Cyclerion Therapeutics, Inc. Sample Contracts

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • September 3rd, 2020 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • New York
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LEASE by and between BMR-ROGERS STREET LLC, a Delaware limited liability company and CYCLERION THERAPEUTICS, INC. a Massachusetts corporation
Lease • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

THIS LEASE (this “Lease”) is entered into as of this 1st day of April, 2019 (the “Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”) and [ ] (“Indemnitee”).

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TRANSITION SERVICES AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019
Transition Services Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.

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CYCLERION THERAPEUTICS, INC. EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This Executive Severance Agreement (this “Agreement”) is made as of the day of [ ], (the “Effective Date”) by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [ ] (the “Executive”).

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EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019
Employee Matters Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of March 30, 2019 (the “Separation Agreement”).

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SEPARATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019
Separation Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This SEPARATION AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned Subsidiary of Ironwood. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.

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CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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DEVELOPMENT AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019
Development Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This DEVELOPMENT AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.

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Cyclerion Therapeutics, Inc.
Recognition Bonus Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a Recognition Bonus (as defined below). The Company is offering you this opportunity in recognition of your importance to the continued success of the Company.

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TAX MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019
Tax Matters Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and wholly owned Subsidiary of Ironwood. (Ironwood and Cyclerion are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).

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RESTRICTED STOCK AGREEMENT CYCLERION THERAPEUTICS, INC.
Restricted Stock Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of the day of (the “Grant Date”), between Cyclerion Therapeutics, Inc. (the “Company”), a Massachusetts corporation, and (the “Participant”).

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INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019
Intellectual Property License Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of April 1, 2019 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation, and Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation (each of Cyclerion and Ironwood being a “Party,” and collectively, the “Parties”).

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COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of June 3, 2021
Common Stock Purchase Agreement • June 16th, 2021 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 3, 2021, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors” (together, the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

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AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of February 25, 2019
Common Stock Purchase Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2019, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors”, including those Persons who become parties to this Agreement after the date hereof as “Investors” by signing a Joinder (as defined below) pursuant to Section 1.2 (together, the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

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CONSULTING AGREEMENT Cyclerion Contract # __________
Consulting Agreement • March 5th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS CONSULTING AGREEMENT (this “Agreement”) made as of December 1, 2023 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, 18th Floor , Cambridge, MA 02142 (“Cyclerion”), and Peter Hecht, Ph.D. (“Consultant”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 12th, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS VOTING AND SUPPORT AGREEMENT, dated as of [______ __], 2023 (the “Agreement”), among JW Celtics Investment Corp., a Delaware corporation (“Buyer Parent”), and [ ], a stockholder (the “Holder”).

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LEASE TERMINATION AGREEMENT
Lease Termination Agreement • May 4th, 2021 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this 30th day of April, 2021 (“Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).

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Separation and Release of Claims Agreement
Separation and Release of Claims Agreement • October 23rd, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This Separation and Release of Claims Agreement (“Agreement”), dated as of October 17, 2023, is entered into by and between Cyclerion Therapeutics, Inc. and its successors and assigns (the “Employer”) and Anjeza Gjino (the “Employee”) (the Employer and the Employee, each individually a “Party,” and collectively referred to as the “Parties”)

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Contract
Employment Agreement • May 4th, 2022 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

Employment Agreement between Cyclerion GmbH (in formation) [hereinafter: Company] and Andreas Busch [hereinafter: Employee]

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FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENT
Lease Agreement • March 5th, 2020 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENT (this “Amendment”) is entered into as of this 28th day of February, 2020 (“Execution Date”) by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”) and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”).

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CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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Cheryl Gault [Address on file with Cyclerion’s payroll] Dear Cheryl:
Separation Agreement • July 28th, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This letter summarizes the terms of the transition package that Cyclerion Therapeutics, Inc. (“Cyclerion”) is providing to you in connection with your separation from employment. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return a complete signed scanned copy to Ole Isacson, M.D., Ph.D., Chair of the Compensation Committee of Cyclerion.

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CYCLERION THERAPEUTICS 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences a stock option granted by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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CYCLERION THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 4th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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ASSET PURCHASE AGREEMENT by and among JW CELTICS INVESTMENT CORP., JW CYCLE, INC. and CYCLERION THERAPEUTICS, INC. Dated as of May 11, 2023
Asset Purchase Agreement • May 12th, 2023 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 11, 2023, is entered into by and among JW Celtics Investment Corp. (“Buyer Parent”), a Delaware corporation, JW Cycle Inc. (“Buyer” and collectively with Buyer Parent, the “Buyers”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Buyer Parent, Buyer or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.

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CYCLERION THERAPEUTICS, INC.
Amendment to Original Offer Letter • August 7th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This letter agreement (the “Amendment”) sets for our understanding regarding the modification of certain matters set forth in your Offer Letter with Cyclerion Therapeutics, Inc. (the “Company”) dated November 30, 2023 (the “Original Offer Letter”). Except as set forth herein, all of the terms of the Original Offer Letter remain in full force and effect.

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AMENDMENT #1 TO LICENSE AGREEMENT
License Agreement • December 17th, 2024 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations

This Amendment #1 (the “Amendment”) to the License Agreement (the “License Agreement”) dated June 3, 2021 by and between Akebia Therapeutics, Inc., a Delaware corporation (“Akebia”), and Cyclerion Therapeutics, Inc., a Massachusetts corporation (“Cyclerion”) is effective as of December 13, 2024 (the “Amendment Effective Date”). Akebia and Cyclerion are each referenced individually herein as a “Party” and together as the “Parties”. Any capitalized terms used but not herein defined shall have the meaning set forth for such term in the License Agreement.

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LICENSE AGREEMENT
License Agreement • July 29th, 2021 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • New York

This License Agreement (this “Agreement”) is made effective as of June 3, 2021 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (“Cyclerion”) and Akebia Therapeutics, Inc., a Delaware corporation (“Akebia”) (each of Cyclerion and Akebia being a “Party”, and collectively, the “Parties”).

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INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019
Intellectual Property License Agreement • January 7th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2019 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation, and Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation (each of Cyclerion and Ironwood being a “Party,” and collectively, the “Parties”).

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