Axsome Therapeutics, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 4th, 2017 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2017, between Axsome Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Axsome Therapeutics, Inc. ($0.0001 par value per share) SALES AGREEMENT
Sales Agreement • March 1st, 2022 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

Axsome Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 10th, 2016 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 9th, 2023 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • California

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 9, 2023, is entered into by and among AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and the several banks and other financial institutions or entities party hereto as Lender, constituting the Required Lenders and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2019 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 5, 2019 (the “Effective Date”), among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower, and Borrower shall repay Agent and the Lenders. The parties agree as follows:

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Contract
Axsome Therapeutics, Inc. • November 5th, 2020 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

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AXSOME THERAPEUTICS, INC.
Indenture • December 5th, 2019 • Axsome Therapeutics, Inc. • Pharmaceutical preparations

INDENTURE dated as of [] between Axsome Therapeutics, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and [], as trustee (the “Trustee”).

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AXSOME THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 2015 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York
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AXSOME THERAPEUTICS, INC. INDENTURE Dated as of [•] [•] Trustee __________________________
Indenture • December 2nd, 2022 • Axsome Therapeutics, Inc. • Pharmaceutical preparations
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STRICTLY CONFIDENTIAL Axsome Therapeutics, Inc.
Letter Agreement • December 4th, 2017 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York
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Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed...
Confidential Treatment • October 13th, 2015 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York
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Contract
Axsome Therapeutics, Inc. • July 29th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Contract
Axsome Therapeutics, Inc. • March 15th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Axsome Therapeutics, Inc. • July 29th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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WAIVER ANDFOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2023 • Axsome Therapeutics, Inc. • Pharmaceutical preparations

THIS WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 8, 2023 (the “Amendment Effective Date”), is entered into by and among AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and the several banks and other financial institutions or entities party hereto as Lender, constituting the Required Lenders and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”).

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PURCHASE AGREEMENT
Purchase Agreement • September 28th, 2018 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of September 27, 2018, by and among AXSOME THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the investors identified on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).

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Contract
Axsome Therapeutics, Inc. • July 29th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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FIRST Amendment to Loan and security agreement
Loan and Security Agreement • March 15th, 2019 • Axsome Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of November, 2018, by and between SILICON VALLEY BANK (“Bank”) and AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”) whose address is 25 Broadway, 9th Floor, New York, New York 10004.

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AXSOME THERAPEUTICS CONSULTING AGREEMENT
Consulting Agreement • October 13th, 2015 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of April 13, 2012, (the “Effective Date”) by and between Axsome Therapeutics, Inc., a Delaware corporation having a principal place of business at 45 Rockefeller Plaza, Suite 2000, New York, NY 10111 (hereinafter referred to as the “Company”) and Mark Coleman, M.D., a physician residing at 10 Chris Elliot Court, Cockeysville, MD 21030 (hereinafter referred to as the “Consultant”).

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Contract
Axsome Therapeutics, Inc. • March 15th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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DIRECT AGREEMENT
Direct Agreement • November 5th, 2020 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • California

This DIRECT AGREEMENT (this “Direct Agreement”), dated as of September 25, 2020, is by and among Antecip Bioventures II LLC, a Delaware limited liability company (the “Contracting Party”), Hercules Capital, Inc., as collateral agent for itself and the Lenders (as defined below) (in such capacity, together with its successors in such capacity, the “Agent”), and Axsome Therapeutics, Inc., a Delaware corporation (the “Company”).

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LICENSE AGREEMENT
License Agreement • March 12th, 2020 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “AGREEMENT”) is made effective as of the 10th of January 2020 (the “EFFECTIVE DATE”), by and among Axsome Therapeutics, Inc., a corporation organized and existing under the laws of Delaware with offices at 200 Broadway, 3rd Floor, New York, NY 10038 (“AXSOME”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”). AXSOME and PFIZER may, from time-to-time, be individually referred to as a “PARTY” and collectively referred to as the “PARTIES”.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 29th, 2019 • Axsome Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 25th day of July, 2019 by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) AXSOME THERAPEUTICS, INC., a Delaware corporation (“Borrower”), whose address is 2000 University Avenue, East Palo Alto, California 94303.

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License Agreement
License Agreement • May 9th, 2023 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

This License Agreement (the “Agreement”) is entered on February 21, 2023 (the “Effective Date”), by and between Axsome Malta Ltd., a Malta limited company with offices at Pinto Business Centre, Level 4, Office 4, Mill Street, Orme, QRM 3104, Malta (“Axsome”), on the one hand, and Atnahs Pharma UK Limited, a company organized and existing under the laws of England and Wales with offices at Sovereign House, Miles Grey Road, Basildon, Essex SS14 3FR (“Licensee”). Axsome and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

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WEWORK MEMBERSHIP AGREEMENT HEADQUARTERS BY WEWORK
Wework Membership Agreement • August 10th, 2020 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

​ ​ COMPANY Company Name (Legal Name): Axsome Therapeutics, Inc. Industry: Biopharmaceutical WEWORK WeWork Entity (Legal Name): 22 Cortlandt Street HQ LLC CONTRACT TERM DETAILS Start Date: August 1, 2020 Initial Commitment Term (Start Date and end date): Twelve (12) MonthsAugust 1, 2020 – July 31, 2021 Extension Options (Start Date and end date) (if applicable): N/A Member Company Termination Notice Required: Six (6) Months OFFICE SPACE DETAILS AND MEMBERSHIPS Address of Main Premises: 22 Cortlandt Street, New York, NY 1007 Dedicated Office Space Description (if applicable) (e.g., entire 4th floor of Main Premises): Office Number 16-100(Entire 16th Floor of Main Premises) Office Number(s): Office Number 16-100(Entire 16th Floor of Main Premises) Capacity and Individual Memberships: 145 PRICING / FINANCIAL TERMS Monthly Fee1: $105,000.00​See “Monthly Fee Schedule” below for additional detail. Base Monthly Fee: $105,000.00 Buy Up (Custom Work) Fees (Monthly) (throughout the duration of t

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SHARE TRANSFER AGREEMENT
Share Transfer Agreement • January 13th, 2020 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • Illinois

SHARE TRANSFER AGREEMENT (the “Agreement”), dated as of January 10, 2020, by and between AXSOME THERAPEUTICS, INC., a Delaware corporation (the “Company”), and PFIZER INC. (the “Investor”).

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ASSET PURCHASE AGREEMENT between: Jazz Pharmaceuticals plc, a public limited liability corporation organized under the laws of Ireland; and Axsome Therapeutics, Inc., a Delaware corporation. Dated as of March 25, 2022
Asset Purchase Agreement • March 31st, 2022 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

This Asset Purchase Agreement is being entered into as of March 25, 2022, by and between Jazz Pharmaceuticals plc, a public limited liability corporation organized under the laws of Ireland (“Seller”), and Axsome Therapeutics, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.

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Axsome Therapeutics, Inc. 3,743,316 Shares Common Stock ($0.0001 par value per share) Underwriting Agreement
Underwriting Agreement • March 21st, 2017 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York

Axsome Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you (the “Underwriter”), 3,743,316 shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 561,497 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be,

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Contract
Axsome Therapeutics, Inc. • July 29th, 2019 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
Axsome Therapeutics, Inc. • November 6th, 2020 • Pharmaceutical preparations • New York

This [***] Agreement and Release (“Agreement”) sets forth the terms of your continued employment with Axsome Therapeutics, Inc. (together with each of its subsidiaries or affiliated companies, the “Company”) and related matters.

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SUBLEASE (One World Trade Center, 22nd Floor)
Axsome Therapeutics, Inc. • May 9th, 2023 • Pharmaceutical preparations

This SUBLEASE, dated as of February 21, 2023 (the “Effective Date”), between ADVANCE MAGAZINE PUBLISHERS INC. D/B/A CONDÉ NAST, a New York corporation, having an office at One World Trade Center, New York, New York 10007 (“Sublandlord”) and AXSOME THERAPEUTICS, INC., having offices up until the Commencement Date at 22 Cortlandt St 16th floor, New York, NY 10007, Attn: General Counsel (“Subtenant”).

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