CORTEXYME, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2019 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • New York
Cortexyme, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Common Stock. The afores
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 23rd, 2021 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • New York
CORTEXYME, INC. AMENDED & RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2019 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended & Restated Indemnification Agreement (this “Agreement”) is made as of , 201 by and between Cortexyme, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • October 29th, 2021 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Ted Monohon (“Executive”) and Cortexyme, Inc. (the “Company”), effective as of September 21, 2021 (the “Effective Date”).
CORTEXYME, INC.Restricted Stock Unit Award Agreement • May 20th, 2022 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
CORTEXYME, INC.Separation Agreement • March 1st, 2022 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the substance of the separation agreement (the “Agreement”) that Cortexyme, Inc. (the “Company”) is offering to you to aid in your employment transition.
SUB-SUBLEASE (259 East Grand Avenue)Sub-Sublease • April 12th, 2019 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
THIS SUB-SUBLEASE (this “Sub-Sublease”), dated as of June 18, 2018 (the “Execution Date”), is made by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company (“Sub-Sublandlord”), and CORTEXYME, INC., a Delaware corporation (“Sub-Subtenant”).
STOCK PURCHASE AGREEMENT AMONG QUINCE THERAPEUTICS, INC., ERYDEL ITALY, INC., ERYDEL S.P.A., THE SHAREHOLDERS AND THE MANAGERS SET FORTH ON SCHEDULE II HERETO AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS HOLDER REPRESENTATIVE FOR THE SHAREHOLDERSStock Purchase Agreement • July 24th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the date the last acceptance has been received (the “Agreement Date”) by and among (i) Quince Therapeutics, Inc., a Delaware corporation (“Buyer”), (ii) : EryDel Italy, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Buyer (“IT Buyer”), (iii) EryDel S.p.A., a company with shares (società per azioni) incorporated under the laws of Italy, with registered office in Bresso (MI), Via Antonio Meucci no. 3, registered with the Companies’ Register of Milano Monza Brianza Lodi (enrolled in the special section as an innovative small-medium-enterprise), Italian tax code and VAT no. 02290380415, REA number MI – 1993330 (“Company”), (iv) the holders of Company Stock (as such term is defined below) and the managers set forth on Schedule II hereto (the “Shareholders” and, together with the Company, the “Company Parties”) and (v) Shareholder Representative Services LLC, a Colorado limited liability
QUINCE THERAPEUTICS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • November 14th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Executive Change in Control and Severance Agreement (the "Agreement') is made and entered into by and between Charles Ryan ("Executive") and Quince Therapeutics, Inc. (the"Company"), effective as of September 1, 2023 (the"Effective Date").
ASSET PURCHASE AGREEMENT by and between QUINCE THERAPEUTICS, INC. and LIGHTHOUSE PHARMACEUTICALS, INC. dated January 27, 2023Asset Purchase Agreement • May 15th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “APA” or “Agreement”), dated as of January 27, 2023 (the “Execution Date”), is made by and between Quince Therapeutics, Inc., a Delaware corporation (“Seller”), and Lighthouse Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”). In this APA, Seller and Purchaser are individually referred to as a “Party” and collectively as the “Parties.”
South San Francisco, CA 94080 April 27, 2020Separation Agreement • August 14th, 2020 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
This letter (the “Agreement”) confirms the agreement between you and Cortexyme, Inc., a Delaware corporation (the “Company”), regarding the end of your employment with the Company.
CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • May 21st, 2020 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between _______________ (“Executive”) and Cortexyme, Inc. (the “Company”), effective as of ____________ __, ____ (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CORTEXYME, INC QUINCE MERGER SUB I, INC. QUINCE MERGER SUB II, LLC NOVOSTEO INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDERS’ REPRESENTATIVE DATED AS OF MAY 9, 2022Merger Agreement • May 12th, 2022 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as may be amended from time to time, this “Agreement”) is made and entered into as of May 9, 2022, by and among: CORTEXYME, INC., a Delaware corporation (“Parent”); QUINCE MERGER SUB I, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”); QUINCE MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”); NOVOSTEO INC., a Delaware corporation (the “Company”); and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative. Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
RIGHTS AGREEMENT April 5, 2023Rights Agreement • April 5th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
CORTEXYME, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 4th, 2019 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of May, 2018, by and among Cortexyme, 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,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AMENDMENT #3 TO LICENSE AGREEMENTLicense Agreement • August 3rd, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT #3 TO LICENSE AGREEMENT (“Amendment”), made and entered into this 22 day of June, 2023 (“Amendment Effective Date”) by and between PURDUE RESEARCH FOUNDATION, a corporation formed and existing under the Indiana Foundation or Holding Companies Act of 1921 (“PRF”), and QUINCE THERAPEUTICS, INC., a Delaware corporation with offices located at 601 Gateway Blvd, Suite 1250 South San Francisco CA 94080 (“LICENSEE”), collectively referred to hereinafter as the “Parties,” and each individually as a “Party,” amends the License Agreement dated June 3, 2020 (as amended from time to time), (the “Agreement”); and
CORTEXYME, INC.Stock Option Award Agreement • May 20th, 2022 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
SECOND AMENDMENT TO SUB‑SUBLEASESub-Sublease • August 14th, 2020 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO SUB‑SUBLEASE (this “Second Amendment”) is made and entered into effective as of May 26, 2020 (the “Effective Date”), by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company (“Sub‑Sublandlord”), and CORTEXYME, INC., a Delaware corporation (“Sub‑Subtenant”).
THIRD AMENDMENT TO SUB-SUBLEASESub-Sublease • August 6th, 2021 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO SUB-SUBLEASE (this "Third Amendment ") is made and entered into effective as of July 15, 2021 (the "Effective Date"), by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company ("Sub-Sublandlord"), and CORTEXYME, INC., a Delaware corporation ("Sub-Subtenant").
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 6th, 2020 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
This Stock Purchase Agreement (this “Agreement”) is made as of February 5, 2020 (the “Effective Date”) by and between Cortexyme, Inc., a Delaware corporation (the “Company”), and [___________] (“Purchaser”).
DocuSlgn Envelope ID: F7C9E685-A526-42DF•A1CB-6FBDC9B4648BEmployment Agreement • November 14th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • New Jersey
Quince Therapeutics, Inc. (the "Company") is pleased to offer you employment with the Company on the terms described below (the"Agreement''), beginning on September 1, 2023 or such date as otherwise agreed to by you and the Company (such actual date your employment begins (the "Start Date")).
Amendment 1 to Sub-SubleaseSub-Sublease • August 9th, 2019 • Cortexyme, Inc. • Biological products, (no disgnostic substances)
This Amendment (this “Amendment”) is effective as of the date of last signature below (“Amendment Effective Date”) by and between Verily Life Sciences LLC (“Sub-Sublandlord”) and Cortexyme, Inc. (“Sub-Subtenant”) Reference is made to that certain Sub-Sublease by and between the Parties, dated as of June 18, 2018 (the “Sub-Sublease”). All capitalized terms not defined herein shall have the meaning assigned to them in the Sub-Sublease.
