Amylyx Pharmaceuticals, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • October 4th, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and James Frates (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 12, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the employment agreement between the Executive and the Company dated January 25, 2021 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
AMYLYX PHARMACEUTICALS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 16th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).1
AMYLYX PHARMACEUTICALS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 16th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
AMYLYX PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 1, 2021Investors’ Rights Agreement • October 20th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 1st day of July, 2021 (the “Effective Date”) by and among AMYLYX PHARMACEUTICALS, 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 any additional investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE AMYLYX PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • August 10th, 2023 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Amylyx Pharmaceuticals, Inc. 2023 Inducement Plan, as amended through the date hereof (the “Plan”), Amylyx Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gina Mazzariello, 12 Bridle Path Trail, Newtown, CT. 06470 (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of March 2019 (the “Effective Date”), by and between PATRICK D. YERAMIAN, M.D. of 1815 SW 22nd Avenue Circle, Boca Raton, FL. 33486 (the “Employee”) and AMYLYX PHARMACEUTICALS, INC., a Delaware corporation duly organized under law and having a usual place of business at 43 Thorndike Street, Cambridge, MA 02141 (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of August, 2015 (the “Effective Date”), by and between JUSTIN KLEE of 169 Monsignor O’Brien Highway, Apt. 403, Cambridge, MA 02141 (the “Employee”) and AMYLYX PHARMACEUTICALS, INC., a Delaware corporation duly organized under law and having a usual place of business 210 Broadway #201, Cambridge, MA 02139 (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2024 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Camille Bedrosian, M.D., 25 Moncada Way, San Rafael, CA, 94901 (the “Executive”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE AMYLYX PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • August 10th, 2023 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Amylyx Pharmaceuticals, Inc. 2023 Inducement Plan, as amended through the date hereof (the “Plan”), Amylyx Pharmaceuticals, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”), of the Company. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Amylyx Pharmaceuticals, Inc. • May 11th, 2023 • Pharmaceutical preparations
This First Amendment to the Supply Agreement (as defined below) ("Amendment") effective as of January 1st, 2023 (the "Amendment Effective Date") is between
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Product Agreement • May 11th, 2023 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 2, is effective as of March 20th, 2023 (“Effective Date”) by and between Amylyx Pharmaceuticals, Inc., having a principal place of business of business at 43 Thorndike Street, Cambridge, MA 02141 (“Client”) and Patheon Inc., having a principal place of businessat 111 Consumers Drive, Whitby, Ontario, L1N 5Z5 (“Patheon”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 22nd, 2024 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This SEPARATIONAND RELEASE AGREEMENT (the “Agreement”) is entered into by and among Margaret Olinger, M.B.A. (the “Executive”), and Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”). This Agreement is entered into effective as of December 31, 2023. The Executive and the Company are hereinafter collectively referred to as the “Parties” and each are individually referred to as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of January, 2021 (the “Effective Date”), by and between JAMES FRATES of 471 Grove Street, Needham, MA 02492 (the “Employee”) and AMYLYX PHARMACEUTICALS, INC., a Delaware corporation duly organized under law and having a usual place of business at 43 Thorndike Street, Cambridge, MA 02141 (the “Company”).
JOINT FILING AGREEMENT The undersigned, MVIL, LLC is jointly filing the attached Form 4 with MORNINGSIDE VENTURE INVESTMENTS LIMITED with respect to the beneficial ownership of securities of Amylyx Pharmaceuticals, Inc. For and on behalf of MVIL, LLC...Joint Filing Agreement • March 17th, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned, MVIL, LLC is jointly filing the attached Form 4 with MORNINGSIDE VENTURE INVESTMENTS LIMITED with respect to the beneficial ownership of securities of Amylyx Pharmaceuticals, Inc.
2nd AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2024 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
This 2nd Amendment to Employment Agreement (“Amendment”) is made between Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Patrick Yeramian, M.D. (“Executive”) and is effective as of November 27, 2023 (the “Effective Date”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Research, Development and Supply Agreement • November 26th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
Prodotti Chimici e Alimentari S.p.A., a corporation duly organized and existing under the laws of Italy with a place of business at Via Novi 78, 15060, Basaluzzo (AL), Italy as represented by Paolo Oligeri in his capacity of CEO (hereinafter also referred to together with its Affiliates (as defined below) as “PCA”)
LEASE BY AND BETWEEN BULFINCH SQUARE LIMITED PARTNERSHIP LANDLORD AND AMYLYX PHARMACEUTICALS, INC. TENANTAmylyx Pharmaceuticals, Inc. • December 16th, 2021 • Pharmaceutical preparations • Massachusetts
This is a lease (this “Lease”) entered into by and between BULFINCH SQUARE LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Landlord”) and Amylyx Pharmaceutical, Inc., a Delaware corporation (“Tenant”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Supply Agreement • November 26th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
Amylyx Pharmaceuticals, Inc. a corporation incorporated and existing under the laws of the State of Delaware, with registered offices at 43 Thorndike Street, Cambridge, MA 02141 U.S.A., acting on Its behalf and on behalf of its Affiliates, duly represented by Thomas Holmes, Global Head, Supply Chain;
JOINT FILING AGREEMENT The undersigned, MVIL, LLC is jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with MORNINGSIDE VENTURE INVESTMENTS LIMITED with respect to the beneficial ownership of securities of Amylyx...Joint Filing Agreement • March 17th, 2022 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned, MVIL, LLC is jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with MORNINGSIDE VENTURE INVESTMENTS LIMITED with respect to the beneficial ownership of securities of Amylyx Pharmaceuticals, Inc.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Product Agreement • November 26th, 2021 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Commercial Supply Agreement • August 10th, 2023 • Amylyx Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
We acknowledge receipt of your letter including the proposal that Amylyx Pharmaceuticals, Inc. will execute the Commercial Supply Agreement contained thereto and we hereby return to you a copy of such Commercial Supply Agreement duly signed by our authorised signatory in sign of our full, irrevocable and unconditional acceptance thereof.
