Cara Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • March 1st, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20 , among Cara Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
AS WARRANT AGENTPreferred Stock Warrant Agreement • March 1st, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [•], between Cara Therapeutics, 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”).
CARA THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 15th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CARA THERAPEUTICS, 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”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 1st, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
Cara Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”) on the terms set forth in this agreement (this “Agreement”).
AS WARRANT AGENTWarrant Agreement • March 1st, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [•], between Cara Therapeutics, 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”).
AS WARRANT AGENTWarrant Agreement • March 1st, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [•], between Cara Therapeutics, 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”).
4,450,000 Shares CARA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2017 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
CARA THERAPEUTICS, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 4,450,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the underwriters, up to an additional 667,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement, dated as of (this “Agreement”), is made by and between Cara Therapeutics, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
FOUR STAMFORD PLAZA STAMFORD, CONNECTICUT OFFICE LEASE AGREEMENT BETWEEN FOUR STAMFORD PLAZA OWNER LLC (“LANDLORD”) AND CARA THERAPEUTICS, INC. (“TENANT”)Office Lease Agreement • December 23rd, 2015 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of December 21, 2015, by and between FOUR STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (Landlord”), and CARA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: EXHIBIT A (Outline and Location of Premises), EXHIBIT B (Expenses and Taxes), EXHIBIT C (Work Letter) , EXHIBIT C-1 (Landlord Approved General Contractors), EXHIBIT D (Form of Letter of Credit), EXHIBIT E (Form Commencement Letter), EXHIBIT F (Additional Provisions), EXHIBIT G (Rules and Regulations), EXHIBIT H (Cleaning Specifications) and EXHIBIT I (HVAC Specifications).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective [Date] (the “Effective Date”), by and between Frédérique Menzaghi (“Executive”) and Cara Therapeutics, Inc. (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 5, 2014 (the “Effective Date”), by and between Derek Chalmers (“Executive”) and Cara Therapeutics, Inc. (the “Company”).
Non-Exclusive License Agreement between ENTERIS BIOPHARMA, INC. and CARA THERAPEUTICS, INC. Dated as of August 20, 2019Non-Exclusive License Agreement • November 5th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This NON-EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made August 20, 2019 (the “Effective Date”) by and between CARA THERAPEUTICS, INC., incorporated and registered in the State of Delaware and having offices at 4 Stamford Plaza, 107 Elm Street, 9th Floor, Stamford, CT 06902, USA (hereinafter referred to as “Cara”), and ENTERIS BIOPHARMA, INC., incorporated and registered in the State of Delaware and having offices at 83 Fulton St., Boonton, NJ 07005, USA (hereinafter referred to as “Enteris”). Each of Enteris and Cara is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
CARA THERAPEUTICS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 9th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of August 20, 2019 by and among CARA THERAPEUTICS, INC., a Delaware corporation (the “Company”), on the one hand, and ENTERIS BIOPHARMA, INC., a Delaware corporation (“Enteris”) and EBP HOLDCO LLC, a Delaware limited liability company (“EBP”), on the other hand. Each of Enteris and EBP may be referred to herein individually as a “Purchaser”, and collectively as the “Purchasers”. Each of the Company, Enteris and EBP may be referred to herein individually as a “Party”, and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2020 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective October 1, 2020 (the “Effective Date”), by and between Tom Reilly (“Executive”) and Cara Therapeutics, Inc. (the “Company”).
5,500,000 Shares CARA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
CARA THERAPEUTICS, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 5,500,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the underwriters, up to an additional 825,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
LICENSE AND API SUPPLY AGREEMENTLicense and Api Supply Agreement • November 8th, 2013 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
THIS LICENSE AND API SUPPLY AGREEMENT (this “Agreement”) is made and entered into effective as of April 16th, 2012 (the “Effective Date”) by and between CHONG KUN DANG PHARMACEUTICALS CORP., a corporation organized under the laws of Korea with a principal place of business at 368, 3-ga, Chungjeong-ro, Seodaemun-gu, Seoul 120-756, Korea (“CKD”), and CARA THERAPEUTICS, INC., a Delaware corporation with a principal place of business at One Parrott Drive, Shelton, CT 06484 (“Cara”). Cara and CKD may be referred to herein individually as a “Party”, and collectively as the “Parties.”
LICENSE AGREEMENT BY AND BETWEEN CARA THERAPEUTICS, INC. AND VIFOR FRESENIUS MEDICAL CARE RENAL PHARMA LTD. MAY 17, 2018License Agreement • August 8th, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (the “Agreement”) is entered into as of May 17, 2018 (the “Effective Date”), by and between Cara Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having an office located at offices at 4 Stamford Plaza,107 Elm Street, 9th Floor Stamford, CT 06902 (“Cara”), and Vifor Fresenius Medical Care Renal Pharma Ltd., a corporation organized and existing under the laws of Switzerland and having an office located at Rechenstrasse 37, CH-9014 St. Gallen, Switzerland (“VFMCRP”).
PURCHASE AND SALE AGREEMENT dated as of November 1, 2023 by and between CARA ROYALTY SUB, LLC and HCRX INVESTMENTS HOLDCO, L.P. and HEALTHCARE ROYALTY PARTNERS IV, L.P.Purchase and Sale Agreement • March 6th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”), dated as of November 1, 2023, is by and between CARA ROYALTY SUB, LLC, a Delaware limited liability company (the “Seller”), HCRX INVESTMENTS HOLDCO, L.P., a Delaware limited partnership (“HCRX”) and HEALTHCARE ROYALTY PARTNERS IV, L.P. a Delaware limited partnership (“HCR IV”, and collectively with HCRX, the “Purchaser”).
CARA THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 8th, 2013 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 25th day of April, 2013, by and between Cara Therapeutics, 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any purchaser of Additional Shares (as defined in the Series D Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Tvardi Therapeutics, Inc. Stock Option Agreement Granted Under 2018 Stock Incentive PlanStock Option Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations
This Stock Option Agreement (this “Agreement”) is made between Tvardi Therapeutics, Inc., a Delaware corporation (the “Company”), and the Participant pursuant to the 2018 Stock Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: CARA THERAPEUTICS, INC. a Delaware corporation; CT CONVERGENCE MERGER SUB, INC., a Delaware corporation; and TVARDI THERAPEUTICS, INC. a Delaware corporation Dated as of December 17, 2024Merger Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of December 17, 2024, by and among CARA THERAPEUTICS, INC., a Delaware corporation (“Parent”), CT CONVERGENCE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and TVARDI THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SERVICES AGREEMENTServices Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SERVICES AGREEMENT (“Agreement”), is entered into as of July 2, 2004, by and between CARA THERAPEUTICS, INC., a Delaware corporation (“Cara”), and BIO DILIGENCE PARTNERS, INC., a Pennsylvania corporation (“Consultant”).
SUPPORT AGREEMENTSupport Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of December 17, 2024, by and between Tvardi Therapeutics, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
Breakthrough Medicines for Cancer, Chronic Inflammation & FibrosisEmployment Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Tvardi Therapeutics, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.
SERVICES AGREEMENTServices Agreement • August 10th, 2015 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SERVICES AGREEMENT (“Agreement”), is entered into as of July 2, 2004, by and between CARA THERAPEUTICS, INC., a Delaware corporation (“Cara”), and BIO DILIGENCE PARTNERS, INC., a Pennsylvania corporation (“Consultant”).
FIRST AMENDMENT TO LEASELease • August 10th, 2020 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of June 23, 2020 between FOUR STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (“Landlord”) and CARA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Master Manufacturing Services AgreementMaster Manufacturing Services Agreement • August 7th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York
With effect from the date stated at the start of this Agreement (the “Effective Date”), the Parties have agreed to the following terms:
November 19, 2018Employment Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
On behalf of Tvardi Therapeutics, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.
LEASE By and between SHELTON PARROTT ASSOCIATES, L.L.C., as Landlord and CARA THERAPEUTICS, INC., as TenantLease • November 8th, 2013 • Cara Therapeutics, Inc. • Pharmaceutical preparations
Drafts presented under this Letter of Credit shall specify the number of this Letter of Credit as set forth above and shall be presented on or before the Expiration Date hereof. We hereby engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to us.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2019 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Executive Employment Agreement (the “Agreement”) is entered into effective 22 Oct 2018, by and between Joana Goncalves, M.D. (“Executive”) and Cara Therapeutics, Inc. (the “Company”).
December 5, 2022Employment Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Tvardi Therapeutics, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.
SUPPORT AGREEMENTSupport Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of December 17, 2024, by and between Cara Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
August 25, 2022 Mr. Ryan Maynard New Canaan, CT 06840 Dear Ryan:Employment Agreement • September 12th, 2022 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
It is my pleasure to offer you the position of Chief Financial Officer at Cara Therapeutics, Inc. (the “Company”) under the terms stated herein (the “Agreement”).
AMENDMENT TO LICENSE AND API SUPPLY AGREEMENTLicense and Api Supply Agreement • November 8th, 2013 • Cara Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO LICENSE AND API SUPPLY AGREEMENT (the “Amendment”) is made and entered into effective as of May 1, 2012, by and between CHONG KUN DANG PHARMACEUTICALS CORP., a corporation organized under the laws of Korea with a principal place of business at 368, 3-ga, Chungjeong-ro, Seodaemun-gu, Seoul 120-756, Korea (“CKD”), and CARA THERAPEUTICS, INC., a Delaware corporation with a principal place of business at One Parrott Drive, Shelton, CT 06484 (“Cara”). Cara and CKD may be referred to herein individually as a “Party”, and collectively as the “Parties”.
October 1, 2016 Michael Lewis, Ph.D. Bio Diligence Partners, Inc.,Services Agreement • November 4th, 2016 • Cara Therapeutics, Inc. • Pharmaceutical preparations
This letter shall serve as a twelfth amendment to the Services Agreement dated July 2, 2004. It is hereby agreed to extend the Agreement from October 1, 2016 to July 1, 2017. Compensation described in Exhibit A of the Agreement, as previously amended, will continue at the rate of $157,500.00 per annum and paid on a monthly basis. The reimbursement for 100% of the health insurance cost shall continue, paid quarterly.
