INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2016 between Viamet Pharmaceuticals Corp., 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. Certain capitalized terms used herein are defined in Section 13 below.
●] Shares VIAMET PHARMACEUTICALS CORP. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTViamet Pharmaceuticals Holdings LLC • April 8th, 2016 • 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.
VIAMET PHARMACEUTICALS CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
NOTTINGHAM HALL LEASE AGREEMENT BY AND BETWEEN NOTTINGHAM HALL IC, LLC AS LANDLORD AND VIAMET PHARMACEUTICALS, INC. AS TENANT May 16, 2012Lease Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the 16th day of May, 2012, by and between NOTTINGHAM HALL IC, LLC, a Georgia limited liability company (“Landlord”), whose address is c/o American Real Estate Partners, 4505 Emperor Boulevard, Durham, North Carolina 27703, Attention: Property Manager, Fax No. , and VIAMET PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), whose address is 2250 Perimeter Park, Suite 320, Morrisville, NC 27650, Fax No. 919-467-8540, Attention: Mr. Neil Moore (prior to the Commencement Date) and thereafter shall be 4505 Emperor Boulevard, Suite 300, Durham, North Carolina 27703, Attention: Mr. Neil Moore (the address of the Premises within the Building). Subject to all of the terms, provisions, covenants and conditions of this Lease, and in consideration of the mutual covenants, obligations and agreements contained in this Lease, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • North Carolina
disapprove the Space Plan within five (5) business days after the date Landlord receives the Space Plan. If Landlord does not approve the Space Plan, Landlord will inform Tenant’s Architect and Tenant in writing of its objections and Tenant will coordinate with Tenant’s Architect to revise the same and deliver a corrected version to Landlord for its approval within five (5) business days after the date Tenant receives Landlord’s disapproval notice. The approval and revision process for the revised Space Plan shall be the same as described in the previous two sentences.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations
METALLOPHILE™ TECHNOLOGY LICENSE AGREEMENTMetallophile™ Technology License Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
This Metallophile™ Technology License Agreement (“Agreement”), effective as of October 13, 2014 (the “Effective Date”), is entered into by and between VPS-1, Inc., a Delaware corporation with a principal place of business at 4505 Emperor Blvd., Suite 300, Durham, North Carolina 27703 (“Primary”), and Innocrin Pharmaceuticals, Inc. (originally incorporated as Hephestics, Inc. and formerly known as Viamet Pharmaceuticals, Inc.), a Delaware corporation with a principal place of business at 4505 Emperor Blvd., Suite 300, Durham, North Carolina 27703 (“Legacy”). Primary and Legacy may collectively be referred to as the “Parties” (and each, as a “Party”).
VIAMET PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2014 Incentive PlanViamet Pharmaceuticals Holdings LLC • July 1st, 2014 • Pharmaceutical preparations
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 1st, 2014 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations
THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of [ ], 2014, by and between [SPINCO LLC], a Delaware limited liability company (“SpinCo”), and Viamet Pharmaceuticals Holdings, LLC, a Delaware limited liability company (together with any successor in interest, including by way of a conversion to a Delaware corporation, “Viamet”). In this Agreement, each of SpinCo and Viamet are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
VIAMET PHARMACEUTICALS, INC. Restricted Stock AgreementRestricted Stock Agreement • July 1st, 2014 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
Viamet Pharmaceuticals, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2014 Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.
VIAMET PHARMACEUTICALS CORP. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
VIAMET PHARMACEUTICALS CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
Viamet Pharmaceuticals Corp. (the “Company”) has selected you to receive the following restricted stock award, which is subject to the provisions of the Company’s 2016 Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement (the “Agreement”).
Employee Matters AgreementEmployee Matters Agreement • July 1st, 2014 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
This Employee Matters Agreement, dated as of [ ], 2014, is made and entered by and among Viamet Pharmaceuticals Holdings, LLC, a Delaware limited liability company (together with any successor in interest, including by way of a conversion to a Delaware corporation, “Viamet”), [LEGACY VPI] (f/k/a Viamet Pharmaceuticals, Inc.), a Delaware corporation (“Legacy VPI”) and [SPINCO LLC], a Delaware limited liability company (“SpinCo”). Viamet, Legacy VPI and SpinCo are sometimes referred to herein individually as a “Party” and together as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT dated as of October 13, 2014 entered into by and among VIAMET PHARMACEUTICALS HOLDINGS, LLC, INNOCRIN PHARMACEUTICALS, INC. and Innocrin Pharmaceuticals Holdings, LLCSeparation and Distribution Agreement • February 1st, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Viamet Pharmaceuticals Holdings, LLC, a Delaware limited liability company (“Viamet”), Innocrin Pharmaceuticals, Inc. (f/k/a Viamet Pharmaceuticals, Inc.), a Delaware corporation (“Innocrin”), and Innocrin Pharmaceuticals Holdings, LLC, a Delaware limited liability company (“SpinCo”). Each of Viamet, SpinCo and Innocrin are sometimes referred to herein as a “Party,” and Viamet, SpinCo and Innocrin are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE 1 of this Agreement.
VIAMET PHARMACEUTICALS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2016 • Viamet Pharmaceuticals Holdings LLC • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is entered into as of this day of 2016, by and among Viamet Pharmaceuticals Corp. (f/k/a Viamet Pharmaceuticals Holdings, LLC), a Delaware corporation (the “Company”), the holders of the Company’s Series 1 Preferred Shares (the “Series 1 Shares”), Series 2 Preferred Shares (the “Series 2 Shares”), Series A Preferred Shares (the “Series A Shares”), Series B Preferred Shares (the “Series B Shares”), Series C1 Preferred Shares (the “Series C1 Shares”), Series C2 Preferred Shares (the “Series C2 Shares”) and Series D Preferred Shares (the “Series D Shares” and, together with the Series 1 Shares, the Series 2 Shares, the Series A Shares, the Series B Shares, the Series C1 Shares and the Series C2 Shares, the “Preferred Shares”) listed on Exhibit A attached hereto (collectively, the “Investors”).
