Acumen Pharmaceuticals, Inc. Sample Contracts

ACUMEN PHARMACEUTICALS, INC. (a Delaware corporation) 16,774,193 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2023 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Citigroup Global Markets Inc. (“Citi”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Citi and Stifel are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,516,128 additional shares of Common Sto

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ACUMEN PHARMACEUTICALS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF [•], 20__ DEBT SECURITIES
Indenture • March 27th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of [•], 20__, among ACUMEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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ACUMEN PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________ ACUMEN PHARMACEUTICALS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT
Warrant Agreement • March 27th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACUMEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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ACUMEN PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________ ACUMEN PHARMACEUTICALS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT
Warrant Agreement • March 27th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACUMEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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ACUMEN PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________
Preferred Stock Warrant Agreement • March 27th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ACUMEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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ACUMEN PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 24th, 2021 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of ________________, and is between Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

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ACUMEN PHARMACEUTICALS, INC. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Equity Offeringsm Sales Agreement • July 1st, 2022 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc. (“BofA”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agent and/or principal (each, an “Agent” and, collectively, the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $50,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agents as principals it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this ATM E

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Contract
Loan and Security Agreement • March 26th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2022 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Virginia

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective January 1, 2022 (the “Effective Date”), by and between Daniel J. O’Connell (the “Executive”) and Acumen Pharmaceuticals, Inc. (the “Company”) and supersedes and replaces any prior consulting agreement or employment letter between the Parties and any of their affiliates.

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 9th, 2021 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 20, 2020, by and among ACUMEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

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Contract
Employment Agreement • August 8th, 2023 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Indiana
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EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2021 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Virginia

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective May 15, 2021 (the “Effective Date”), by and between Wm. Matthew Zuga (the “Executive”) and Acumen Pharmaceuticals, Inc. (the “Company”) and supersedes and replaces any prior consulting agreement or employment letter between the Parties and any of their affiliates, including that certain Consulting Agreement between the Company and Executive dated August 16, 2019, that certain Employment Agreement between Executive dated January 1, 2021, that certain Letter Agreement between the Company and Executive dated March 11, 2021 .

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AMENDED AND RESTATED COLLABORATION AGREEMENT
Collaboration Agreement • June 24th, 2021 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

This AMENDED AND RESTATED COLLABORATION AGREEMENT (the “Agreement”), effective as of December 22, 2003, as amended and restated as of October 18, 2006 (the “Amendment Effective Date”), is made by and between Acumen Pharmaceuticals Inc., a Delaware corporation, having a principal place of business at 385 Oyster Point Blvd, Suite 9A, South San Francisco, CA 94080 (“Acumen”), and Merck & Co., Inc., a New Jersey corporation, having a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889-0100 (“Merck”). Acumen and Merck are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

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LEASE AGREEMENT
Lease Agreement • March 27th, 2023 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Virginia

This Lease made as of the 28th day of September 2022, between Price-Poore House, LLC (herein “Lessor”), and Acumen Pharmaceuticals Inc. (herein “Lessee”).

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ACUMEN PHARMACEUTICALS, INC. Common Stock ($0.0001 par value) AMENDMENT NO. 1 TO THE ATM EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • April 27th, 2023 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This Amendment No. 1 (this “Amendment”) to the ATM Equity OfferingSM Sales Agreement, dated July 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified in writing through the date hereof, the “Existing Sales Agreement” and as amended by this Amendment, the “Sales Agreement”), is made and entered into as of the date hereof by and among Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc. (“BofA”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and BTIG, LLC (the “New Agent”), as sales agent and/or principal (each of BofA and Stifel, an “Original Agent” and, together, the “Original Agents,” and the Original Agents, together with the New Agent, the “Agents”). The Company and the Original Agents are referred to herein collectively as the “Original Parties.” The Company and the Agents are referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise de

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Contract
Collaboration and License Agreement • March 26th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
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LEASE This Lease is made and entered into as of September 11, 2023, by and between DIV WASHINGTON, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Davis Companies, 125 High Street, Suite 2111, Boston, MA...
Lease • March 26th, 2024 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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CONFIDENTIAL GS SV LICENCE ROW
Agreement • March 27th, 2023 • Acumen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • England and Wales

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

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