South Carolina Research Foundation (“SCRF”) and NephroGenex, Inc., a Delaware corporation (“NephroGenex”) and assignee of BioStratum Incorporated (“LICENSEE”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • New York

This Agreement is entered into on November 7, 2013, by and between Pierre Legault (“Executive”) and NephroGenex, Inc., a Delaware corporation (the “Company”).

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AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • Kansas

THIS AGREEMENT is made effective as of the last date of execution set forth below and is between BioStratum Incorporated, hereinafter referred to as COMPANY, a corporation of the State of Delaware and having offices at 2605 Meridian Parkway, Suite 120, Durham, North Carolina, 27713, and the University of Kansas Medical Center Research Institute, Inc., hereinafter referred to as RESEARCH INSTITUTE, located at 39th and Rainbow Blvd., Kansas City, Kansas, 66160.

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LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF SOUTH CAROLINA RESEARCH FOUNDATION AND BioStratum Incorporated USCRF #240, 240.01, 241, and 391 USCRF License Agreement # LA 240 241 391
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This Agreement is made and entered into as of the date last affixed hereto below (the “EFFECTIVE DATE”) by and between the University of South Carolina Research Foundation, a corporation duly organized and existing under the laws of the State of South Carolina and having its principal office at 901 Sumter Street, Suite 501 Byrnes Building, Columbia, South Carolina, 29208, U.S.A. (hereinafter referred to as “USCRF”), and BioStratum Incorporated, a corporation duly organized under the laws of Delaware and having a principal place of business at 4620 Creekstone Dr., Suite 200, Durham, NC 27703 (hereinafter referred to as “LICENSEE”). USCRF and LICENSEE hereafter are also referred to individually as “Party” and collectively as “Parties”.

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FIRST AMENDMENT TO LICENSE AGREEMENT between Vanderbilt University and NephroGenex, Inc.
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This First Amendment to the License Agreement (“First Amendment”) dated January 11, 2006 (the “Agreement”) is made effective as of the 30th day of April, 2007 (“First Amendment Effective Date”) by and between Vanderbilt University, a Tennessee not-for-profit corporation (“VANDERBILT”), and NephroGenex, Inc., a Delaware corporation (“LICENSEE”).

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SECOND AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT between University of Kansas Medical Center Research Institute, Inc. and NephroGenex, Inc.
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This Second Amendment to the Amended and Restated License Agreement (“Second Amendment”) is made effective as of June 25, 2008 (“Second Amendment Effective Date”) by and between the University of Kansas Medical Center Research Institute, Inc. (“RESEARCH INSTITUTE”) and NephroGenex, Inc. (“COMPANY”).

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GRANT BACK LICENSE AGREEMENT
Grant Back License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • North Carolina

This GRANT BACK LICENSE AGREEMENT (this “Agreement”) is made as of May 4, 2007 (the “Effective Date”), by and between NephroGenex, Inc., a Delaware corporation, (“NephroGenex”), and BioStratum, Incorporated, a Delaware corporation (“BioStratum”) (each a “Party” and, collectively, the “Parties”). Capitalized terms used, but not otherwise defined herein shall have the meaning set forth in that certain License Agreement, dated May 8, 2006, by and between NephroGenex and BioStratum, as amended by that certain Amendment to License Agreement dated September 13, 2006 (the “Original Agreement”).

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LICENSE AGREEMENT Between VANDERBILT UNIVERSITY and NEPHROGENEX, INC.
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • Tennessee

THIS Agreement, by and between VANDERBILT UNIVERSITY, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“VANDERBILT”), and NephroGenex, a corporation, having a principal place of business at 204 Cherwell Drive, Cary, North Carolina, 27513 (the “LICENSEE”) is effective as of the 11th day of January, 2006 (the “Effective Date”).

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RESTATED and AMENDED LICENSE AGREEMENT Between VANDERBILT UNIVERSITY and NEPHROGENEX, INC.
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • Tennessee

THIS Agreement, by and between VANDERBILT UNIVERSITY, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“VANDERBILT”), and NephroGenex, a corporation, having a principal place of business at 79 T.W. Alexander Drive, Building 4401, Suite 290, PO Box 14188, Research Triangle Park, North Carolina, 27709 (“NEPHROGENEX”) is effective as of the 1st day of July, 2012 (the “Effective Date”).

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FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT between University of Kansas Medical Center Research Institute, Inc. and NephroGenex, Inc. (assignee of BioStratum Incorporated)
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations

This First Amendment to the Amended and Restated License Agreement (“First Amendment”) is made effective as of the 4th day of May, 2007 (“First Amendment Effective Date”) by and between University of Kansas Medical Center Research Institute, Inc. (“RESEARCH INSTITUTE”) and NephroGenex, Inc., a Delaware corporation (“NephroGenex”) and assignee of BioStratum Incorporated (“BioStratum”).

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AMENDMENT TO LICENSE AGREEMENT
License Agreement • December 23rd, 2013 • NephroGenex, Inc. • Pharmaceutical preparations • North Carolina

THIS AMENDMENT (the “Amendment”) TO LICENSE AGREEMENT is made effective as of the 13th day of September, 2006 (the “Amendment Effective Date”), by and between NephroGenex, Inc. and BioStratum, Incorporated (each a “Party” and collectively, the “Parties”).

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