0000912057-19-000008 Sample Contracts

TRANSITION SERVICES AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Transition Services Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”) and [ ] (“Indemnitee”).

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CYCLERION THERAPEUTICS, INC. EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This Executive Severance Agreement (this “Agreement”) is made as of the day of [ ], (the “Effective Date”) by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [ ] (the “Executive”).

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EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Employee Matters Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of , (the “Separation Agreement”).

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SEPARATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Separation Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This SEPARATION AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned Subsidiary of Ironwood. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.

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DEVELOPMENT AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Development Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This DEVELOPMENT AGREEMENT (this “Agreement”), dated as of , 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.

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TAX MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Tax Matters Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2019, by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and wholly owned Subsidiary of Ironwood. (Ironwood and Cyclerion are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).

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RESTRICTED STOCK AGREEMENT CYCLERION THERAPEUTICS, INC.
Restricted Stock Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of the day of (the “Grant Date”), between Cyclerion Therapeutics, Inc. (the “Company”), a Massachusetts corporation, and (the “Participant”).

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INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Intellectual Property License Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2019 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation, and Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation (each of Cyclerion and Ironwood being a “Party,” and collectively, the “Parties”).

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