Civitas Therapeutics, Inc. Sample Contracts

CIVITAS THERAPEUTICS, INC. [—] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • 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.

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FORM OF INDEMNIFICATION AGREEMENT [(WITH SECONDARY FUND INDEMNIFICATION)]
Indemnification Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—] between Civitas Therapeutics, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).

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Contract
Warrant Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 21, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CIVITAS THERAPEUTICS, INC, a Delaware corporation with offices located at 190 Everett Avenue, Chelsea, MA 02150 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

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Civitas Therapeutics, Inc. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive Plan
Nonstatutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
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Civitas Therapeutics, Inc. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive Plan
Incentive Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
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CONSULTING AGREEMENT
Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between Civitas Therapeutics, Inc., a Delaware corporation having an address at 190 Everett Ave., Chelsea, MA 02150 (“CIVITAS”) and the consultant named on the signature page (“Consultant”). CIVITAS desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to CIVITAS, all as provided in this Agreement.

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CIVITAS THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT (Executive Officer Award)
Incentive Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).

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CIVITAS THERAPEUTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT (Non-Executive Employee Award)
Non-Statutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).

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CONSULTING AGREEMENT
Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of January 26, 2014 (the “Effective Date”) by and between Civitas Therapeutics, Inc., a Delaware corporation with a principal business address at 190 Everett Avenue Chelsea, MA 02150 (“Civitas”), and Glenn Batchelder with an address at [—] (“Consultant”). Civitas desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Civitas, all as provided in this Agreement.

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ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ALKERMES, INC. AND CORREGIDOR THERAPEUTICS, INC. DECEMBER 27, 2010
Asset Purchase and License Agreement • August 26th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Asset Purchase and License Agreement (the “Agreement”) is made effective as of the 27th day of December 2010 (the “Effective Date”) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 852 Winter Street, Waltham, Massachusetts 02451 (“Alkermes”), and Corregidor Therapeutics, Inc., a Delaware corporation with its principal place of business located at 384 Powder Mill Road, Concord, MA 01742 (“Corregidor”). Alkermes and Corregidor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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CONSULTING AGREEMENT AMENDMENT
Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Consulting Agreement Amendment (hereinafter the “Amendment”) is made effective as of January 1, 2013 (the “Amendment Effective Date”) between Civitas Therapeutics, Inc. (“CIVITAS”) and Robert Roche (“Consultant”).

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AMENDMENT B December 4, 2006
Lease Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
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CORREGIDOR THERAPEUTICS, INC. Amended and Restated Stock Restriction Agreement
Stock Restriction Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

WHEREAS, [—] (the “Stockholder”) is the holder of [—] shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Corregidor Therapeutics, Inc., a Delaware corporation (the “Company”), after giving effect to a stock-split effected by the Amended and Restated Certificate of Incorporation filed December 22, 2010;

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AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 12th day of September 2014, is entered into by Civitas Therapeutics, Inc., a Delaware corporation with its principal place of business at 190 Everett Avenue Chelsea, MA 02150 (the “Company”), and Mark Iwicki, residing at [—] (the “Executive”).

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SUBLEASE
Sublease • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Sublease (the “Sublease”) is made as of the 27th day of December 2010 by and between ALKERMES, INC., a Pennsylvania corporation having an address at 852 Winter Street, Waltham, Massachusetts 02451-1420 (“Sublandlord”), and CORREGIDOR THERAPEUTICS, INC., a Delaware corporation having an address at 384 Powder Mill Road, Concord, MA 01742 (“Subtenant”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 26th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 22 day of August, 2014, is entered into by Civitas Therapeutics, Inc., a Delaware corporation with its principal place of business at 190 Everett Avenue, Chelsea, MA 02150 (the “Company”), and Rick Batycky (the “Executive”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 26th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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AMENDMENT A August 22, 2002
Lease Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENT
License Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This First Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR), and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MASSACHUSETTS INSTITUTE OF TECHNOLOGY and...
Patent License Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Agreement is made and entered into this 11th day of August, 1997 (the “EFFECTIVE DATE”) by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as “M.I.T.”), and ADVANCED INHALATION RESEARCH, INC. a corporation duly organized under the laws of Delaware and having its principal office at c/o David Edwards, 109 Hartswick Avenue, State College, Pennsylvania 16803 (hereinafter referred.to as “LICENSEE”).

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THIRD AMENDMENT
License Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Third Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR) and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).

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CIVITAS THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • August 26th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 22nd day of August, 2014, by and among Civitas Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

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SECOND AMENDMENT
License Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Second Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997, by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR).

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SUBLEASE
Sublease • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Sublease (the “Sublease”) is made as of the 27th day of December 2010 by and between ALKERMES, INC., a Pennsylvania corporation having an address at 852 Winter Street, Waltham, Massachusetts 02451-1420 (“Sublandlord”), and CORREGIDOR THERAPEUTICS, INC., a Delaware corporation having an address at 384 Powder Mill Road, Concord, MA 01742 (“Subtenant”).

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Civitas Therapeutics, Inc.
Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This letter confirms the termination of the Consulting Agreement dated December 12, 2013 (the “Consulting Agreement”), regarding your service as a member of the Board of Directors (the “Board”) of Civitas Therapeutics, Inc. (the “Company”). Accordingly, pursuant to Section 7.3(b) of the Consulting Agreement and effective as of the day immediately preceding the day on which the initial public offering of the Company’s common stock is consummated, the Company hereby terminates the Consulting Agreement and, by signing below, you hereby acknowledge and agree to such termination of the Consulting Agreement. Upon termination of the Consulting Agreement, you shall be entitled to compensation as a member of the Board pursuant to the Company’s non-employee director compensation policies, as in effect from time to time. For the avoidance of doubt, the terms of sections 1, 5, 6 and 8 of the Consulting Agreement shall survive its termination and the termination of the Consulting Agreement will not

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FOURTH AMENDMENT
License Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Fourth Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR), and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).

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Civitas Therapeutics, Inc.
Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This letter confirms the termination of the Consulting Agreement dated December 16, 2011, as amended January 1, 2013 (the “Consulting Agreement”), regarding your service as a member of the Board of Directors (the “Board”) of Civitas Therapeutics, Inc. (the “Company”). Accordingly, pursuant to Section 7.3(b) of the Consulting Agreement and effective as of the day immediately preceding the day on which the initial public offering of the Company’s common stock is consummated, the Company hereby terminates the Consulting Agreement and, by signing below, you hereby acknowledge and agree to such termination of the Consulting Agreement. Upon termination of the Consulting Agreement, you shall be entitled to compensation as a member of the Board pursuant to the Company’s non-employee director compensation policies, as in effect from time to time. For the avoidance of doubt, the terms of sections 1, 5, 6 and 8 of the Consulting Agreement shall survive its termination and the termination of the C

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MASTER CONTRACT SERVICES AGREEMENT
Master Contract Services Agreement • May 12th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS MASTER CONTRACT SERVICES AGREEMENT (together with Appendix A and any Statement(s) of Work (as defined in Section 1), the “Agreement”) is made on September 26, 2013, (the “Effective Date”) by and between Civitas Therapeutics, Inc., a Delaware corporation with an office at 190 Everett Avenue, Chelsea, MA 02150 (“Civitas”) and Omega Plastics, Inc., a Michigan corporation with an office at 24401 Capital Blvd, Clinton Township, MI (“Service Provider”).

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LEASE
Lease • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

Lease dated as of the 6th day of December, 2000, by and between H&N Associates, LLC, a Massachusetts Limited Liability Company, as landlord (“Landlord”), and Advanced Inhalation Research, Inc., a Delaware Corporation, as tenant (“Tenant”).

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CIVITAS THERAPEUTICS, INC. DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT
Director Non-Statutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).

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