SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2019 • Novus Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2019, (the “Effective Date”) between Novus 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2023 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of ________ __, 2023 by and between Eledon Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TRANCHE A WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTS ELEDON PHARMACEUTICALS, INC.Warrant Agreement • May 1st, 2023 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS TRANCHE A WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTS (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_________], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) or Pre-Funded Warrants (as defined below) to purchase the same number of Warrant Shares (as subject to adjustment hereunder). The purchase price of one Warrant Share or Pre-Funded Warrant under this Warrant shall be equal to the Exercise Price, as defined in Sec
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • September 20th, 2024 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2020 • Novus Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of September 14, 2020, by and among Novus Therapeutics Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NOVUS THERAPEUTICS, INC.Common Stock Purchase Warrant • January 16th, 2020 • Novus Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novus Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
●] Shares Novus Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2018 • Novus Therapeutics, Inc. • Pharmaceutical preparations • New York
Novus Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [●] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK ELEDON PHARMACEUTICALS, INC.Pre-Funded Warrant Agreement • May 7th, 2024 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
] Shares TOKAI PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
LEASE BETWEEN THE IRVINE COMPANY LLC AND OTIC PHARMA, INC.Lease Agreement • August 9th, 2017 • Novus Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of September 2, 2015, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and OTIC PHARMA, INC., a Delaware corporation, hereafter called “Tenant.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2017 • Novus Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 10, 2017, by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each of the other parties signatory hereto (each a “Purchaser” and together, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of January 31, 2017, among the Company and the Purchasers (the “Purchase Agreement”).
NOVUS THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Equity Distribution AgreementEquity Distribution Agreement • August 22nd, 2017 • Novus Therapeutics, Inc. • Pharmaceutical preparations • New York
Novus Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Piper Jaffray & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2024 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2024, between Eledon Pharmaceuticals, 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”).
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK ELEDON PHARMACEUTICALS, INC.Pre-Funded Warrant to Purchase Common Stock • October 30th, 2024 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(b).
AMENDMENT TO EMPLOYMENT LETTEREmployment Agreement • March 26th, 2015 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment to Employment Letter (this “Amendment”) is entered into as of January 15, 2015 (the “Effective Date”), by and between Tokai Pharmaceuticals, Inc. (“the Company”), having a place of business at One Broadway, 14th floor, Cambridge, MA 02142, and John S. McBride (the “Executive”) residing at 89 West Main Street, Westborough, MA 01581.
FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 2nd, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of May 13, 2013 (this “Agreement”), among TOKAI PHARMACEUTICALS, INC., a Delaware corporation (the “Issuer”), and the investors in the Issuer named in Schedule I hereto (collectively, the “Investors”), amending and restating the Fourth Amended and Restated Investor Rights Agreement, dated as of September 9, 2011, as amended (the “Fourth Amended and Restated Investor Rights Agreement”), among the Issuer and certain of the Investors.
TOKAI PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 3rd, 2017 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Stock Purchase Agreement (“Agreement”) is made as of January 31, 2017 (the “Effective Date”), by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). The persons and entities listed as Purchasers on the Schedule of Purchasers are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”
NOVUS THERAPEUTICS, INC. MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • August 9th, 2017 • Novus Therapeutics, Inc. • Pharmaceutical preparations • California
This Management Continuity Agreement (the “Agreement”) is effective as of August 7, 2017 (the “Effective Date”) by and between Gregory J. Flesher (“Employee”) and Novus Therapeutics. Inc, a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.
Lonza CONFIDENTIALLicence Agreement • August 11th, 2022 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
Certain identified information has been redacted from this exhibit because it is both (i) not material and (ii) a type that the registrant treats as private or confidential. Information that has been omitted has been identified in this document with a placeholder identified by the mark “[***].”
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT by and among TOKAI PHARMACEUTICALS, INC., OTIC PHARMA, LTD. and SHAREHOLDERS OF OTIC PHARMA, LTD. Dated as of March 2, 2017 Effective as of December 21, 2016Share Purchase Agreement • March 3rd, 2017 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”), is entered into as of March 2, 2017, by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (“Public Company”), Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic Pharma”), and the shareholders of Otic Pharma identified on the signature page hereto (the “Shareholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2021 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”) is entered into as of September 9, 2020 (the “Effective Date”), by and between Novus Therapeutics, Inc. (the “Company”) and David-Alexandre Gros (“Executive”).
Companion Diagnostics MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 12th, 2015 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • New York
TOKAI PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanIncentive Stock Option Agreement • May 2nd, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • November 3rd, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), effective as of the 31 day of August, 2016 (the “Effective Date”), is entered into between Tokai Pharmaceuticals, Inc., having offices located at 255 State Street, 6th Floor, Boston, MA 02109 (“Tokai”) and Karen Ferrante, MD having an address of 150 Adirondack Drive, East Greenwich, RI 02818 (“Consultant”). Tokai and Consultant may be referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties”.
TOKAI PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanNonstatutory Stock Option Agreement • August 11th, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • January 7th, 2021 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 509,117 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 509,117 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
April 27, 2023 Dear Steven:Executive Employment Agreement • May 1st, 2023 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
Eledon Pharmaceuticals, Inc. (“Eledon” or the “Company”) and you are parties to the executive employment agreement dated September 14, 2020 (the “Employment Agreement”). The Company desires to provide certain additional benefits to you as described below. The Employment Agreement continues in effect, as amended and supplemented by this letter agreement (the “Letter Agreement”) pursuant to section 11(c) of the Employment Agreement. Capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Employment Agreement.
VIA HAND DELIVERY March 27, 2013 (as amended April 3, 2013) Martin D. WilliamsSeverance Agreement • August 11th, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
FOURTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 10th, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations
This Fourth Amendment to License Agreement (“Fourth Amendment”) is effective as of the date of the last signature on the signature page hereto and is between the UNIVERSITY OF MARYLAND, BALTIMORE (“UMB”), a constituent institution of the University System of Maryland, a public corporation and an instrumentality of the State of Maryland, and TOKAI PHARMACEUTICALS, INC., a Delaware corporation (“Company”). Company and UMB are referred to collectively as the “Parties” and each as a “Party.”
TOKAI PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2014 Stock Incentive PlanIncentive Stock Option Agreement • September 2nd, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 15th, 2020 • Novus Therapeutics, Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of September 14, 2020, by and among Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2024 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 2024, by and between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • February 19th, 2020 • Novus Therapeutics, Inc. • Pharmaceutical preparations • California
This Exchange Agreement (the “Agreement”), dated as of February 13, 2020 (the “Effective Date”), is entered into by and among Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s common stock, par value $0.001 per share (the “Common Stock”) listed on Schedule I attached hereto (each a “Stockholder” and collectively, the “Stockholders” and, together with the Company, the “Parties”).
VIA HAND DELIVERY March 27, 2013 (as amended April 2, 2013) Adrian Senderowicz, MD Dear Adrian:Severance Agreement • July 16th, 2014 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
In connection with the termination of your employment with Tokai Pharmaceuticals, Inc. (the “Company”) on March 27, 2013, and pursuant to the terms of your July 19, 2012 Offer Letter with the Company, you are eligible to receive the severance benefits described in paragraph 2 below if you sign and return this letter agreement to me by April 4, 2013. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you have been given at least seven (7) days to do so.
SUBLEASE AGREEMENT BY AND BETWEEN CORPORATE TECHNOLOGIES, INC., SUBLANDLORD AND ELEDON PHARMACEUTICALS, INC., SUBTENANT A PORTION OFSublease Agreement • March 24th, 2022 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE (this “Sublease”) is made as of this 4th day of November 2021, by and between CORPORATE TECHNOLOGIES, INC. (“Sublandlord”), a Massachusetts corporation with an address of 78 Blanchard Road, Suite 304, Burlington, MA and ELEDON PHARMACEUTICALS, INC. (“Subtenant”), a Delaware corporation with an address at 19900 MacArthur Blvd, Suite 550, Irvine, CA.
