Praxis Precision Medicines, Inc. Sample Contracts
3,318,585 Shares Pre-Funded Warrants to Purchase 221,238 Shares Praxis Precision Medicines, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • New York
Standard Contracts
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 5th, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • New York
Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $150 million on the terms set forth in this agreement (this “Agreement”).
•] Shares PRAXIS PRECISION MEDICINES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2021 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • New York
PRAXIS PRECISION MEDICINES, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
PRAXIS PRECISION MEDICINES, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE PRAXIS PRECISION MEDICINES, INC.Non-Qualified Stock Option Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, 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 is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made between Praxis Precision Medicines, Inc. (the “Company”) and Alex Nemiroff (“Executive”) (collectively, the “Parties”) 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”). This Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter herein, including without limitation, the Offer Letter between Executive and the Company dated December 30, 2019 (the “Prior Agreement”).
RE: Employment Agreement AmendmentEmployment Agreement • October 15th, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Reference is made to the employment agreement, executed by you May 13, 2021, between Praxis Precision Medicines, Inc. (the “Company”) and you (the “Employment Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (“Agreement”) is made effective as of December 31, 2017 (the “Effective Date”) by and between PRAXIS PRECISION MEDICINES, INC., a Delaware corporation having a place of business at 101 Main Street, Cambridge, MA 02142 (“Licensee”), and PURDUE NEUROSCIENCE COMPANY, a Delaware general partnership having a place of business at One Stamford Forum, 201 Tresser Boulevard, Stamford, Connecticut 06901-3431 (“Licensor”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE PRAXIS PRECISION MEDICINES, INC.Incentive Stock Option Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, 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.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Research Collaboration, Option and License Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
This RESEARCH COLLABORATION, OPTION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of September, 2019 (the “Effective Date”) by and between Ionis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 (“Ionis”), and Praxis Precision Medicines, Inc., a Delaware corporation with its principal place of business at One Broadway Street, 16th Floor, Cambridge, MA 02142 (“Praxis”). Praxis and Ionis each may be referred to herein individually as a “Party” or collectively as the “Parties”
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 23rd, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Cooperation and License Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This COOPERATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of September, 2019 (the “Effective Date”) by and between RogCon Inc., a Delaware corporation, having its principal place of business at 5251 LaGorce Drive, Miami Beach, FL 33140 RogCon”), and Praxis Precision Medicines, Inc., a Delaware corporation with its principal place of business at 101 Main Street #1210, Cambridge, MA 02142 (“Praxis”). Praxis and RogCon each may be referred to herein individually as a “Party” or collectively as the “Parties.”
CONSENT TO SUBLEASE, FIRST AMENDMENT OF LEASE AND AMENDMENT OF SUBLEASEConsent to Sublease, First Amendment of Lease and Amendment of Sublease • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
THIS CONSENT TO SUBLEASE, FIRST AMENDMENT OF LEASE AND AMENDMENT OF SUBLEASE (this “Consent”), dated as of November 2nd, 2018, is entered into by and among MIT ONE BROADWAY LLC, a Massachusetts limited liability company (“Prime Landlord”), HIGHLAND CAPITAL PARTNERS, LLC, a Delaware limited liability company (“Sublandlord”) and PRAXIS PRECISION MEDICINES, INC., a Delaware corporation (“Subtenant”).
SUBLEASESublease • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Lease and all of its terms, covenants, representations, warranties, agreements and conditions are in all respects subject and subordinate to that certain Master Lease Agreement dated as of December 1, 2008 by and between MIT One Broadway Fee Owner LLC, as landlord (the “Master Landlord”), and Landlord, as tenant (as it may be amended from time to time, the “Master Lease”), a redacted copy of which has been delivered to Tenant. Tenant acknowledges notice and full knowledge of all of the terms, covenants and conditions of the Master Lease. Prior to the Term Commencement Date, Landlord, Master Landlord and Tenant shall enter into a Recognition, Non-Disturbance and Attornment Agreement as to such Master Lease, substantially in the form attached hereto as Exhibit 9 and made a part hereof, which may be recorded by Tenant at Tenant’s sole expense with the Registry (hereinafter defined).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PRAXIS PRECISION MEDICINES, INC.Non-Qualified Stock Option Agreement • June 10th, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, 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 is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 25th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 24th day of July, 2020, by and among Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties to this Agreement in accordance with Section 6.9 hereof, each an “Investor” and together the “Investors”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE PRAXIS PRECISION MEDICINES, INC.Restricted Stock Award Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole,Separation Agreement • March 21st, 2023 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation.
AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENT December 23, 2024Open Market Sale Agreement • December 23rd, 2024 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment No. 1”) amends that certain Open Market Sale AgreementSM, dated as of March 5, 2024 (the “Agreement”), by and between Praxis Precision Medicines, Inc. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE PRAXIS PRECISION MEDICINES, INC.Restricted Stock Unit Award Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, 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.
SUBLEASESublease • June 2nd, 2021 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE (this “Sublease”) is made and entered into this 27th day of May, 2021, by and between CBRE, Inc., a Delaware corporation (“Sublandlord”), and Praxis Precision Medicines, Inc., a Delaware corporation (“Subtenant”).
Praxis Precision Medicines IncorporatedOne Broadway, 16th Floor, Cambridge, MA 02142www.praxismedicines.comTransition of Employment Agreement • July 26th, 2022 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding the transition of your employment with Praxis Precision Medicines, Inc. (the “Company”) into a strategic advisory role.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 3rd, 2021 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 24th day of July, 2020, by and among Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties to this Agreement in accordance with Section 6.9 hereof, each an “Investor” and together the “Investors”).
PRAXIS PRECISION MEDICINES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT forEmployment Agreement • November 23rd, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made between Praxis Precision Medicines, Inc. (the “Company”) and ___________ (“Executive”) (collectively, the “Parties”) 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”). This Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter herein, including without limitation, the Employment Agreement between Executive and the Company dated _________ (the “Prior Agreement”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PRAXIS PRECISION MEDICINES, INC.Restricted Stock Unit Award Agreement • October 9th, 2020 • Praxis Precision Medicines, Inc. • Pharmaceutical preparations
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, 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.
