KARUNA THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • June 21st, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • New York
Karuna Therapeutics, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 22nd, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Karuna Therapeutics, 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 several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 2,479,391 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 371,908 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”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amended and Restated Employment Agreement (“Agreement”) is made between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and Andrew Miller, Ph.D. (the “Executive”) and is made effective as of December 22, 2023 (the “Effective Date”).
KARUNA THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
KARUNA THERAPEUTICS, INC. Common Stock ($0.0001 par value) Equity Distribution AgreementEquity Distribution Agreement • June 21st, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • New York
KARUNA THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
OFFICE LEASE by and between T-C 33 ARCH STREET LLC a Delaware limited liability company (“Landlord”) and KARUNA PHARMACEUTICALS, INC. a Delaware corporation (“Tenant”) Dated as of November 2, 2018Office Lease • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (this “Lease”) is made between T-C 33 Arch Street LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE KARUNA THERAPEUTICS, INC.Incentive Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2024 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and William Kane (the “Executive”) and is made effective as of December 22, 2023 (the “Effective Date”).
KARUNA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of March, 2019, by and among Karuna Therapeutics, 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.”
EXCLUSIVE PATENT LICENSE AGREEMENT by and between PURETECH VENTURES LLC and KARUNA PHARMACEUTICALS, INC.Exclusive Patent License Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “Effective Date”), is between PureTech Ventures LLC, a Delaware limited liability company (“PureTech”), and Karuna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). PureTech and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among KARUNA THERAPEUTICS, INC., BRISTOL-MYERS SQUIBB COMPANY and MIRAMAR MERGER SUB INC. Dated as of December 22, 2023Merger Agreement • December 22nd, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2023 (this “Agreement”), is entered into by and among Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), Bristol-Myers Squibb Company, a Delaware (“Parent”), and Miramar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
BUSINESS SERVICES, PERSONNEL AND INFORMATION MANAGEMENT AGREEMENTBusiness Services, Personnel and Information Management Agreement • March 29th, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Business Services, Personnel and Information Management Agreement (“Agreement”) is entered into to be effective as of the Effective Date (as defined below) by and between Karuna Pharmaceuticals, Inc., a Delaware Corporation (the “Operating Company”), PureTech Management, Inc., a Delaware corporation (the “PTM”), PureTech Health LLC, a Delaware limited liability company (fka PureTech Ventures, LLC) (“PureTech”) and PureTech Health pic, a UK public limited company (“PTH pic”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE KARUNA THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above, who is a 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.
FIRST AMENDMENT TO LEASELease • March 24th, 2020 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of the 22nd day of January, 2020, by and between T-C 33 ARCH STREET LLC, a Delaware limited liability company (“Landlord”) and KARUNA THERAPEUTICS, INC (formerly known as Karuna Pharmaceuticals, Inc.), a Delaware corporation (“Tenant”). Landlord and Tenant hereby represent and agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and Troy Ignelzi (the “Executive”) and is made 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”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SAB ADVISOR AGREEMENTSab Advisor Agreement • February 22nd, 2024 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
This SAB ADVISOR AGREEMENT (“Agreement”), made this January 16, 2024 (the “Effective Date”), is entered into by Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and Steven Paul, M.D. (“Advisor”).
SUBLEASESublease • March 10th, 2021 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (this “Lease”) is made between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA F/B/O ITS SEPARATE REAL ESTATE ACCOUNT, a New York Corporation (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER KARUNA THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, 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.
CONFIDENTIAL LICENSE AGREEMENTLicense Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of May 9, 2012 (the “Effective Date”), by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) having an address at Lilly Corporate Center, Indianapolis, Indiana 46285, and Karuna Pharmaceuticals, Inc., a Delaware corporation (“Karuna”) having an address at 500 Boylston Street, Suite 1600, Boston, MA 02116, USA.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE KARUNA THERAPEUTICS, INC.Restricted Stock Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Karuna Therapeutics, 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.
KARUNA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 29th, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of March, 2019, by and among Karuna Therapeutics, 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.”
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER KARUNA THERAPEUTICS, INC. 2019 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • February 22nd, 2024 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, 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.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER KARUNA THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, 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.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE KARUNA THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, 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.
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 • February 23rd, 2023 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (this “Agreement”) is entered into as of January 31, 2023 (the “Effective Date”), by and between GFB (ABC), LLC, a Delaware limited liability company, or its successor in interest (collectively, “GFB”) and Karuna Therapeutics, Inc. (“Karuna”). Karuna and GFB are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
