Standard Contracts
CENTREXION THERAPEUTICS CORPORATION (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2019 • Centrexion Therapeutics Corp • Pharmaceutical preparations • New York
CENTREXION THERAPEUTICS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[18] between Centrexion Therapeutics Corporation, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
ContractWarrant Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations • Delaware
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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2019 • Centrexion Therapeutics Corp • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 28, 2019 (the “Effective Date”) among SOLAR CAPITAL LTD., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), 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 Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and CENTREXION THERAPEUTICS CORPORATION, a Delaware Corporation with offices located at 200 State Street, 6th Floor, Boston, MA 02109 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 18th, 2019 • Centrexion Therapeutics Corp • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of December 18, 2017, by and among Centrexion Therapeutics Corporation, a Delaware corporation (the “Company”), the Key Holders (as defined below), each Holder (as defined below) listed on Schedule I hereto (each Key Holder and Holder, a “Stockholder” and collectively, the “Stockholders”) and each stockholder of the Company that becomes a party to this Agreement in accordance with Section 6.9 hereof (each, an “Additional Stockholder”). Capitalized terms used in this Agreement but not otherwise defined have the meanings set forth in Sections 1.1 and 1.2.
Re: Executive Employment AgreementExecutive Employment Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the terms and conditions of your employment with Centrexion Corporation (the “Company”):
Confidential Treatment Requested Centrexion Therapeutics Corporation PATENT ASSIGNMENT AND LICENSING AGREEMENT dated NOVEMBER 11, 2015 by and between BOEHRINGER INGELHEIM INTERNATIONAL GMBH hereinafter “BII” and CENTREXION THERAPEUTICS CORPORATION...Patent Assignment and Licensing Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations
Boehringer Ingelheim International GmbH (“BII”), a German limited liability company, with offices at Binger Straße 173, 55216 Ingelheim am Rhein, Germany; and
CENTREXION THERAPEUTICS CORPORATION WARRANT TO PURCHASE SHARESWarrant Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations • New York
This Warrant is issued to Mr. Zhang Xuefeng by Centrexion Therapeutics Corporation, a Delaware corporation (the “Company”), as of December 30, 2016 (the “Effective Date”), in connection with the holder’s provision of consulting services to the Company pursuant to the consulting agreement, dated as of December 30, 2016 (the “Consulting Agreement.”)
200 STATE STREET BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN GLL 200 STATE STREET, L.P., a Delaware limited partnership (“LANDLORD”) AND CENTREXION THERAPEUTICS CORPORATION a Delaware corporation (“TENANT”)Office Lease Agreement • September 10th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 24th day of October 2016, by and between GLL 200 STATE STREET, L.P., a Delaware limited partnership (“Landlord”), and CENTREXION THERAPEUTICS CORPORATION, a Delaware corporation (“Tenant”).
Confidential Treatment Requested Centrexion Therapeutics Corporation AMENDMENT #1 TO PATENT ASSIGNMENT AND LICENSING AGREEMENTPatent Assignment and Licensing Agreement • November 9th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) to the Patent Assignment and Licensing Agreement by and between Boehringer Ingelheim International GmbH (“BII”) and Centrexion Therapeutics Corporation (“CENTREXION”), dated November 11, 2015, (the “Agreement”) is entered into effective as of January 29, 2018.
Confidential Treatment Requested Centrexion Therapeutics Corporation AMENDMENT #1 TO PATENT ASSIGNMENT AND LICENSING AGREEMENTPatent Assignment and Licensing Agreement • November 5th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) to the Patent Assignment and Licensing Agreement by and between Boehringer Ingelheim International GmbH (“BII”) and Centrexion Therapeutics Corporation (“CENTREXION”), dated November 11, 2015, (the “Agreement”) is entered into effective as of January 29, 2018.
Confidential Treatment Requested Centrexion Therapeutics Corporation AMENDMENT #1 TO PATENT ASSIGNMENT AND LICENSING AGREEMENTPatent Assignment and Licensing Agreement • October 19th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) to the Patent Assignment and Licensing Agreement by and between Boehringer Ingelheim International GmbH (“BII”) and Centrexion Therapeutics Corporation (“CENTREXION”), dated November 11, 2015, (the “Agreement”) is entered into effective as of January 29, 2018.
LICENSE AGREEMENTLicense Agreement • October 19th, 2018 • Centrexion Therapeutics Corp • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into as of August 28, 2001 (the “Effective Date”) among JAMES N. CAMPBELL, M.D., RICHARD A. MEYER, M.S. and MARCO PAPPAGALLO, M.D. (collectively hereafter, the “Inventors”), and ALGORX PHARMACEUTICALS, INC., a Delaware corporation (“AlgoRx”).
COLLABORATION AND LICENSE AGREEMENT between ELI LILLY AND COMPANY and CENTREXION THERAPEUTICS CORPORATION May 24, 2019 Certain information in this Exhibit marked as [***] has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded...Collaboration and License Agreement • September 18th, 2019 • Centrexion Therapeutics Corp • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”), effective as of May 24, 2019 (the “Execution Date”), is by and between ELI LILLY AND COMPANY, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”) and CENTREXION THERAPEUTICS CORPORATION, a corporation organized and existing under the laws of Delaware, with its principal business office located at 200 State Street, Boston, Massachusetts 02109, U.S.A. (“Centrexion”). Centrexion and Lilly are each referred to individually as a “Party” and together as the “Parties”.
