] Shares CINCOR PHARMA, INC. COMMON STOCK, $0.00001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2022 • CinCor Pharma, Inc. • Pharmaceutical preparations • New York
CinCor Pharma, Inc. Common Stock, $0.00001 Par Value Per Share Underwriting AgreementUnderwriting Agreement • August 8th, 2022 • CinCor Pharma, Inc. • Pharmaceutical preparations • New York
CinCor Pharma, 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”) (i) an aggregate of [•] shares (the “Firm Shares”) of common stock, $0.00001 par value per share (“Stock”) of the Company (the Firm Shares and (ii) pre-funded warrants to purchase up to an aggregate of [•] shares of Stock (the “Pre-Funded Warrants”) at an exercise price of $[•] per share. In addition, the Company proposes, subject to the terms and conditions stated in this Agreement, to issue and sell to the Underwriters, at the election of the Underwriters, up to [•] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Shares.” The shares of Stock issuable upon exercise of the Pre-Funded Warrants are h
CINCOR PHARMA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2021 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between CinCor Pharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 17th, 2021 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 22, 2021, by and among CinCor Pharma, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof each of which is referred to in this Agreement as an “Investor”.
AGREEMENT AND PLAN OF MERGER among: CINCOR PHARMA, INC., a Delaware corporation; ASTRAZENECA FINANCE AND HOLDINGS INC., a Delaware corporation; and CINNAMON ACQUISITION, INC., a Delaware corporation Dated as of January 8, 2023Merger Agreement • January 9th, 2023 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 8, 2023, by and among: ASTRAZENECA FINANCE AND HOLDINGS INC., a Delaware corporation (“Parent”); CINNAMON ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CINCOR PHARMA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 23rd, 2023 • CinCor Pharma, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and between Michael W. Kalb (“Executive”) and CinCor Pharma (the “Company”) is effective as of November 4, 2022 or such earlier or later day that Executive commences employment with the Company by agreement between the Company and Executive (such date that Executive commences employment, the “Effective Date”).
RECIPROCAL CONFIDENTIALITY AGREEMENTReciprocal Confidentiality Agreement • January 23rd, 2023 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
This Reciprocal Confidentiality Agreement (this “Agreement”) is made effective as of May 10, 2021 (the “Effective Date”), by and between AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”) and CinCor Pharma, Inc, a corporation with offices at 5375 Medpace Way, Cincinnati OH 45227 (the “Company”), (each a “Party”) (collectively, the “Parties”)
HIGHLY CONFIDENTIAL January 6, 2023 Mason Freeman Re: Retention Bonus Agreement Dear Mason:Retention Bonus Agreement • January 23rd, 2023 • CinCor Pharma, Inc. • Pharmaceutical preparations
CinCor Pharma, Inc. (“the Company”) seeks to incentivize you to continue to contribute to the Company’s goal of achieving its business goals. As you may know, the Company is pursuing an acquisition by a subsidiary of AstraZeneca Inc. (“Parent”) (such transaction, the “Merger”), pursuant to the terms of an Agreement and Plan of Merger between Parent, the Company, and certain other parties (the “Merger Agreement”). In order to reward your contributions to the Company and to encourage your continued efforts to the combined organization for a retention period following the consummation of the Merger (the “Closing”), the Company hereby offers you the opportunity to receive a bonus as specified below, subject to the terms and conditions of this letter agreement (the “Agreement”). This Agreement shall become effective as of the Closing and is conditioned on the occurrence of the Closing.
License Agreement This Agreement is entered into with effect as of the Effective Date (as defined below) by and betweenLicense Agreement • December 17th, 2021 • CinCor Pharma, Inc. • Pharmaceutical preparations
WHEREAS, Roche has discovered and has conducted certain research and development related to, and possesses certain proprietary intellectual property with respect to the small molecule aldosterone synthase inhibitors (ASI), also known as RO6836191 (AS1(1)) [***] (“Compound(s)” as further defined below); and
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 3rd, 2022 • CinCor Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of, and conditional upon, the pricing date of the initial public offering of the common stock of the Company (the “Effective Date”), by and between Mason Freeman (“Executive”) and CinCor Pharma, Inc. (the “Company”). This Agreement amends, restates, and supersedes in its entirety the Employment Terms between the Company and Executive dated August 6, 2021 (the “Prior Agreement”).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 17th, 2021 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made effective as of April 16, 2020 (the “Effective Date”), by and between CinCor Pharma, Inc., a Delaware corporation (“CinCor”), and CinRx Pharma, LLC, an Ohio limited liability CinCor (“CinRx”).
VOTING AGREEMENT AND PROXYVoting Agreement and Proxy • December 23rd, 2021 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement and Proxy (this “Agreement”), is made and entered into as of December 22, 2021 (the “Effective Date”), by and between CinCor Pharma, Inc., a Delaware corporation (the “Company”), and CinRx Pharma, LLC, an Ohio limited liability company (the “Stockholder”).
